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 March 2010
------------------------------
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 March 3, 2010.
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: March 3, 2010
By: /s/ Ety Sabach
------------------
Ety Sabach
Chief Financial Officer
 |
News |
FOR IMMEDIATE RELEASE
G. WILLI-FOOD REPORTS ANNUAL NET INCOME OF NIS 31.5
MILLION ($8.4 MILLION) FOR FISCAL YEAR 2009
- ANNUAL 2009 EPS (BASIC AND DILUTED) NIS 2.96 ($0.79)
- 27.6% GROSS MARGIN FOR 2009
- FOURTH QUARTER 2009 NET INCOME INCREASED TO NIS 8.0 MILLION ($2.12 MILLION)
OVER FOURTH QUARTER 2008
YAVNE, Israel - March 3, 2010 - G. Willi-Food International Ltd. (NASDAQ: WILC)
(the "COMPANY" or "WILLI FOOD"), a global food company specializing in the
development, manufacture, marketing and international distribution of extensive
range of quality kosher food products, today announced its financial results for
the fourth quarter and the fiscal year ended December 31, 2009.
FOURTH QUARTER FISCAL 2009 HIGHLIGHTS
o Quarterly sales increased 12.4% year-over-year to NIS 79.8 million
($21.13 million)
o Gross profit increased 368.6% year-over-year to NIS 24.2 million
($6.41 million)
o Gross margin improved to 30.3% compared to 7.3% in the fourth quarter
of 2008
o Fourth quarter operating income increased to NIS 6.2 million ($1.63
million) compared to operating loss of NIS 5.7 million ($1.52 million)
in fourth quarter 2008
o Fourth quarter net income increased to NIS 8.0 million ($2.12 million)
compared to a net loss of NIS 8.6 million ($2.28 million) in fourth
quarter 2008
YEAR END FISCAL 2009 HIGHLIGHTS
o Annual sales increased 5.0% year-over-year to NIS 303.5 million
($80.39 million)
o Gross profit for 2009 increased 39.3% year-over-year to NIS 83.9
million ($22.22 million)
o Gross margin improved to 27.6% compared to 20.8% in 2008, the highest
annual gross margin in the history of the Company
o Annual operating income increased 241.3% year-over-year to NIS 33.2
million ($8.79 million)
o Annual profit from continuing operations increased 686.6%
year-over-year to NIS 29.6 million ($7.84 million)
o Annual net income increased 11,708% year-over-year to NIS 31.5 million
($8.35 million) compared to NIS 0.3 million (US $0.07 million) in
fiscal year 2008.
Willi-Food's operating divisions include Willi-Food itself, its subsidiaries
Gold Frost Ltd. - a designer, developer and distributor of branded kosher dairy
food products, and Shamir Salads Ltd. - an Israeli distributor and manufacturer
of Mediterranean style salads.
FOURTH QUARTER FISCAL 2009 SUMMARY
Sales for the fourth quarter of fiscal 2009 increased by 12.4% to NIS 79.8
million (US $21.13 million) compared to sales of NIS 70.9 million (US $18.79
million) in the fourth quarter of 2008. The increase in the sales for the fourth
quarter of fiscal 2009 was primarily attributed to the strength of an expanded
products lineup which included the introduction of significant amount of new
items into our product lines in 2009.
Gross profit for the fourth quarter of 2009 increased by 368.6% to NIS 24.2
million (US $6.41 million) compared to gross profit of NIS 5.2 million (US $1.37
million) in the fourth quarter of 2008. Fourth quarter gross margin was 30.3% in
2009 compared to gross margin of 7.3% during fourth quarter of 2008. The
increase in gross profit in the fourth quarter of 2009 was primarily due to
increased sales of higher margin products in 2009 fourth quarter and the strong
New Israeli Shekel (NIS) compared to the US dollar. It also reflects stronger
sales in fourth quarter 2009 compared to the prior year-over-year period due to
the general effects of the global economic recession that occurred in the fourth
quarter of 2008.
Mr. Zwi Williger, President and COO of Willi-Food commented: "The fourth quarter
of 2009 proved a strong finish to a turnaround year. We believe it has given us
excellent momentum heading into 2010. To date, we continue to see strong sales
on our new products introduced into the market in 2009, where we made good
progress in expanding our reach and establishing our brand. We are optimistic
that our strong multi-product lineup will continue to strengthen our market
position."
Willi-Food's operating income for the fourth quarter of 2009 increased to NIS
6.2 million (US $1.63 million) compared to an operating loss of NIS 5.7 million
(US $1.52 million) reported in the comparable quarter of last year. Selling
expenses as a percentage of sales increased in the fourth quarter of 2009 to
15.7% compared to 10.8% in the fourth quarter of 2008. General and
administrative expenses as a percentage of sales increased in the fourth quarter
of 2009 to 6.9% from 4.7% in the fourth quarter of 2008. The increase in general
and administrative expenses in the fourth quarter of 2009 was attributed to the
payment of a management bonus that was linked to our financial results - an
expense of NIS 1.0 million (US$ 0.25 million) in the fourth quarter of 2009
compared to an income of NIS 1.2 million (US$ 0.32 million) that was recorded in
the fourth quarter of 2008.
