FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 2004 ------------------------- ------------------------- G. WILLI-FOOD INTERNATIONAL LTD. (Translation of registrant's name into English) 3 Nahal Snir St., Yavne, Israel 81224 (Address of principal executive offices) ---------------------------------------- ---------------------------------------- Indicate by check mark whether registrant files or will file annual reports under cover Form 20-F or Form 40-F: FORM 20-F [X] 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):.......... Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. 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):............ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: YES [_] NO [X] If "YES" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________. On May 18, 2004, G. Willi-Food International Ltd. (the "Registrant") announced its unaudited financial results for the first quarter ended March 31, 2004. EXHIBITS The following document is filed herewith as an exhibit to this Form 6-K: Copy of the Company's press release, dated May 18, 2004. SIGNATURES In accordance with 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. Dated: May 19, 2004 By: /s/ Joseph Williger ------------------------- Joseph Williger Chief Executive Officer G. WILLI-FOOD INTERNATIONAL LTD ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2004 Q1 SALES INCREASE OF 18%, NET INCOME DECREASE OF 66% Yavne, Israel, May 18, 2004. G. Willi-Food International Ltd. (NASDAQ: WILCF) today reported its unaudited financial results for the first quarter ended March 31, 2004. Total sales for the three months ended March 31, 2004, increased by 18% to NIS 44,431,000 (US$ 9,813,000) from NIS 37,692,000 (US$ 8,324,000) for the same period in 2003. The increase in total sales for the three months ended March 31, 2004 compared with the same period in 2003 was due primarily to expanded advertising efforts under the Company's "WILLI FOOD" label during the first quarter of 2004. Gross profit for the three months ended March 31, 2004 increased by 2% to NIS 8,398,000 (US$ 1,854,000) from NIS 8,243,000 (US$ 1,820,000) for the same period in 2003. The gross profit represents 19% of the total sales for the three months ended March 31, 2004 compared with 22% for the same period in 2003. The decrease in gross profit, as a percentage of sales, for the three months ended March 31, 2004 was due to, among other things, adverse market conditions and the need to promote the Company's products through discounts and other promotional activities that impacted the profit margin during the first quarter. Operating income for the three months ended March 31, 2004 decreased by 60% to NIS 1,523,000 (US$ 336,000) from NIS 3,772,000 (US$ 833,000) for the same period in 2003. The decrease in operating income was due primarily to the increase in marketing costs during the first quarter. The Company undertook an expansive advertising campaign to promote the Company's brand name and products during Q1 that resulted in a one-time increase in marketing costs of approximately NIS 1,800,000 (US$ 398,000). Net income for the three months ended March 31, 2004 decreased by 66% to NIS 1,337,000 (US$ 296,000) from NIS 3,023,000 (US$ 668,000) for the same period in 2003. The basic earnings per share for the three months ended March 31, 2004 decreased to NIS 0.31 (US$ 0.07) from NIS 0.71 (US$ 0.16) for the same period in 2003. G. Willi-Food International Ltd., is engaged in the import, marketing and distribution of over 400 food products, including canned vegetables, pickled olives and other pickled vegetables, packaged fruit, canned and frozen fish, edible oil, dried fruit and nuts, coffee creamers, jams, halva, pasta, tahini, butter cookies and pastries, certain dairy products and certain frozen or chilled products. The Company believes that it is one of the leading importers in Israel of such a broad range of imported food products. The Company sells products with widespread demand in the Israeli marketplace, as well as products that cater to more select groups. # # # Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, competition, changing economic conditions and other risk factors detailed in the Company's SEC filings. G. WILLI-FOOD INTERNATIONAL LTD. CONDENSED CONSOLIDATED BALANCE SHEETS CONVENIENCE ADJUSTED NEW TRANSLATION ISRAELI SHEKELS (1) INTO U.S. DOLLARS ------- ------- MARCH 31 DECEMBER 31, MARCH 31 ------- ------- ------- 2 0 0 4 2 0 0 3 2 0 0 4 ------- ------- ------- I N T H O U S A N D S --------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents 19,643 12,463 4,339 Marketable securities 19,662 42,298 4,342 Trade receivables 41,570 29,674 9,181 Other receivables and prepaid expenses 2,796 2,902 617 Inventories 26,314 18,823 5,811 ------- ------- ------- TOTAL CURRENT ASSETS 109,985 106,160 24,290 ------- ------- ------- PROPERTY AND EQUIPMENT, NET 3,435 3,398 759 OTHER ASSETS, NET 69 61 15 ------- ------- ------- 113,489 109,619 25,064 ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Payables: Short term bank credit and other 930 45 206 Trade payables 19,379 16,110 4,280 Related parties 725 1,348 160 Other and accrued expenses 3,779 4,796 833 ------- ------- ------- TOTAL CURRENT LIABILITIES 24,813 22,299 5,479 ------- ------- ------- LONG TERM LIABILITIES Accrued severance pay 191 170 42 ------- ------- ------- SHAREHOLDERS' EQUITY 88,485 87,150 19,543 ------- ------- ------- 113,489 109,619 25,064 ======= ======= ======= (1) Adjusted to NIS as of December 2003. G. WILLI-FOOD INTERNATIONAL LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS CONVENIENCE ADJUSTED NEW TRANSLATION ISRAELI SHEKELS (1) INTO U.S. DOLLARS --------- --------- THREE MONTHS THREE MONTHS THREE MONTHS --------- --------- --------- ENDED MARCH 31, ENDED MARCH 31, ENDED MARCH 31, --------- --------- --------- 2 0 0 4 2 0 0 3 2 0 0 4 --------- --------- --------- I N T H O U S A N D S (EXCEPT PER SHARE AND SHARE DATA) --------- --------- --------- Sales 44,431 37,692 9,813 Cost of sales 36,033 29,449 7,959 --------- --------- --------- GROSS PROFIT 8,398 8,243 1,854 --------- --------- --------- Selling expenses 5,041 2,289 1,113 General and administrative expenses 1,834 2,182 405 --------- --------- --------- Total operating expenses 6,875 4,471 1,518 --------- --------- --------- OPERATING INCOME (LOSS) 1,523 3,772 336 Financial income (expenses), net 546 542 121 --------- --------- --------- Income before other income 2,069 4,314 457 Other income 34 - 8 --------- --------- --------- Income before taxes on income 2,103 4,314 465 Taxes on income 766 1,291 169 --------- --------- --------- NET INCOME 1,337 3,023 296 ========= ========= ========= Earnings per share data: Earnings per share: Basic 0.31 0.71 0.07 ========= ========= ========= Diluted 0.31 0.71 0.07 ========= ========= ========= Shares used in computing basic and diluted earnings per ordinary share: 4,277,500 4,277,500 4,277,500 ========= ========= ========= (1) Adjusted to NIS as of December 2003.