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 November 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 November 20, 2024, G. Willi-Food International Ltd. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 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: November 20, 2024

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

YAVNE, Israel – November 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 third quarter ended September 30, 2024.

Third Quarter Fiscal Year 2024

•	Sales increased by 23.3% to NIS 152.8 million (US$ 41.2 million) from NIS 123.9 million (US$ 33.4 million) in the third quarter of 2023.

•	Gross profit increased by 78.3% year-over-year to NIS 42.0 million (US$ 11.3 million).

•	Operating profit increased by 3,401.4% year-over-year to NIS 17.6 million (US$ 4.7 million).

•	Net profit increased by 323.0% year-over-year to NIS 20.8 million (US$ 5.6 million(.

•	Basic earnings per share of NIS 1.5 (US$ 0.4).

•	Cash and securities balance of NIS 225.7 million (US$ 60.8 million) as of September 30, 2024.

Management Comment

Zwi Williger & Joseph Williger, Chairman & CEO, respectively, of Willi-Food, commented: "We are pleased to present a strong third quarter 2024 financial results which show improvements in all operational parameters compared to the third quarter of 2023 despite the difficulties caused by the war like restrictions of sailing on the Red Sea and importing from Turkey. These financial results were due to the Company succeessful maintenance of sufficient inventory level for supporting increasing demands for its products and its improved commercial terms with its customers and suppliers. The Company is also continuing the construction of the new logistics center which is estimated to be completed in the second half of 2025. We believe that this new logistic center will help us in acheiving our goals for the future by improving logistics and operational capabilities and supporting increasing product imports and sales.

Third Quarter Fiscal 2024 Summary

Sales for the third quarter of 2024 increased by 23.3% to NIS 152.8 million (US$ 41.2 million), compared to NIS 123.9 million (US$ 33.4 million) recorded in the third quarter of 2023. Sales were increased mainly due to increases in our inventory levels and its availability for the demand of our products.

Gross profit for the second quarter of 2024 increased by 78.3% to NIS 42.0 million (US$ 11.3 million), or 27.5% of revenues, compared to NIS 23.5 million (US$ 6.3 million), or 19.0% of revenues in the third quarter of 2023. The increases in gross profit and gross margins were due to the Company’s efforts to improve its commercial terms with its customers and suppliers and focusing on selling a more profitable products portfolio.

Selling expenses for the third quarter of 2024 were NIS 17.7 million (US$ 4.8 million), remaining at the same level compared to third quarter of 2023 despite the increase in sales. Distribution expenses increased due to the increase in sales, but this increase was offset by a decrease in advertising expenses compared to third quarter last year.

General and administrative expenses for the third quarter of 2024 increased by 14.2% to NIS 6.7 million (US$ 1.8 million), compared to NIS 5.9 million (US 1.6 million) in the third quarter of 2023. The increase was mainly due to the provision for compensation based on profit for senior management due to the increase in operating profit.

Operating profit for the third quarter of 2024 increased by 3,401.4% to NIS 17.6 million (US$ 4.7 million), compared to NIS 0.4 million (US$ 0.1 million) in the third quarter of 2023. The increase was primarily due to the increase in gross profit.

Financial income, net for the third quarter of 2024 totaled NIS 9.1 million (US$ 2.5 million), compared to NIS 5.7 million (US$ 1.5 million) in the third quarter of 2023. Financial income for the third quarter of 2024 was comprised mainly from revaluation of the Company’s portfolio of securities to in the amount of NIS 6.6 million (US$ 1.8 million) and from interest and dividend income from the Company’s portfolio of securities in an amount of NIS 2.4 million (US$ 0.6 million)

Willi-Food’s income before taxes for the third quarter of 2024 was NIS 26.7 million (US$ 7.2 million), compared to NIS 6.2 million (US$ 1.7 million) in the third quarter of 2023.

Willi-Food’s net profit in the third quarter of 2024 was NIS 20.8 million (US$ 5.6 million), or NIS 1.5 (US$ 0.4) per share, compared to NIS 4.9 million (US$ 1.3 million), or NIS 0.4 (US$ 0.1) per share, in the third quarter of 2023.

