--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
COMMISSION FILE NO. 0-29256
G. WILLI-FOOD INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
ISRAEL
(Jurisdiction of incorporation or organization)
3 NAHAL SNIR ST., NORTHERN INDUSTRIAL ZONE, YAVNE, 81224, ISRAEL
(Address of principal executive offices)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT
TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT
TO SECTION 12(g) OF THE ACT:
ORDINARY SHARES, NIS 0.10 PAR VALUE PER SHARE
(TITLE OF CLASS)
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT
TO SECTION 15(d) OF THE ACT:
NONE
--------------------------------------------------------------------------------
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
Annual Report:
As of May 31, 2003, the registrant had outstanding 4,307,500 ordinary
shares, NIS 0.10 nominal value per share (4,277,500 ordinary shares as of
December 31, 2003).
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes [X] No [_]
Indicate by check mark which financial statement item the Registrant
has elected to follow:
Item 17. [X] Item 18. [_]
TABLE OF CONTENTS
Page
----
PART I ...........................................................................................1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS......................................1
ITEM 2. OFFER STATISTICS AND EXPECTED TIME TABLE...................................................1
ITEM 3. KEY INFORMATION............................................................................1
ITEM 4. INFORMATION ON THE COMPANY.................................................................3
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS..............................................17
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES................................................25
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.........................................34
ITEM 8. FINANCIAL INFORMATION.....................................................................37
ITEM 9. THE OFFER AND LISTING.....................................................................39
ITEM 10. ADDITIONAL INFORMATION...................................................................40
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK; CERTAIN RISK FACTORS.........43
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...................................45
PART II ......................................................................................... 46
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES..........................................46
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.............46
ITEM 15. CONTROLS AND PROCEDURES..................................................................46
ITEM 16. [RESERVED]...............................................................................46
ITEM 16A. -- AUDIT COMMITTEE FINANCIAL EXPERT....................................................46
ITEM 16B. -- CODE OF ETHICS......................................................................46
ITEM 16C. -- PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................................47
ITEM 16D. -- EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES..........................47
i
TABLE OF CONTENTS
(continued)
Page
----
ITEM 16E. -- PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS.............47
PART III ........................................................................................48
ITEM 17. FINANCIAL STATEMENTS.....................................................................48
ITEM 18. FINANCIAL STATEMENTS.....................................................................48
ITEM 19. EXHIBITS.................................................................................49
ii
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIME TABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following selected consolidated financial data as of December 31,
2003 and 2002 and for each of the years ended December 31, 2003, 2002 and 2001
have been derived from the consolidated financial statements and notes included
in this report. The selected consolidated financial data as of December 31,
2001, 2000 and 1999 and for each of the years ended December 31, 2000 and 1999
have been derived from the consolidated financial statements and notes of the
Company not included in this report. These consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
in Israel ("Israeli GAAP"). Israeli GAAP, as applicable to the financial
statements, are, in all material respects, substantially identical to generally
accepted accounting principles in the United States ("US GAAP"), except for the
accounting recognition of the effects of inflation on the financial statements
and except for the presentation of cash flows. See Note 2 and Note 13 of Notes
to the Company's consolidated financial statements.
The Company's consolidated financial statements for each of the five
years ended as of December 31, 2003 have been audited by Brightman Almagor & Co.
independent certified public accountants and a Member Firm of Deloitte Touche
Tohmatsu, whose report with respect thereto appears in the consolidated
financial statements included in this report. The selected consolidated
financial data set forth below should be read in conjunction with "Item 5:
"Operating And Financial Review And Prospects", the consolidated financial
statements and notes thereto for the Company and the other financial information
included in this report.
The Company maintains its accounts and presents its financial
statements in New Israeli Shekels ("NIS"), adjusted for changes in the general
purchasing power of the Israeli currency as measured by changes in the Israeli
Consumer Price Index ("CPI") and compiled in the manner explained in Note 2 of
the Notes to the Company's consolidated financial statements. All references in
this report to "dollars" or "USD" are to United States dollars. For convenience
purposes, all financial data presented in this report that is stated in USD has
been translated into USD using the representative exchange rate as of December
31, 2003 of NIS 4.379 = USD 1.00.
The average exchange rate of NIS to one US dollar was 4.14 for the
year ended December 31, 1999, 4.077 for the year ended December 31, 2000, 4.416
for the year ended December 31, 2001, 4.737 for the year ended December 31, 2002
and 4.51 for the year ended December 31, 2003. In 2004, the exchange rate of NIS
to one US dollar was 4.438 on January 31, 4.485 on February 29, 4.528 on March
31, 4.588 on April 30 and 4.555 on May 31.
Page 1
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(NIS AS ADJUSTED)
YEARS ENDED DECEMBER 31
2003 2002 2001
--------------------- --------------------- ---------------------
NIS USD NIS USD NIS USD
--------- --------- --------- --------- --------- ---------
Sales 137,385 31,374 128,870 29,429 133,021 30,377
Cost of Sales 110,160 25,157 101,126 23,093 102,955 23,511
Gross Profit 27,225 6,217 27,744 6,336 30,066 6,866
Selling Expenses 11,662 2,663 10,024 2,289 10,000 2,285
General and administrative
expenses 8,335 1,903 8,199 1,872 9,054 2,067
Total Operating expenses 19,997 4,566 18,223 4,161 19,054 4,352
Operating income 7,228 1,651 9,521 2,175 11,012 2,514
Financial income (expenses),
net 4,336 990 (239) (55) 1,802 412
Other income (expenses), net 101 23 29 7 -- --
Income before taxes on
income 11,665 2,664 9,311 2,127 12,814 2,926
Taxes on income 2,889 660 2,254 515 4,183 955
Net income 8,776 2,004 7,057 1,612 8,631 1,971
Earnings per ordinary share
data Basic earnings per share 2.05 0.47 1.65 0.38 2.02 0.46
Shares used in computing
earnings per ordinary shares 4,277,500 4,277,500 4,227,500 4,227,500 4,277,500 4,277,500
2000 1999
--------------------- ---------------------
NIS USD NIS USD
--------- --------- --------- ---------
Sales 134,319 30,673 137,871 31,485
Cost of Sales 105,064 23,993 109,625 25,034
Gross Profit 29,255 6,680 28,246 6,451
Selling Expenses 9,568 2,185 7,259 1,658
General and administrative
expenses 8,780 2,005 8,777 2,004
Total Operating expenses 18,348 4,190 16,036 3,662
Operating income 10,907 2,490 12,210 2,789
Financial income (expenses),
net 1,553 355 592 135
Other income (expenses), net 26 6 (53) (12)
Income before taxes on
income 12,486 2,851 12,749 2,912
Taxes on income 4,255 972 4,514 1,031
Net income 8,231 1,879 8,235 1,881
Earnings per ordinary share
data Basic earnings per share 1.96 0.45 2.02 0.46
Shares used in computing
earnings per ordinary shares 4,277,500 4,277,500 4,147,500 4,147,500
BALANCE SHEET DATA
(IN THOUSANDS)
(NIS AS ADJUSTED)
AS OF DECEMBER 31
2003 2002 2001 2000 1999
---------------- --------------- --------------- --------------- ---------------
NIS USD NIS USD NIS USD NIS USD NIS USD
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Working capital 83,861 19,151 75,732 17,294 68,614 15,669 59,815 13,659 50,973 11,640
Total assets 109,619 25,033 94,741 21,635 92,460 21,114 77,476 17,693 68,268 15,590
Short-term bank debt 45 10 1,052 240 2,251 514 -- -- -- --
Loans from parent company -- -- -- -- -- -- -- -- -- --
Shareholders' equity 87,150 19,902 78,374 17,898 71,306 16,284 62,679 14,314 54,434 12,431
Page 2
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
For information with respect to "Risk Factors" affecting the Company,
see Item 11.
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
G. Willi-Food International Ltd. was incorporated in Israel in January
1994 under the name G. Willi-Food Ltd. and commenced operations in February
1994. It changed its name to G. Willi-Food International Ltd. in June 1996.
In May 1997, the Company completed an initial offering to the public
in the United States (hereinafter the "Initial Public Offering") of 1,397,500
units, each unit consisting of one ordinary share and one redeemable ordinary
share purchase warrant.
In April 2000, the Company filed a Registration Statement on Form F-3
for the registration, under the United States Securities Act of 1933, as
amended, of 2,880,000 ordinary shares, held by certain principal shareholders.
Unless the context otherwise requires, all references herein to the
"Company", "we" or "our" shall mean G. Willi-Food International Ltd. together
with all of its subsidiaries.
The Company's principal executive offices are situated at 3 Nahal Snir
St., Northern Industrial Zone, Yavne, 81224 Israel. The Company's telephone
number is 972-8-9322233 and its fax number is 972-8-9322299.
B. BUSINESS OVERVIEW
OVERVIEW
G. Willi-Food International Ltd. (the "Company") is an Israeli-based
company engaged, directly and through subsidiaries, in the import, marketing and
distribution in Israel of over 400 food products, including canned fruit and
vegetables, jams and jellies, prepared sauces, pickled olives and other pickled
vegetables, packaged fruit, canned fish, edible oils, dried fruit and nuts,
coffee creamers, halva, sweet spreads, pasta, tahini, cookies and pastries,
vinegar, noodles, rice and rice sticks, cornflour, tea, certain dairy products,
certain frozen fish and certain other frozen and chilled products. The Company
sells products with widespread demand in the Israeli marketplace, as well as
products which cater to more select groups. The Company distributes certain of
its products on an exclusive basis. Some products are currently also sold in
insubstantial volume in the areas administered by the Palestinian Authority. The
Company has occasionally sold, in insubstantial volume, to importers in Europe
(mainly, France). The Company intends to continue our marketing efforts outside
of Israel.
Page 3
The Company purchases food products from over 100 suppliers located
around the world, including the Far East (China, India, the Philippines and
Thailand), Eastern Europe (Hungary, Latvia, Poland), South America (Argentina,
Ecuador and Costa Rica), the United States, Western and Northern Europe (The
Netherlands, Belgium, Germany, Sweden, Denmark, France) and southern Europe
(Spain, Portugal, Italy, Turkey, Greece and Cyprus).
The products imported by the Company are marketed and sold to over 600
customers, including supermarket chains, wholesalers and institutional
consumers. The Company markets most of the products under the brand name
"Willi-Food." Certain products are marketed under brand names of the
manufacturers, or under other brand names.
The Company is re-evaluating its strategic position and considering
other business opportunities, including acquisitions by and mergers of the
Company. As part of this re-evaluation, the Company is also considering forming
strategic alliances with or entering into different lines of business. The
Company has not made any definitive plans or reached any definitive conclusions
on these matters. There can be no assurances that the Company will form any such
alliances or enter into any other line of business.
The Company's principal shareholder, Willifood Investments Ltd., which
we refer to as Willifood, whose primary asset is the Company's ordinary shares,
holds approximately 78.19% of the Company's outstanding share capital. See "Item
7: "Major Share Holders and Related Party Transactions." Willifood's securities
are traded on the Tel Aviv Stock Exchange.
OUR BUSINESS
The following is a description of the Company's principal business
activities.
