Edgar Filing: G WILLI FOOD INTERNATIONAL LTD

zk1415832.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November - 2014

G. WILLI-FOOD INTERNATIONAL LTD.

(Translation of registrant's name into English)

4 Nahal Harif St., Yavne, Israel 81106

(Address of principal executive offices)

Indicate by check mark whether registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

FORM 20-F x FORM 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):..........

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):............

Indicate by check mark whether registrant by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

YES o NO x

If "YES" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

Attached hereto and incorporated by reference herein is a press release issued by G. Willi-Food International Ltd. (“Registrant”) on November 13, 2014.

This report on Form 6-K is hereby incorporated by reference in the Registration Statements on Form F-3 (File No. 333-11848 and 333-138200) of the Registrant.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	G. WILLI-FOOD INTERNATIONAL LTD.
Dated: November 13, 2014
	By:	/s/ Itai Loewenstein
		Name: Itai Loewenstein Title: Chief Financial Officer

NEWS

FOR IMMEDIATE RELEASE

G. WILLI-FOOD REPORTS Q3 2014 SALES UP 0.1% FROM Q3 2013 SALES

Net Cash from operating activities of NIS 9.1 million (US$ 2.5 million) in Q3 2014

YAVNE, Israel – November 13, 2014 - G. Willi-Food International Ltd. (NASDAQ: WILC) (the “Company” or “Willi-Food”), a global company that specializes in the development, marketing and international distribution of kosher foods, today announced its unaudited financial results for the third quarter and the nine months ended September 30, 2014.

Third Quarter Fiscal 2014 Highlights (income statement highlights compared to same period last year)

Sales increased 0.1% to NIS 79.1 million (US$ 21.4 million);

Gross profit decreased 4.6% to NIS 19.8 million (US$ 5.3 million), or 25.0% of sales;

Operating income decreased 35.1% to NIS 4.7 million (US$ 1.3 million), or 5.9% of sales;

Net income decreased 40.9% to NIS 5.1 million (US$ 1.4 million), or 6.4% of sales;

Earning per share of NIS 0.39 (US$ 0.11);

Net cash from operating activities of NIS 9.1 million (US$ 2.5 million); and

Cash and securities balance of NIS 224.0 million (US$ 60.6 million) as of September 30, 2014.

Willi-Food’s operating divisions include Willi-Food, a distributor of a broad variety of kosher foods, and its wholly-owned Gold Frost, a designer, developer and distributor of branded kosher innovative dairy food products.

Third Quarter Fiscal 2014 Summary

Sales for the third quarter of 2014 increased by 0.1% to NIS 79.1 million (US$ 21.4 million) from NIS 79.0 million (US$ 21.4 million) recorded in the third quarter of 2013. Willi-Food accomplished this minor sales increase in the third quarter of 2014 despite Operation Protective Edge, an almost two month military operation launched by the State of Israel on July 8, 2014 in the Hamas-controlled Gaza Strip, which negatively hurt Willi-Food sales in July-August 2014 and the decline in consumption in food products by the Israeli consumer.

Gross profit for the third quarter of 2014 decreased by 4.6% to NIS 19.8 million (US$ 5.3 million) compared to NIS 20.7 million (US$ 5.6 million) recorded in the third quarter of 2013. Third quarter gross margin was 25.0% compared to gross margin of 26.2% for the same period in 2013. The decrease in gross margin in the third quarter of 2014 was primarily due to reductions in the prices of certain of our products as a result of continued pressure from our customers to reduce prices. The decrease in gross margin was also less significantly caused by the strengthening of the U.S. dollar versus the NIS.

Willi-Food’s operating income for the third quarter of 2014 decreased by 35.1% to NIS 4.7 million (US$ 1.3 million) compared to NIS 7.2 million (US$ 1.9 million) recorded in the third quarter of 2013. Selling expenses increased by 11.4% from the comparable quarter of 2013, primarily due to an increase in promotion expenses as well as vehicle and transport expenses. Selling expenses as a percentage of sales increased in the third quarter of 2014 to 12.5% compared to 11.3% in the third quarter of 2013. General and administrative expenses increased by 11.8% from the comparable quarter of 2013 primarily due to an expense of NIS 477 million (US$ 129 million) related to options granted to the Company's Chairman, President and CEO in November 2013, which was recorded in the third quarter of 2014. General and administrative expenses as a percentage of sales increased in the third quarter of 2014 to 6.6% from 5.9% in the third quarter of 2013.

Willi-Food’s income before taxes for the third quarter of 2014 decreased by 42.2% to NIS 6.6 million (US$ 1.8 million) compared to NIS 11.5 million (US$ 3.1 million) recorded in the third quarter of 2013.

