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 May 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 May 17, 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: May 17, 2010 By: /s/ Ety Sabach ------------------------------- Name: Ety Sabach Title: Chief Financial Officer
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G. WILLI-FOOD REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS; NET INCOME ATTRIBUTABLE TO THE OWNERS OF THE COMPANY UP 18.7% TO $2.0 MILLION -- FIRST QUARTER SALES INCREASED 15.5% OVER FIRST QUARTER 2009 SALES -- FIRST QUARTER GROSS PROFIT INCREASED 39.9% OVER FIRST QUARTER 2009 GROSS PROFIT -- FIRST QUARTER OPERATING PROFIT INCREASED 38.3% OVER FIRST QUARTER 2009 OPERATING PROFIT YAVNE, Israel - May 17, 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 kosher foods, today announced its unaudited financial results for the first quarter ended March 31, 2010. FIRST QUARTER FISCAL 2010 HIGHLIGHTS o Sales increased 15.5% over first quarter of 2009 to NIS 95.0 million (US $25.6 million) o Gross profit increased 39.9% over first quarter of 2009 to NIS 28.3 million (US $7.6 million) o Gross margins improved to 29.7% compared to 24.6% in the first quarter of 2009 o Operating income increased 38.3% over first quarter of 2009 to NIS 10.5 million (US $2.8 million) o Net income attributable to the owners of the company increased 18.7% over first quarter of 2009 to NIS 7.3 million (US $2.0 million) Sales for the first quarter of fiscal 2010 increased by 15.5% to NIS 95.0 million (US $25.6 million) compared to sales of NIS 82.3 million (US $22.2 million) in the first quarter of 2009. The increase was driven by the introduction of new products as well as increased awareness of the Willi-Food brand in the Israeli market following a national media campaign launched during the quarter. Gross profit for the first quarter of 2010 increased by 39.9% to NIS 28.3 million (US $7.6 million) compared to gross profit of NIS 20.2 million (US $5.4 million) in the first quarter of 2009. First quarter gross margin was 29.7% compared to a gross margin of 24.6% during the same period in 2009. The increase in gross margins was largely due to the introduction of higher-margin products into the product lineup. Mr. Zwi Williger, President and COO of Willi-Food commented: "We are very pleased to report a robust first quarter with gross profit up 40 percent. Our strong performance in the quarter was driven by expanded sales volume in the Israeli market as a result of our nationwide media campaign launched in the first quarter and aimed at broadening awareness of our brand. As we see global consumer demand for kosher foods continuing to increase, we are confident that our focused marketing strategy in Israel and the introduction of higher-margin products targeted to health-conscious and kosher consumers worldwide will continue to support our growth in 2010. We will continue to pursue strategic distribution partnerships to enable us to further penetrate the U.S. markets."
Willi-Food's operating income for the first quarter of 2010 increased by 38.3% to NIS 10.5 million (US $2.8 million) compared to NIS 7.6 million (US $2.1 million) reported in the first quarter of 2009. Selling expenses as a percentage of revenues increased in the first quarter of 2010 to 12.1% compared to 9.6% in the first quarter of 2009 mainly as a result of a one-time expense related to the media campaign referred to above. General and administrative expenses as a percentage of revenue increased in the first quarter of 2010 to 6.6% from 5.8% in the first quarter of 2009. Willi-Food's income before taxes for the first quarter of 2010 increased by 32.8% to NIS 10.1 million (US $2.7 million) compared to income before taxes of NIS 7.6 million (US $2.0 million) recorded in the first quarter of 2009. Willi Food's net income attributable to the owners of the Company in the first quarter of 2010 increased by 18.7% to NIS 7.3 million (US $2.0 million), or NIS 0.68 (US $0.18) per share compared to a net income attributable to the owners of the Company of NIS 6.2 million (US $1.7 million), or NIS 0.57 (US $0.15) per share, recorded in the first quarter of 2009.
"Revenue from new products introduced in the quarter also continues to maintain good momentum. Sales generated by our newly established export division in Israel are also adding to our top line. We are optimistic about the rest 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 competitive, and we will continue our efforts to expand our reach to retail and wholesale markets in the U.S. We remain committed to our strategy of expanding marketing channels for our higher-margin products in the U.S. and Israeli markets and on promoting our broad base of kosher products to health-conscious consumers across Europe, Israel and in the United States." 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 March 31, 2010, U.S. $1.00 equals NIS 3.713. The translation was made solely for the convenience of the reader. NOTE B: IFRS The Company's consolidated financial results for the three-month period ended March 31, 2010 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-casted 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 high-quality, great-tasting 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 who 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: MONETARY RISKS INCLUDING 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, 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 AMENDMENT NO. 5 TO FORM F-1, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 2010. 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.
