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 2009
----------------------------------------
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 12, 2009.
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 12, 2009
By: /s/ Ety Sabach
--------------------------------
Ety Sabach
Chief Financial Officer
 |
News |
FOR IMMEDIATE RELEASE
G. WILLI-FOOD REPORTS NET LOSS OF NIS 7.5 MILLION FOR THE
FOURTH QUARTER OF 2008 AND NET LOSS OF NIS 0.8 MILLION FOR
FISCAL 2008
PRICE VOLATILITY OF GLOBAL FOOD COMMODITES CONTINUES
YAVNE, ISRAEL - MARCH 12, 2009 - 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 range of
quality kosher food products, today announced its audited financial results for
the fourth quarter and fiscal year ended December 31, 2008.
FOURTH QUARTER FISCAL 2008 SUMMARY
o 34.8% increase in sales over fourth quarter of 2007
o 7.4% gross profit in fourth quarter of 2008
o Operating loss of NIS 6.7 million (US $1.8 million) in fourth quarter
2008
o Loss before taxes of NIS 10.5 million (US $2.8 million) in fourth
quarter of 2008
o Loss after taxes of NIS 8.6 million (US $2.3 million) in fourth
quarter of 2008
o Net loss related to Company Shareholders of NIS 7.5 million (US $2.0
million) in fourth quarter of 2008
Sales for the fourth quarter of fiscal 2008 increased by 34.8% to NIS 84.6
million (US $22.3 million) compared to sales of NIS 62.8 million (US $16.5
million) in the fourth quarter of 2007. Willi-Food's organic growth in its home
market of Israel was very slow in the fourth 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 fourth quarter of 2008 increased by 14.6% to NIS 6.3
million (US $1.7 million) compared to gross profit of NIS 5.5 million (US $1.4
million) in the fourth quarter of 2007. Fourth quarter gross margin was 7.4%
compared to gross margin of 8.7% during the same period in 2007. As previously
announced by the Company on December 29, 2008, during the fourth quarter of
2008, the global purchase prices of food products sharply decreased, resulting
in the sharp decrease in the selling prices of the Company's products as well.
Because the Company's commitments to purchase food products were based on higher
prices from its vendors, the immediate consequence was a decline in the gross
margin in the fourth quarter of 2008 and the Company expects a further decline
until approximately mid 2009 when the Company will complete the sale of the
inventory in the orders from vendors backlog acquired at the higher prices. The
decrease of global purchase prices of food products compounded with the recent
strengthening of the U.S. dollar versus the NIS (a depreciation of more then 11%
of the value of the NIS in the fourth quarter of 2008) and the general effects
of the global economic recession, led to a gross margin of 7.4% in the fourth
quarter of 2008. The gross margin for the fourth quarter of 2007 was also
impacted by an impairment charge in the amount of NIS 3.2 million (US $0.8
million) for expired and unsaleable Laish inventory.
To the extent that global purchase prices of food products continue to decline,
or the depreciation of the NIS versus the U.S. dollar will continue (the
depreciation of the NIS versus the U.S. dollar from January 1, 2009 through
March 10, 2009 was 12%), the Company's gross margins may be impacted beyond the
second quarter of 2009 because the Company must continue to purchase inventory
from foreign vendors in advance to take into account the time for manufacture
and shipment of products.
Mr. Zwi Williger, President and COO of Willi-Food commented, "Fourth quarter
results were affected by the sharp decrease in global purchase prices, the
depreciation of the NIS versus the U.S. dollar, the continued environment of
uncertainty in the global financial markets, and the recession that has begun in
our home market. We believe that Willi-Food's results in 2009 will be affected
by the economic situation and significant recession that has affected our
customers and the global markets."
Willi-Food's operating loss for the fourth quarter of 2008 decreased by 25.9% to
NIS 6.7 million (US $1.8 million) compared to NIS 9.0 million (US $2.4 million)
reported in the comparable quarter of last year. Selling expenses as a
percentage of revenues increased in the fourth quarter of 2008 to 9.4% compared
to 8.5% in the fourth quarter of 2007. General and administrative expenses as a
percentage of revenue decreased in the fourth quarter of 2008 to 4.7% from 10.5%
in the fourth quarter of 2007. General and administrative expenses in the fourth
quarter of 2007 included an unrecoverable accounts receivables adjustment in the
amount of NIS 2.2 million (US $0.6 million) at Laish. In addition, impairment of
goodwill related to the Danish dairy distributor was NIS 1.1 million million (US
$0.3 million) in the fourth quarter of 2008 compared to an impairment of
goodwill related to Laish in the ammount of NIS 3.1 million (US $0.8 million) in
the fourth quarter of 2007.
Willi-Food's loss before taxes for the fourth quarter of 2008 increased by 22.2%
to NIS 10.5 million (US $2.8 million) compared to loss before taxes of NIS 8.6
million (US $2.3 million) recorded in the fourth quarter of 2007. Willi Food's
net loss related to Company Shareholders in the fourth quarter of 2008 decreased
by 5.1% to NIS 7.5 million (US $2.0 million), or NIS 0.73 (US $0.19) per share
compared to a net loss related to Company Shareholders of NIS 7.9 million (US
$2.1 million), or NIS 0.77 (US $0.20) per share, recorded in the fourth quarter
of 2007.
