6-K
G WILLI FOOD INTERNATIONAL LTD (WILC)
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 2023
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 the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ 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 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 ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On May 15, 2023, G. Willi-Food International Ltd. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2023. A copy of the press release is filed herewith as Exhibit 99.1.
Signatures
Pursuant to 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. | |
|---|---|
| By: | /s/ Yitschak Barabi |
| Name: Yitschak Barabi | |
| Title: Chief Financial Officer |
Date: May 15, 2023
Exhibit 99.1
FOR IMMEDIATE RELEASE
G. WILLI-FOOD INTERNATIONAL REPORTS FIRST QUARTER 2023 RESULTS WITH A RECORD HIGH QUARTERLY SALES
YAVNE, Israel – May 15, 2023 - G. Willi-Food International Ltd. (NASDAQ: WILC) (the “Company” or “Willi-Food”), a global company that specializes in the development, marketing and international distribution of kosher foods, today announced its unaudited financial results for the first quarter ended March 31, 2023.
First Quarter Fiscal Year 2023
| • | Sales increased by 28.2% to NIS 151.4 million (US$ 41.9 million) from NIS 118.1 million (US$ 32.7 million) in the first quarter of 2022. |
|---|---|
| • | Gross profit increased by 17.0% year-over-year to NIS 40.0 million (US$ 11.1 million). |
| --- | --- |
| • | Operating income increased by 37.7% year-over-year to NIS 13.0 million (US$ 3.6 million). |
| --- | --- |
| • | Cash and securities balance of NIS 236.7 million (US$ 65.5 million) as of March 31, 2023. |
| --- | --- |
| • | Basic earnings per share of NIS 0.78 (US$ 0.21). |
| --- | --- |
Management Comment
Zwi Williger & Joseph Williger, Chairmen & CEO of Willi-Food, commented: "We are pleased to present the Company’s first quarter 2023 financial results with record quarterly sales and strong operational results. Although the Company’s gross profit margin was adversly affected by the strengthening of the USD and Euro currencies in which the Company buys its products and the increase of product prices, the Company succeeded in achieving an improvement in its operational profit. This improvement was mainly due to the increase with sales, which resulted from the expansion of our range of products, an increase in inventory levels and availability and increased efforts in advertising and marketing, these actions caused an increase in demand for the Company's products and higher availability of the Company's products in stores. We believe that investing in our logistic capabilities and in sales and marketing capabilitis will help us to further expand our business activity in the future.
First Quarter Fiscal 2023 Summary
Sales for the first quarter of 2023 increased by 28.2% to NIS 151.4 million (US$ 41.9 million) from NIS 118.1 million (US$ 32.7 million) recorded in the first quarter of 2022. Sales increased mainly due to (i) an increase in the range of the Company's products, (ii) increased efforts to increase our inventory levels and its availability for the increasing demand for our products, (iii) increased efforts to improve presence of the Company’s line of products in stores and (iv) advertising and promotional campaigns.
Gross profit for the first quarter of 2023 increased by 17.0% to NIS 40.0 million (US$ 11.1 million) compared to NIS 34.2 million (US$ 9.5 million) recorded in the first quarter of 2022. First quarter gross profit rate decreased by 2.6% to 26.4% compared to gross profit rate of 29.0% for the same period in 2022. The increase in gross profit was mainly due to increased sales that offset the increased costs of the Company’s imported products compared to the cost of products in the first quarter of 2022.
Selling expenses increased by 3.6% to NIS 19.9 million (US$ 5.5 million) compared to NIS 19.2 million (US$ 5.3 million) in the first quarter of 2022. The increase was primarily due to an increase in expenses transportation and maintenance to support the increased sales.
General and administrative expenses increased by 29.1% to NIS 7.1 million (US$ 2.0 million) compared to NIS 5.5 million (US$ 1.5 million) in the first quarter of 2022. The increase in general and administrative expenses was primarily due to an increase in management compensation and options grants made under the Company's option plan.
Operating profit for the first quarter of 2023 increased by 37.7% to NIS 13.0 million (US$ 3.6 million) compared to NIS 9.5 million (US$ 2.6 million) in the first quarter of 2022. The increase was primarily due to the increase in gross profit.
Financial income, net was NIS 0.5 million (US$ 0.1 million) for the first quarter of 2023 compared to NIS 5.8 million (US$ 1.6 million) in the first quarter of 2022. Financial income, net for the first quarter of 2023 comprised mainly from interest and dividend income from the Company’s portfolio of securities in an amount of NIS 3.8 million (USD 1.0 million) and expenses from revaluation of the Company’s portfolio of securities to fair value in an amount of NIS 3.3 million (USD 0.9 million).
