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 May 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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On May 20, 2024, G. Willi-Food International Ltd. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. 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 20, 2024

Exhibit 99.1

FOR IMMEDIATE RELEASE

G. WILLI-FOOD INTERNATIONAL REPORTS THE RESULTS OF FIRST QUARTER 2024

YAVNE, Israel – May 20, 2024 - 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, 2024.

First Quarter Fiscal Year 2024

•	Sales decreased by 10.1% to NIS 136.0 million (USD 37.0 million) from NIS 151.4 million (USD 41.1 million) in the first quarter of 2023.

•	Gross profit decreased by 13.5% year-over-year to NIS 34.7 million (USD 9.4 million).

•	Operating profit decreased by 10.7% year-over-year to NIS 11.6 million (USD 3.2 million).

•	Basic earnings per share of NIS 1.34 (USD 0.36).

•	Cash and securities balance of NIS 244.4 million (USD 66.4 million) as of March 31, 2024.

Management Comment

Zwi Williger & Joseph Williger, Chairmen and CEO of Willi-Food, commented: "We are happy to present the financial results of the first quarter of 2024. Although we experienced a decline in sales as a result of significant delays in the arrival of goods, especially from the Far East, we believe we have managed to achieve favorable results, both at the operational level and with respect to our financing income. While the State of Israel is still at war against the terror organization Hamas, which has created a difficult environment, the Company has continued to conduct its business in the ordinary course, importing goods, maintaining sufficient inventory and selling its goods to its customers. 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 opportunities, both in terms of sales and in improving profit. The construction of the new logistics center is currently expected to be completed by the end of 2025.

First Quarter Fiscal 2024 Summary

Sales for the first quarter of 2024 decreased by 10.1% to NIS 136.0 million (USD 37.0 million) from NIS 151.4 million (USD 41.1 million) recorded in the first quarter of 2023. Sales decreased mainly due to significant delays in the arrival of goods from the Far-East following the closure of the shipping lanes on the Red Sea.

Gross profit for the first quarter of 2024 decreased by 13.5% to NIS 34.7 million (USD 9.4 million), or 25.5% of revenues, from NIS 40.0 million (USD 10.9 million), or 26.5% of revenues, recorded in the first quarter of 2023. The decrease in gross profit and gross margins was mainly due to decreased sales and increased costs of the Company’s imported products and increased shipping costs which the Company didn’t pass on to its clients.

Selling expenses decreased by 17.3% to NIS 16.5 million (USD 4.5 million), or 12.1% of revenues, compared to NIS 19.9 million (USD 5.4 million), or 13.1% of revenues, recorded in the first quarter of 2023. The decrease was mainly due to a decrease in advertising costs.

General and administrative expenses for the first quarter of 2024 decreased by 8.0% to NIS 6.6 million (USD 1.8 million), or 4.8% of revenues, from NIS 7.1 million (USD 1.9 million), or 4.7% of revenues, recorded in the first quarter of 2023. The decrease in general and administrative expenses was primarily due to a decrease in other management expenses.

Operating profit for the first quarter of 2024 decreased by 10.7% to NIS 11.6 million (USD 3.2 million), or 8.5% of revenues, from NIS 13.0 million (USD 3.5 million), or 8.6% of revenues, recorded in the first quarter of 2023. The decrease in operating profit was primarily due to the decline in sales and increase in cost of sales.

Financial income, net increased to NIS 11.5 million (USD 3.1 million) recorded in the first quarter of 2024 compared to NIS 0.5 million (USD 0.1 million) in the first quarter of 2023. Financial income, net for the first quarter of 2024 comprised mainly from income from revaluation of the Company’s portfolio of securities to fair value in an amount of NIS 7.9 million (USD 2.1 million) and interest and dividend income from the Company’s portfolio of securities in an amount of NIS 3.9 million (USD 1.1 million).

Willi-Food’s income before taxes in the first quarter of 2024 increased to NIS 23.1 million (USD 6.3 million) compared to income before taxes of NIS 13.5 million (USD 3.7 million) in the first quarter of 2023.