Willi-Food ended the third quarter of 2024 with NIS 225.7 million (US$ 60.8 million) in cash and securities. Net cash resulted from operating activities for the third quarter of 2024 was NIS 31.1 million (US$ 8.4 million).

First Nine Months Fiscal 2024 Highlights

•	Sales increased by 7.7% to NIS 435.5 million (US$ 117.4 million), compared to NIS 404.5 million (US$ 109.0 million) in the first nine months of 2023.

•	Gross profit increased by 36.7% year-over-year to NIS 122.5 million (US$ 33.0 million).

•	Operating profit before other expenses (income) increased by 251.4% year-over-year to NIS 50.4 million (US$ 13.6 million).

•	Operating profit after other expenses (income) increased by 167.9% year-over-year to NIS 38.8 million (US$ 10.5 million).

•	Net profit increased by 123.8% year-over-year to NIS 46.2 million (US$ 12.5 million), or 10.6% of sales.

•	Basic earnings per share of NIS 3.4 (US$ 0.9).

First Nine Months Fiscal 2024 Summary

Sales for the nine-month period ending September 30, 2024 increased by 7.7% to NIS 435.5 million (US$ 117.4 million), compared to NIS 404.5 million (US$ 109.0 million) recorded in the first nine months of 2023. The Company compensated for the decrease in sales in the first quarter of 2024 that resulted from delays in the arrival of goods as a result of the war, by increasing inventory balances and improving the availability of its products for sale to its customers in the second and third quarter.

Gross profit for the first nine months of 2024 increased by 36.7% to NIS 122.5 million (US$ 33.0 million), or 28.1% of revenues, compared to NIS 89.6 million (US$ 24.2 million), or 22.2% of revenues, in the first nine months of 2023. The increases in gross profit and gross margins were due to the increase in the Company’s sales and due to the Company’s efforts to improve its commercial terms with its customers and suppliers and focusing on selling a more profitable products portfolio.

Selling expenses for the first nine months of 2024 decreased by 5.8% to NIS 52.8 million (US$ 14.2 million), compared to NIS 56.0 million (US$ 15.1 million) in the first nine months of 2023. The decrease was mainly due to reduce in advertising.

General and administrative expenses for the first nine months of 2024 were NIS 19.4 million (US$ 5.2 million), remaining at the same level as in the third quarter of 2023.

Operating profit before other expenses (income) for the first nine months of 2024 increased by 251.4% to NIS 50.4 million (US$ 13.6 million), compared to NIS 14.3 million (US$ 3.9 million) in the first nine months of 2023. The increase was primarily due to the increase in gross profit.

Other expenses for the first nine months of 2024 were NIS 11.5 million (US$ 3.1 million), this was mainly due to the provision on the second quarter of 2024 made in the amount of approximately 11.6 million (US$ 3.1 million) in respect of the agreement reached by the Company with the Israel Competition Authority for the payment of an administrative fine as disclosed in the Company’s Report on Form 6-K submitted to the Securities and Exchange Commission on July 17, 2024.

Operating profit after other expenses (income) for the first nine months of 2024 increased by 167.9% to NIS 38.8 million (US$ 10.5 million), compared to NIS 14.5 million (US$ 3.9 million) in the first nine months of 2023. This increase was primarily due to the increase in gross profit and reduction in operating expenses compared to sales offset by the administrative fine of NIS 11.7 million (US$ 3.1 million).

Financial income, net for the first nine months of 2024 totaled NIS 23.2 million (US$ 6.3 million), compared to NIS 11.6 million (US$ 1.6 million) in the first nine months of 2023. Financial income, net for the first nine months of 2024 was comprised mainly from revaluation of the Company’s portfolio of securities to in the amount of NIS 13.4 million (US$ 3.6 million) and from interest and dividend income from the Company’s portfolio of securities in an amount of NIS 10.3 million (US$ 2.8 million).

Willi-Food’s income before taxes for the first nine months of 2024 was NIS 62.1 million (US$ 16.7 million), compared to NIS 26.1 million (US$ 7.0 million) in the first nine months of 2023.