Willi-Food’s income before taxes for the first quarter of 2023 was NIS 13.5 million (US$ 3.7 million) compared to income before taxes of NIS 15.3 million (US$ 4.2 million) in the first quarter of 2022.
Willi-Food's net profit in the first quarter of 2023 was NIS 10.8 million (US$ 3.0 million), or NIS 0.78 (US$ 0.21) per share, compared to NIS 13.6 million (US$ 3.8 million), or NIS 0.98 (US$ 0.27) per share, recorded in the first quarter of 2022. Net profit for the first quarter of 2023 decreased by 20.5% year-over-year. The decrease in net profit was mainly due to a decrease from revaluation of the Company’s portfolio of securities to fair value.
Willi-Food ended the first quarter of 2023 with NIS 236.7 million (US$ 65.5 million) in cash and securities. Net cash used for continuing activities for the first quarter of 2023 was NIS 21.0 million (US$ 5.8 million). Willi-Food's shareholders' equity at the end of March 2023 was NIS 540.7 million (US$ 149.6 million).
NOTE A: NIS to US$ exchange rate used for convenience only
The convenience translation of New Israeli Shekels (NIS) into U.S. dollars was made at the rate of exchange prevailing on March 31, 2023, with U.S. $1.00 equal to NIS 3.615 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, 2023 are presented in accordance with International Financial Reporting Standards (“IFRS”).
ABOUT G. WILLI-FOOD INTERNATIONAL LTD.
G. Willi-Food International Ltd. (http://www.willi-food.com) 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, marketing and distribution of over 650 food products worldwide. As one of Israel's leading food importers, Willi-Food markets and sells its food products to over 1,500 customers and 3,000 selling points 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 and Euro European Dairies, a wholly owned subsidiary that designs, develops and distributes branded kosher, dairy-food products.
FORWARD LOOKING STATEMENT
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: war in Ukraine, the COVID-19 pandemic, disruptions to international commercial shipping and disruptions in commodity pricing monetary risks including changes in marketable securities or 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, 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 changes in consumer preferences, our inability to protect our intellectual property rights, 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 Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 22, 2023. 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 2 3 | 2 0 2 2 | 2022 | 2 0 2 3 | 2 0 2 2 | 2022 | |||||||||||||
| NIS | US dollars (*) | |||||||||||||||||
| (in thousands) | ||||||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets | ||||||||||||||||||
| Cash and cash equivalents | 131,472 | 198,339 | 150,607 | 36,368 | 54,866 | 41,662 | ||||||||||||
| Financial assets carried at fair value through profit or loss | 105,272 | 147,808 | 116,762 | 29,121 | 40,887 | 32,299 | ||||||||||||
| Trade receivables | 177,648 | 139,781 | 165,838 | 49,142 | 38,667 | 45,875 | ||||||||||||
| Other receivables and prepaid expenses | 8,113 | 6,723 | 4,956 | 2,245 | 1,860 | 1,371 | ||||||||||||
| Inventories | 95,596 | 66,537 | 71,929 | 26,444 | 18,406 | 19,897 | ||||||||||||
| Current tax assets | 2,732 | 4,305 | 3,117 | 756 | 1,191 | 862 | ||||||||||||
| Total current assets | 520,833 | 563,493 | 513,209 | 144,076 | 155,877 | 141,966 | ||||||||||||
| Non-current assets | ||||||||||||||||||
| Property, plant and equipment | 106,052 | 89,563 | 99,216 | 29,337 | 24,775 | 27,446 | ||||||||||||
| Less -Accumulated depreciation | 52,593 | 49,735 | 51,533 | 14,549 | 13,758 | 14,255 | ||||||||||||
| 53,459 | 39,828 | 47,683 | 14,788 | 11,017 | 13,191 | |||||||||||||
| Right of use asset | 3,289 | 3,544 | 3,391 | 910 | 980 | 938 | ||||||||||||