Willi-Food's net income in the third quarter of 2014 decreased by 40.9% to NIS 5.1 million (US$ 1.4 million), or NIS 0.39 (US$ 0.11) per share, from NIS 8.6 million (US$ 2.3 million), or NIS 0.66 (US$ 0.18) per share, recorded in the third quarter of 2013.

Willi-Food ended the third quarter of 2014 with NIS 224.0 million (US$ 60.6 million) in cash and securities net from short-term debt. Net cash from operating activities for 2014 third quarter was NIS 9.1 million (US$ 2.5 million). Willi-Food's shareholders' equity at the end of September 2014 was NIS 383.3 million (US$ 103.7 million).

Nine Month Fiscal 2014 Highlights (compared to same period last year)

Sales decreased 0.3% to NIS 253.2 million (US$ 68.5 million);

Gross profit decreased 3.5% to NIS 61.7 million (US$ 16.7 million), or 24.4% of sales;

Operating income decreased 32.4% to NIS 16.7 million (US$ 4.5 million), or 6.6% of sales;

Net income decreased 32.8% to NIS 16.6 million (US$ 4.5 million), or 6.5% of sales; and

Earning per share of NIS 1.28 (US$ 0.35).

Nine Month Results

Willi-Food’s sales for the nine month period ending September 30, 2014 decreased by 0.3% to NIS 253.2 million (US$ 68.5 million) compared to sales of NIS 254.0 million (US$ 68.7 million) in the first nine month of 2013. Gross profit for the period decreased by 3.5% to NIS 61.7 million (US$ 16.7 million) compared to gross profit of NIS 63.9 million (US$ 17.3 million) for the nine month of 2013. Nine month 2014 gross margins were 24.4% compared to gross margins of 25.2% in the same period of 2013.

Operating income for the first nine month of 2014 decreased by 32.4% to NIS 16.7 million (US$ 4.5 million) from NIS 24.7 million (US$ 6.7 million) reported in the comparable period of last year. First nine months 2014 income before taxes decreased by 32.5% to NIS 22.1 million (US$ 6.0 million) compared to NIS 32.7 million (US$ 8.9 million) recorded in the first nine month of 2013. Net income for the first nine month of 2014 decreased by 32.8% to NIS 16.6 million (US$ 4.5 million), or NIS 1.28 (US$ 0.35) per share, from NIS 24.6 million (US$ 6.6 million), or NIS 1.9 (US$ 0.51) per share, recorded in the first nine month of 2013.

Business Outlook

Mr. Zwi Williger, Chairman of Willi-Food, commented, “Our results in the third quarter were negatively impacted by Operation Protective Edge that lasted almost two thirds of the third quarter. Despite that, and despite the fact that consumption of food products by Israeli consumers continued to decline sharply for the third quarter in a row, we were able to sustain the level of sales and maintain gross margins of 25%. In light of the anticipated continued recession and decreasing private consumption as well as continuing price pressure from consumers, our foreseeable challenges ahead will be in managing our expenses in order to offer our products at the low prices that our customers desire. This will be needed in order to maintain our customer base both in the retail and wholesale markets during these difficult times for the food industry”.

Conference Call

The Company will host a conference call and live webcast on November 13, 2014 to discuss the financial results beginning at 11:00 AM Eastern Time. Interested parties may participate on the call by dialing 1-888-438-5535 (US), or 1-719-325-2428 (International), approximately 10 minutes prior to the scheduled start time. Participants may also access a live listen only webcast at:

http://public.viavid.com/index.php?id=111801

Following the conclusion of the call, a telephonic replay will be available for 14 days beginning at 2:00 PM Eastern Time on November 13, 2014 through 11:59 PM Eastern Time on November 27, 2014 and may be accessed by dialing 1-877-870-5176 (US), or 1-858-384-5517 (International), using access code 5212111. In addition, an archived webcast will be available for one year at:

http://public.viavid.com/reports/eventparticipantreporttab.php?id=o5ejp5eY

NOTE A: Convenience Translation to Dollars

The convenience translation of New Israeli Shekels (NIS) into U.S. dollars was made at the rate of exchange prevailing on September 30, 2014, U.S. $1.00 equals NIS 3.695. The translation was made solely for the convenience of the reader.

NOTE B: IFRS

The Company’s consolidated financial results for the three-month ended September 30, 2014 are presented in accordance with International Financial Reporting Standards (“IFRS”).

ABOUT G. WILLI-FOOD INTERNATIONAL LTD.

G. Willi-Food International Ltd. (http://www.willi-food.com) is an Israeli-based company specializing in high-quality, great-tasting kosher food products. Willi-Food is engaged directly and through its subsidiaries in the design, import, marketing and distribution of over 600 food products worldwide. As one of Israel's leading food importers, Willi-Food markets and sells its food products to over 1,500 customers in Israel and around the world including large retail and private supermarket chains, wholesalers and institutional consumers. The company's operating divisions include Willi-Food in Israel and Gold Frost, a wholly owned subsidiary who designs, develops and distributes branded kosher, dairy-food products.