SUBSIDIARIES
Willi-Food Frozen Products Ltd., which we refer to as Willi Frozen
(previously Fanny Food Importing and Distribution (1996) Ltd.), a wholly-owned
subsidiary of the Company, was incorporated in Israel in September 1996. It is
the Company's practice, occasionally, to import, market and distribute certain
food products, including frozen and chilled fish, dairy and other products
through this subsidiary. Willi Frozen has no assets, facilities or obligations,
other than those amounts owed to suppliers overseas with respect to products
purchased from them. The sales of Willi Frozen as of the year ended December 31,
2003 amounted to NIS 0 thousand, of the year ended December 31, 2002 amounted to
NIS 0 thousand, of the year ended December 31, 2001 amounted to NIS 0 thousand,
and in the year ended December 31, 2000 - NIS 853 thousand (US dollar 195
thousand).
Page 4
In November 1995, the Company also incorporated a wholly-owned
subsidiary, W.F.D. (Import, Marketing and Trading Ltd.), which we refer to as
W.F.D. The Company occasionally imports certain foodstuffs through this
subsidiary, which sells these products to the Company. W.F.D. has no assets,
facilities or obligations, other than those amounts owed to suppliers overseas
with respect to products purchased therefrom. The sales of W.F.D. as of the year
ended December 31, 2003 amounted to NIS 0 thousand, of the year ended December
31, 2002 amounted to NIS 0 thousand, of the year ended December 31, 2001
amounted to NIS 0 thousand, and in the year ended December 31, 2000 - NIS 363
thousand (US dollar 83 thousand).
In May 2001, the Company acquired all the shares of Gold Frost Ltd.,
which we refer to as Gold Frost, for NIS 336 thousand (USD 77 thousand). Gold
Frost is engaged in locating suppliers abroad and importing frozen and chilled
food products. Among the products imported by Gold Frost are smoked fish,
cheese, butter and antipasti. Gold Frost imports these products from the US,
Denmark, Sweden, Bulgaria, Italy, Greece and the Netherlands.
The Company purchased Gold Frost in order to take advantage of Gold
Frost's know-how in importing frozen and chilled products as well as of its well
known brand name in the Israeli market. In June 2001, the Company signed an
agreement with Gold Frost to store and market the food products imported by Gold
Frost through the Company for a commission of 15% (which changed to 20% in 2002
and 2003) of the total monthly sales of Gold Frost's products which were sold by
the Company within that month. Gold Frost imports to Israel over 120 products,
usually packed for private consumers (cans, jars, containers and plastic sealed
and vacuumed packages), but also for institutional consumers. Gold Frost is
working towards widening the variety of products it imports.
Gold Frost does not market its products, but rather uses the Company
for this purpose. The agreement between the Company and Gold Frost states that
the Company shall provide Gold Frost with marketing services until December 31,
2003. The agreement is automatically renewable each year for one year periods.
The volume of commissions paid by Gold Frost to the Company in 2003 amounted to
NIS 5.40 million (USD 1.20 million), in 2002 NIS 3.51 million (USD 0.80 million)
and in 2001 NIS 1.43 million (USD 0.33 million).
During July 2001, Gold Frost entered in two agreements with private
companies for consultation services regarding the operation and maintenance of
refrigerated warehouses and refrigerated storage. This service was provided for
a one year period.
Gold Frost finances its activities by loans from banks and equity. As
of December 31, 2003, Gold Frost's equity amounted to NIS 7.66 million (USD 1.75
million) and it held cash and cash equivalents of NIS 6.38 million (USD 1.46
million) and inventory of NIS 3.70 million (USD 0.85 million). As of December
31, 2002, Gold Frost's equity amounted to NIS 4.30 million (USD 0.98 million)
and it held cash and cash equivalents of NIS 2.77 million (USD 0.63 million) and
inventory of NIS 3.1 million (USD 0.71 million). As of December 31, 2001, Gold
Frost's equity amounted to NIS 1.78 million (USD 0.41 million) and it held cash
and cash equivalents of NIS 0.48 million (USD 0.11 million). Gold Frost has at
its disposal bank credit, which is guaranteed by the Company without limitation.
Page 5
As of December 31, 2003, the Company's wholly-owned subsidiaries had
no indebtedness to banks. See "Item 8: "Guarantees and Pledges."
BUSINESS STRATEGY
The Company's business strategy is:
o to increase market penetration of products that are
currently sold by the Company through, among other things,
marketing and sales campaigns; and
o to expand its current food product lines and diversify into
additional product lines.
Utilizing both management's expertise in identifying market demand and
preferences, as well as its sourcing abilities, the Company intends:
o to continue to locate additional food products, some of
which may be new to Israeli consumers;
o to increase its inventory levels from time to time both to
achieve economies of scale on its purchases from suppliers
and to more fully meet its customers' demands;
o to penetrate new markets within the Middle East, through the
establishment of business relationships with representatives
in such markets subject to a positive political climate.
The Company has developed certain trade relationships locally, as well
as in areas administered by the Palestinian Authority, although the current
sales volume to the Palestinian administered areas is rather low. In addition,
the Company has:
o initiated sales in Europe;
o entered into arrangements with recognized manufacturers to
market their products under their respective brand names, in
addition to brand names under which the Company currently
markets its products; and
o introduced additional food products to the Israeli
marketplace under the brand name "Willi-Food."
On March 7, 2000, the Company's board of directors authorized the
Company's management to examine proposals and conduct negotiations with respect
to the potential investment by the Company and, subject to applicable law, the
Company's major shareholder, Willi Food's, of an aggregate sum of up to USD 4
million in businesses engaged in communications and/or Hi-Tech activities,
provided that the terms of any particular transaction are subject to board
approval and, if required by law, shareholder approval. As of the date of this
report, the Company has not yet entered into any definitive agreements in
implementation of such resolution and there can be no assurance that the Company
will enter into any such definitive agreements.
Page 6
PRODUCTS
The Company imports, markets and distributes a broad variety of over
400 food products, most of which enjoy a relatively long shelf life. Such
products are sold in a variety of sizes and types of receptacles, such as tin
cans, glass jars, plastic and glass bottles and containers and sealed plastic
vacuum packages, intended for use by the individual consumer, as well as the
institutional consumer food markets.
The Company aims at widening the variety of the products it imports.
Due to commercial considerations, the Company occasionally stop importing
certain products.
The Company's main product lines and the principal products of each
line are as follows:
o CANNED VEGETABLES: including okra, mushrooms (whole and sliced),
artichoke (hearts and bottoms), pees, beans, asparagus, corn, baby corn,
palm hearts, vine leaves (including vine leaves stuffed with rice) as well
as additional canned vegetables. These products are primarily imported from
China, Spain, Greece, Thailand, South America, Turkey, France, India,
Poland and The Netherlands.
o CANNED FISH: including tuna (in oil or in water), sardines,
anchovies, smoked cod liver, sprats, and salmon. These products are
primarily imported from Thailand, Philippines, Canada, Portugal, Spain,
Greece, Sweden and Latvia.
o DAIRY PRODUCTS: yogurt, cheeses, including hard cheeses and
semi-hard cheese such as parmesan, emental, edam, kashkaval, molded cheeses
such as brie, camembert, danablue, feta cheese, butter, butter spreads,
margarine, profiterols and others. These products are primarily imported
from Greece, Denmark, Bulgaria, Italy and The Netherlands.
o EDIBLE OILS: including sunflower oil, soy bean oil, corn oil, and
olive oil. These products are primarily imported from Argentina, Italy,
Turkey and Spain.
o CANNED FRUIT: including pineapple (sliced or pieces), peaches,
fruit cocktail, apricot, pears, cherries, mangoes and lichees. These
products are primarily imported from Thailand, Philippines, Greece, Europe
and South America.
o DRIED FRUIT, NUTS AND BEANS: including figs, apricots, pineapple,
papaya, prunes, raisins, banana chips, sun flower seeds, pine nut kernels,
almonds, walnuts, cashew nuts and peanuts. These products are primarily
imported from Greece, Turkey, India, China, Thailand, and the United
States.
Page 7
o CHILLED AND FROZEN PRODUCTS: including frozen fish (fillets of
salmon, smoked salmon, fillets of herring, smoked herring etc.), and frozen
vegetables. These products are primarily imported from Greece, Scandinavia
and The Netherlands.
o OTHER PRODUCTS: including, among others, coffee creamers,
condensed milk, fruit juices, jams, halva, Turkish delight, pasta, tahini,
ketchup, mayonnaise, cookies, vinegar, sweet pastry and crackers, sauces,
flours, coffee, sour pickles, mixed pickled vegetables, pickled peppers, an
assortment of black and green olives, rice, rice sticks, rice crackers,
pasta and noodles. These products are primarily imported from the
Netherlands, Italy, Greece, Belgium, the United States, Scandinavia,
Poland, China, Thailand, Turkey, India and Argentina.
Some of the products sold by the Company are imported by Gold Frost.
The Company did import some of these products in the past, but this was done on
a small scale aimed at testing the demand for such products and their
profitability. After the purchase of Gold Frost the import of these products was
emphasized and expanded by Gold Frost.
The products with the largest sales volume for the year ended December
31, 2003 were canned fish (22% of sales), canned vegetables (19% of sales),
edible oils (16% of sales), dairy products (15% of sales), rice and pasta (8% of
sales) and canned fruits (5% of sales).
For the year ended December 31, 2002, canned vegetables were 22% of
sales, canned fish was 19% of sales, dairy products were 11% of sales and edible
oils were 9% of sales. For the year ended December 31 2001, canned fish was 23%
of sales, edible oils were 10% of sales, canned mushrooms were 5% of sales and
canned fruit was 8% of sales.
Most of the products that the Company imports and markets are approved
as Kosher by and/or under the supervision of various supervisory institutions
including the Kashrut Committee of the Shearit Israel Rabbinical Court, Chug
Chatam Sofer Bnei Brak, Chug Chatam Sofer Petach Tikva, the Chief Rabbinate of
Israel, Achdut Israel, certain Jewish organizations administering Kashrut
procedures and certifications (such as the Union of the Orthodox Jewish
Congregation of America (O.U.), OK, Kof-k, Star-K, etc.) and rabbis of local
Jewish congregations abroad. See "Government Regulation."
SUPPLIERS
The Company purchases food products from over 100 suppliers worldwide,
including suppliers located in the Far East (China, India, the Philippines and
Thailand), Eastern Europe (Bulgaria, Hungary, Latvia, Poland), South America
(Argentina, Ecuador and Costa Rica), the United States and Canada and Western,
Northern and Southern Europe (Sweden, Denmark, Greece, The Netherlands, Italy,
Portugal, Spain, Belgium, Germany, France, Turkey and Cyprus).
Page 8
In addition, the Company actively maintains contact with approximately
150 suppliers worldwide, through which it assesses on an on-going basis world
market trends, fluctuations in prices and terms internationally available and
other updating of issues relevant to its business.
The Company's management and personnel visit food trade fairs world
wide on a regular basis and create new business relationships with potential
suppliers on an ongoing basis.