Willi-Food’s net profit in the first nine months of 2024 was NIS 46.2 million (US$ 12.5 million), or NIS 3.3 (US$ 0.9) per share, compared to NIS 20.6 million (US$ 5.6 million), or NIS 1.5 (US$ 0.4) per share, recorded in the first nine months of 2023.

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, 2024, with U.S. $1.00 equal to NIS 3.71. 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, 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

(unaudited)

	September 30,						December 31			September 30,						December 31
	2 0 2 4			2 0 2 3			2 0 2 3			2 0 2 4			2 0 2 3			2 0 2 3
	NIS									US dollars (*)
	(in thousands)
ASSETS

Current assets
Cash and cash equivalents		111,262			121,231			137,466			29,990			32,677			37,053
Financial assets carried at fair value through profit or loss		114,437			99,895			102,163			30,846			26,926			27,537
Trade receivables		178,047			155,857			160,379			47,990			42,010			43,229
Other receivables and prepaid expenses		9,543			8,433			10,164			2,572			2,273			2,739
Inventories		97,796			75,807			62,475			26,360			20,433			16,840
Current tax assets		5,385			9,556			9,497			1,451			2,576			2,560
Total current assets		516,470			470,779			482,144			139,209			126,895			129,958

Non-current assets
Property, plant and equipment		154,438			115,789			122,222			41,627			31,210			32,944
Less - Accumulated depreciation		58,035			54,750			55,636			15,642			14,757			14,996
		96,403			61,039			66,586			25,985			16,453			17,948

Right of use asset		4,504			2,729			2,124			1,214			736			573
Financial assets carried at fair value through profit or loss		45,851			44,505			46,143			12,359			11,996			12,437
Goodwill		36			36			36			10			10			10
Total non-current assets		146,794			108,309			114,889			39,568			29,195			30,968

		663,264			579,088			597,033			178,777			156,090			160,926
EQUITY AND LIABILITIES

Current liabilities
Current maturities of lease liabilities		2,112			1,847			1,512			569			498			408
Trade payables		30,968			16,873			21,622			8,347			4,548			5,828
Employees Benefits		4,264			4,132			4,193			1,149			1,114			1,130
Other payables and accrued expenses		25,932			8,342			10,854			6,990			2,249			2,926
Total current liabilities		63,276			31,194			38,181			17,055			8,409			10,292

Non-current liabilities
Lease liabilities		2,684			1,079			694			723			291			187
Deferred taxes		7,455			4,742			4,868			2,009			1,278			1,312
Retirement benefit obligation		1,055			1,030			1,055			284			278			284
Total non-current liabilities		11,194			6,851			6,617			3,016			1,847			1,783
Shareholders’ equity
Share capital		1,490			1,490			1,490			402			402			402
Additional paid in capital		172,981			172,477			172,589			46,626			46,490			46,520
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		414,858			367,652			378,691			111,822			99,097			102,073
Treasury shares		(628	)		(628	)		(628	)		(169	)		(169	)		(169	)
Equity attributable to owners of the Company		588,794			541,043			552,235			158,706			145,834			148,851

		663,264			579,088			597,033			178,777			156,090			160,926

(*) 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 4		2 0 2 3			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		435,493		404,521			152,799			123,921			117,384		109,035
Cost of sales		312,956		314,895			110,837			100,387			84,355		84,877

Gross profit		122,537		89,626			41,962			23,534			33,029		24,158

Operating costs and expenses:
Selling expenses		52,758		55,982			17,707			17,282			14,220		15,089
General and administrative expenses		19,410		19,311			6,725			5,890			5,232		5,205

Operating profit before other expenses (income)		50,369		14,333			17,530			362			13,577		3,864

Other expenses (income)		11,522		(165	)		(47	)		(140	)		3,106		(44	)

Operating profit after other expenses (income)		38,847		14,498			17,577			502			10,471		3,908

Financial income		24,568		12,142			9,416			5,923			6,622		3,273
Financial expense		1,345		550			314			181			363		148

Total financial income		23,223		11,592			9,102			5,742			6,259		3,125

Income before taxes on income		62,070		26,090			26,679			6,244			16,730		7,033
Taxes on income		15,919		5,471			5,929			1,339			4,291		1,475