Willi-Food's income before taxes for the fourth quarter of 2009 increased to NIS
6.9 million (US $1.84 million) compared to loss before taxes of NIS 9.0 million
(US $2.39 million) recorded in the fourth quarter of 2008. Willi Food's net
income in the fourth quarter of 2009 increased to NIS 8.0 million (US $2.12
million), or NIS 0.76 (US $0.20) per share compared to net loss of NIS 8.6
million (US $2.28 million), or NIS 0.73 (US $0.19) per share, recorded in the
fourth quarter of 2008.
Willi-Food ended the year with $26.1 million in cash and securities and $1.4
million in short-term debt (51% of the debt of Shamir Salads).
FISCAL 2009 SUMMARY
o 5.0% increase in sales over fiscal year 2008
o 39.3% increase in gross profit over fiscal year 2008
o 241.3% increase in operating income over fiscal year 2008
o 609.9% increase in income before taxes on income over fiscal year 2008
o 686.6% increase in profit from continuing operations over fiscal year
2008
o 11,708.2% increase in net income over fiscal year 2008
Willi-Food's sales for fiscal 2009 increased by 5.0% to NIS 303.5 million (US
$80.39 million) compared to sales of NIS 289.1 million (US $76.57 million) in
fiscal 2008. Gross profit for 2009 increased 39.3% to NIS 83.9 million (US
$22.22 million) compared to gross profit of NIS 60.2 million (US $15.95 million)
for the prior year. Gross margin in 2009 was 27.6% compared to gross margin of
20.8% in 2008. 2009 gross margin is the highest annual gross margin in the
history of the Company.
Operating income in 2009 increased by 241.3% to NIS 33.2 million (US $8.79
million) from NIS 9.7 million (US $2.57 million) reported in 2008. Income before
taxes in 2009 increased by 609.9% to NIS 34.6 million (US $9.18 million)
compared to NIS 4.9 million (US $1.29 million) recorded in 2008. Net income in
2009 was NIS 31.5 million (US $8.35 million), or NIS 2.96 (US $0.79) per share,
compared to NIS 0.3 million (US $0.07 million), or NIS 0.08 (US $0.02) loss per
share, recorded in 2008.
OUTLOOK
Mr. Williger commented: "We are pleased to report significant improvement in our
sales and margins in 2009 on the strength of our higher-margin product
introductions. While we did see pressure on sales from the global recession in
much of 2009, we are encouraged by the strong sales volumes and margins in the
third and fourth quarters of 2009. We are optimistic about our start in the
first quarter of 2010 and believe we can continue to benefit from a
multi-channel approach and broad kosher product base that addresses a trend
toward more health-conscious food choices. We will continue to focus on
controlling expenses and production costs to keep our prices competive, and we
will continue our efforts to expand our reach to retail and wholesale markets in
the U.S."
CONFERENCE CALL
The Company will host a conference call to discuss results on Wednesday, March
3, 2010 at 10:00 a.m. Eastern time. Interested parties may participate in the
conference call by dialing 1-877-941-4775, or 1-480-629-9761 for international
calls, approximately 10 minutes prior to the scheduled start time. Interested
parties can also listen via a live Internet webcast, which will be available on
the day of the call through the following link:
http://viavid.net/dce.aspx?sid=000071A2
A replay of the conference call will be available for 14 days from 1:00 p.m. EST
on March 3, 2010 through 11:59 p.m. EST on March 17, 2010 by dialing
1-303-590-3030, access code 4248711. In addition, a recording of the call will
be available via the the link shown above for one year.
NOTE A: CONVENIENCE TRANSLATION TO U.S. DOLLARS
The convenience translation of New Israeli Shekels (NIS) into U.S. dollars was
made at the rate of exchange prevailing on December 31, 2009, U.S. $1.00 equals
NIS 3.775. 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 fiscal year
ended December 31, 2009 are presented in accordance with International Financial
Reporting Standards ("IFRS").
NOTE C: DISCONTINUED OPERATIONS
Discontinued operations are measured and presented in accordance with the
provisions of IFRS 5 "Non-current Assets Held for Sale and Discontinued
Operations".
The results of discontinued operations are presented in the income statement in
a separate item below income from continuing operations. The comparative income
from discontinued operations has been re-presented to include those operations
classified as discontinued in the current period.
ABOUT G. WILLI-FOOD INTERNATIONAL LTD.
G. Willi-Food International Ltd. (http://www.willi-food.co.il) is an
Israeli-based company specializing in a broad range of kosher food products.
Willi-Food is engaged directly and through its subsidiaries in the design,
import, manufacture, marketing and distribution of over 1,000 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; Gold Frost, a wholly owned subsidiary which designs, develops and
distributes branded kosher, dairy-food products; and Shamir Salads, an Israeli
manufacturer and distributor of a broad line of over 400 Mediterranean-style
chilled salads.
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: 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 ,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 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, INCLUDING WITHOUT LIMITATION,
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, 2008, 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.