FISCAL 2008 SUMMARY
o 39.9% increase in sales over fiscal 2007
o 33.2% increase in gross profit over fiscal 2007
o 48.1% increase in operating income over fiscal 2007
o 76.4% decrease in income before taxes on income over fiscal 2007
o 94.2% decrease in income after taxes on income over fiscal 2007
o Net loss related to Company Shareholders of NIS 0.8 million (US $0.2
million) in fiscal 2008 compared with net income related to Company
Shareholders of NIS 2.3 million (US $0.6 million) in fiscal 2007
Willi-Food's sales for fiscal 2008 increased by 39.9% to NIS 349.2 million (US
$91.9 million) compared to sales of NIS 249.7 million (US $65.7 million) in
fiscal 2007. Gross profit for 2008 increased 33.2% to NIS 67.6 million (US $17.8
million) compared to gross profit of NIS 50.7 million (US $13.3 million) for the
prior year. Gross margin in 2008 was 19.4% compared to gross margin of 20.3% in
2007.
Operating income in 2008 increased by 48.1% to NIS 7.4 million (US $2.0 million) from NIS 5.0 million (US $1.3 million) reported in 2007. Income before taxes in 2008 decreased by 76.4% to NIS 1.7 million (US $0.5 million) compared to NIS 7.3 million (US $1.9 million) recorded in 2007. Net loss related to Company Shareholders in 2008 was NIS 0.8 million (US $0.2 million), or NIS 0.08 (US $0.02) per share, compared to net income related to the Company Shareholders, of NIS 2.3 million (US $0.6 million), or NIS 0.23 (US $0.06) per share, recorded in 2007. OUTLOOK Mr. Williger commented, "Willi-Food is facing a global recession that we expect will harm our results in 2009 - both in terms of sales and net profit. In 2008, we faced challenges pertaining to food commodities that exceeded global inflation rates. 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 in 2009 due to the global economic situation and to increased unemployment both of which are affecting, and we expect will continue to affect, our customer base, both in the retail and in the wholesale markets, in Israel and abroad. " Mr. Williger concluded, "In light of the anticipated continued recession and increasing unemployment rates, our foreseeable challenges ahead will be in managing our expenses, and in particular the cost of our products, to an acceptable degree in order to accommodate our consumers' anticipated desire 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." 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 1,500 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 December 31, 2008, U.S. $1.00 equals
NIS 3.802. 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, 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
DECEMBER 31,
---------------------------------------
2 0 0 8 2 0 0 7 2 0 0 8 (*)
-------- -------- --------
NIS US DOLLARS
----------------------- --------
(IN THOUSANDS)
---------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 78,749 61,649 20,713
Marketable securities 9,367 31,267 2,464
Trade receivables 79,599 63,798 20,936
Other receivables and prepaid expenses 6,443 2,520 1,695
Inventories 34,417 31,020 9,052
-------- -------- --------
TOTAL CURRENT ASSETS 208,575 190,254 54,860
-------- -------- --------
FIXED ASSETS
Cost 54,920 44,569 14,445
Less: accumulated depreciation and amortization 12,813 8,355 3,370
-------- -------- --------
42,107 36,214 11,075
-------- -------- --------
OTHER ASSETS, NET 22,660 12,984 5,959
======== ======== ========
273,342 239,452 71,894
======== ======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES
Short-term loans 17,561 5,978 4,619
Trade payables 53,728 34,330 14,132
Related parties 1,467 3,945 386
Other payables and accrued expenses 13,296 3,356 3,497
-------- -------- --------
TOTAL CURRENT LIABILITIES 86,052 47,609 22,634
-------- -------- --------
LONG TERM LIABILITIES
Long term loan 267 - 70
Deffered tax 442 33 116
Accrued severance pay 994 163 261
-------- -------- --------
TOTAL LONG TERM LIABILITIES 1,703 196 447
-------- -------- --------
WARRANTS TO ISSUE SHARES 5 1,040 1
-------- -------- --------
SHAREHOLDERS' EQUITY
Ordinary shares NIS 0.10 par value
(authorized - 50,000,000 shares, issued and
outstanding - 10,267,893 shares 1,113 1,113 293
Additional paid-in capital 59,056 59,056 15,533
Capital fund 247 - 65
Foreign currency translation reserve 369 (414) 97
Retained earnings 111,447 112,233 29,313
Minority Interest 13,350 18,619 3,511
-------- -------- --------
185,582 190,607 48,812
======== ======== ========
273,342 239,452 71,894
======== ======== ========
(*)Convenience translation into US dollars
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-------------------------------------------------
2 0 0 8 2 0 0 7 2 0 0 8 (*)
----------- ----------- -----------
NIS US DOLLARS
------------------------------ -----------
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
-------------------------------------------------
Sales 349,227 249,693 91,853
Cost of sales 281,651 198,961 74,080
----------- ----------- -----------
GROSS PROFIT 67,576 50,732 17,773
----------- ----------- -----------
Selling expenses 33,759 24,263 8,879
General and administrative expenses 23,127 18,869 6,083
Other (Income) Expense 2,195 (470) 577
Impairment of Goodwill 1,067 3,054 280
----------- ----------- -----------
Total operating expenses 60,148 45,716 15,819
----------- ----------- -----------
OPERATING INCOME 7,428 5,016 1,954
Financial income (4,095) 2,304 (1,077)
Financial expense 1,612 30 424
----------- ----------- -----------
Income before taxes on income 1,721 7,290 453
Taxes on income 1,454 2,649 382
----------- ----------- -----------
INCOME AFTER TAXES ON INCOME 267 4,641 71
=========== =========== ===========
RELATED TO:
Company Shareholders' (786) 2,339 (206)
Minority interest 1,053 2,302 277
----------- ----------- -----------
NET INCOME 267 4,641 71
=========== =========== ===========
Earnings per share data:
Earnings per share:
Basic (0.08) 0.23 (0.02)
=========== =========== ===========
Diluted (0.08) 0.23 (0.02)
=========== =========== ===========
Shares used in computing basic and diluted
earnings per ordinary share: 10,267,893 10,267,893 10,267,893
=========== =========== ===========
(*) Convenience translation into US dollars