The following table represents the percentage of purchases by the
Company from suppliers who account for more than 5% of the total purchases in
the years 2001, 2002 and 2003:
SUPPLIER 2003 SUPPLIER 2002 SUPPLIER 2001
---------- ---- ---------- ---- ---------- ----
Supplier A 10.8% Supplier A 13.0% Supplier A 12.9%
Supplier B 9.2% Supplier B 8.3% Supplier B 7.3%
Supplier C 7.5% Supplier C 6.2% Supplier C 4.8%
Supplier D 7.1%
Supplier E 5.9%
The Company is not dependent on any supplier for a majority of the
products imported by it. In respect of certain products, however, the Company is
dependent exclusively on one source of supply. Five of such products accounted,
in the aggregate, for approximately, 21%, 15% and 18% of the Company's sales in
the years ended December 31, 2003, 2002 and 2001, respectively.
Termination of the Company's business relationships with such
suppliers and/or a material adverse change in the terms at which the Company
purchases such products from such suppliers may have a material adverse effect
on the Company's financial results. There can be no assurance that alternative
sources for such products, if required, will be readily available nor can there
be any assurance as to the terms of purchase of such products from such
alternative sources.
The Company does not generally enter into written agency or other
agreements with its suppliers. However, the Company has written confirmations
from certain foreign suppliers, confirming the exclusive appointment of the
Company as the sole agent and/or distributor of such suppliers either with
respect to a specific product or, in certain cases, with respect to a line of
products, within the State of Israel. These exclusivity rights have generally
been granted for a period ranging between 12-36 months terminating through 2004,
and in certain cases are conditional upon the Company's compliance with certain
minimum purchase requirements. The suppliers from which the Company received
such letters of confirmation accounted for approximately 23%, 22%, 25% and 20%
of the Company's purchases in 2003, 2002, 2001 and 2000, respectively. In a few
instances the Company did not fulfill its commitment to the minimum purchase
requirements, but since the onset of its activities no supplier terminated its
agreement with the Company due to not filling the quotas. The Company's
purchases are not motivated by a desire to fulfill minimum quota requirements,
and the considerations in purchasing products from these suppliers are identical
to those for purchasing from other suppliers.
Page 9
In addition to such arrangements, the Company routinely varies its
sources of supply and purchases depending on price levels, product quality and
product availability. Sales of products for which no written agreements (or
written confirmations for exclusivity rights) exist between the Company and such
suppliers accounted for approximately 77%, 78%, 75% and 80% of the Company's
total purchases in 2003, 2002, 2001 and 2000, respectively.
Certain of the products imported by the Company are seasonal
agricultural products, such as artichokes, cherries, lychee, pears, apricots,
kernel corn, mushrooms and peaches. In order to assure itself a continued supply
of these seasonal items, the Company generally arranges with the manufacturers
of such products at the beginning of the season for the terms of purchases of
such items for the coming year.
The Company's products are packaged by various manufacturers and
suppliers abroad and labeled with Hebrew, English and, in certain cases, Arabic
and Russian labels, according to the Company's instructions and requirements.
See "Government Regulation."
A substantial portion of the Company's purchases from suppliers is
made in USD (such as purchases from the Far East, the United States, South
America and certain European countries, including Greece and Turkey) with the
remaining purchases usually made in Euro and other foreign currencies (e.g.
Swedish Kronors). Supply is generally made against letters of credit for a
period of up to 90 days. See "Item 5: "Operating And Financial Review and
Prospects - Impact of Inflation and Devaluation on Results of Operations,
Liabilities and Assets."
For the years ended December 31, 2003, 2002 and 2001, respectively,
the Company issued orders to suppliers against letters of credit amounting in
the aggregate of approximately NIS 49.7 million (USD 11.35 million), NIS 48.7
million (USD 11.1 million) and NIS 77.2 million (USD 17.6 million),
respectively.
CUSTOMERS
The Company's products are marketed and sold to over 600 customers
throughout Israel and in a substantially less extent to customers in the areas
administered by the Palestinian Authority. The Company has occasionally sold to
importers from Europe (mainly France). During 1998, the Company sold, as its
first transaction in Europe and South America, respectively, one of its food
products, olive oil, to importers in France and another one of its food
products, canned mushrooms, to Argentina. In 2001 and 2002 the Company sold
sugar cubes and pickles to France. In 2003 the Company sold tuna fish and baby
corn to France.
The Company's customers generally are comprised of two major groups:
i. supermarket chains in the organized market consisting of the four major
supermarket chains in Israel, and ii. private supermarket chains, wholesalers
and institutional customers. The Company's customers include several of the
largest supermarket chains in the organized market in Israel, including:
Supersol Ltd. (which also includes the Hyperneto, the Universe Food Warehouse
Club, Cosmos, Machsaney Mazon, Zol Lemehadrin, Supersol, Birkat Rachel and
Hutzot Lahav); Club Market Marketing Chains Ltd. (which also includes the Club
Market, Hatzi Kupa, Zol Po and Jumbo); the Co-op Blue Square Cooperative Society
Ltd. (which also includes the Co-op Blue Square Super Company Ltd., Zil Va'Zol,
the Co-op Blue Square Hyper Company Ltd., the Supercenter, The Super Center
City, King Center, Mega, Shefa Shuk and the Shefa Mehadrin) and Co-Op Jerusalem.
Page 10
The Company's contracting with the supermarkets in the organized
market is done through their principal executive or sales offices and buyers.
The Company also distributes its products in the private supermarket chains and
through a network of wholesalers and institutional consumers such as catering
halls and food service companies.
The Company's sales, by customer group, for the years ended December
31, 2003, 2002, 2001 and 2000 are as follows:
PERCENTAGE OF TOTAL SALES
YEAR ENDED DECEMBER 31
-------------------------
CUSTOMER GROUPS 2003 2002 2001 2000
Supermarket Chains in the organized market 42% 43% 43% 49%
Private Supermarket Chains, Wholesalers and
institutional consumers and the Palestinian
Authority 58% 57% 57% 51%
100% 100% 100% 100%
For the years ended December 31, 2003, 2002 and 2001, the Company's
three largest customers (all of which are supermarket chains in the organized
market) constituted, in each case, in excess of 5% of the Company's sales, and
together aggregated approximately 39%, 41% and 43%, respectively, of the
Company's sales during such periods. The largest customer accounted for 18% of
the Company's sales in 2003, compared with 27% of the Company's sales in 2002
and 19% of the Company's sales in 2001. The loss of any of these major customers
could have a material adverse effect on the Company's financial condition and
results of operations. The Company is seeking to expand its operations in other
areas so as to reduce its dependence on any single significant customer.
The Company is under a commitment to pay incentives to certain
customers in the organized market, to certain private supermarket chains and to
some wholesalers in relation to the increase in volume of sales in excess of a
certain agreed upon amount which varies among customers. Such incentives range
from 1% to 7.5% of the annual sales of the Company to such customers. Such
incentives are generally paid at the beginning of each year with respect to the
previous year's sales. Such arrangements also generally include specific
exclusions, such as direct or joint importing of products that are not
considered for purposes of such incentives. Certain of such commitments are oral
and not evidenced in written documents. For the years ended December 31, 2003,
2002 and 2001, the Company paid and/or is obligated to pay approximately NIS
3,380 thousand (USD 772 thousand), NIS 2,418 thousand (USD 552 thousand) and NIS
4,350 thousand (USD 993 thousand) respectively, in respect of such incentives.
Page 11
DISTRIBUTION, MARKETING AND SALES
The Company generally has no written agreements with its customers,
nor are its arrangements with its customers on an exclusive or binding basis.
The Company generally extends its customers approximately 60-90 days credit
beginning at the end of the month in which the sale took place. The supermarket
chains in the organized market generally effect payment by wire transfers or
cash payments on the due date, while other customers are generally required to
provide promissory notes. The Company generally does not require the supermarket
chains in the organized market to provide any kind of security for payments;
however, other customers may be required to provide security, including personal
guarantees. The Company generally enables its customers to return products.
The volume of lost debts of the Company amounted in the years ended
December 31, 2003, 2002 and 2001 to NIS 0 thousand (USD 0 thousand), NIS 0
thousand (USD 0 thousand) and NIS 103 thousand (USD 24 thousand) respectively.
Sales are made by the placement of customers' orders which are
directed to the Company's regional office and placed by the sales personnel or
directly by the customers. Orders are transferred to the Company's warehouse
facilities in Yavne for preparation and delivery by the Company's transporters.
In certain cases, the Company transports products directly from port to
customers, utilizing the services of independent transporters.
The Company generally holds an inventory of products, which the
Company believes to be sufficient to meet market requirements for a period of 80
days. The Company may, occasionally, take advantage of purchasing some inventory
items; at those cases the inventory quantities may be even higher then 80 days.
Products ordered in full container loads by customers are generally forwarded
directly to the customers' facilities, without being stored in the Company's
facilities. The Company does not regularly maintain significant backlog of
orders from customers. The Company's inventory as of December 31, 2003 amounted
to 18.82 million (USD 4.30 million) compared with NIS 16.31 million (USD 3.72
million) as of December 31, 2002, and NIS 20.17 million (USD 4.61 million) as of
December 31, 2001.
The Company participates in various sales campaigns within the
supermarket chains that are intended to stimulate sales volume. Among such
campaigns are food festivals initiated by the supermarket chains and certain
importers, including the Company, in which the import and marketing of products
from a specific country or region are celebrated and promoted. In the years
2003, 2002 and 2001 the Company participated in various festivals, including the
Mediterranean Festival, for certain products imported from Italy, The
Netherlands, Turkey and Greece. Such festivals typically involve increased
display space as well as enhanced promotional activities, both with respect to
the festival itself and the products. Such activities are sponsored by the
supermarkets in collaboration with the importers participating in the festival.
The cost of the Company's participation in such activities is minimal. Within
this framework, the Company imports a wide variety of products which include
pastries, vegetables, jams, cheese, fish, and dairy products, as well as certain
artifacts typical to the culture and/or cuisine of each specific festival.
Page 12
The Company maintains close contact with its consumer markets in an
effort to be attentive to market needs, market trends, the demand for certain
products and their value to the market. The Company also regularly gathers
information on new products manufactured worldwide, including by attending food
exhibitions and maintaining close relations with manufacturers and suppliers
worldwide.
COMPETITION
The food distribution business in Israel is highly competitive with
respect to imported, as well as locally manufactured, food products. The Company
believes that it presently faces direct competition from a number of importers
of food products.
Certain of the products imported by the Company are also produced by
local manufacturers in Israel, such as canned fish, edible oils, certain
pickles, olives, pasta and certain dairy products. The Company believes that it
may also face competition from potential new-comers to the food business, as
well as from existing importers and/or manufacturers currently not involved in
the same line of products as the Company.
Certain of the Company's competitors (Shemen and Milomor with respect
to edible oils, Fodor and Posidon with respect to fish products, Pri HaGalil,
Posidon and Yachin-Vita with respect to canned vegetable products, Tnuva and
Tara with respect to dairy products, etc.) are substantially more established,
have greater market recognition and have greater financial, marketing, human and
other resources than those of the Company. If any of the Company's major
competitors materially reduce prices, the Company would experience significantly
more competitive pressure. The Company cannot predict whether it could
successfully compete with these pressures and, if it were unable to do so, the
Company's business would suffer.
