6-K

G WILLI FOOD INTERNATIONAL LTD (WILC)

6-K 2023-12-21 For: 2023-12-21
View Original
Added on April 08, 2026

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 December 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 ☐


INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On December 21, 2023, G. Willi-Food International Ltd. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 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: December 21, 2023



Exhibit 99.1

G. WILLI-FOOD INTERNATIONAL REPORTS THE RESULTS OF THIRD QUARTER 2023

YAVNE, Israel – December 21, 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 third quarter ended September 30, 2023.

Third Quarter Fiscal Year 2023

Sales for the third quarter of 2023 were NIS 123.9 million (US$ 32.4 million) remain at the same level as in the third quarter of 2022.
Gross profit decreased by 30.9% year-over-year to NIS 23.5 million (US$ 6.1 million).
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Operating profit decreased by 94.7% year-over-year to NIS 0.5 million (US$ 0.13 million).
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Net profit decreased by 35.6% year-over-year to NIS 4.9 million (US$ 1.3 million(.
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Cash and securities balance of NIS 221.1 million (US$ 57.9 million) as of September 30, 2023.
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Basic earnings per share of NIS 0.35 (US$ 0.1).
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Management Comment

Zwi Williger & Joseph Williger, Chairmen & CEO of Willi-Food, commented “In the third quarter of 2023, the Company sales remained at the same level compared to the same period last year. We believe that the timing of the holidays (Rosh Hashana) compared to last year's timing, was a significant factor for this stagnation. In addition, our gross margin continues to be negatively affected by the sharp fluctuations in the currency exchange rates. We are working hard to improve the financial results by improving the terms of commercial arrangements with our suppliers and customers. We hope and believe that the hard work will bear fruit and the Company's financial results, sales and gross margin will improve, from the fourth quarter of this year onwards.

"Iron swords" – war

On October 7, 2023, Israel’s security cabinet declared war on Hamas, a militant organization located in the Gaza Strip. Following the commencement of this war, hostilities intensified between Israel and Hezbollah, a militant organization located in Lebanon. The war led to a curtailment of business activities in Israel, evacuation of villages and towns bordering the Gaza Strip and in the north of Israel, a significant call‑up of military reserves (including two of our senior executive employees), limitations on gatherings in places of work and public areas, restrictions on carrying on the operation of schools in the educational system and lower availability of work force. These consequences and restrictions minimized Israeli business operations and affected the country's economic activity. Until the date of this report we have not recognized, a material effect on our operations, and we have had sufficient work force to maintain our business and to support the demand for our products which increased after this war started, particularly products with a long shelf life.


Additionally, recently, major shipping firms announced the suspension of operations through a Red Sea strait. We predict that this development will cause delays, increased costs, and potential disruptions to the arrival of goods imported by the Company from the Far East.

Due to these challenges, as of the date of this report, it remains difficult to accurately assess the extent to which the ongoing conflict may impact our business and financial results in the upcoming quarters and throughout the duration of the war.

Third Quarter Fiscal 2023 Summary

Sales for the third quarter of 2023 were NIS 123.9 million (US$ 32.4 million) remain at the same level as in the third quarter of 2022. One of the reasons for this stagnation is the timing of the Rosh Hashana Holiday which fell on a weekend in the middle of September this year compared to 2022 when the holiday fell on the middle of the week in the end of September. This difference resulted in fewer selling days for the Company

Gross profit for the third quarter of 2023 decreased by 30.9% to NIS 23.5 million (US$ 6.1 million), or 19.0% of revenues, compared to NIS 34.1 million (US$ 8.9 million), or 27.5% of revenues in the third quarter of 2022. The decrease in gross profit was due to (i) increased costs of the Company’s imported products compared to the cost of products in the third quarter of 2022, mainly because of an increase in raw materials and (ii) the weakening of the Israeli shekel in relation to the euro and US$ currencies.

Selling expenses decreased by 7.5% to NIS 17.3 million (US$ 4.5 million) compared to NIS 18.7 million (US$ 4.9 million) in the third quarter of 2022. The decrease was primarily due to a decrease in expenses for advertising and promotion.

General and administrative expenses for the third quarter of 2023 were NIS 5.9 million (US$ 1.5 million), remaining at the same level as in the third quarter of 2022.