{FINANCIAL TABLES TO FOLLOW}
G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
---------------------------------
2 0 0 9 2 0 0 8 2 0 0 9(*)
------- ------- -------
NIS US DOLLARS
-------------------- -------
(IN THOUSANDS)
---------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 87,104 78,749 23,074
Financial assets carried at fair value through profit or loss 11,356 9,367 3,008
Trade receivables 77,752 79,599 20,597
Other receivables 1,990 3,860 527
Current tax assets - 2,456 -
Inventories 44,810 34,417 11,870
------- ------- -------
Total current assets 223,012 208,448 59,076
------- ------- -------
NON-CURRENT ASSETS
Property, plant and equipment 56,363 55,574 14,931
Less -accumulated depreciation 16,978 13,467 4,497
------- ------- -------
39,385 42,107 10,434
------- ------- -------
Long term receivables 760 - 201
Prepaid expenses 12,577 12,666 3,332
Goodwill 1,936 3,829 513
Intangible assets, net 4,674 5,181 1,238
Deferred taxes 375 1,111 99
------- ------- -------
Total non-current assets 59,707 64,894 15,817
======= ======= =======
TOTAL ASSETS 282,719 273,342 74,893
======= ======= =======
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Short-term bank credit 10,372 17,562 2,748
Trade payables 49,527 53,728 13,120
Accruals - 6,197 -
Current tax liabilities 2,801 1,050 742
Other payables and accrued expenses 8,976 4,971 2,378
Employees Benefits 2,977 2,544 789
------- ------- -------
Total current liabilities 74,653 86,052 19,777
------- ------- -------
NON-CURRENT LIABILITIES
Long-term bank loans 97 267 26
Deferred taxes 445 442 117
Warrants to issue shares - 5 -
Employees Benefits 1,044 994 277
------- ------- -------
Total non-current liabilities 1,586 1,708 420
------- ------- -------
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY
Share capital 1,113 1,113 295
Additional paid in capital 59,056 59,056 15,644
Capital fund 247 247 65
Foreign currency translation reserve 639 369 169
Retained earnings 141,883 111,447 37,585
Noncontrolling interest 3,542 13,350 938
------- ------- -------
206,480 185,582 54,696
======= ======= =======
TOTAL EQUITY AND LIABILITIES 282,719 273,342 74,893
======= ======= =======
(*) Convenience Translation into U.S. Dollars.
G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31,
-----------------------------------------------
2 0 0 9 2 0 0 8 2 0 0 9(*)
----------- ----------- -----------
NIS US DOLLARS
----------------------------- -----------
(IN THOUSANDS)
-----------------------------------------------
Sales 303,460 289,068 80,387
Cost of sales 219,569 228,839 58,164
----------- ----------- -----------
GROSS PROFIT 83,891 60,229 22,223
----------- ----------- -----------
OPERATING COSTS AND EXPENSES
Selling expenses 35,598 31,800 9,430
General and administrative expenses 20,451 16,863 5,417
Other (income) expenses (5,330) 1,846 (1,411)
----------- ----------- -----------
50,719 50,509 13,436
=========== =========== ===========
OPERATING INCOME 33,172 9,720 8,787
Finance income 2,744 (4,167) 727
Finance expense 1,273 673 337
----------- ----------- -----------
Finance income (expense), net 1,471 (4,840) 390
=========== =========== ===========
PROFIT BEFORE TAXES ON INCOME 34,643 4,880 9,177
Taxes on income 5,043 1,117 1,336
----------- ----------- -----------
PROFIT FROM CONTINUING OPERATIONS 29,600 3,763 7,841
PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 1,928 (3,496) 511
----------- ----------- -----------
PROFIT FOR THE YEAR 31,528 267 8,352
=========== =========== ===========
ATTRIBUTABLE TO:
Owners of the Company 30,436 (786) 8,063
Noncontrolling interest 1,092 1,053 289
----------- ----------- -----------
NET INCOME 31,528 267 8,352
=========== =========== ===========
EARNINGS (LOSS) PER SHARE - (IN NIS)
Basic from continuing operations 2.81 0.30 0.75
Basic from discontinued operations 0.15 (0.38) 0.04
BASIC EARNINGS (LOSS) PER SHARE 2.96 (0.08) 0.79
Diluted from continuing operations 2.81 0.30 0.75
Diluted from discontinued operations 0.15 (0.38) 0.04
DILUTED EARNINGS (LOSS) PER SHARE 2.96 (0.08) 0.79
Shares used in computation of basic EPS 10,267,893 10,267,893 10,267,893
=========== =========== ===========
Shares used in computation of diluted EPS 10,267,893 10,267,893 10,267,893
=========== =========== ===========
(*) 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.
Contact:
AT THE COMPANY:
G. Willi Food International Ltd.
Ety Sabach, CFO
(+972) 8-932-1000
ety@willi-food.co.il
INVESTOR RELATIONS:
RedChip Companies, Inc.
Dave Gentry
800-733-2447, Ext. 104
407-644-4256, Ext. 104
info@redchip.com
----------
SOURCE: G. Willi-Food International Ltd.