6-K

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 2024

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 March 21, 2024, G. Willi-Food International Ltd. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 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: March 21, 2024

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

G. WILLI-FOOD INTERNATIONAL REPORTS 9.0% INCREASE IN

SALES AND A RECORD HIGH ANNUAL SALES IN 2023.

YAVNE, Israel - March 21, 2024 - G. Willi-Food International Ltd. (NASDAQ: WILC and TASE: WILF) (the “Company” or “Willi-Food”), a global company that specializes in the development, marketing and international distribution of kosher foods, today announced its financial results for the fiscal year ended December 31, 2023.

Fiscal Year 2023 Highlights

• Sales increased by 9.0% to NIS 543.3 million (US$ 149.8 million) from NIS 498.3 million (USD 1374. million) in fiscal year 2022.

• Gross profit decreased by 15.9% from fiscal year 2022 to NIS 120.6 million (USD 33.3 million) in 2023.

• Operating profit decreased by 54.9% from fiscal year 2022 to NIS 20.4 million (USD 5.6 million) in 2023.

• Cash and cash equivalents balance of NIS 239.6 million (USD 66.1 million) as of December 31, 2023.

• Basic earnings per share of NIS 2.28 (US$ 0.63).

Management Comment

Zwi Williger Chairmen & Joseph Williger CEO, commented: "We are very pleased to present our fiscal year 2023 financial results with record annual sales. Calendar year 2023 was characterized by an appreciation of the value of the Israeli shekel and worldwide increase of prices of goods worldwide compared to 2022. As a result, the Company experienced a decrease in gross profit. Also in October 7, 2024, the "Iron swords" war broke out between the State of Israel and the terror organization of Hamas in Gaza, which led to additional military conflicts on other fronts, including repeated attacks on ships in the Red Sea by the Houthis from Yemen, which caused restrictions of sailing on this route. One of the results has been an increase in transport costs of goods from the Far East, as well as significant delays in the arrival of goods from those destinations. Despite these negative effects, the Company increased its sales by expanding the range of its product portfolio and improving the visibility of its products in the stores. In parallel, the Company is working to improve the commercial terms with its customers and suppliers in order to improve its gross profit and operating profit results. The Company is also continuing the construction of the new logistics center which, in our estimation, after its completion will contribute significantly to the company's logistics capabilities and support continued growth both in terms of sales and in improving profit. Our main goals for 2024 are increasing sales by increasing the variety of products offered and by increasing the visibility and presence of our products on the shelves, improving our commercial terms with our customers and suppliers as well as continuing the construction of the new logistics center which is expected to be completed in 2025.

Fiscal 2023 Summary

Revenues for fiscal year 2023 increased by 9.0% to NIS 543.3 million (USD 149.8 million) from NIS 498.3 million (USD 137.4 million) recorded in fiscal year 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 visibility of the Company’s line of products in stores and (iv) in advertising and promotional campaigns.

Gross profit for fiscal year 2023 decreased by 15.7% to NIS 120.6 million (USD 33.3 million), or 22.2% of revenues, from NIS 143.1 million (USD 39.4 million), or 28.7% of revenues, recorded in fiscal year 2022. The decrease in gross profit and gross margins was mainly due to increased costs of the Company’s imported products.

Selling expenses for fiscal year 2023 were NIS 74.2 million (USD 20.5 million), or 13.6% of revenues, remaining at the same level compared to NIS 74.1 million (USD 20.4 million), or 14.9% of revenues recorded in fiscal year 2022. The decrease of selling expenses as a percentage of revenues was mainly due to a decrease in advertising costs.

General and administrative expenses for fiscal year 2023 increased by 8.3% to NIS 26.1 million (USD 7.2 million), or 4.8% of revenues, from NIS 24.1 million (USD 6.6 million), or 4.8% of revenues, recorded in fiscal year 2022. The increase in general and administrative expenses was primarily due to an increase in management compensation, including grants made under the Company's option plan.

Operating profit for fiscal year 2023 decreased by 54.9% to NIS 20.4 million (USD 5.6 million), or 3.7% of revenues, from NIS 45.1 million (USD 12.4 million), or 9.0% of revenues, recorded in fiscal year 2022. The decrease in operating profit was primarily due to an increase in cost of sales.