Operating profit for the third quarter of 2023 decreased by 94.7% to NIS 0.5 million (US$ 0.13 million) compared to NIS 9.5 million (US$ 2.5 million) in the third quarter of 2022. The decrease was primarily due to the decrease in the gross profit.

Financial income, net for the third quarter of 2023 totaled NIS 5.7 million (US$ 1.5 million) compared to NIS 0.04 million (US$ 0.01 million) in the third quarter of 2022. Financial income for the third quarter of 2023 was comprised mainly of (i) income from revaluation of the Company’s portfolio of securities to fair value in the amount of NIS 2.5 million (US$ 0.65 million) and (ii) interest and dividend income from the Company’s portfolio of securities in the amount of NIS 2.6 million (US$ 0.68 million).

Willi-Food’s income before taxes for the third quarter of 2023 was NIS 6.2 million (US$ 1.6 million) compared NIS 9.6 million (US$ 2.5 million) in the third quarter of 2022.

Willi-Food's net profit in the third quarter of 2023 was NIS 4.9 million (US$ 1.3 million), or NIS 0.35 (US$ 0.09) per share, compared to NIS 7.6 million (US$ 2.0 million), or NIS 0.55 (US$ 0.14) per share, in the third quarter of 2022.

Willi-Food ended the third quarter of 2023 with NIS 221.1 million (US$ 57.9 million) in cash and securities. Net cash used in operating activities for the third quarter of 2023 was NIS 8.4 (US$ 2.1 million).


First Nine Months of Fiscal 2023 Highlights

Sales increased by 10.8% to NIS 404.5 million (US$ 105.9 million) from NIS 365.1 million (US$ 95.6 million) in the first nine months of 2022.
Gross profit decreased by 16.3% year-over-year to NIS 89.6 million (US$ 23.5 million).
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Operating income decreased by 56.7% year-over-year to NIS 14.5 million (US$ 3.8 million).
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Net profit decreased by 27.6% year-over-year to NIS 20.6 million (US$ 5.4 million), or 5.1% of sales.
--- ---
Basic earnings per share of NIS 1.49 (US$ 0.39).
--- ---

First Nine Months Fiscal 2023 Summary

Sales for the first nine-months period ending September 30, 2023 increased by 10.8% to NIS 404.5 million (US$ 105.9 million) compared to NIS 365.1 million (US$ 95.6 million) in the first nine months of 2022. Sales increased mainly due to increases (i) in the range of the Company's products, (ii) in our inventory levels and its availability for the demand of our products, (iii) in the Company’s efforts to improve presence of the Company’s line of products in stores and (iv) in advertising and promotional campaigns.

Gross profit for the first nine-months of 2023 decreased by 16.3% to NIS 89.6 million (US$ 23.5 million), or 22.2% of revenues, compared to NIS 107.1 million (US$ 28.0 million), or 29.3% of revenues, in the first nine months of 2022. The decrease in gross profit and margin was due to (i) an increase in the costs of the Company’s imported products compared to the cost of products in the third quarter of 2022, mainly because of an increase in raw materials and (ii) the weakening of the Israeli shekel in relation to the euro and dollar currencies.

Selling expenses for the first nine-months of 2023 were NIS 56.0 million (US$ 14.7 million), remaining at the same level compared to first nine-months of 2022.

General and administrative expenses for the first nine-months of 2023 were NIS 19.3 million (US$ 5.1 million), compared General and administrative expenses of NIS 17.3 million (US$ 4.5 million) in the first nine months of 2022. The increase was primarily due to an increase in management compensation and options grants made under the Company's option plan.

Operating profit for the first nine-months of 2023 decreased by 56.7% to NIS 14.5 million (US$ 3.8 million) from NIS 33.4 million (US$ 8.7 million) for the first nine-months of 2022. The decrease was primarily due to an increase in cost of sales and operating costs.

Financial income net, totaled NIS 11.6 million (US$ 3.0 million) compared to financial income, net of NIS 0.9 million (US$ 0.2 million) in the first nine months of 2022. Financial income, net for the first nine months of 2023 was comprised mainly of income interest and dividend income from the Company’s portfolio of securities in the amount of NIS 8.2 million (US$ 2.1 million) and income for revaluation of the Company’s portfolio of securities to fair value in the amount of NIS 2.7 million (US$ 0.7 million).

Willi-Food’s income before taxes for the first nine-months of 2023 was NIS 26.1 million (US$ 6.8 million) compared to NIS 34.4 million (US$ 9.0 million) in the first nine-months of 2022.