G. WILLI-FOOD INTERNATIONAL LTD. CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, -------- -------- -------- -------- 2 0 1 0 2 0 0 9 2 0 1 0 2 0 0 9 -------- -------- -------- -------- NIS US DOLLARS (*) ------------------------- ------------------------ (IN THOUSANDS) --------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents 131,024 87,104 35,288 23,459 Financial assets carried at fair value through profit or loss 13,594 11,356 3,661 3,058 Trade receivables 94,550 77,752 25,465 20,941 Other receivables and prepaid expenses 1,554 1,990 418 536 Inventories 56,026 44,810 15,089 12,068 ------- ------- ------ ------ TOTAL CURRENT ASSETS 296,748 223,012 79,921 60,062 ------- ------- ------ ------ NON-CURRENT ASSETS Property, plant and equipment 67,109 67,120 18,074 18,077 Less -Accumulated depreciation 18,405 17,542 4,957 4,724 ------- ------- ------ ------ 48,704 49,578 13,117 13,353 ------- ------- ------ ------ Long term receivables 480 760 129 205 Prepaid expenses 2,258 2,384 608 642 Goodwill 1,936 1,936 521 521 Intangible assets 4,522 4,674 1,218 1,259 Deferred taxes 383 375 103 101 ------- ------- ------ ------ Total non-current assets 58,283 59,707 15,696 16,081 ======= ======= ====== ====== 355,031 282,719 95,617 76,143 ======= ======= ====== ====== EQUITY AND LIABILITIES CURRENT LIABILITIES Short-term bank credit 10,076 10,372 2,714 2,793 Trade payables 46,251 49,382 12,457 13,300 Accruals 475 145 128 39 Current tax liabilities 5,157 2,801 1,389 754 Other payables and accrued expenses 3,870 8,976 1,042 2,418 Employees Benefits 3,443 2,977 927 802 ------- ------- ------ ------ TOTAL CURRENT LIABILITIES 69,272 74,653 18,657 20,106 ------- ------- ------ ------ NON-CURRENT LIABILITIES Long-term bank loans 75 97 20 26 Deferred taxes 390 445 105 120 Employees Benefits 1,082 1,044 291 281 ------- ------- ------ ------ TOTAL NON-CURRENT LIABILITIES 1,547 1,586 416 427 ------- ------- ------ ------ SHAREHOLDERS' EQUITY Share capital NIS 0.10 par value (authorized - 50,000,000 shares, issued and outstanding - 13,573,678 shares at March 31, 2010; 10,267,893 shares at December 31, 2009) 1,444 1,113 389 300 Additional paid in capital 128,978 59,056 34,737 15,905 Capital fund 247 247 66 66 Foreign currency translation reserve 687 639 185 172 Retained earnings 149,212 141,883 40,186 38,213 Noncontrolling interest 3,644 3,542 981 954 ------- ------- ------ ------ 284,212 206,480 76,544 55,610 ======= ======= ====== ====== 355,031 282,719 95,617 76,143 ======= ======= ====== ====== (*)Convenience translation into U.S. dollars
G. WILLI-FOOD INTERNATIONAL LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED THREE MONTHS ENDED MARCH 31 MARCH 31 ----------------------------- ---------------------------- 2 0 1 0 2 0 0 9 2 0 1 0 2 0 0 9 ---------- ---------- ---------- ---------- NIS US DOLLARS (*) ----------------------------- ---------------------------- (IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA) ------------------------------------------------------------------ Sales 95,039 82,292 25,596 22,163 Cost of sales 66,782 62,088 17,986 16,722 ---------- ---------- ---------- ---------- GROSS PROFIT 28,257 20,204 7,610 5,441 ---------- ---------- ---------- ---------- Selling expenses 11,466 7,883 3,088 2,123 General and administrative expenses 6,273 4,796 1,689 1,292 Other Income (17) (95) (4) (26) ---------- ---------- ---------- ---------- Total operating expenses 17,722 12,584 4,773 3,389 ---------- ---------- ---------- ---------- OPERATING INCOME 10,535 7,620 2,837 2,052 Financial income (153) 662 (41) 178 Financial expense 291 683 79 184 ---------- ---------- ---------- ---------- Income before taxes on income 10,091 7,599 2,717 2,046 Taxes on income 2,660 1,532 716 412 ---------- ---------- ---------- ---------- INCOME FROM CONTINUING OPERATIONS 7,431 6,067 2,001 1,634 INCOME FROM DISCONTINUED OPERATIONS -- 691 -- 186 ---------- ---------- ---------- ---------- NET INCOME 7,431 6,758 2,001 1,820 ========== ========== ========== ========== ATTRIBUTABLE TO: Owners of the company 7,329 6,176 1,974 1,663 Non - controlling interests 102 582 27 157 ---------- ---------- ---------- ---------- NET INCOME 7,431 6,758 2,001 1,820 ========== ========== ========== ========== Earnings per share data: Earnings per share: Basic from continuing operations 0.68 0.57 0.18 0.15 ========== ========== ========== ========== Basic from discontinued operations -- 0.03 -- 0.01 ========== ========== ========== ========== BASIC 0.68 0.60 0.18 0.16 ========== ========== ========== ========== Diluted from continuing operations 0.68 0.57 0.18 0.15 ========== ========== ========== ========== Diluted from discontinued operations -- 0.03 -- 0.01 ========== ========== ========== ========== DILUTED 0.68 0.60 0.18 0.16 ========== ========== ========== ========== Shares used in computing basic and diluted earnings per ordinary share: 10,745,395 10,267,893 10,745,395 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.