Financial income, net, for fiscal year 2023 amounted to NIS 18.8 million (USD 5.2 million), compared to NIS  8.9million (USD 2.5 million) recorded in fiscal year 2022. Financial income, net for fiscal year 2023 comprised mainly of income from interest and dividend income from the Company’s portfolio of securities in an amount of NIS 14.3 million (USD 3.9 million) and income from revaluation of the Company’s portfolio of securities to fair value in the amount of NIS 5.3 million (USD 1.5 million), offset by expenses from other finance expenses in an amount of NIS 1.5 million (USD 0.4 million). Financial income, net for fiscal year 2022 comprised mainly of income from interest and dividend income from the Company’s portfolio of securities in an amount of NIS 9.0 million (USD 2.5 million) and exchange rate differences in an amount of NIS 4.4 million (USD 1.2 million), offset by expenses from revaluation of the Company’s portfolio of securities to fair value in an amount of NIS 3.8 million (USD 1.0 million).

Willi-Food ended fiscal year 2023 with NIS 239.6 million (USD 66.1 million) in cash and cash equivalents with no debt. Net cash from operating activities in fiscal year 2023 was NIS 33.3 million (USD 9.2 million). Willi-Food's shareholders' equity at the end of December 2023 was NIS 552.2 million (USD 152.2 million).

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

The conversion from New Israeli Shekels (NIS) into U.S. dollars was made at the exchange rate of USD 1.00 to NIS 3.627 as of December 31, 2023. The use of USD is solely for the convenience of the reader.

NOTE B: IFRS

The Company’s consolidated financial results for fiscal year ended December 31, 2023 are presented in accordance with International Financial Reporting Standards.

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 STATEMENTS

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 include statements regarding the timing of construction of the Company’s new logistics center and its expected benefits. 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: delays in the construction of the Company’s new logistics center and the risk that its expected benefits will not be materialized, 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 political, economic and military conditions in Israel, particularly the recent war in Israel, and economic conditions in the Company's core markets, delays and price increases due to the attacks on global shipping routes in the Red Sea, , 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, risks associated with product liability claims and risks associated with the start of credit extension activity. 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, 2023, filed with the Securities and Exchange Commission on March 21, 2024. 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

	December 31,						December 31,
	2 0 2 3			2 0 2 2			2 0 2 3			2 0 2 2
	NIS						US dollars (*)
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents		137,466			150,607			37,901			41,524
Financial assets at fair value through profit or loss		102,163			116,762			28,167			32,192
Trade receivables, Net		160,379			165,838			44,218			45,723
Other receivables and prepaid expenses		10,164			4,956			2,802			1,366
Inventories, Net		62,475			71,929			17,225			19,832
Current tax assets		9,497			3,117			2,618			859
Total current assets		482,144			513,209			132,931			141,496
Non-current assets
Property, plant and equipment		122,222			99,216			33,698			27,355
Less -Accumulated depreciation		55,636			51,533			15,339			14,208
		66,586			47,683			18,359			13,147
Right of use asset		2,124			3,391			586			935
Financial assets at fair value through profit or loss		46,143			44,113			12,722			12,162
Goodwill		36			36			10			10
Total non-current assets		114,889			95,223			31,677			26,254
		597,033			608,432			164,608			167,750
EQUITY AND LIABILITIES
Current liabilities
Current maturities of lease liabilities		1,512			2,194			417			605
Trade payables		21,622			24,842			5,961			6,849
Employees Benefits		4,193			3,756			1,156			1,036
Other payables and accrued expenses		10,854			11,836			2,993			3,264
Total current liabilities		38,181			42,628			10,527			11,754
Non-current liabilities
Lease liabilities		694			1,284			191			354
Deferred taxes		4,868			4,198			1,342			1,156
Retirement benefit obligation		1,055			878			291			242
Total non-current liabilities		6,617			6,360			1,824			1,752
Shareholders' equity
Share capital		1,490			1,490			411			411
Additional paid in capital		172,589			171,550			47,585			47,298
Remeasurement of the net liability in respect of defined benefit		(154	)		(195	)		(42	)		(54	)
Capital fund		247			247			68			68
Retained earnings		378,691			386,980			104,408			106,694
Treasury shares		(628	)		(628	)		(173	)		(173	)
Equity attributable to owners of the Company		552,235			559,444			152,257			154,244
		597,033			608,432			164,608			167,750