Willi-Food's net profit in the first nine-months of 2023 was NIS 20.6 million (US$ 5.4 million), or NIS 1.49 (US$ 0.39) per share, compared to NIS 28.5 million (US$ 7.5 million), or NIS 2.05 (US$ 0.54) per share, recorded in the first nine-months of 2022.


NOTE A: NIS to US$ exchange rate used for convenience only

Convenience translation of New Israeli Shekels (NIS) into U.S. dollars was made at the rate of exchange prevailing on September 30, 2023, with U.S. $1.00 equal to NIS 3.82. The translation is made solely for the convenience of the reader.

NOTE B: IFRS

The Company’s consolidated financial results for the three-month period ended September 30, 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 15, 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

(unaudited)

September 30, December 31 September 30, December 31
2 0 2 3 2 0 2 2 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 2
NIS US dollars (*)
(in thousands)
ASSETS
Current assets
Cash and cash equivalents 121,231 158,016 150,607 31,736 41,365 39,426
Financial assets carried at fair value through profit or loss 99,895 134,506 116,762 26,151 35,211 30,566
Trade receivables 155,857 147,053 165,838 40,800 38,496 43,413
Other receivables and prepaid expenses 8,433 3,161 4,956 2,208 827 1,297
Inventories 75,807 71,811 71,929 19,845 18,799 18,830
Current tax assets 9,556 6,042 3,117 2,502 1,582 816
Total current assets 470,779 520,589 513,209 123,242 136,280 134,348
Non-current assets
Property, plant and equipment 115,789 92,067 99,216 30,311 24,101 25,973
Less - Accumulated depreciation 54,750 51,689 51,533 14,332 13,531 13,490
61,039 40,378 47,683 15,979 10,570 12,483
Right of use asset 2,729 3,679 3,391 714 963 888
Financial assets carried at fair value through profit or loss 44,505 31,922 44,113 11,651 8,357 11,548
Goodwill 36 36 36 9 9 9
Total non-current assets 108,309 76,015 95,223 28,353 19,899 24,928
579,088 596,604 608,432 151,595 156,179 159,276
EQUITY AND LIABILITIES
Current liabilities
Current maturities of lease liabilities 1,847 569 2,194 484 149 574
Trade payables 16,873 16,985 24,842 4,417 4,446 6,503
Employees Benefits 4,132 3,744 3,756 1,082 980 983
Other payables and accrued expenses 8,342 8,045 11,836 2,184 2,106 3,098
Total current liabilities 31,194 29,343 42,628 8,167 7,681 11,158
Non-current liabilities
Lease liabilities 1,079 3,310 1,284 282 866 336
Deferred taxes 4,742 1,997 4,198 1,241 523 1,099
Retirement benefit obligation 1,030 1,811 878 270 474 230
Total non-current liabilities 6,851 7,118 6,360 1,793 1,863 1,665
Shareholders' equity
Share capital 1,490 1,490 1,490 390 390 390
Additional paid in capital 172,477 171,115 171,550 45,151 44,794 44,909
Remeasurement of the net liability in respect of defined benefit (195 ) (959 ) (195 ) (51 ) (251 ) (51 )
Capital fund 247 247 247 65 65 65
Retained earnings 367,652 388,878 386,980 96,244 101,801 101,304
Treasury shares (628 ) (628 ) (628 ) (164 ) (164 ) (164 )
Equity attributable to owners of the Company 541,043 560,143 559,444 141,635 146,635 146,453
579,088 596,604 608,432 151,595 156,179 159,276

(*)          Convenience translation into U.S. dollars.


G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Nine months Three months Nine months
ended ended ended
September 30, September 30, September 30,
2 0 2 3 2 0 2 2 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 404,521 365,124 123,921 123,900 105,896 95,582
Cost of sales 314,895 258,029 100,387 89,829 82,433 67,547
Gross profit 89,626 107,095 23,534 34,071 23,462 28,035
Operating costs and expenses:
Selling expenses 55,982 56,275 17,282 18,678 14,655 14,732
General and administrative expenses 19,311 17,349 5,890 5,856 5,055 4,541
Other income 165 - 140 - 43 -
Total operating expenses 75,128 73,624 23,032 24,534 19,667 19,273
Operating profit 14,498 33,471 502 9,537 3,795 8,762
Financial income 12,142 11,194 5,923 2,616 3,179 2,930
Financial expense 550 10,296 181 2,580 144 2,695
Total financial income 11,592 898 5,742 36 3,035 235
Income before taxes on income 26,090 34,369 6,244 9,573 6,830 8,997
Taxes on income 5,471 5,881 1,339 1,951 1,432 1,539
Profit for the period 20,619 28,488 4,905 7,622 5,398 7,458
Earnings per share:
Basic / Diluted earnings per share 1.49 2.05 0.35 0.55 0.39 0.54
Shares used in computation of basic / diluted EPS 13,867,017 13,867,017 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 13,867,017 13,867,017

(*)          Convenience translation into U.S. dollars.