| Financial assets carried at fair value through profit or loss | 44,084 | 31,282 | 44,113 | 12,195 | 8,653 | 12,203 | ||||||||||||
| Goodwill | 36 | 36 | 36 | 10 | 10 | 10 | ||||||||||||
| Total non-current assets | 100,868 | 74,690 | 95,223 | 27,903 | 20,660 | 26,342 | ||||||||||||
| 621,701 | 638,183 | 608,432 | 171,979 | 176,537 | 168,308 | |||||||||||||
| EQUITY AND LIABILITIES | ||||||||||||||||||
| Current liabilities | ||||||||||||||||||
| Current maturities of lease liabilities | 2,243 | 1,025 | 2,194 | 620 | 284 | 607 | ||||||||||||
| Trade payables | 27,242 | 22,509 | 24,842 | 7,536 | 6,227 | 6,872 | ||||||||||||
| Employees Benefits | 4,590 | 5,051 | 3,756 | 1,270 | 1,397 | 1,039 | ||||||||||||
| Financial liabilities at fair value through profit or loss | - | 6,519 | - | - | 1,803 | - | ||||||||||||
| Other payables and accrued expenses | 41,068 | 30,542 | 11,836 | 11,360 | 8,449 | 3,275 | ||||||||||||
| Total current liabilities | 75,143 | 65,646 | 42,628 | 20,786 | 18,160 | 11,793 | ||||||||||||
| Non-current liabilities | ||||||||||||||||||
| Lease liabilities | 1,205 | 2,643 | 1,284 | 333 | 730 | 355 | ||||||||||||
| Deferred taxes | 3,663 | 3,296 | 4,198 | 1,013 | 912 | 1,161 | ||||||||||||
| Retirement benefit obligation | 924 | 1,688 | 878 | 256 | 467 | 243 | ||||||||||||
| Total non-current liabilities | 5,792 | 7,627 | 6,360 | 1,602 | 2,109 | 1,759 | ||||||||||||
| Shareholders' equity | ||||||||||||||||||
| Share capital | 1,490 | 1,490 | 1,490 | 412 | 412 | 412 | ||||||||||||
| Additional paid in capital | 171,976 | 170,760 | 171,550 | 47,573 | 47,237 | 47,455 | ||||||||||||
| Remeasurement of the net liability in respect of defined benefit | (195 | ) | (959 | ) | (195 | ) | (54 | ) | (265 | ) | (54 | ) | ||||||
| Capital fund | 247 | 247 | 247 | 68 | 68 | 68 | ||||||||||||
| Retained earnings | 367,876 | 394,000 | 386,980 | 101,766 | 108,990 | 107,049 | ||||||||||||
| Treasury shares | (628 | ) | (628 | ) | (628 | ) | (174 | ) | (174 | ) | (174 | ) | ||||||
| Equity attributable to owners of the Company | 540,766 | 564,910 | 559,444 | 149,591 | 156,268 | 154,756 | ||||||||||||
| 621,701 | 638,183 | 608,432 | 171,979 | 176,537 | 168,308 |
(*) Convenience translation into U.S. dollars.
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three months | Three months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ended | ended | |||||||||||
| March 31, | March 31, | |||||||||||
| 2 0 2 3 | 2 0 2 2 | 2 0 2 3 | 2 0 2 2 | |||||||||
| NIS | US dollars (*) | |||||||||||
| In thousands (except per share and share data) | ||||||||||||
| Sales | 151,356 | 118,069 | 41,869 | 32,661 | ||||||||
| Cost of sales | 111,322 | 83,827 | 30,795 | 23,189 | ||||||||
| Gross profit | 40,034 | 34,242 | 11,074 | 9,472 | ||||||||
| Operating costs and expenses: | ||||||||||||
| Selling expenses | 19,919 | 19,238 | 5,510 | 5,322 | ||||||||
| General and administrative expenses | 7,117 | 5,546 | 1,969 | 1,534 | ||||||||
| Other income | 25 | - | 7 | - | ||||||||
| Total operating expenses | 27,011 | 24,784 | 7,472 | 6,856 | ||||||||
| Operating income | 13,023 | 9,458 | 3,602 | 2,616 | ||||||||
| Financial income | 4,606 | 6,030 | 1,274 | 1,668 | ||||||||
| Financial expenses | (4,080 | ) | (182 | ) | (1,129 | ) | (50 | ) | ||||
| Total financial income, net | 526 | 5,848 | 145 | 1,618 | ||||||||
| Income before taxes on income | 13,549 | 15,306 | 3,747 | 4,234 | ||||||||
| Taxes on income | (2,704 | ) | (1,662 | ) | (748 | ) | (460 | ) | ||||
| Profit for the period | 10,845 | 13,644 | 2,999 | 3,774 | ||||||||
| Earnings per share: | ||||||||||||
| Basic / diluted earnings per share | 0.78 | 0.98 | 0.21 | 0.27 | ||||||||
| Shares used in computation of<br><br> basic/diluted EPS | 13,867,017 | 13,867,017 | 13,867,017 | 13,867,017 | ||||||||
| Actual number of shares | 13,867,017 | 13,867,017 | 13,867,017 | 13,867,017 |
(*) Convenience translation into U.S. dollars.
