Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 August 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 August 30, 2023, G. Willi-Food International Ltd. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 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: August 30, 2023

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

YAVNE, Israel – August 30, 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 second quarter ended June 30, 2023.

Second Quarter Fiscal Year 2023

•	Sales increased by 4.9% to NIS 129.2 million (US$ 34.9 million) from NIS 123.2 million (US$ 33.3 million) in the second quarter of 2022.

•	Gross profit decreased by 32.8% year-over-year to NIS 26.1 million (US$ 7.1 million).

•	Operating profit decreased by 93.3% year-over-year to NIS 1.0 million (US$ 0.3 million).

•	Net profit decreased by 32.6% year-over-year to NIS 4.9 million (US$ 1.3 million).

•	Cash and securities balance of NIS 212.1 million (US$ 57.3 million) as of June 30, 2023.

•	Basic earnings per share of NIS 0.4 (US$ 0.1).

Management Comment

Zwi Williger & Joseph Williger, Chairmen & CEO of Willi-Food, commented “In the second quarter of 2023, the Company experienced increased prices in the products it acquires and the weakening, by approximately 10%, of the Israeli shekel in relation to the euro and US$ currencies. Those two factors negatively affected the Company’s profit margins, which was reflected in the Company’s second quarter financial results. The Company reached its internal sales goals for the second quarter of 2023 and is working hard to improve its financial results by improving the terms of its commercial arrangements with its suppliers and customers. The Company is also looking for new potential markets abroad to sell its products. We believe that the cost-of-living issue in Israel become more prominent among the public and as a result we believe that the public in Israel is looking for quality lower cost substitutes for the more familiar food brands. Since most of our products are substitutes to familiar brands, we hope the demand for our products to increase.

Second Quarter Fiscal 2023 Summary

Sales for the second quarter of 2023 increased by 4.9% to NIS 129.2 million (US$ 34.9 million) from NIS 123.2 million (US$ 33.3 million) recorded in the second quarter 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 second quarter of 2023 decreased by 32.8% to NIS 26.1 million (US$ 7.1 million), or 20.2% of revenues, compared to NIS 38.8 million (US$ 10.5 million), or 31.5% of revenues in the second 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 second 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 for the second quarter of 2023 were NIS 18.8 million (US$ 5.1 million), remaining at the same level compared to second quarter of 2022.

General and administrative expenses for the second quarter of 2023 were NIS 6.3 million (US$ 1.7 million), remaining at the same level as in the second quarter of 2022.

Operating profit for the second quarter of 2023 decreased by 93.3% to NIS 1.0 million (US$ 0.3 million) compared to NIS 14.5 million (US$ 3.9 million) in the second quarter of 2022. The decrease was primarily due to the decrease in gross profit.

Financial income, net for the second quarter of 2023 totaled NIS 5.3 million (US$ 1.4 million) compared to a loss of NIS 5.0 million (US$ 1.4 million) in the second quarter of 2022 and provides a positive difference of NIS 10.3 million. Financial income for the second 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 3.4 million (US$ 0.9 million) and (ii) interest and dividend income from the Company’s portfolio of securities in the amount of NIS 2.3 million (US$ 0.6 million).

Willi-Food’s income before taxes for the second quarter of 2023 was NIS 6.3 million (US$ 1.7 million) compared to NIS 9.5 million (US$ 2.6 million) in the second quarter of 2022.

Willi-Food's net profit in the second quarter of 2023 was NIS 4.9 million (US$ 1.3 million), or NIS 0.35 (US$ 0.1) per share, compared to NIS 7.2 million (US$ 1.9 million), or NIS 0.5 (US$ 0.14) per share, in the second quarter of 2022.

Willi-Food ended the second quarter of 2023 with NIS 212.1 million (US$ 57.3 million) in cash and securities. Net cash from operating activities for the second quarter of 2023 was NIS 4.7 million (US$ 1.3 million).

First Half Fiscal 2023 Highlights

•	Sales increased by 16.3% to NIS 280.6 million (US$ 75.8 million) from NIS 241.2 million (US$ 65.2 million) in the first half of 2022.

•	Gross profit decreased by 9.5% year-over-year to NIS 66.0 million (US$ 17.8 million).

•	Operating income decreased by 41.5% year-over-year to NIS 14.0 million (US$ 3.9 million).

•	Net profit decreased by 24.7% year-over-year to NIS 15.7 million (US$ 4.2 million), or 5.6% of sales.

•	Basic earnings per share of NIS 1.13 (US$ 0.3).

First Half Fiscal 2023 Summary

Sales for the six-month period ending June 30, 2023 increased by 16.3% to NIS 280.6 million (US$ 75.8 million) compared to NIS 241.2 million (US$ 65.2 million) recorded in the first half of 2022. Sales increased mainly due to increases (i) in the range of the Company's products, (ii) in inventory levels and its availability for the increasing demand for 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 half of 2023 decreased by 9.5% to NIS 66.3 million (US$ 17.9 million), or 23.6% of revenues, compared to NIS 73.0 million (US$ 19.7 million), or 30.3% of revenues, in the first half of 2022. The decrease in gross profit was due to (i) an increase in the costs of the Company’s imported products compared to the cost of products in the second 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. The main effect of the increase in the price of products occurred in the second quarter of the year.