INTELLECTUAL PROPERTY RIGHTS
The Company markets certain products under the trademark "Willi-Food,"
which has been approved for registration in Israel in May 1997 for certain uses
relating to the food industry. The Company markets certain products under the
trademark "Gold-Frost," which was registered in Israel in February 2002. There
can be no assurances as to the degree of protection this registration will
afford. Other products marketed by the Company under their original brand name
are "Completa," "Borges," "Arla," "Lurpak," "Carapelli," "Hazer Baba" and
"Flavor House." The Company imports several products for the Supersol chain
under the brand name "Superclass," which is the chain's brand name. The volume
of the sales of this brand name to the Super Sol chain in the years ended on
December 31, 2003, 2002 and 2001 amounted to 25%, 20% and 26% of the total sales
to this chain respectively.
Page 13
EMPLOYEES
As of April 30, 2004, the Company, including its subsidiaries,
employed a total of 60 persons, 8 of whom are in management positions, 9 of whom
are in import and accounting positions, 20 of whom are involved in the Company's
sales department and 23 of whom are in warehousing and transportation. This
compared with 54 persons as of April 30, 2003, 6 of whom were in management
positions, 12 of whom were in import and accounting positions, 17 of whom were
involved in the Company's sales department and 19 of whom were employed in
warehousing and transportation. On April 30, 2002 the Company, including its
subsidiaries, employed a total of 53 persons, 18 of whom were in management and
accounting positions, 6 of whom were in management positions, 12 of whom were in
import and accounting positions, 16 of whom were involved in the Company's sales
department and 19 of whom were in warehousing and transportation. Seven
additional employees are engaged on an hourly basis and other employees are
supplied by manpower companies on an as needed basis. See Item 6: "Directors,
Senior Management and Employees." The Company believes that the working
relations within the Company are satisfactory.
Israeli labor laws are applicable to all of the Company's employees as
are certain provisions of the collective bargaining agreements between the
Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of
Economic Organizations (including the Industrialists Association), by order of
the Israeli Ministry of Labor. These provisions principally concern the length
of the work day, minimum daily wages for professional workers, paid annual sick
leave, discrimination, insurance for work-related accidents, social security,
procedures for dismissing employees, determination of severance pay and other
conditions of employment.
In addition, Israeli employers, including the Company, are required to
provide certain escalations in wages in relation to the increase in the Israeli
Consumer Price Index ("CPI"). The specific formula for such escalation varies
according to agreements between the Government of Israel, the Manufacturers'
Association and the Histadrut.
A general practice in Israel followed by the Company, although not
legally required, is the contribution of funds on behalf of its senior employees
to a fund known as "Manager's Insurance." This fund provides a combination of
savings plan, insurance and severance pay benefits to participating employees,
giving these employees a lump sum payment upon retirement and securing their
right to receive severance pay, if legally entitled, upon termination of
employment. The employee contributes an amount equal to 5%-5.5% of his wages and
the Company contributes an additional 13.3%-15.8%. In addition, Israeli law
generally requires severance pay upon the retirement or death of an employee or
termination of employment without due cause. Furthermore, Israeli employees and
employers are required to pay predetermined sums to the National Insurance
Institute (which is similar, to some extent, to the United States Social
Security Administration). The payments thereto amount to approximately 11% of
wages; the employee's share being 4.5-9% (depending on the marginal level of
wages) and the employer's about 5%.
Page 14
GOVERNMENT REGULATION
The import, storage, distribution, marketing and labeling of food
products is subject to extensive regulation and licensing by various Israeli
government and municipal agencies, principally the Ministry of Health and the
Ministry of Trade and Industry of the State of Israel. The Company is required
to maintain its distribution processes, as well as the products imported by it,
in conformity with all applicable laws and regulations. Failure to comply with
such applicable laws and regulations could subject the Company to civil
sanctions, including fines, injunctions, recalls or seizures, as well as
potential criminal sanctions, any of which could have a material adverse effect
on the Company. The Company believes it complies in all material respects with
the above-mentioned requirements.
In 1978 the Israeli government issued the free import decree, which
exempts the import of most food products from the need to acquire a license.
However, permits from the Ministry of Health and the Ministry of Agriculture are
still required. Israeli government policy in favor of exposing the local market
to certain imported products has directly impacted the Company's operations
since, as of September 1991, certain qualitative customs duties, formerly levied
on products, including those imported by the Company, have been canceled.
Customs duties and charges are levied on a portion of the Company's products.
The Company is required to obtain import licenses for the import of
certain food products. The Company has obtained the necessary import licenses
for the products imported by it as required by the import authorities. The
Company has also obtained the necessary authorization required by the Ministry
of Health (Food Authority) for the import of food products to Israel.
The Company's products are packaged by various manufacturers and
suppliers abroad and labeled in Hebrew, English and, in certain cases, Arabic
and Russian, according to the Company's instructions and the requirements of the
Israeli authorities.
Since the beginning of the Company's activities, the Company has been
found to have mislabeled packages four times as a result of which the Company
has paid an immaterial amount of fines.
Most of the products which the Company imports and markets are
approved as Kosher by and/or under the supervision of various supervisory
institutions including the Kashrut Committee of the Shearit Israel Rabbinical
Court, Chug Chatam Sofer Bnei Brak, Chug Chatam Sofer Petach Tikva, the Chief
Rabbinate of Israel, Achdut Israel, certain Jewish organizations administering
Kashrut procedures and certificates (such as the Union of the Orthodox Jewish
Congregation of America (O.U.), OK, Kof-k, Star-K, etc.) and rabbis' of local
Jewish congregations abroad. Such procedures include, in certain cases, personal
supervision by a Kashrut supervisor sent by such institutions to the
manufacturing facilities from which the Company purchases products, who is
present at the plant during the processing of the product. Under Israeli law,
the Company is required to ascertain that the Kosher foodstuffs which it offers
for sale bear kosher certification approved by certain authorities, such as the
Chief Rabbinate of Israel, and also the name of the individual authorized to
certify such product. Not all products marketed by the Company have been so
certified, although they do bear certain kosher certification from other
certification bodies.
Page 15
C. ORGANIZATIONAL STRUCTURE
The Company has three wholly owned subsidiaries, Willi Frozen, W.P.D
and Gold Frost. The only office of the Company is the Yavne, Israel office.
D. PROPERTY, PLANTS AND EQUIPMENT
The Company's principal executive offices are situated at a leased
facility in the northern industrial zone of Yavne, at 3 Nahal Snir St., Israel,
35 km south of Tel-Aviv. These premises serve as the Company's logistic center
for warehousing and distribution of food products. The Yavne facility is leased
by the Company from Titanic Food Ltd., a private Israeli company controlled by
Messrs. Joseph Williger, the Company's Chief Executive Officer and a director,
and Zvi Williger, the Company's Chief Operating Officer and Chairman of the
Board. The lease, which was for a period of two years expiring on January 14,
2001, was extended twice, for an additional period of two years, until January
14, 2005. The Company has the option to extend this lease for another two-year
period, until January 14, 2007, with a concomitant increase in rental fees for
each of such additional period.
This facility, a four-story building plus a basement, consists of
approximately 5,387 square meters (approximately 48,500 square feet). The
monthly rental fee (excluding VAT) for this facility is approximately USD
34,178. The rent is payable in advance on a quarterly basis. The Company
believes that the terms of the above mentioned lease are no less favorable to it
than could be obtained from an unaffiliated third party. The amounts paid by the
Company as rental fees in the years ended December 31 2003, 2002 and 2001 were
approximately NIS 1.84 million (approximately USD 0.42 million), approximately
NIS 1.82 million (approximately USD 0.42 million) and approximately NIS 1.72
million (approximately USD 0.39 million), respectively. Since March 27, 2000,
the Company has been operating the Yavne facility under a municipal business
license as required under Israeli law. The license has been granted permanently.
The Company utilizes free warehouse services in the area of the Ashdod
seaport. The Company is charged only for storage per container, i.e., there is
no charge for rental while the Company does not use the warehouse services. The
payment for these services for the years ended December 31, 2003, 2002 and 2001
was NIS 822 thousand (USD 188 thousand), NIS 823 thousand (USD 188 thousand) and
NIS 863 thousand (USD 197 thousand), respectively.
The board of directors and the Audit Committee of the board of
directors of the Company approved on March 29, 2004 an engagement with Titanic
Food Ltd. regarding an eight-year lease, divided into two terms of four years
each, plus two option terms of four years each on an alternative facility.
According to this agreement, the Company will rent a facility from Titanic Food
Ltd., which will replace the present leased facility and the need for the
warehouse in Ashdod. Titanic Food Ltd. purchased an adjacent lot recently and it
intends to build a one level building of approximately 6,000 square meters
(approximately 54,000 square feet) with a ceiling height of 9-10 meters, which
will suit the Company's presently foreseeable needs. The monthly rent costs for
the first term is USD 6.66 per square meter (approximately USD 39,660) which
will increase by 5% in the second four-year term and any option term thereafter.
The above-mentioned monthly rent will be lower than present renting costs of the
facility in Yavne plus the charges of the warehouse in Ashdod.
Page 16
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
OVERVIEW
The Company is engaged in the import, marketing and distribution of a
broad range of food products purchased from over 100 suppliers worldwide and
marketed throughout Israel, and to a much lesser extent, the areas administered
by the Palestinian Authority. The products imported by the Company are marketed
in Israel and sold to over 600 customers including supermarket chains in the
organized market, private supermarket chains, wholesalers and institutional
consumers. The Company was incorporated in Israel in January 1994 and commenced
its operations in February 1994.
For the year ended December 31, 2003, each of the Company's three
largest customers accounted for more than 5% (or in the aggregate approximately
39%) of the Company's sales. For the year ended December 31, 2002, each of the
Company's three largest customers accounted for more than 5% (or in the
aggregate approximately 41%) of the Company's sales. The loss of any of these
major customers could have a material adverse effect on the Company's financial
condition and results of operations.
For convenience purposes, the financial data for the years ended
December 31, 2003, 2002, 2001, 2000 and 1999 has been translated into U.S.
dollars using the representative exchange rate as of December 31, 2003 of NIS
4.379 = USD 1.00.
The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements and notes thereto which
appear in this Annual Report.
The Company is not involved in any off balance sheet transactions or
long-term contractual obligations.
CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis is based upon the consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in Israel and adapted to the generally accepted
principles accepted in the United States. The use of these generally accepted
principles requires the management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting accounting periods
presented. These estimates include assessing the collectibility of accounts
receivable, and the use of recoverability of inventory. Actual results could
differ from those estimates. The markets of the Company's products are
characterized by intense competition and a rapid turnover of products and
frequent new introductions of products, all of which may impact the future
realizability of the Company's assets.
Page 17
The following critical accounting policies may affect significant
judgements and estimates used in the preparation of the consolidated financial
statements.
1. Revenue Recognition - revenue from product sales is recognized upon the
shipment to the consumers, when the title and risk of loss have been
transferred to the consumer, price and terms are agreed and when no
significant vendor obligations exist and collection of the resulting
receivable is reasonably assured. Incentive to certain customers - the
Company is obligated to pay incentives to certain customers in relation to
the volume of sales in excess of a certain amount. The incentive is
calculated as a percentage of the annual sales to the customer. In
accordance with EITF 01/9 the Company presents revenue net of such
incentives. The Company grants its customers the right to return the
products. A provision for customers' return is recorded for the estimated
future products return, based on the Company's experience. This policy is
significant because the revenue is a key component of the Company's
operations, as well as the fact that the revenue recognition determines the
timing of certain expenses. Revenue results are difficult to predict and
any shortfall in revenue or delay in recognizing revenue could cause the
operating results to vary from quarter to quarter and may result in
operating losses.