G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Nine months Three months Nine months
ended ended ended
September 30, September 30, September 30,
2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2
NIS US dollars (*)
(in thousands)
CASH FLOWS - OPERATING ACTIVITIES
Profit from continuing operations 20,619 28,488 4,905 7,622 5,398 7,458
Adjustments to reconcile net profit to net cash used to continuing operating activities (Appendix A) (12,225 ) (18,996 ) 19,817 5,251 (3,200 ) (4,973 )
Net cash from continuing operating activities 8,394 9,492 24,722 12,873 2,198 2,485
CASH FLOWS - INVESTING ACTIVITIES
Acquisition of property plant and equipment (16,548 ) (4,823 ) (7,572 ) (1,447 ) (4,332 ) (1,263 )
Proceeds from sale of marketable securities, net 19,772 9,833 3,739 (2,223 ) 5,176 2,574
Net cash used in (from) continuing investing activities 3,224 5,010 (3,833 ) (3,670 ) 844 1,311
CASH FLOWS - FINANCING ACTIVITIES
Lease liability payments (1,681 ) (1,611 ) (727 ) (583 ) (440 ) (422 )
Dividend (39,946 ) (39,932 ) (9,997 ) (19,965 ) (10,457 ) (10,453 )
Net cash used to continuing financing activities (41,627 ) (41,543 ) (10,724 ) (20,548 ) (10,897 ) (10,875 )
Increase (decrease) in cash and cash equivalents (30,009 ) (27,041 ) 10,165 (11,345 ) (7,856 ) (7,079 )
Cash and cash equivalents at the beginning of the financial period 150,607 195,718 110,916 171,251 39,426 51,235
Exchange losses (profit) on cash and cash equivalents 633 (10,661 ) 150 (1,890 ) 166 (2,791 )
Cash and cash equivalents of the end of the financial year 121,231 158,016 121,231 158,016 31,736 41,365

(*)          Convenience Translation into U.S. Dollars.


G. WILLI-FOOD INTERNATIONAL LTD.

APPENDIX A TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

CASH FLOWS - OPERATING ACTIVITIES:

A.          Adjustments to reconcile net profit to net cash from operating activities:

Nine months Three months Nine months
ended ended ended
September 30, September 30, September 30,
2 0 2 3 2 0 2 2 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 544 (20 ) 397 (201 ) 142 (5 )
Unrealized loss (gain) on marketable securities (3,297 ) 8,885 (2,744 ) 1,892 (863 ) 2,326
Depreciation and amortization 5,008 4,958 1,672 1,660 1,311 1,298
Capital gain on disposal of property plant and equipment (25 ) - - - (7 ) -
Exchange gain (losses) on cash and cash equivalents (633 ) 10,661 (150 ) 1,890 (166 ) 2,791
Unrealized gain of financial liabilities at fair value through profit or loss - (13,960 ) - (1,310 ) - (3,654 )
Stock based compensation reserve 926 355 236 355 242 93
Changes in assets and liabilities:
Increase (decrease) in trade receivables and other receivables 10,882 (496 ) 5,487 8,588 2,849 (130 )
Decrease (increase) in inventories (3,878 ) (12,283 ) 22,495 2,066 (1,015 ) (3,215 )
Decrease in trade and other payables, and other current liabilities (10,935 ) (6,073 ) (5,176 ) (6,767 ) (2,863 ) (1,590 )
Cash generated used in (from) operations (1,408 ) (7,973 ) 22,217 8,173 (370 ) (2,087 )
Income tax paid (10,817 ) (11,023 ) (2,400 ) (2,922 ) (2,832 ) (2,886 )
Net cash flows from (used in) operating activities (12,225 ) (18,996 ) 19,817 5,251 (3,202 ) (4,973 )

(*)          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