Willi-Food's net profit in the first quarter of 2024 was NIS 18.6 million (USD 5.1 million), or NIS 1.34 (USD 0.36) per share, or 72.2% compared to NIS 10.8 million (USD 2.9 million), or NIS 0.78 (USD 0.21) per share, recorded in the first quarter of 2023. Net profit for the first quarter of 2024 increased by 72.2% year-over-year. The increase in net profit was mainly due to the increase of financial income.

Willi-Food ended the first quarter of 2024 with NIS 244.4 million (USD 66.4 million) in cash and securities. Net cash from continuing activities for the first quarter of 2024 was NIS 3.8 million (USD 1.0 million). Willi-Food's shareholders' equity at the end of March 2024 was NIS 561.0 million (USD 152.4 million).

NOTE A: NIS to USD 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, 2024, with U.S. $1.00 equal to NIS 3.681 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, 2024 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, expected sales, operating results, and earnings. Forward-looking statements include statements regarding the commercial terms with customers and suppliers and 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: the inability to improve commercial terms with customers and suppliers: 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. 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

	March 31,						December 31			March 31,						December 31
	2 0 2 4			2 0 2 3			2023			2 0 2 4			2 0 2 3			2023
	NIS									US dollars (*)
	(in thousands)
ASSETS

Current assets
Cash and cash equivalents		134,850			131,472			137,466			36,634			35,716			37,345
Financial assets at fair value through profit or loss		109,571			105,272			102,163			29,767			28,599			27,754
Trade receivables, Net		154,565			177,648			160,379			41,990			48,261			43,570
Other receivables and prepaid expenses		13,552			8,113			10,164			3,682			2,204			2,761
Inventories, Net		74,882			95,596			62,475			20,343			25,970			16,972
Current tax assets		6,759			2,732			9,497			1,836			742			2,580
Total current assets		494,179			520,833			482,144			134,252			141,492			130,982

Non-current assets
Property, plant and equipment		128,936			106,052			122,222			35,027			28,811			33,203
Less -Accumulated depreciation		56,876			52,593			55,636			15,451			14,288			15,114
		72,060			53,459			66,586			19,576			14,523			18,089

Right of use asset		3,376			3,289			2,124			917			894			577
Financial assets at fair value through profit or loss		46,159			44,084			46,143			12,540			11,976			12,535
Goodwill		36			36			36			10			10			10
Total non-current assets		121,631			100,868			114,889			33,043			27,403			31,211

		615,810			621,701			597,033			167,295			168,895			162,193
EQUITY AND LIABILITIES

Current liabilities
Current maturities of lease liabilities		1,760			2,243			1,512			478			609			411
Trade payables		20,728			27,242			21,622			5,631			7,401			5,874
Employees Benefits		4,769			4,590			4,193			1,296			1,247			1,139
Other payables and accrued expenses		18,617			41,068			10,854			5,058			11,157			2,949
Total current liabilities		45,874			75,143			38,181			12,463			20,414			10,373

Non-current liabilities
Lease liabilities		1,588			1,205			694			431			327			189
Deferred taxes		6,287			3,663			4,868			1,708			995			1,322
Retirement benefit obligation		1,055			924			1,055			287			251			287
Total non-current liabilities		8,930			5,792			6,617			2,426			1,573			1,798

Shareholders' equity
Share capital		1,490			1,490			1,490			405			405			405
Additional paid in capital		172,789			171,976			172,589			46,941			46,720			46,886
Remeasurement of the net liability in respect of defined benefit		(154	)		(195	)		(154	)		(42	)		(53	)		(42	)
Capital fund		247			247			247			67			67			67
Retained earnings		387,262			367,876			378,691			105,206			99,940			102,877
Treasury shares		(628	)		(628	)		(628	)		(171	)		(171	)		(171	)
Equity attributable to owners of the Company		561,006			540,766			552,235			152,406			146,908			150,022