2. Inventories - are stated at the lower of cost or market value. Cost is
determined by the FIFO (first in first out) method. Inventory's values and
quantities review cause the Company to write down the difference between
the cost and the estimated market value upon assumption about future demand
and market conditions. If the inventory is determined to be undervalued,
the Company may have to recognize additional operating income at the time
of sale. Any significant unanticipated change in demand or expiration of
product life could have a significant impact on the value of the inventory.
A. RESULTS OF OPERATIONS
The following table sets forth for the periods indicated, the
correlation (in percentages) between items from the Company's statements of
operations to its total sales for such periods:
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2001
Sales 100% 100% 100%
Cost of sales 80.17% 78.47% 77.40%
Gross profit 19.83% 21.53% 22.60%
Sales and Marketing expenses 8.49% 7.78% 7.52%
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2003 2002 2001
General and administrative expenses 6.07% 6.36% 6.80%
Operating income 5.27% 7.39% 8.28%
Financial income (expenses), net 3.16% (0.19)% 1.35%
Income before taxes on income 8.49% 7.22% 9.63%
Taxes on income 2.10% 1.74% 3.14%
NET INCOME 6.39% 5.48% 6.49%
----- ----- -----
Page 18
YEAR ENDED DECEMBER 31, 2003 COMPARED WITH YEAR ENDED DECEMBER 31, 2002
SALES. Sales for the year ended December 31, 2003, increased by
approximately NIS 8.5 million (USD 1.9 million), or 6.6%, to approximately NIS
137.4 million (USD 31.4 million) from NIS 128.9 million (USD 29.4 million) for
the year ended December 31, 2002. The growth of income for the year ended
December 31, 2003 compared with the year ended December 31, 2002 is a result of
marketing efforts taken by the Company followed by new products penetrating,
that despite of real abrasion of prices in the industry, the severe economy
situation, abrasion of wages and disposable income and growth in unemployment
rate. The Company continued to enlarge its activities and its penetration into
new fields, mainly frozen and chilled products. The products with the largest
sales volume for the year ended December 31, 2003 were canned fish (22% of
sales), canned vegetables (19% of sales), edible oils (16% of sales), dairy
products (15% of sales), rice and pasta (8% of sales) and canned fruits (5% of
sales); the products with the largest sales volume for the year ended December
31, 2002 were canned vegetables (22% of sales), canned fish (19% of sales),
dairy products (11% of sales) and edible oils (9% of sales).
COST OF SALES. Cost of sales for the year ended December 31, 2003,
increased by approximately NIS 9.0 million (USD 2.1 million), or 8.9%, to
approximately NIS 110.2 million (USD 25.2 million) from approximately NIS 101.1
million (USD 23.1 million) for the year ended December 31, 2002. The increase in
cost of sales as a percentage from the total sales for the year ended December
31, 2003 compared to the same period in 2002 reflects the fall in the price of
food products due to the deepening recession in the Israeli market, including
the growth in unemployment and decreased purchasing power in the Israeli market,
as well as an increase in local competition.
GROSS PROFIT. The results of sales and cost of sales, as mentioned
above, created a gross profit of NIS 27.2 million (USD 6.2 million), equal to
19.82% of the sales, compared to 21.53% in 2002 and 22.6% in 2001. These results
are due to efficiency in the ratio between sales and cost of sales and reduction
of sales prices to customers due to market conditions and competition versus the
above-mentioned rise in the price of products.
Page 19
The Company cannot reasonably foresee the product mix of its future
sales nor the cost of future supplies. Accordingly, there can be no assurance
that the above gross margin levels will be maintained in the future.
SALES AND MARKETING EXPENSES. Sales and marketing expenses for the
year ended December 31, 2003 increased to approximately NIS 11.7 million (USD
2.7 million) or 8.49% of sales, from approximately NIS 10.0 million (USD 2.3
million), or 7.78% of sales, for the year ended December 31, 2002. This increase
in sales in mainly attributable to improving the selling infrastructure,
including increased advertising costs of approximately NIS 0.6 million, and
recruiting more experienced employees and management in the sales department,
resulting in increased payroll expenses of approximately NIS 0.8 million.
In the first quarter of 2004, the Company increased its advertising
costs beyond historical levels to approximately NIS 1.8 million (USD 0.4
million) in an effort to promote the Company's brand name and products and to
increase revenues. The Company does not yet know if this effort will have the
intended result. If it does not have the intended result, there may be an
adverse effect on the Company's income.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the year ended December 31, 2003 slightly increased by
approximately NIS 0.1 million (USD 0.03 million) to approximately NIS 8.3
million (USD 1.9 million), or 6.07% of sales, from approximately NIS 8.2 million
(USD 1.9 million), or 6.36% of sales, for the year ended December 31, 2002.
OPERATING INCOME. Operating income for the year ended December 31,
2003 decreased by approximately NIS 2.3 million (USD 0.5 million), or 24.1%, to
approximately NIS 7.2 million (USD 1.7 million), or 5.27% of sales, from
approximately NIS 9.5 million (USD 2.2 million), or 7.39% of sales, for the year
ended December 31, 2002.
FINANCIAL INCOME (EXPENSES), NET. The financial income, net, for the
year ended December 31, 2003 was approximately NIS 4.3 million (USD 1.0 million)
compared with financial expenses, net, of approximately NIS 0.2 million (USD
0.05 million) for the year ended December 31, 2002. The results in 2003 were
affected by an increase in value of securities and shares for trade in the
Israeli and international financial markets that resulted from the investment of
cash surpluses in short term investments and an adjustment of the shareholders
equity due to a decrease of 1.9% in the CPI in 2003 compared with an increase of
6.4% in the previous year.
INCOME BEFORE TAXES. Income before taxes for the year ended December
31, 2003 increased by approximately NIS 2.4 million (USD 0.5 million), or 25.3%,
to approximately NIS 11.7 million (USD 2.7 million) from NIS 9.3 million (USD
2.1 million) for the year ended December 31, 2002.
TAXES ON INCOME. Taxes on income for the year ended December 31, 2003
slightly increased to approximately NIS 2.9 million (USD 0.7 million) from
approximately NIS 2.3 million (USD 0.5 million) in the year ended December 31,
2002.
Page 20
NET INCOME. Net income for the year ended December 31, 2003 was
approximately NIS 8.8 million (USD 2.0 million), or 6.39% of sales, compared
with the year ended December 31, 2002 - approximately NIS 7.1 million (USD 1.6
million), equal to 5.48% of sales, and approximately NIS 8.6 million (USD 2.0
million) in the year ended December 31, 2001, equal to 6.49% of sales.
YEAR ENDED DECEMBER 31, 2002 COMPARED WITH YEAR ENDED DECEMBER 31, 2001
SALES. Sales for the year ended December 31, 2002, decreased by
approximately NIS 4.15 million (USD 0.9 million), or 3.1%, to approximately NIS
128.9 million (USD 29.4 million) from NIS 133.0 million (USD 30.4 million) for
the year ended December 31, 2001. This decrease in sales is mainly attributable
to the financial situation of the Israeli economy through 2002 - a real decrease
in food prices, widening recession, wage erosion, rising unemployment which
caused a depreciation of buying power, and continuing competition among
producers and importers.
COST OF SALES. Cost of sales for the year ended December 31, 2002,
decreased by approximately NIS 1.8 million (USD 0.4 million), or 1.8%, to
approximately NIS 101.1 million (USD 23.1 million) from approximately NIS 103.0
million (USD 23.5 million) for the year ended December 31, 2001. The decrease
was mainly attributable to decreased sales during 2002 (see above) and
efficiency in managing these costs in changing circumstances, including a rise
in the costs of importing products due to the devaluation of the USD and Euro
exchange rate to the NIS.
GROSS PROFIT. The results of sales and cost of sales, as mentioned
above, created a gross profit of NIS 27.7 million (USD 6.3 million) which
consists of 21.53% of the sales, compared to 22.60% in 2001 and 21.78% in 2000.
These results are due to efficiency in the ratio between sales and cost of sales
and reduction of sales prices to customers due to market conditions and
competition versus the above-mentioned rise in the price of products.
SALES AND MARKETING EXPENSES. Sales and marketing expenses for the
year ended December 31, 2002 slightly increased to approximately NIS 10.02
million (USD 2.3 million) or 7.78% of sales, from approximately NIS 10.0 million
(USD 2.3 million), or 7.52% of sales, for the year ended December 31, 2001.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the year ended December 31, 2002 decreased by approximately NIS 0.9
million (USD 0.2 million) to approximately NIS 8.2 million (USD 1.9 million), or
6.36% of sales, from approximately NIS 9.1 million (USD 2.1 million), or 6.80%
of sales, for the year ended December 31, 2001.
OPERATING INCOME. Operating income for the year ended December 31,
2002 decreased by approximately NIS 1.5 million (USD 0.3 million), or 13.5%, to
approximately NIS 9.5 million (USD 2.2 million) from approximately NIS 11.0
million (USD 2.5 million) for the year ended December 31, 2001.
Page 21
FINANCIAL INCOME (EXPENSES), NET. The financial expenses, net for the
year ended December 31, 2002 was approximately NIS 0.2 million (USD 0.05
million) compared with financial income net of approximately NIS 1.8 million
(USD 0.4 million) for the year ended December 31, 2001. The results in 2002 were
effected by a decline in the value of securities for trade, and an erosion of
equity due to an annual increase of 6.5% in the CPI compared with 1.4% in the
previous year. The income in 2001 was mainly due to growth of securities and
interest on deposits, arising from cash surpluses, which were invested in short
term deposits and traded securities.
INCOME BEFORE TAXES. Income before taxes for the year ended December
31, 2002 decreased by approximately NIS 3.5 million (USD 0.8 million), or 27.3%,
to approximately NIS 9.3 million (USD 2.1 million) from NIS 12.8 million (USD
2.9 million) for the year ended December 31, 2001.
TAXES ON INCOME. Taxes on income for the year ended December 31, 2002
decreased to approximately NIS 2.2 million (USD 0.5 million) from approximately
NIS 4.2 million (USD 1.0 million) in the year ended December 31, 2001.
NET INCOME. Net income for the year ended December 31, 2002 was
approximately NIS 7.1 million (USD 1.6 million), or 5.48% of sales, compared
with the year ended December 31, 2001 - approximately NIS 8.6 million (USD 2.0
million), equal to 6.49% of sales.
B. LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company's operations have been funded through
cash flows from operating activities, short-term indebtedness provided by
Israeli banks and loans from Willifood Investments Ltd., its controlling
shareholder. The Company's bank indebtedness is secured by certain liens on its
share capital, goodwill and certain other assets.
For the year ended December 31, 2003, cash and cash equivalents
decreased from approximately NIS 27.2 million (USD 6.2 million) to approximately
NIS 12.5 million (USD 2.8 million). During that year, marketable securities
increased from NIS 21.1 million (USD 4.8 million) to NIS 42.3 million (USD 9.7
million). For the year ended December 31, 2002 cash and cash equivalents
increased from approximately NIS 25.8 million (USD 5.9 million) to approximately
NIS 27.2 million (USD 6.2 million).
