FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 2004 ====================================== G. WILLI-FOOD INTERNATIONAL LTD. (Translation of registrant's name into English) 3 Nahal Snir St., Yavne, Israel 81224 (Address of principal executive offices) ====================================== Indicate by check mark whether registrant files or will file annual reports under cover 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):.......... Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. 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):............ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether registrant by furnishing the information contained in this Form 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-________. On November 8, 2004, G. Willi-Food International Ltd. (the "Registrant") announced its unaudited financial results for the third quarter and for the nine months ended September 30, 2004. EXHIBITS The following document is filed herewith as an exhibit to this Form 6-K: Copy of the Company's press release, dated November 8, 2004. 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 8, 2004 By: /s/ Joseph Williger ----------------------- Joseph Williger Chief Executive Officer WILLI FOOD News CONTACT: Gil Hochboim, CFO (+972) 8-932-2233 gil@willi-food.co.il FOR IMMEDIATE RELEASE G. WILLI-FOOD REPORTS 57% GROWTH IN NET INCOME FOR Q3 2004 --5TH STRAIGHT QUARTER OF RECORD REVENUES--UP 32% -- YAVNE, ISRAEL - NOVEMBER 7, 2004 -- G. WILLI-FOOD INTERNATIONAL LTD. (NASDAQ: WILCF) today announced its unaudited financial results for the third quarter and nine months ended September 30, 2004. Revenues for the quarter increased by 32% to NIS 40.5 million (US$ 9.0 milliona) from NIS 30.7 million in the third quarter of 2003. Gross profit for the period increased by 68%, resulting in a gross margin of 22% compared to 17% in the comparable quarter of 2003. Operating income increased by 518% to NIS 3.5 million (US$ 0.8 million) from NIS 0.6 million in the third quarter of 2003. Net income for the three month period increased by 67% to NIS 2.3 million (US$ 0.5 million), or NIS 0.54 (US$ 0.12) per share compared to NIS 1.5 million, or NIS 0.35 per share, in the same period of 2003. "We are pleased to report another quarter of strong revenue growth, the reflection of our expanded marketing and advertising efforts, a continuously expanding product line and an improving Israeli economy," said Mr. Zvi Williger, President and COO of Willi-Food. "The improvement in our profitability demonstrates continous close control of expenses, improved purchasing terms and an increasing proportion of sales to wholesalers and institutional customers. Our strategies for 2005 include the continued introduction of new products in Israel together with the massive expansion of our logistical capabilities, and the launch of exciting new sales channels in the U.S." Revenues for the nine month period increased by 27% to NIS 130.8 million (US$ 29.2 million) from NIS 102.7 million in the first three quarters of 2003. Gross profit for the period increased by 45%, resulting in a gross margin of 23% compared to 20% in the first nine months of 2003. Operating income increased by 82% to NIS 11.3 million (US$ 2.5 million) from NIS 6.2 million in the first three quarters of 2003. Net income for the period increased by 18% to NIS 8.1 million (US$ 1.8 million), or NIS 1.88 (US$ 0.42) per share compared to NIS 6.9 million, or NIS 1.61 per share, in the same period of 2003. Willi-Food International 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 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,000 customers. The Company excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them. Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, competition, changing economic conditions and other risk factors detailed in the Company's SEC filings. NOTE A: CONVENIENCE TRANSLATION TO DOLLARS The convenience translation of the Adjusted New Israeli Shekel (NIS) into U.S. dollars was made at the rate of exchange prevailing at September 30, 2004: U.S. $1.00 equals NIS 4.482. The translation was made solely for the convenience of the reader. G. WILLI-FOOD INTERNATIONAL LTD. CONDENSED CONSOLIDATED BALANCE SHEETS CONVENIENCE ADJUSTED NEW TRANSLATION ISRAELI SHEKELS(1) INTO U.S. DOLLARS ------- ------- ------- SEPTEMBER 30 DECEMBER 31, SEPTEMBER 30 ------- ------- ------- 2 0 0 4 2 0 0 3 2 0 0 4 ------- ------- ------- I N T H O U S A N D S --------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents 48,796 12,463 10,887 Marketable securities 2,232 42,298 498 Trade receivables 39,374 29,674 8,785 Receivables and other current assets 2,881 2,902 643 Related parties 537 - 120 Inventories 23,611 18,823 5,268 ------- ------- ------- TOTAL CURRENT ASSETS 117,431 106,160 26,201 ------- ------- ------- PROPERTY AND EQUIPMENT, NET 3,285 3,398 733 ------- ------- ------- OTHER ASSETS, NET 58 61 13 ======= ======= ======= 120,774 109,619 26,947 ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payables: Short term debt 720 - 161 Current maturity - 45 - Trade payables 16,384 16,110 3,654 Related parties 1,806 1,348 404 Payables and other current liabilities 5,901 4,796 1,317 ------- ------- ------- TOTAL CURRENT LIABILITIES 24,811 22,299 5,536 ------- ------- ------- LONG TERM LIABILITIES Accrued severance pay, net 194 170 43 Other long term liabilities - - - ------- ------- ------- TOTAL LONG TERM LIABILITIES 194 170 43 ------- ------- ------- SHAREHOLDERS' EQUITY 95,769 87,150 21,368 ======= ======= ======= 120,774 109,619 26,947 ======= ======= ======= (1) Adjusted to NIS as of December 2003 G. WILLI-FOOD INTERNATIONAL LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ADJUSTED ADJUSTED NEW NEW ISRAELI ISRAELI CONVENIENCE TRANSLATION SHEKELS (1) SHEKELS (1) INTO U.S. DOLLARS ----------- --------- ------------------------- NINE MONTHS THREE MONTHS NINE MONTHS THREE MONTHS ------------------------- ------------------------- --------- --------- ENDED SEPTEMBER 30, ENDED SEPTEMBER 30 --------------------------------------------------------- ------------------------- 2 0 0 4 2 0 0 3 2 0 0 4 2 0 0 3 2 0 0 4 2 0 0 4 --------- --------- --------- --------- --------- --------- I N T H O U S A N D S (EXCEPT PER SHARE AND SHARE DATA) ------------------------------------------------------------------------------------------ Sales 130,789 102,706 40,476 30,721 29,182 9,030 Cost of sales 101,006 82,162 31,654 25,458 22,536 7,062 --------- --------- --------- --------- --------- --------- GROSS PROFIT 29,783 20,544 8,822 5,263 6,646 1,968 --------- --------- --------- --------- --------- --------- Selling expenses 11,532 8,024 2,946 2,677 2,573 657 General and administrative expenses 6,997 6,334 2,350 2,015 1,561 524 --------- --------- --------- --------- --------- --------- Total operating expenses 18,529 14,358 5,296 4,692 4,134 1,181 --------- --------- --------- --------- --------- --------- OPERATING INCOME 11,254 6,186 3,526 571 2,512 787 Financial income, net 902 3,107 208 1,480 201 46 Other income 34 8 - 8 8 - --------- --------- --------- --------- --------- --------- Income before taxes on income 12,190 9,301 3,734 2,059 2,721 833 Taxes on income 4,124 2,439 1,390 567 920 310 --------- --------- --------- --------- --------- --------- NET INCOME 8,066 6,862 2,344 1,492 1,801 523 ========= ========= ========= ========= ========= ========= Earnings per share data: Earnings per share: Basic 1.88 1.61 0.54 0.35 0.39 0.12 ========= ========= ========= ========= ========= ========= Diluted 1.88 1.61 0.54 0.35 0.39 0.12 ========= ========= ========= ========= ========= ========= Shares used in computing basic and diluted earnings per ordinary share: 4,297,500 4,277,500 4,307,500 4,277,500 4,297,500 4,307,500 ========= ========= ========= ========= ========= ========= (1) Adjusted to NIS as of December 2003