		615,810			621,701			597,033			167,295			168,895			162,193

(*) 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 4			2 0 2 3			2 0 2 4			2 0 2 3
	NIS						US dollars (*)
	In thousands (except per share and share data)

Sales		136,036			151,356			36,956			41,118
Cost of sales		101,385			111,322			27,542			30,242

Gross profit		34,651			40,034			9,414			10,876

Operating costs and expenses:
Selling expenses		16,475			19,919			4,476			5,411
General and administrative expenses		6,550			7,117			1,779			1,933
Other income		-			(25	)		-			(7	)
Total operating expenses		23,025			27,011			6,255			7,337

Operating profit		11,626			13,023			3,159			3,539

Financial income		12,303			4,606			3,226			1,251
Financial expenses		(822	)		(4,080	)		(107	)		(1,108	)
Total financial income, net		11,481			526			3,119			143

Income before taxes on income		23,107			13,549			6,278			3,682
Taxes on income		(4,554	)		(2,704	)		(1,237	)		(735	)

Income after taxes on income		18,553			10,845			5,041			2,947

Earnings per share:
Basic / diluted earnings per share		1.34			0.78			0.36			0.21

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

	Three months ended						Three months ended
	March 31,						March 31,
	2 0 2 4			2 0 2 3			2 0 2 4			2 0 2 3
	NIS						US dollars (*)
	In thousands (except per share and share data)
CASH FLOWS - OPERATING ACTIVITIES
Profit from continuing operations		18,553			10,845			5,041			2,947
Adjustments to reconcile net profit to net cash from continuing operating activities (Appendix A)		(14,781	)		(31,858	)		(4,017	)		(8,655	)
Net cash from (used in) continuing operating activities		3,772			(21,013	)		1,024			(5,708	)

CASH FLOWS - INVESTING ACTIVITIES
Acquisition of property plant and equipment		(2,393	)		(644	)(**)		(650	)		(175	)
Acquisition of property plant and equipment under construction		(4,321	)		(6,167	)(**)		(1,174	)		(1,675	)
Proceeds from sale of marketable securities, net		623			8,493			169			2,307
Net cash used in (from) continuing investing activities		(6,091	)		1,682			(1,655	)		457

CASH FLOWS - FINANCING ACTIVITIES
Lease liability payments		(719	)		(493	)		(195	)		(134	)
Net cash used in continuing financing activities		(719	)		(493	)		(195	)		(134	)

Decrease in cash and cash equivalents		(3,038	)		(19,824	)		(826	)		(5,385	)
Cash and cash equivalents at the beginning of the year		137,466			150,607			37,345			40,915
Exchange gains on cash and cash equivalents		422			689			115			187
Cash and cash equivalents at the end of the year		134,850			131,472			36,634			35,717

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

(**)	Reclassified.

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 4			2 0 2 3			2 0 2 4			2 0 2 3
	NIS						US dollars (*)
	(in thousands)
Increase (decrease) in deferred income taxes		1,419			(535	)		385			(145	)
Unrealized loss (gain) on marketable securities		(8,047	)		3,024			(2,186	)		822
Depreciation and amortization		1,849			1,625			502			441
Stock based compensation reserve		200			426			54			116
Capital gain on disposal of property plant and equipment		-			(25	)		-			(7	)
Exchange gains on cash and cash equivalents		(422	)		(689	)		(115	)		(187	)

Changes in assets and liabilities:
Decrease (Increase) in trade receivables and other receivables		7,682			(11,247	)		2,087			(3,055	)
Increase in inventories		(12,407	)		(23,667	)		(3,371	)		(6,431	)
Increase (decrease) in trade payables, other payables and other current liabilities		(2,537	)		2,564			(689	)		697
Cash generated from operations		(12,263	)		(28,524	)		(3,333	)		(7,749	)
Income tax paid		(2,518	)		(3,334	)		(684	)		(906	)
Net cash flows used in operating activities		(14,781	)		(31,858	)		(4,017	)		(8,655	)