For the year ended December 31, 2003, the Company generated a positive
cash flow from operating activities of approximately NIS 5.4 million (USD 1.2
million), primarily as a result of net income of approximately NIS 8.8 million
(USD 2.0 million). For the year ended December 31, 2002, the Company generated a
positive cash flow from operating activities of approximately NIS 9.2 million
(USD 2.1 million) primarily as a result of net income of NIS 7.1 million (USD
1.6 million). For the year ended December 31, 2001, the Company generated a
positive cash flow from operating activities of approximately NIS 9.0 million
(USD 2.1 million).
Page 22
During the year ended December 31, 2003, the Company utilized NIS 19.1
million (USD 4.4 million) for investing activities, mainly for the purchase of
marketable securities amounting to NIS 17.6 million (USD 4.0 million) and
purchase of equipment (mainly motor vehicles) for NIS 2.0 million (USD 0.46
million). During the year ended December 31, 2002, the Company utilized
approximately NIS 6.6 million (USD 1.5 million) for investing activities, mainly
due to purchase of marketable securities amounting to NIS 5.8 million (USD 1.3
million) and purchase of property and equipment amounting to NIS 1.1 million
(USD 0.25 million). During the year ended December 31, 2001, the Company
utilized approximately NIS 14.1 million (USD 3.2 million) from investing
activities, mainly for the purchase of marketable securities amounting to NIS
12.6 million (USD 2.9 million) and the purchase of property and equipment for
NIS 1.1 million (USD 0.25 million).
During the year ended December 31, 2003, the Company utilized cash
flow from financing activities of NIS 1.0 million (USD 0.24 million) - mostly
short term bank credit. During the year ended December 31, 2002 the Company
utilized cash flow from financing activities of NIS 1.1 million (USD 0.26
million). In the year ended December 31, 2001 the Company generated NIS 2.3
million (USD 0.51 million) from financing activities.
The Company's cash requirements, net, during the years ended December
31, 2003 and 2002 were met primarily through its working capital. In the year
2003, the Company made due with short-term credit of NIS 0.04 million (USD 0.001
million). In 2002, the Company made due with short-term credit of NIS 1.1
million (USD 0.24 million).
As of December 31, 2003, the Company had working capital of
approximately NIS 83.9 million (USD 19.1 million) compared with NIS 75.7 million
(USD 17.3 million) as of December 31, 2002.
The Company's trade receivables increased to NIS 29.7 million (USD 6.8
million) as of December 31, 2003 from NIS 24.1 million (USD 5.5 million) as of
December 31, 2002. The days revenues outstanding were 78 as of December 31, 2003
compared to 68 as of December 31, 2002, and 65 as of December 31, 2001. The
Company believes that its present working capital is sufficient for the
Company's present requirements.
IMPACT OF INFLATION AND DEVALUATION ON RESULTS OF OPERATIONS, LIABILITIES AND
ASSETS
The rate of inflation in Israel during the past five years has been
significantly reduced compared to the situation of the Israeli economy before
that. The rate of devaluation which was low until 2002, has increased and the
representative rate of the dollar reached NIS 4.379 on December 31, 2003,
compared with NIS 4.737 on December 31, 2002, and 4.416 on December 31, 2001.
The representative rate of the dollar on May 31, 2004 was NIS 4.555.
The annual rates of inflation during the years ended December 31,
1995, 1996, 1997, 1998, 1999, 2000, 2001, 2002 and 2003 were approximately 8.1%,
10.6%, 7.0%, 8.6%, 1.3%, 0%, 1.4%, 6.5% and (1.9%), respectively, while during
such periods Israel effected devaluation of the NIS against the U.S. Dollar of
approximately 3.9%, 3.7%, 8.7%, 17.65%, (0.2%), (2.7%), 9.3% 7.3% and (7.6%),
respectively. During each of the years ended December 31, 1995, 1996, 1999, 2000
and 2003, the rate of inflation in Israel exceeded the rate of devaluation of
the NIS against the dollar, while during each of the years ended December 31,
1997, 1998, 2001 and 2002 the rate of devaluation of the NIS against the dollar
exceeded the rate of inflation in Israel.
Page 23
A devaluation of the NIS in relation to the dollar will have the
effect of decreasing the dollar value of any assets of the Company which consist
of NIS or receivables payable in NIS. Such a devaluation would also have the
effect of reducing the dollar amount of any liabilities of the Company which are
payable in NIS (unless such payables are linked to the dollar). Conversely, any
increase in the value of the NIS in relation to the dollar will have the effect
of increasing the dollar value of any linked assets of the Company and the
dollar amount of any linked NIS liabilities of the Company. The representative
rate on December 31, 2003 was 4.379 per USD 1.00, equal to a revaluation of 7.6%
from the representative rate on December 31, 2002 which was NIS 4.737 per USD
1.00. The representative rate on December 31, 2002 was NIS 4.737 per USD 1.00,
equal to a devaluation of 7.3% from the representative rate at December 31, 2001
which was 4.416 per USD 1.00. The representative rate on December 31, 2001 was
NIS 4.416 per USD 1.00, equal to a devaluation of 9.3% from the representative
rate at December 31, 2000 which was 4.041 per USD 1.00. The representative rate
on December 31, 2000 was NIS 4.041 per USD 1.00, equal to a revaluation of 2.7%
from the representative rate at December 31, 1999 which was 4.153 per USD 1.00.
The dollar cost of the Company's operations in Israel is influenced by
the extent to which any increase in the rate of inflation in Israel over the
rate of inflation in the United States is offset by the devaluation of the NIS
in relation to the US dollar.
The Company's assets are not linked to the Israeli CPI or the US
dollar. However, some of the Company's liabilities are linked to the Israeli CPI
and various foreign currencies. Consequently, inflation in Israel and currency
fluctuations will have a negative effect on the value to the Company of payments
the Company receives in NIS and on the Company's liabilities linked to foreign
currencies.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
Not applicable.
D. TREND INFORMATION
During the past two years, there has been an increase in the number of
small private supermarket stores that have opened in Israel, which has resulted
in greater price competition in the stores and in our business. The increased
price competition has resulted in an increase in our cost of sales as a
percentage of total sales and a decrease in our gross profit in 2003 from 2002.
According to announcements published in the Israeli press, the yearly
retail Israeli food market consists of approximately NIS 34,700 million
(approximately USD 7,924 million), of which approximately 47% consists of sales
of supermarket chains in the organized market, 23% consists of sales of private
supermarket chains and 30% is attributable to others.
Page 24
E. OFF-BALANCE SHEET ARRANGEMENTS
Not applicable.
F. TABULAR DISCLOSURE OF CONTRACTURAL OBLIGATIONS
The following table of the Company's material contractual obligations
as of December 31, 2003, summarizes the aggregate effect that these obligations
are expected to have on our cash flows in the periods indicated:
Payments due by period
-----------------------------------------------------------------------------
Contractual Obligations Total less than 1 year 2-3 years 4-5 years More than 5 years
----------------------- ---------- ----------------- ---------- ---------- -----------------
(in thousands)
Property Leases........ NIS 5,644 NIS 1,795 NIS 3,849 -- --
(USD 1,289) (USD 410) (USD 879)
Open purchase orders... NIS 17,089 NIS 17,089 -- -- --
(USD 3,902) (USD 3,902)
Operating Leases....... -- -- -- -- --
Total.................. NIS 22,733 NIS 18,884 NIS 3,849 -- --
(USD 5,191) (USD 4,312) (USD 879)
G. FORWARD-LOOKING STATEMENTS
This annual report contains certain forward-looking statements (as
such term is defined in the Private Securities Litigation Reform Act of 1995).
When used in this report, the words "anticipate," "believe," "estimate,"
"expect," "intend" and similar expressions, as they relate to the Company or the
management of the Company, identify forward-looking statements. Such statements
reflect the current views of the Company with respect to future events, based on
certain assumptions and information currently available to management, all of
which are subject to certain risks and uncertainties including, among others,
the Company's ability to develop and introduce new products, any significant
deterioration in the Company's relationship with its key customers and
suppliers, the Company's ability to successfully integrate the operations of the
Company's subsidiaries with those of the Company, fluctuations in key currency
exchange rates, changes in the political and economic conditions in Israel, and
other factors which may be beyond the Company's control. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results of operations may vary materially from those described
herein as anticipated, believed, estimated, expected or intended.
Page 25
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
The directors, executive officers and key employees of the Company are
as follows:
NAME AGE POSITION WITH THE COMPANY
Joseph Williger 47 Chief Executive Officer and Director
Zvi Williger 49 Chief Operating Officer and Chairman of the
Board
Rachel Bar-Ilan(1) 46 Director
L. Marc Zell(1)* 51 External Director
Shai Bazak(1) 36 External Director
Gil Hochboim 34 Chief Financial Officer
----------
(1) Members of the Company's Audit Committee.
* will be replaced by Mr. David Weiss in August 2004 after the
approval of the general meeting of the shareholders
The Directors are elected at the annual general meeting of
shareholders and hold office until the next annual general meeting of
shareholders, and until their successors have been elected. Officers serve at
the discretion of the board, subject to the terms of any agreement between
officers and the Company.
The business experience of each of the directors, executive officers
and key employees of the Company is set forth below:
JOSEPH WILLIGER has served as the Chief Executive Officer (or general
manager) and a Director of the Company since its inception in January 1994.
Prior to January 1997, Mr. Williger provided management services to the Company
through Titanic Foods Ltd., a company he owns ("Titanic") and of which he has
served as Director since April 1990. He has also served as a director of the
Company's subsidiaries, Willi Frozen, W.F.D. and Gold Frost, since September
1996, November 1996 and April 2001, respectively. Mr. Williger has also served
as a director and as chairman of the Board of Willifood Investments, the
controlling shareholder of the Company, since December 1992 and June 1994,
respectively. From March 1992 until May 1993, Mr. Williger served as a joint
manager of Williger Ltd., an Israeli public company involved at the time in the
food business, and of D.S.P. Limited, an Israeli company that imports, markets
and distributes food products in Israel. Mr. Williger received his academic
education in economics from Bar Ilan University in Israel in 1983. Mr. Williger
is the brother of Zvi Williger, Chief Operating Officer and Chairman of the
Board of Directors of the Company.
ZVI WILLIGER has served as the Chief Operating Officer and Chairman of
the Company since January 1997, and from inception of the Company to January
1997 as a Director and Manager of Marketing Development of the Company. Prior
thereto, he provided management services to the Company through Zvi Israel and
Co. Limited, a company he owns ("Zvi Israel"). Mr. Williger has also served as a
director of the Company's subsidiaries, Willi Frozen, W.F.D. and Gold Frost,
since September 1996, November 1996 and April 2001, respectively. Mr. Williger
has also served as a director of Willifood Investments since December 1992. From
March 1992 to March 1993, Mr. Williger served as a joint manager of Williger
Ltd. and D.S.P. Limited. Mr. Williger attended Fresno University in California.
Zvi Williger is the brother of Joseph Williger, Chief Executive Officer and a
director of the Company.