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

G. WILLI‑FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended December 31,						For the year ended December 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		543,262			498,325			149,783			137,393
Cost of sales		422,695			355,228			116,541			97,940
Gross profit		120,567			143,097			33,242			39,453
Operating costs and expenses:
Selling expenses		74,216			74,106			20,462			20,432
General and administrative expenses		26,110			24,117			7,199			6,649
Other income		(109	)		(222	)		(30	)		(61	)
Total operating expenses		100,217			98,001			27,631			27,020
Operating profit		20,350			45,096			5,611			12,433
Financial income		20,363			13,417			5,614			3,699
Financial expense		1,521			4,539			419			1,251
Total Finance income		18,842			8,878			5,195			2,448
Income before taxes on income		39,192			53,974			10,806			14,881
Taxes on income		7,536			12,410			2,078			3,422
Income after taxes on income		31,656			41,564			8,728			11,459
Earnings per share:
Basic / diluted earnings per share		2.28			3.00			0.63			0.83
Shares used in computation of 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

	For the year ended						For the year ended
	December 31,						December 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		31,656			41,564			8,728			11,460
Adjustments to reconcile net profit to net cash from continuing operating activities (Appendix A)		2,052			(27,495	)		566			(7,581	)
Net cash from continuing operating activities		33,708			14,069			9,294			3,879
CASH FLOWS - INVESTING ACTIVITIES
Acquisition of property plant and equipment		(4,605	)		(**) (6,006)			(1,270	)		(1,656	)
Acquisition of property plant and equipment under construction		(18,941	)		(**) (7,344)			(5,222	)		(2,025	)
Proceeds from sale of property plant and Equipment		208			351			57			97
Proceeds from sale of marketable securities, net		18,166			21,285			5,009			5,868
Net cash used in (from) continuing investing activities		(5,172	)		8,286			(1,426	)		2,284
CASH FLOWS - FINANCING ACTIVITIES
Lease liability payments		(2,408	)		(2,180	)		(664	)		(601	)
Dividend distribution		(39,945	)		(54,906	)		(11,012	)		(15,138	)
Net cash used to continuing financing activities		(42,353	)		(57,086	)		(11,676	)		(15,739	)
Decrease in cash and cash equivalents		(13,817	)		(34,731	)		(3,808	)		(9,576	)
Cash and cash equivalents at the beginning of the year		150,607			195,718			41,523			53,961
Exchange gains (losses) on cash and cash equivalents		676			(10,380	)		186			(2,862	)
Cash and cash equivalents at the end of the year		137,466			150,607			37,901			41,523

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

(**)        Reclassified

G. WILLI-FOOD INTERNATIONAL LTD.

APPENDIX TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended						For the year ended
	December 31,						December 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:
A.          Adjustments to reconcile net profit to net cash from continuing operating activities
Decrease in deferred income taxes		670			2,181			185			601
Unrealized loss (gain) on marketable securities		(5,597	)		2,985			(1,543	)		823
Loss (gain) of financial liabilities at fair value through profit or loss		-			(13,960	)		-			(3,849	)
Depreciation and amortization		6,950			6,508			1,916			1,794
Stock based compensation reserve		1,039			790			286			218
Capital gain on disposal of property plant and equipment		(109	)		(222	)		(30	)		(61	)
Exchange (losses) gains on cash and cash equivalents		(676	)		10,380			(186	)		2,862
Changes in assets and liabilities:
Decrease (Increase) in trade receivables and other receivables		7,527			(17,151	)		2,075			(4,729	)
Decrease (increase) in inventories		9,454			(12,401	)		2,607			(3,419	)
Increase (decrease) in trade payables, other payables and other current liabilities		(3,547	)		5,418			(978	)		1,494
Cash generated from operations		15,711			(15,472	)		4,332			(4,266	)
Income tax paid		(13,659	)		(12,023	)		(3,766	)		(3,315	)
Net cash flows from (used in) operating activities		2,052			(27,495	)		566			(7,581	)

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

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.