FORWARD LOOKING STATEMENT

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products and expected sales, operating results, and earnings. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. These risks and other factors include but are not limited to: monetary risks including changes in marketable securities or changes in currency exchange rates- especially the NIS/U.S. Dollar exchange rate, payment default by any of our major clients, the loss of one of more of our key personnel, changes in laws and regulations, including those relating to the food distribution industry, and inability to meet and maintain regulatory qualifications and approvals for our products, termination of arrangements with our suppliers, in particular Arla Foods, loss of one or more of our principal clients, increase or decrease in global purchase prices of food products, increasing levels of competition in Israel and other markets in which we do business, changes in economic conditions in Israel, including in particular economic conditions in the Company's core markets, our inability to accurately predict consumption of our products and changes in consumer preferences, our inability to protect our intellectual property rights, our inability to successfully integrate our recent acquisitions, insurance coverage not sufficient enough to cover losses of product liability claims and risks associated with product liability claims. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2013, filed with the Securities and Exchange Commission on April 30, 2014. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. We do not assume any obligation to update the forward-looking information contained in this press release.

{FINANCIAL TABLES TO FOLLOW}

G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,					December 31,			September 30,					December 31,
	2 0 1 4		2 0 1 3			2 0 1 3			2 0 1 4		2 0 1 3			2 0 1 3
	NIS								US dollars (*)
	(in thousands)
ASSETS

Current assets
Cash and cash equivalents		59,219		47,746			36,197			16,027		12,922			9,796
Financial assets carried at fair value through profit or loss		164,917		170,266			112,864			44,632		46,080			30,545
Trade receivables		93,579		80,338			82,932			25,326		21,742			22,444
Other receivables and prepaid expenses		2,723		3,624			2,694			738		981			729
Inventories		44,544		47,620			54,001			12,055		12,888			14,615
Current tax assets		530		-			-			143		-			-
Loan carried at fair value through profit or loss		-		-			65,300			-		-			17,673
Total current assets		365,512		349,594			353,988			98,921		94,613			95,802

Non-current assets
Property, plant and equipment		71,722		65,538			66,663			19,411		17,737			18,041
Less -Accumulated depreciation		27,635		24,002			25,689			7,479		6,496			6,952
		44,087		41,536			40,974			11,932		11,241			11,089

Other receivables and prepaid expenses		33		280			50			9		76			13
Deferred taxes		44		-			-			12		-			-
Goodwill		36		36			36			10		10			10
Total non-current assets		44,200		41,852			41,060			11,963		11,327			11,112

		409,712		391,446			395,048			110,884		105,940			106,914

EQUITY AND LIABILITIES

Current liabilities
Short-term bank debt		114		-			18			31		-			5
Trade payables		18,026		21,817			20,245			4,878		5,904			5,480
Employees Benefits		1,962		1,773			1,880			531		480			509
Current tax liabilities		-		752			637			-		204			172
Other payables and accrued expenses		5,843		6,732			5,282			1,581		1,822			1,429
Total current liabilities		25,945		31,074			28,062			7,021		8,410			7,595

Non-current liabilities
Deferred taxes		-		1,276			499			-		345			135
Retirement benefit obligation		501		568			644			136		154			174
Total non-current liabilities		501		1,844			1,143			136		499			309

Shareholders' equity
Share capital		1,407		1,444			1,407			381		391			381
Additional paid in capital		120,727		129,906			119,281			32,674		35,157			32,281
Capital fund		247		247			247			67		67			67
Foreign currency translation reserve		-		747			786			-		202			213
Remeasurement of the net liability in respect of defined benefit		140		14			(63	)		38		4			(17	)
Treasury shares		-		(10,843	)		-			-		(2,935	)		-
Retained earnings		260,746		237,013			244,185			70,567		64,145			66,085
Equity attributable to owners of the Company		383,267		358,528			365,843			103,727		97,031			99,010

		409,713		391,446			395,048			110,884		105,940			106,914

(*) Convenience translation into U.S. dollars.