Page 26
RACHEL BAR-ILAN has served as Director of the Company since May 2001.
Since 1999, Ms. Bar-Ilan managed the marketing and application of medical
laboratory instrumentation in medical laboratories of Medtechnica, a company
publicly traded on the Tel Aviv Stock Exchange. From 1994 to 1999, Ms. Bar-Ilan
has worked for Egentec Ltd., where she has been in charge of the marketing and
application of medical instrumentation in the chemical field. Ms. Bar Ilan
received her degree in Medical Science (MSc) from the Technion - Israel
Institute of Technology in Haifa, Israel.
L. MARC ZELL has served as Director of the Company since June 1996 and
as an External Director since May 2001. Mr. Zell has been a member of the
Washington D.C. law firm of Feith & Zell, P.C., and its Israeli offices of Zell,
Goldberg & Co. since 1999. From 1991 to 1999, Mr. Zell was a member of the law
firm of Balter, Got Aloni & Co. Since 1991, he has served as special counsel to
the Government of the United States, and as special counsel to the International
Monetary Fund on East Jerusalem. Mr. Zell received his BA in Germanic Languages
and Literature from Princeton University and his Juris Doctor from the
University of Maryland School of Law. Mr. Zell terminated his office in May
2004.
SHAI BAZAK has served as an external director since July 2003 and
carries an MA Public Administration. He is a director manager of C.P.M. Israel
Investment Company Ltd., an investment company. From 1998 through 2000 he served
as the Consul General of Israel to Florida and Puerto Rico. From 1996 through
1998 he was spokesperson and media affairs advisor to the Prime Minister of
Israel, Mr. Benjamin Netanyahu. From 1994 through 1996 he was the spokesperson
and media advisor to the Likud party chairman.
GIL HOCHBOIM has served as Chief Financial Officer of the Company
since August 2000. Mr. Hochboim also provides the Company's principle
shareholder, Willifood Investments Ltd., with certain financial services.
Between April 1995 and February 1998, Mr. Hochboim served as Deputy Comptroller
of Dan Hotels Corp. Ltd. between March 1998 and August 2000, he served as deputy
manager of Ha'menia Goods Transport Corp. Ltd. Mr. Hochboim is a certified
public accountant (Israel). He received his BA in Accounting and Business
Management from the College of Management, Tel-Aviv, Israel.
The Company intends to appoint Mr. David Weiss as an External
Director, as a member of the Audit Committee and an "audit committee financial
expert" as defined by the rules and regulations of the U.S. Securities and
Exchange Commission. Mr. Weiss is a Certified Internal Auditor from the
Institute of Internal Auditors (New York) and has served as the General Manager
of Retail Initiation Forum Ltd. Since 2002, and also as an external director and
chairman of the Audit Committee of Kish Air Conditioning Ltd - an Israeli
Company traded on the Tel Aviv Stock Exchange. From 1989 through 2002, he served
as vice president of administration for Club Market Marketing Chains Ltd., a
large Israeli supermarket chain. Between 1981 and 1989 he served as deputy
internal auditor at Solel Bone Ltd., an Israeli construction company, and
between 1970 and 1981 he served in the Israeli port authorities as an internal
auditor. Mr. Weiss has also served in the past as a director of Co-Op Tzafon,
New-Farm Ltd., Hamashbir Mazon Ltd., Hamashbir Latcharcan Ltd. and April Ltd.,
Israeli companies engaged in selling food, cloths and pharmaceuticals to the
end-user. Mr. Weiss received his BA in Accounting from Haifa University, Israel.
Page 27
B. COMPENSATION
COMPENSATION OF DIRECTORS AND OFFICERS
The aggregate direct compensation paid by the Company to its directors
and officers as a group for the fiscal year 2003 was approximately NIS 2.7
million (USD 0.61 million), excluding bonuses in an aggregate amount of
approximately NIS 1.2 million (USD 0.27 million) paid to Messrs. Joseph and Zvi
Williger, but including payments made to non-executive directors as mentioned
below.
Payments to non-executive directors in the aggregate amount of
approximately NIS 56 thousand (USD 13 thousand) were made for the fiscal year
2003. In 2002, payments to non-executive directors in the aggregate amount of
approximately NIS 45.5 thousand (USD 10.4 thousand) were made.
The foregoing does not include amounts expended by the Company for
motor vehicles made available to its officers, expenses (including business
travel, professional and business association dues and expenses) reimbursed to
officers and other benefits commonly reimbursed and paid for by companies in
Israel. The Company provides motor vehicles to key employees and certain
officers, at the Company's expense.
See also Item 7, "Major Shareholders and Related Party Transactions -
Related Party Transactions."
MANAGEMENT SERVICE AGREEMENTS
As of June 1, 1998, the Company entered into certain management
services agreements with certain companies controlled by each of Messrs. Joseph
and Zvi Williger, respectively (collectively, the "Williger Companies"),
pursuant to which Messrs. Joseph and Zvi Williger are to provide management
services on behalf of the Williger Companies to the Company (the "Management
Services Agreements").
The Management Services Agreements were for a period of four years
commencing on June 1, 1998 (the "Management Services Period"), were
automatically renewed on June 1, 2002 for two years and were automatically
renewed for an additional period of two years in June 2004. The Company had the
ability to terminate the Management Services Agreements only upon 6 months
notice prior to the end of the Management Services Period or any extension
thereof, as the case may be. In the event the Company would have terminated any
of the Management Services Agreements prior to the expiration of the Management
Services Period or any extension thereof, for any reason whatsoever, it would
have been obligated to pay all amounts due under the respective Management
Services Agreements through the expiration of the Management Services Period or
any extension thereof, as the case may be.
Page 28
Each of the Management Services Agreements provides for monthly
services fees equal to USD 24,500 (excluding VAT) and an annual bonus at a rate
of 3% of the Company's pre-tax annual profits, if such profits are equal to or
less than NIS 3.0 million (approximately USD 0.68 million), or at a rate of 5%
if such profits exceed such level. In the year ended December 31, 2003, the
Company paid an amount of NIS 3.8 million (approximately USD 0.87 million)
pursuant to the Management Services Agreements. The Management Services
Agreements further provide that benefits in general, including the social
benefits of Messrs. Joseph or Zvi Williger, and income tax payments, national
insurance payments and other payments due by employees in respect of their
employment, are to be paid for at the sole expense of the Williger Companies.
The Williger Companies have undertaken to indemnify the Company with respect to
any claims against the Company with respect to employer/employee relations. In
addition, each of the Management Services Agreements includes confidentiality
and non-competition provisions for the duration of the Management Services
Period.
In August 2000, the Company entered into an employment agreement with
Mr. Gil Hochboim, pursuant to which Mr. Hochboim has agreed to serve as the
Chief Financial Officer of the Company. The agreement provides for a monthly
salary of NIS 22,000 (approximately USD 5,024). In addition to this salary, Mr.
Hochboim also receives the benefits customarily provided by the Company to its
senior employees, including the use of a vehicle.
ALLOCATION OF MANAGEMENT TIME AND INTERESTS
As of April 1, 1997, the Company and Willifood Investments Ltd.
entered into an agreement pertaining to the allocation of corporate
opportunities which may arise from time to time. The agreement provides that
Willifood Investments will make available and provide a right of first refusal
to the Company with regard to any corporate opportunity offered to Willifood
Investments Ltd. which relates to the food business.
On March 31, 2003, the board of directors of the Company authorized
Willifood Investments Ltd. to participate in an import license lottery, provided
that Willifood Investments Ltd. agrees that if it wins an import license it
will: (i) coordinate with the Company the items of merchandise to be imported
using the import license; (ii) in consideration for the transfer of the
merchandise that is imported using the import license, the Company will sell the
merchandise, retaining 20% of the selling price for itself and transferring the
balance, if any, to Willifood Investments Ltd. In 2003, the amount retained by
the Company pursuant to this arrangement was NIS 4.2 thousand (USD 1.0
thousand). The board of directors of the Company determined that this
arrangement is not an extraordinary transaction.
Mr. Joseph Williger serves as the chairman of the Board of Directors
of Willifood Investments Ltd. and Mr. Zvi Williger serves as a director and a
general manager of Willifood Investments Ltd. Messrs. Joseph and Zvi Williger
own, through companies under their control, approximately 20% and 45% of
Willifood Investments Ltd., respectively. Willifood Investments Ltd. is the
controlling shareholder of the Company. See "Item 7: Major Shareholders and
Related Party Transactions."
Page 29
SERVICES TO WILLIFOOD INVESTMENTS LTD.
The Company has been providing certain services to Willifood
Investments Ltd. on an on-going basis since the Company's commencement of
operations, including office space and certain management, financial and
administrative services. On April 1, 1997, the Company entered into a service
agreement with Willifood Investments, which become effective as of May 19, 1997,
the effective date of the Company's initial public offering. Pursuant to this
agreement, Willifood Investments Ltd. is entitled to manage its operations from
the Company's executive offices in Yavne, including use of office facilities.
The Company also agreed to provide Willifood Investments Ltd. with
accounting and secretarial services. In consideration for the use of the
Company's facilities and such other services, Willifood Investments Ltd. agreed
to pay the Company a monthly fee equal to NIS 5,287 (USD 1,207), plus VAT. This
fee is payable quarterly and is linked to the Israeli CPI. The agreement is for
an unlimited term, mutually terminable upon three months prior notice. The
Company believes that the fees for these services and the terms of such
agreement are no less favorable to it than could be obtained from an
unaffiliated third party.
C. BOARD PRACTICES
TERMS OF OFFICE
Directors are elected by the shareholders at the annual general
meeting of the shareholders, except in certain cases where directors (who are
not External Directors) are appointed by the board of directors, and their
appointment is later ratified at the first meeting of the shareholders
thereafter. Except for External Directors (as discussed below), directors serve
until the next annual general meeting.
ALTERNATE DIRECTORS
The Articles of Association of the Company provide that any director
may, by written notice to the Company, appoint another person to serve as an
alternate director. Under the Israeli Companies Law - 1999 ("Companies Law")
which, effective as of February 1, 2000, replaced the Companies Ordinance (New
Version), 1983 (other than certain specific sections thereof), the directors of
the Company can not appoint an incumbent director or an incumbent alternate
director as an alternate director. The term of appointment of an alternate
director may be for a specified period, or until notice is given of the
termination of the specified period or of the appointment. To the Company's
knowledge, no director currently intends to appoint any other person as an
alternate director, except if the director is unable to attend a meeting of the
board.
Page 30
AUDIT COMMITTEE
NASDAQ REQUIREMENTS
The Company's ordinary shares are listed for quotation on the Nasdaq
Small Cap Market and we are subject to the rules of the Nasdaq SmallCap Market
applicable to listed companies. Under the current Nasdaq rules, applicable to
the Company in July 2005, a listed company is required to have an audit
committee consisting of at least three independent directors, all of whom are
financially literate and one of whom has accounting or related financial
management expertise. Rachel Bar-Ilan and Shai Bazak qualify as independent
directors under the current Nasdaq requirements, and are members of the Audit
Committee. L. Marc Zell served as a third independent director until May 2004.