General and administrative expenses for the first half of 2023 increased by 16.8% to NIS 13.4 million (US$ 3.6 million), compared General and administrative expenses of NIS 11.5 million (US$ 3.1 million) in the first half 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 half of 2023 decreased by 41.5% to NIS 14.0 million (US$ 3.9 million) from NIS 23.9 million (US$ 6.5 million) for the first half of 2022. The decrease was primarily due to an increase in cost of sales and operating costs.

Financial income, net for the first half of 2023 totaled NIS 5.9 million (US$ 1.6 million) compared to NIS 0.9 million (US$ 0.2 million) in the first half of 2022. Financial income, net for the first half of 2023 was comprised mainly dividend income from the Company’s portfolio of securities in the amount of NIS 6.3 million (US$ 1.7 million) and expenses for commissions and other interest in the amount of NIS 1.0 million (US$ 0.3 million)

Willi-Food’s income before taxes for the first half of 2023 was NIS 19.8 million (US$ 5.4 million) compared to NIS 24.8 million (US$ 6.7 million) in the first half of 2022.

Willi-Food's net profit in the first half of 2023 was NIS 15.7 million (US$ 4.2 million), or NIS 1.1 (US$ 0.3) per share, compared to NIS 20.9 million (US$ 5.6 million), or NIS 1.5 (US$ 0.41) per share, recorded in the first half 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 June 30, 2023, with U.S. $1.00 equal to NIS 3.7. The translation is made solely for the convenience of the reader.

NOTE B: IFRS

The Company’s consolidated financial results for the two-month period ended June 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 23, 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)

	June 30,						December 31			June 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		110,916			171,251			150,607			29,977			46,283			40,705
Financial assets carried at fair value through profit or loss		101,140			134,261			116,762			27,335			36,287			31,557
Trade receivables		166,020			153,268			165,838			44,870			41,424			44,822
Other receivables and prepaid expenses		3,828			2,401			4,956			1,035			649			1,339
Inventories		98,302			73,877			71,929			26,568			19,967			19,440
Current tax assets		7,086			6,253			3,117			1,916			1,690			842
Total current assets		487,292			541,311			513,209			131,701			146,300			138,705

Non-current assets
Property, plant and equipment		108,217			90,621			99,216			29,248			24,492			26,815
Less - Accumulated depreciation		53,708			50,631			51,533			14,516			13,684			13,928
		54,509			39,990			47,683			14,732			10,808			12,887

Right of use asset		3,359			3,587			3,391			908			969			916
Financial assets carried at fair value through profit or loss		44,252			31,836			44,113			11,960			8,605			11,923
Goodwill		36			36			36			10			10			10
Total non-current assets		102,156			75,449			95,223			27,610			20,392			25,736
		589,448			616,760			608,432			159,311			166,692			164,441
EQUITY AND LIABILITIES

Current liabilities
Current maturities of lease liabilities		2,170			781			2,194			586			211			593
Trade payables		22,196			21,275			24,842			5,999			5,750			6,714
Employees Benefits		4,050			3,944			3,756			1,095			1,066			1,015
Financial liabilities at fair value through profit or loss		-			1,310			-			-			354			-
Other payables and accrued expenses		8,329			10,401			11,836			2,252			2,811			3,199
Total current liabilities		36,745			37,711			42,628			9,932			10,192			11,521

Non-current liabilities
Lease liabilities		1,482			2,986			1,284			401			808			347
Deferred taxes		4,345			2,198			4,198			1,174			594			1,135
Retirement benefit obligation		977			1,733			878			264			468			237
Total non-current liabilities		6,804			6,917			6,360			1,839			1,870			1,719
Shareholders' equity
Share capital		1,490			1,490			1,490			403			403			403
Additional paid in capital		172,240			170,760			171,550			46,551			46,151			46,365
Remeasurement of the net liability in respect of defined benefit		(195	)		(959	)		(195	)		(53	)		(259	)		(53	)
Capital fund		247			247			247			67			67			67
Retained earnings		372,745			401,222			386,980			100,742			108,438			104,589
Treasury shares		(628	)		(628	)		(628	)		(170	)		(170	)		(170	)
Equity attributable to owners of the Company		545,899			572,132			559,444			147,540			154,630			151,201
		589,448			616,760			608,432			159,311			166,692			164,441

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

G. WILLI-FOOD INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Six months						Three months						Six months
	ended						ended						ended
	June 30,						June 30,						June 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		280,600			241,224			129,244			123,155			75,838			65,196
Cost of sales		214,508			168,200			103,186			84,373			57,975			45,459

