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 2008
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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 [_]
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 [_] 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 28, 2008.
This report on Form 6-K shall be deemed to be 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 28, 2008
By: /s/ Ety Sabach
------------------
Ety Sabach
Chief Financial Officer
 |
News |
FOR IMMEDIATE RELEASE
G. WILLI-FOOD REPORTS 97% DECREASE IN NET INCOME
FOR THE THIRD QUARTER OF 2008 COMPARED TO THIRD
QUARTER OF 2007
G. WILLI-FOOD'S SUBSIDIARY, SHAMIR SALADS, RECEIVES PURPORTED CLASS
ACTION LAWSUIT
YAVNE, ISRAEL - NOVEMBER 28, 2008 - G. WILLI-FOOD INTERNATIONAL LTD. (NASDAQ:
WILC) (THE "COMPANY" OR "WILLI-FOOD"), one of Israel's largest food importers
and a single-source supplier of one of the world's most extensive ranges of
quality kosher food products, today announced its unaudited financial results
for the third quarter and nine months ended September 30, 2008.
THIRD QUARTER FISCAL 2008 SUMMARY
o 32.6% increase in sales over third quarter of 2007
o 26.1% increase in gross profit over third quarter of 2007
o 36.9% decrease in operating income over third quarter 2007
o 91.5% decrease in income before taxes on income over third quarter of 2007
o 96.8% decrease in net income related to Company Shareholders compared to
third quarter of 2007
Sales for the third quarter of fiscal 2008 increased by 32.6% to NIS 79.1
million (US $23.1 million) compared to revenues of NIS 59.7 million (US $17.5
million) in the third quarter of 2007. Willi-Food's organic growth in its home
market of Israel was very slow in the third quarter, and most of the sales
increase resulted from the recent consolidation of the revenues of the two
subsidiaries - Shamir Salads and the Danish dairy distributor.
Gross profit for the third quarter of 2008 increased by 26.1% to NIS 14.5
million (US $4.2 million) compared to gross profit of NIS 11.5 million (US $3.4
million) in the third quarter of 2007. Third quarter gross margin was 18.3%
compared to gross margin of 19.2% during the same period in 2007. The price of
global food commodities has remained volatile during the year to date. As result
of this price volatility and its effects on food producers and on our suppliers,
the recent strengthening of the USD versus the NIS, and the general effects of
the global economic recession, Willi-Food is not expecting to maintain its
historical gross margins through the full fiscal year.
Mr. Zwi Williger, President and COO of Willi-Food commented, "Third quarter
results were affected by the continued environment of uncertainty in the global
financial markets. We believe that Willi-Food's results in the fourth quarter
will be affected by the recession that has affected global food manufacturers
and distributors, as well as our customers. In light of these factors,
Willi-Food's top line growth in the third quarter of 2008, compared to the third
quarter of 2007 was less than that the growth reported in the first and second
quarters of 2008 over the comparable periods in 2007, and this reduction in top
line growth will likely continue in the fourth quarter of 2008 as well."
Willi-Food's operating income for the third quarter of 2008 decreased by 36.9% to NIS 0.7 million (US $209 thousand) compared to operating income of NIS 1.1 million (US $331 thousand) reported in the comparable quarter of last year. Third quarter selling expenses as a percentage of revenues decreased to 10.4% compared to 11.1% in the third quarter of 2007. In addition, general and administrative expenses as a percentage of revenue increased to 6.6% from 6.2% in the third quarter of 2007. Willi-Food's third quarter 2008 income before taxes decreased by 91.5% to NIS 0.3 million (US $87 thousand) compared to income before taxes of NIS 3.5 million (US $1.0 million) recorded in the third quarter of 2007. Willi Food's net income related to Company Shareholders in the third quarter 2008 decreased by 96.8% to NIS 88 thousand (US $26 thousand), or NIS 0.01 (US$ 0.003) per share compared to a net income related to Company Shareholders of NIS 2.8 million (US $0.81 million), or NIS 0.27 (US$0.08) per share, recorded in the third quarter of 2007. NINE-MONTH RESULTS Willi-Food's sales for the nine-month period of 2008 increased by 41.6% to NIS 264.6 million (US $77.4 million) compared to revenues of NIS 186.9 million (US $54.6 million) in the first nine-months of 2007. Gross profit for the period increased 35.5% to NIS 61.3 million (US $17.9 million) compared to gross profit of NIS 45.2 million (US $13.2 million) for the nine-month period in 2007. First nine-month gross margins were 23.2% compared to gross margins of 24.2% in the same period in 2007. Operating income for the first nine-month of 2008 increased by 0.6% to NIS 14.1 