Profit for the period		46,151		20,619			20,750			4,905			12,439		5,558

Earnings per share:
Basic earnings per share		3.33		1.49			1.50			0.35			0.90		0.40
Diluted earnings per share		3.33		1.49			1.50			0.35			0.90		0.40

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)

	Nine months						Three months						Nine months
	ended						ended						ended
	September 30,						September 30,						September 30,
	2 0 2 4			2 0 2 3			2 0 2 4			2 0 2 3			2 0 2 4			2 0 2 3
	NIS												US dollars (*)
	(in thousands)

CASH FLOWS - OPERATING ACTIVITIES
Profit from continuing operations		46,151			20,619			20,750			4,905			12,439			5,558
Adjustments to reconcile net profit to net cash used to continuing operating activities (Appendix A)		(30,029	)		(12,225	)		10,323			19,817			(8,095	)		(3,295	)

Net cash from continuing operating activities		16,122			8,394			31,073			24,722			4,344			2,263

CASH FLOWS - INVESTING ACTIVITIES
Acquisition of property plant and equipment		(4,278	)		(**)(4,230	)		(804	)		(**)(1,891)	)		(1,152	)		(1,140	)
Acquisition of property plant and equipment under construction		(29,399	)		(**)(12,318)	)		(11,137	)		(**)(5,681)	)		(7,923	)		(3,320	)
Proceeds from sale of property plant and Equipment		143			-			27			-			39			-
Proceeds from sale of marketable securities, net		1,074			19,772			(3,138	)		3,739			289			5,329

Net cash used in (from) continuing investing activities		(32,460	)		3,224			(15,052	)		(3,833	)		(8,747	)		869

CASH FLOWS - FINANCING ACTIVITIES
Lease liability payments		(1,513	)		(1,681	)		(426	)		(727	)		(408	)		(453	)
Dividend		(9,982	)		(39,946	)		-			(9,997	)		(2,691	)		(10,767	)

Net cash used in continuing financing activities		(11,495	)		(41,627	)		(426	)		(10,724	)		(3,099	)		(11,220	)

Increase (decrease) in cash and cash equivalents		(27,833	)		(30,009	)		15,595			10,165			(7,502	)		(8,088	)

Cash and cash equivalents at the beginning of the financial period		137,466			150,607			94,972			110,916			37,053			40,595

Exchange gains on cash and cash equivalents		1,629			633			695			150			439			170

Cash and cash equivalents of the end of the financial year		111,262			121,231			111,262			121,231			29,990			32,677

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

(**)	Reclasified

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 4			2 0 2 3			2 0 2 4			2 0 2 3			2 0 2 4			2 0 2 3
	NIS												US dollars (*)
	(in thousands)

Decrease in deferred income taxes		2,587			544			1,374			397			697			147
Unrealized losses (gains) on marketable securities		(13,058	)		(3,297	)		(6,237	)		(2,744	)		(3,519	)		(889	)
Depreciation and amortization		5,583			5,008			2,939			1,672			1,505			1,350
Stock based compensation reserve		392			926			101			236			106			250
Capital gain on disposal of property plant and equipment		(143	)		(25	)		(143	)		-			(38	)		(7	)
Exchange gains on cash and cash equivalents		(1,629	)		(633	)		(695	)		(150	)		(439	)		(170	)

Changes in assets and liabilities:
Increase (decrease) in trade receivables and other receivables		(1,764	)		10,882			(425	)		5,487			(477	)		2,933
Decrease (increase) in inventories		(35,321	)		(3,878	)		24,112			22,495			(9,521	)		(1,045	)
Increase (decrease) in trade and other payables, and other current liabilities		24,495			(10,935	)		(6,093	)		(5,176	)		6,602			(2,948	)
Cash generated from operations		(18,858	)		(1,408	)		14,933			22,217			(5,084	)		(379	)
Income tax paid		(11,171	)		(10,817	)		(4,610	)		(2,400	)		(3,011	)		(2,916	)
Net cash flows from (used in) operating activities		(30,029	)		(12,225	)		10,323			19,817			(8,095	)		(3,295	)