G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine months						Three months						Nine months
	ended September 30,						ended September 30,						ended September 30,
	2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3
	NIS												U.S. dollars (*)
	In thousands (except per share and share data)

Sales		253,245			253,956			79,067			78,957			68,537			68,730
Cost of sales		191,524			190,020			59,315			58,250			51,833			51,427

Gross profit		61,721			63,936			19,752			20,707			16,704			17,303

Selling expenses		30,336			25,391			9,916			8,903			8,210			6,872
General and administrative expenses		14,868			13,926			5,184			4,636			4,024			3,768
Other income		(147	)		(34	)		-			-			(40	)		(9	)

Total operating expenses		45,057			39,283			15,100			13,539			12,194			10,631

Operating income		16,664			24,653			4,652			7,168			4,510			6,672

Financial income		5,738			8,836			1,582			4,249			1,553			2,391
Financial (income) expense		293			747			(391	)		(54	)		79			202
Total financial income		5,445			8,089			1,973			4,303			1,474			2,189

Income before taxes on income		22,109			32,742			6,625			11,471			5,984			8,861
Taxes on income		5,548			8,106			1,545			2,876			1,501			2,194

Profit for the period		16,561			24,636			5,080			8,595			4,483			6,667

Earnings per share:

Earnings per share
Basic earnings per share		1.28			1.90			0.39			0.66			0.35			0.51

Diluted earnings per share		1.28			1.90			0.39			0.66			0.35			0.51

Shares used in computation of basic EPS		12,974,245			12,974,245			12,974,245			12,974,245			12,974,245			12,974,245

(*) Convenience translation into U.S. dollars

G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine months						Three months						Nine months
	ended September 30,						ended September 30,						ended September 30,
	2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3
	NIS												U.S. dollars (*)
	In thousands (except per share and share data)
Cash flows - operating activities
Profit from operations		16,561			24,636			5,080			8,595			4,483			6,667
Adjustments to reconcile net income to net cash from operating activities (Appendix)		(4,150	)		(13,967	)		4,049			(3,442	)		(1,123	)		(3,780	)

Net cash from operating activities		12,411			10,669			9,129			5,153			3,360			2,887

Cash flows - investing activities
Acquisition of property plant and equipment		(6,586	)		(5,705	)		(2,582	)		(145	)		(1,782	)		(1,545	)
Proceeds from sale of property plant and Equipment		970			29			-			-			263			8
Additions to long term other receivables		-			(445	)		-			-			-			(120	)
Proceeds used in purchase of marketable securities, net		(49,269	)		(4,435	)		(6,001	)		(33,300	)		(13,335	)		(1,200	)
Proceeds from Loan carried at fair value through profit or loss		65,400			-			-			-			17,700			-
Net cash from (used in) investing activities		10,515			(10,556	)		(8,583	)		(33,445	)		2,846			(2,857	)

Cash flows - financing activities
Short-term bank credit, net		96			(9,930	)		114			-			25			(2,687	)

Net cash from (used in) in financing activities		96			(9,930	)		114			-			25			(2,687	)

Increase (decrease) in cash and cash equivalents		23,022			(9,817	)		660			(28,292	)		6,231			(2,657	)

Cash and cash equivalents at the beginning of the financial year		36,197			57,563			58,559			76,038			9,796			15,579

Cash and cash equivalents of the end of the financial year		59,219			47,746			59,219			47,746			16,027			12,922

(*) Convenience Translation into U.S. Dollars.

G. WILLI-FOOD INTERNATIONAL LTD.

APPENDIX TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months						Three months						Nine months
	ended September 30,						ended September 30,						ended September 30,
	2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3			2 0 1 4			2 0 1 3
	NIS												U.S. dollars (*)
	In thousands (except per share and share data)

Cash flows from operating activities:

A. Adjustments to reconcile net profit to net cash from operating activities
Deferred income taxes		(543	)		1,296			89			993			(147	)		351
Unrealized gain on marketable securities		(2,784	)		(7,021	)		(262	)		(3,901	)		(753	)		(1,901	)
Depreciation and amortization		2,691			3,302			912			1,136			728			894
Capital gain on disposal of property plant and equipment		(188	)		(29	)		-			-			(51	)		(8	)
Stock based compensation reserve		1,423			10			476			4			385			3
Net foreigh exchange gain		(786	)		-			-			-			(213	)		-
Unrealized Gain of loan carried at fair value through profit or loss		(100	)		-			-			-			(27	)		-
Changes in assets and liabilities:
Decrease (increase) in trade receivables and other receivables		(11,189	)		(7,389	)		5,614			2,085			(3,028	)		(2,000	)
Decrease (increase) in inventories		9,457			1,650			(5,669	)		(3,779	)		2,560			447
Increase (decrease) in trade and other payables, and other current liabilities		(2,131	)		(5,786	)		2,889			20			(577	)		(1,566	)

		(4,150	)		(13,967	)		4,049			(3,442	)		(1,123	)		(3,780	)

(*) Convenience Translation into U.S. Dollars.

This information is intended to be reviewed in conjunction with the Company’s filings with the Securities and Exchange Commission.

Company Contact:

G. Willi Food International Ltd.

Itai Loewenstein, CFO

(+972) 8-932-1000

itai@willi-food.co.il

###

SOURCE: G. Willi-Food International Ltd.