million (US $4.1 million) from NIS 14.0 million (US $4.1 million) reported in the comparable period of last year. First nine-month 2008 income before taxes decreased by 23% to NIS 12.3 million (US $3.6 million) compared to NIS 15.9 million (US $4.7 million) recorded in the first nine-month of 2007. Net income related to Company Shareholders for the first nine months of 2008 decreased by 34.5% to NIS 6.7 million (US $2.0 million), or NIS 0.65 (US $0.19) per share, compared to net income related to the Company Shareholders for the first nine months of 2007 of NIS 10.2 million (US $3.0 million), or NIS 1.00 (US $0.29) per share. CLASS ACTION LAWSUIT The Company also announced today that a purported class action lawsuit had been filed by an individual against its subsidiary - Shamir Salads. The complaint, which has not been recongnized as a class action, alleges that Shamir Salads misled its customers by writing on certain of its products that such products were "home production" while those products were manufactured in Shamir Salad's industrial factory. The complaint alleges damages of approximately NIS 7.45 million (approximately US$ 2.18 million). Shamir Salads believes that the complaint is without merit and intends to vigorously defend against the litigation. OUTLOOK Mr. Williger commented, "Willi-Food is facing a global recession that we expect will harm its results in the near and far future - both in terms of sales and net profit. In the last year, we have faced challenges pertaining to food commodities that exceeded global inflation rates and proved that our diversification strategy was working. Our top line growth was a reflection of the synergies we have created to channel the broad range of products coming from our own sourcing and that of our subsidiaries. We expect that growth to stop due to the global economic situation and increased unemployment that are affecting, and we expect will continue to affect, our customer base, both in the retail and wholesale markets, in Israel and abroad."
Mr. Williger continued, "In light of the anticipated continued recession and increasing unemployment rates, our foreseeable challenges ahead will be in managing our product mix, and in particular the cost of our products, to an acceptable degree, to accommodate the anticipated desires of our consumers to acquire lower cost products. We hope that in these difficult times we will be able to maintain our customer base both in the retail and in the wholesale markets." Mr. Williger concluded, "Previously we provided guidance for 2008 sales to be in excess of NIS 330 million (at such time, US $100 million). However, due to the strengthening of the USD versus the NIS and the continuing economic crises that we are facing, as described above, we expect 2008 sales to be in excess of NIS 320 million (at the current exchange rate - US $80 million)." ABOUT G. WILLI-FOOD INTERNATIONAL, LTD. G. Willi-Food International Ltd. is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality kosher food products. It currently imports, markets and distributes more than 2,500 food products manufactured by some 120 top-tier suppliers throughout the world to more than 2,000 customers. Willi-Food excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them. The Company also operates several subsidiaries: its subsidiary, Gold Frost Ltd., develops and distributes kosher chilled and frozen dairy food products internationally together with its Danish dairy distributor subsidiary; the joint venture with the Baron Family engages in the global import, export and distribution of kosher products worldwide; and Shamir Salads is a leading international manufacturer and distributor of pre-packaged chilled Mediterranean dips and spreads. For more information, please visit the Company's website at http://www.willi-food.co.il. 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 REVENUES, 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: CHANGES AFFECTING CURRENCY EXCHANGE RATES, INCLUDING 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, 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 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, 2007, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 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.
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, 2008: U.S. $1.00 equals
NIS 3.421. The translation was made solely for the convenience of the reader.
NOTE B: IFRS
The Company's consolidated financial results for the three-month and nine-month
periods ended September 30, 2008 are presented in accordance with International
Financial Reporting Standards ("IFRS"). In prior years the Company prepared its
financial reports in accordance with generally accepted accounting principles in
Israel ("IL GAAP"). The Company recasted the comparative amounts included in
this financial results to IFRS.
COMPANY CONTACT:
G. Willi-Food International Ltd.
Ety Sabach, CFO
+972-8-932-1000
ety@willi-food.co.il
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPT 30, DECEMBER 31, SEPT 30, DECEMBER 31,
-------- -------- -------- --------
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
-------- -------- -------- --------
NIS US DOLLARS (*)
------------------------ ------------------------
(IN THOUSANDS)
--------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 55,391 61,649 16,191 18,021
Marketable securities 32,366 31,267 9,461 9,140
Trade receivables 76,373 63,728 22,325 18,628
Other receivables and prepaid expenses 10,574 4,374 3,091 1,278
Inventories 30,110 29,166 8,802 8,526
-------- -------- -------- --------
TOTAL CURRENT ASSETS 204,814 190,184 59,870 55,593
-------- -------- -------- --------
FIXED ASSETS
Cost 54,665 44,569 15,979 13,028
Less: accumulated depreciation and amortization 12,618 8,355 3,688 2,442
-------- -------- -------- --------
42,047 36,214 12,291 10,586
-------- -------- -------- --------
OTHER ASSETS, NET 22,208 13,069 6,491 3,820
======== ======== ======== ========
269,069 239,467 78,652 69,999
======== ======== ======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Short-term loans 15,296 5,978 4,472 1,748
Trade payables 45,802 33,961 13,388 9,927
Related parties 2,594 3,945 758 1,153
Other payables and accrued expenses 11,755 3,655 3,436 1,068
-------- -------- -------- --------
TOTAL CURRENT LIABILITIES 75,447 47,539 22,054 13,896
-------- -------- -------- --------
LONG TERM LIABILITIES
Long term loan 1,064 - 311 -
Deffered tax 69 118 20 34
Accrued severance pay 628 163 184 48
-------- -------- -------- --------
TOTAL LONG TERM LIABILITIES 1,761 281 515 82
-------- -------- -------- --------
WARRANTS TO ISSUE SHARES 58 1,040 17 304
-------- -------- -------- --------
SHAREHOLDERS' EQUITY
Ordinary shares NIS 0.10 par value
(authorized - 50,000,000 shares, issued and
outstanding
- 10,267,893 shares 1,113 1,113 325 325
Additional paid-in capital 59,056 59,056 17,263 17,263
Capital fund relating to Goodwill 247 - 72 -
Foreign currency translation reserve (811) (414) (237) (121)
Retained earnings 118,930 112,233 34,765 32,807
Minority Interest 13,268 18,619 3,878 5,443
-------- -------- -------- --------
191,803 190,607 56,066 55,717
======== ======== ======== ========
269,069 239,467 78,652 69,999
======== ======== ======== ========
(*) Convenience translation into US dollars
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS NINE MONTHS NINE MONTHS
----------------------------- ------------------------------ -----------------------------
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------------------------------------------------- -----------------------------
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
----------- ----------- ----------- ----------- ----------- -----------
NIS US DOLLARS (*)
------------------------------------------------------------------- -----------------------------
I N T H O U S A N D S (EXCEPT PER SHARE AND SHARE DATA)
-------------------------------------------------------------------------------------------------------
Sales 264,628 186,913 79,147 59,697 77,354 54,637
Cost of sales 203,337 141,666 64,678 48,227 59,438 41,411
----------- ----------- ----------- ----------- ----------- -----------
GROSS PROFIT 61,291 45,247 14,469 11,470 17,916 13,226
----------- ----------- ----------- ----------- ----------- -----------
Selling expenses 25,808 18,948 8,270 6,632 7,544 5,539
General and administrative
expenses 19,120 12,270 5,219 3,704 5,589 3,587
Other (Income)
Expense 2,247 (9) 266 - 657 (3)
----------- ----------- ----------- ----------- ----------- -----------
Total operating expenses 47,175 31,209 13,755 10,336 13,790 9,123
----------- ----------- ----------- ----------- ----------- -----------
OPERATING INCOME
(EXPENSE) 14,116 14,038 714 1,134 4,126 4,103
Financial income 2,648 2,740 622 2,636 774 801
Financial expense 4,505 866 1,040 271 1,317 253
----------- ----------- ----------- ----------- ----------- -----------
Income (expense) before
taxes on income 12,259 15,912 296 3,499 3,583 4,651
Taxes on income 3,404 3,250 (346) 389 995 950
----------- ----------- ----------- ----------- ----------- -----------
INCOME AFTER TAXES ON INCOME 8,855 12,662 642 3,110 2,588 3,701
=========== =========== =========== =========== =========== ===========
RELATED TO:
Company Shareholders' 6,697 10,227 88 2,772 1,957 2,989
Minority interest 2,158 2,435 554 338 631 712
----------- ----------- ----------- ----------- ----------- -----------
NET INCOME 8,855 12,662 642 3,110 2,588 3,701
=========== =========== =========== =========== =========== ===========
Earnings per share data:
Earnings per share:
Basic 0.65 1.00 0.01 0.27 0.19 0.29
=========== =========== =========== =========== =========== ===========
Diluted 0.65 1.00 0.01 0.27 0.19 0.29
=========== =========== =========== =========== =========== ===========
Shares used in computing basic
and diluted earnings per
ordinary share: 10,267,893 10,267,893 10,267,893 10,267,893 10,267,893 10,267,893
=========== =========== =========== =========== =========== ===========
(*) Convenience translation into US dollars