G. WILLI-FOOD INTERNATIONAL LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three months<br><br> <br>ended | Three months<br><br> <br>ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||
| 2 0 2 3 | 2 0 2 2 | 2 0 2 3 | 2 0 2 2 | |||||
| NIS | US dollars (*) | |||||||
| In thousands (except per share and share data) | ||||||||
| CASH FLOWS - OPERATING ACTIVITIES | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Profit from continuing operations | 10,845 | 13,644 | 2,999 | 3,774 | ||||
| Adjustments to reconcile net profit to net cash used in continuing operating activities (Appendix A) | (31,858 | ) | (11,347 | ) | (8,812 | ) | (3,139 | ) |
| Net cash from (used in) continuing operating activities | (21,013 | ) | 2,297 | (5,813 | ) | 635 | ||
| CASH FLOWS - INVESTING ACTIVITIES | ||||||||
| Acquisition of property plant and equipment | (6,811 | ) | (2,317 | ) | (1,884 | ) | (641 | ) |
| Proceeds from sale of marketable securities, net | 8,493 | 8,204 | 2,348 | 2,269 | ||||
| Net cash provided investing activities | 1,682 | 5,887 | 464 | 1,628 | ||||
| CASH FLOWS - FINANCING ACTIVITIES | ||||||||
| Lease liability payments | (493 | ) | (531 | ) | (136 | ) | (147 | ) |
| Net cash used in continuing financing activities | (493 | ) | (531 | ) | (136 | ) | (147 | ) |
| Increase (decrease) in cash and cash equivalents | (19,824 | ) | 7,653 | (5,485 | ) | 2,116 | ||
| Cash and cash equivalents at the beginning of the year | 150,607 | 195,718 | 41,662 | 54,141 | ||||
| Exchange gains (losses) on cash and cash equivalents | 689 | (5,032 | ) | 191 | (1,392 | ) | ||
| Cash and cash equivalents at the end of the year | 131,472 | 198,339 | 36,368 | 54,865 |
(*) Convenience Translation into U.S. Dollars.
G. WILLI-FOOD INTERNATIONAL LTD.
APPENDIX TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS – OPERATING ACTIVITIES:
| A. | Adjustments to reconcile net profit to net cash from continuing operating activities: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months | Three months | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ended | ended | |||||||||||
| March 31, | March 31, | |||||||||||
| 2 0 2 3 | 2 0 2 2 | 2 0 2 3 | 2 0 2 2 | |||||||||
| NIS | US dollars (*) | |||||||||||
| (in thousands) | ||||||||||||
| Decrease (increase) in deferred income taxes | (535 | ) | 1,279 | (148 | ) | 354 | ||||||
| Unrealized loss (gain) on marketable securities | 3,024 | (2,148 | ) | 837 | (594 | ) | ||||||
| Unrealized gain of financial liabilities at fair value through profit or loss | - | (7,441 | ) | - | (2,058 | ) | ||||||
| Depreciation and amortization | 1,625 | 1,848 | 450 | 511 | ||||||||
| Capital gain on disposal of property plant and equipment | (25 | ) | - | (7 | ) | - | ||||||
| Exchange losses (gain) on cash and cash equivalents | (689 | ) | 5,032 | (191 | ) | 1,392 | ||||||
| Stock based compenation reserve | 426 | - | 118 | - | ||||||||
| Changes in assets and liabilities: | ||||||||||||
| Increase in trade receivables and other receivables | (11,247 | ) | (3,226 | ) | (3,111 | ) | (892 | ) | ||||
| Increase in inventories | (23,667 | ) | (7,009 | ) | (6,547 | ) | (1,939 | ) | ||||
| Increase in trade and other payables, and other current liabilities | 2,564 | 3,165 | 709 | 876 | ||||||||
| Cash generated from operations | (28,524 | ) | (8,500 | ) | (7,890 | ) | (2,350 | ) | ||||
| Income tax paid | (3,334 | ) | (2,847 | ) | (922 | ) | (789 | ) | ||||
| Net cash flows from operating activities | (31,858 | ) | (11,347 | ) | (8,812 | ) | (3,139 | ) | ||||
| B. | Significant non-cash transactions: | |||||||||||
| --- | --- | |||||||||||
| Three months | Three months | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| ended | ended | |||||||||||
| March 31, | March 31, | |||||||||||
| 2 0 2 3 | 2 0 2 2 | 2 0 2 3 | 2 0 2 2 | |||||||||
| NIS | US dollars (*) | |||||||||||
| (in thousands) | ||||||||||||
| Dividend payable | 29,949 | 19,966 | 8,285 | 5,523 |
(*) 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.
Company Contact:
G. Willi - Food International Ltd.
Yitschak Barabi, Chief Financial Officer
(+972) 8-932-1000
itsik.b@willi-food.co.il
SOURCE: G. Willi-Food International Ltd.