Gross profit		66,092			73,024			26,058			38,782			17,863			19,737

Operating costs and expenses:
Selling expenses		38,700			37,597			18,781			18,359			10,460			10,161
General and administrative expenses		13,421			11,493			6,304			5,947			3,627			3,106
Other income		25			-			-			-			7			-

Total operating expenses		52,096			49,090			25,085			24,306			14,079			13,267

Operating profit		13,996			23,934			973			14,476			3,783			6,470

Financial income		6,220			8,940			5,683			4,877			1,681			2,416
Financial expense		(370	)		(8,078	)		(359	)		(9,863	)		(100	)		(2,183	)

Total financial income (expense)		5,850			862			5,324			(4,986	)		1,581			233

Income before taxes on income		19,846			24,796			6,297			9,490			5,364			6,703
Taxes on income		(4,132	)		(3,930	)		(1,428	)		(2,268	)		(1,117	)		(1,062	)

Profit for the period		15,714			20,866			4,869			7,222			4,247			5,641

Earnings per share:
Basic earnings per share		1.1			1.5			0.4			0.5			0.3			0.41
Diluted earnings per share		1.1			1.5			0.4			0.5			0.3			0.41

Shares used in computation of basic EPS		13,867,017			13,867,017			13,867,017			13,867,017			13,867,017			13,867,017
Shares used in computation of 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)

	Six months						Three months						Six months
	ended						ended						ended
	June 30,						June 30,						June 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		15,714			20,866			4,869			7,222			4,247			5,641
Adjustments to reconcile net profit to net cash used to continuing operating activities (Appendix A)		(32,042	)		(24,248	)		(184	)		(12,900	)		(8,660	)		(6,554	)

Net cash from (used in) continuing operating activities		(16,328	)		(3,382	)		4,685			(5,678	)		(4,413	)		(913	)

CASH FLOWS - INVESTING ACTIVITIES
Acquisition of property plant and equipment		(8,976	)		(3,376	)		(2,165	)		(1,059	)		(2,426	)		(912	)
Proceeds from sale of marketable securities, net		16,033			12,056			7,540			3,851			4,332			3,256

Net cash used in continuing investing activities		7,057			8,680			5,375			2,792			1,906			2,344

CASH FLOWS - FINANCING ACTIVITIES
Lease liability payments		(954	)		(1,028	)		(461	)		(497	)		(258	)		(278	)
Dividend		(29,949	)		(19,966	)		(29,949	)		(19,966	)		(8,094	)		(5,396	)

Net cash used to continuing financing activities		(30,903	)		(20,994	)		(30,410	)		(20,463	)		(8,352	)		(5,674	)

Increase (decrease) in cash and cash equivalents		(40,174	)		(15,696	)		(20,350	)		(23,349	)		(10,859	)		(4,243	)

Cash and cash equivalents at the beginning of the financial period		150,607			195,718			131,472			198,339			40,705			52,897

Exchange losses (profit) on cash and cash equivalents		483			(8,771	)		(206	)		(3,739	)		131			(2,371	)

Cash and cash equivalents of the end of the financial year		110,916			171,251			110,916			171,251			29,977			46,283

(*) 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:

	Six months						Three months						Six months
	ended						ended						ended
	June 30,						June 30,						June 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		147			181			682			(1,098	)		40			49
Unrealized loss (gain) on marketable securities		(553	)		6,993			(3,577	)		9,141			(149	)		1,890
Depreciation and amortization		3,336			3,298			1,711			1,450			902			891
Capital gain on disposal of property plant and equipment		(25	)		-						-			(7	)		-
Exchange gain (losses) on cash and cash equivalents		(483	)		8,771			206			3,739			(131	)		2,371
Unrealized gain of financial liabilities at fair value through profit or loss		-			(12,650	)					(5,209	)		-			(3,419	)
Stock based compensation reserve		690			-			264			-			186			-

Changes in assets and liabilities:
Increase (decrease) in trade receivables and other receivables		5,395			(9,084	)		16,642			(5,858	)		1,458			(2,456	)
increase in inventories		(26,373	)		(14,349	)		(2,706	)		(7,341	)		(7,128	)		(3,878	)
Increase (decrease) in trade and other payables, and other current liabilities		(5,759	)		693			(8,323	)		(2,470	)		(1,556	)		187
Cash generated from operations		(23,625	)		(16,147	)		4,899			(7,646	)		(6,385	)		(4,365	)
Income tax paid		(8,417	)		(8,101	)		(5,083	)		(5,254	)		(2,275	)		(2,189	)
Net cash flows from operating activities		(32,042	)		(24,248	)		(184	)		(12,900	)		(8,660	)		(6,554	)

B. Significant non-cash transactions:

	Six months		Three months		Six months
	ended		ended		ended
	June 30,		June 30,		June 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)
Dividend Payable	29,949	19,966	-	-	8,094	5,396