In August 2004, at the general meeting of the shareholders, the shareholders
will be asked to appoint David Weiss as an independent director to the board of
directors and to the Audit Committee. The Company is a "Controlled Company"
within the meaning of the Nasdaq rules since more than 50% of its voting power
is held by Willifood Investments. As a Controlled Company, the Company is exempt
from certain Nasdaq independence requirements such as the requirement that a
majority of the board be independent and the rules relating to independence of
directors approving nominations and executive compensation.
The Audit Committee of the board of directors assists the board in
fulfilling its responsibility for oversight of the quality and integrity of our
accounting, auditing and financial reporting practices and financial statements
and the independence qualifications and performance of our independent auditors.
The Audit Committee also has the authority and responsibility to oversee our
independent auditors, to recommend for shareholder approval the appointment and,
where appropriate, replacement of our independent auditors and to pre-approve
audit engagement fees and all permitted non-audit services and fees.
EXTERNAL DIRECTORS UNDER ISRAELI LAWS
Under the Companies Law, Israeli companies whose securities are
publicly traded are required to appoint at least two External Directors (the
"External Directors") elected at a general meeting of a company's shareholders
by a prescribed majority intended to allow non-affiliates to influence such
election. The election of an External Director requires either a simple majority
of a company's shareholders attending and voting at the General Meeting, which
majority includes at least one-third of the Non-Controlling Shareholders present
and voting or that the votes against any External Director are less than 1% of
the total voting rights in the Company. A "Controlling Shareholder" is defined
in the Companies Law as a shareholder with the ability to control the actions of
the company, whether by majority ownership or otherwise, and for the purpose of
transactions with related parties, it may include a shareholder who holds at
least 25% of the voting rights in the Company, provided that there is no other
person who holds shares that have 50% or more of the voting rights in the
Company.
Under the Companies Regulations (Relief for Public Companies whose
Shares are Registered for Trade Outside of Israel) 5760 - 2000 (the "Relief
Regulations"), the board of directors of a public company whose shares are
registered for trade outside of Israel (hereinafter a "Foreign Traded Company")
may resolve that a director who has been appointed before the effectiveness of
the Companies Law and who complies with certain standards of independence shall
act as External Director of the company.
Page 31
The Companies Law details certain standards for the independence of
External Directors. They must be unaffiliated with the company on whose board
they serve and such company's principals. According to the Companies Law, the
External Directors must be residents of Israel; however according to the Relief
Regulations, such requirement does not apply to a Foreign Traded company. If all
members of the board of directors of a company are of the same sex, such company
must appoint at least one External Director of the opposite sex. The External
Directors are entitled to obtain all information relating to such company's
management and assets and to receive assistance, in special cases, from outside
experts at the expense of the company. The law imposes an obligation on these
directors to act to convene a meeting of a company's board of directors upon
becoming aware of matters that suggest infringements of law, neglect of good
business practice or conduct by an Office Holder which may result in a breach of
duty of such Office Holder. An "Office Holder" is defined in the Companies Law
as a director, managing director, chief business manager, executive vice
president, vice president, other manager directly subordinate to the managing
director and any other person assuming the responsibilities of any of the
foregoing positions without regard to such person's title.
An External Director shall be appointed for a period of three
consecutive years and may be re-appointed for one additional three-year period
only. Under the Companies Law, any committee of the board of directors to which
the board of directors has delegated its powers in whole or in part, must
include at least one External Director, and the audit committee must include all
the External Directors.
On May 5, 2001 the Company's Board of Directors resolved, in
accordance with the Relief Regulations, that Messrs. Doron Rubin and L. Mark
Zell shall act as External Directors of the Company from that date for a
three-year period. As of August 2002 Mr. Doron Rubin no longer served as a
director of the Company. The Company appointed Mr. Shai Bazak as an External
Director in July 2003. In May 2004, Mr. L. Marc Zell terminated his office. The
Company intends to appoint Mr. David Weiss as an External Director, as a member
of the Audit Committee and an "audit committee financial expert" in August 2004.
Under the Companies Law, Israeli companies whose securities are
publicly traded are also required to appoint an internal auditor, in accordance
with the proposal of the audit committee. The role of the internal controller is
to examine, INTER ALIA, whether the Company's actions comply with the law,
integrity and orderly business procedures. In November 1997, the Board of
Directors of the Company, in accordance with the proposal of the Company's audit
committee, appointed Mr. Joshua Freund as internal auditor of the Company.
APPROVAL OF CERTAIN TRANSACTIONS UNDER THE COMPANIES LAW
In accordance with the Companies Law and the Company's Articles of
Association, the Company has agreed to indemnify and insure its directors and
senior officers against certain liabilities which they may incur in connection
with the performance of their duties. Under the terms of such indemnification
provisions, the company may, to the extent permitted by law, indemnify an Office
Holder for legal expenses incurred by him in connection with such
indemnification.
Page 32
The Companies Law requires disclosure by an Office Holder or by the
Controlling Shareholders of the Company to the Company in the event that an
Office Holder has a direct or indirect personal interest in transactions to
which the company intends to be a party.
The Companies Law requires that certain transactions, actions and
arrangements be approved, in certain cases, by the audit committee of a
company's board of directors, whose members meet certain criteria of
independence as defined in the Companies Law and by the board of directors
itself. In certain circumstances, approval of the General Meeting of the
Company's Shareholders is also required. All of the External Directors must
serve on the audit committee. The vote required by the audit committee and the
board of directors for approval of such matters, in each case, is a majority of
the disinterested directors participating in a duly convened meeting.
Approval by the audit committee and/or the board is required for such
matters as: (i) certain transactions to which the company intends to be a party
and in which an Office Holder, a controlling shareholder and/or certain other
parties (including affiliates of the aforementioned) have a direct or indirect
personal interest, (ii) actions or arrangements which could otherwise be deemed
to constitute a breach by an Office Holder of his or her fiduciary duty to the
company, (iii) arrangements with directors as to the term of their service, (iv)
indemnification and/or insurance of Office Holders and/or holding such Office
Holders harmless, and (v) certain transactions defined in the Companies Law as
extraordinary transactions (a transaction which is not in the ordinary course of
business or is not at market conditions, or a transaction which is likely to
have a material impact on the profitability, property or obligations of the
company).
Arrangements with directors regarding their service (including their
indemnification and/or insurance), extraordinary transactions between a public
company and controlling shareholders, a private placement to a principal
shareholder (a holder of 5% or more of a company's issued share capital or
voting rights) or due to which a shareholder will become a principal shareholder
and, in certain circumstances, the matters enumerated above, may also require
the Audit Committee and/or the Board shareholder approval.
Directors with respect to whom the foregoing matters are brought for
Board or Audit Committee approval are not entitled to be present during
discussions of, nor to participate in the vote for approval of, such matters at
Board and/or Audit Committee meetings, unless a majority of Audit Committee or
Board members, as the case may be, have a personal interest in such matter or
the matter involves non-extraordinary transactions between the company and
either a Director or a third party in which a Director has a personal interest.
The Companies Law further provides that in the event that a majority of board
members have a personal interest in such a matter, it also requires shareholder
approval.
Page 33
D. EMPLOYEES
For information regarding the Company's employees see "Item
4--Employees."
E. SHARE OWNERSHIP
For information regarding the share ownership of directors and officers
of the Company see "Item 7."
OPTIONS
As of May 31, 2004, there are no outstanding options to purchase
ordinary shares.
EMPLOYEE SHARE OPTION PLAN
In May 1997, the Board of Directors of the Company adopted an employee
share option plan ("the 1996 Plan"), pursuant to which the Company granted
options to purchase 180,000 ordinary shares to employees, officers, directors
and consultants of the Company and the subsidiary (including 160,000 options to
related parties).
Of the above, options to purchase 130,000 ordinary shares were granted
to Mr. Joseph Williger and Mr. Zvi Williger at an exercise price equal to the
nominal value per share NIS 0.10. The options were exercisable as to 20% every
six-month anniversary from the date of grant, on a cumulative basis, during a
period of five years. These options were exercised in January 2000.
Options to purchase 35,000 ordinary shares were held by the Company's
officers and directors (as a group) and options to purchase 15,000 ordinary
shares were held by other employees. The options, granted as of the effective
date of the Company's initial public offering under the Company's 1996 Share
Option Plan, are generally exercisable during a five-year period commencing on
the 24th anniversary from the date of grant, at an exercise price equal to the
initial public offering price per share - USD 4.10 per share, which is equal to
the fair market value of the shares on the date of the grant. On April 2003, Zvi
Williger and Joseph Williger exercised 15,000 options each at an exercise price
of USD 4.1 per share. The 1996 Plan was terminated on May 2004, and the
remaining 20,000 options expired.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table sets forth, as of May 31, 2004, the number of
ordinary shares beneficially owned by (i) each shareholder known to the Company
to own more than 10% of the ordinary shares and (ii) all directors and officers
as a group:
Page 34
NUMBER OF
ORDINARY SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
Willifood Investments Ltd. (1) 3,368,210 (3) 78.19%
Joseph Williger (1) 3,391,581 (2)(3)(4) 78.74%
Zvi Williger (1) 3,383,210 (2)(3)(4) 78.54%
All directors and officers as a group (4 persons) 3,406,581 (2)(3)(4) 79.08%
BMI Capital Corporation (5) 460,275 (5) 10.69%
(1) Willifood Investments Ltd.'s securities are traded on the Tel Aviv
Stock Exchange. The principal executive offices of Willifood
Investments Ltd. are situated at 3 Nahal Snir St., Northern Industrial
Zone, Yavne, 81224 Israel. The business address of each of Messrs.
Joseph and Zvi Williger is c/o the Company, 3 Nahal Snir St., Northern
Industrial Zone, Yavne, 81224 Israel.
(2) Includes 3,368,210 ordinary shares owned by Willifood Investments Ltd.
Messrs. Zvi and Joseph Williger serve as directors and executive
officers of the Company. Under Israeli law, Mr. Zvi Williger is deemed
to be the controlling shareholder of Willifood Investments Ltd. and
has the ability to control the Company's management and policies,
including matters requiring shareholders approval such as election of
directors. Under Israeli law, Mr. Joseph Williger, who owns
approximately 20% of the ordinary shares of the Company, is not deemed
to be a group with Mr. Zvi Williger or a controlling shareholder of
the Company.
(3) In connection with Willifood Investments Ltd.'s second public offering
on the Tel Aviv Stock Exchange in October 1997, 1,700,000 of the
ordinary shares of the Company held by Willifood Investments Ltd. have
been pledged in favor of The Trust Company of the Invested Bank
(Israel) as collateral to secure Willifood Investments Ltd.'s
obligations and indebtedness to holders of its approximately 10.4
million debentures, which are publicly traded on the Tel Aviv Stock
Exchange. These debentures had an aggregate principal amount of NIS
12.2 million (approximately USD 2.8 million) at December 31, 2003.
(4) Includes 30,000 ordinary shares issued upon the exercise of options on
April 2004, granted to each of Messrs. Joseph (15,000) and Zvi
(15,000) Williger.
(5) On January 21, 2004, BMI Capital Corporation of 570 Lexington Ave. NY,
USA, 10022 announced by filling Form 13G holding 460,275 Shares of the
company.
All of the shareholders of the Company have the same number of votes
for each ordinary share held. Of the ordinary shares outstanding, the Company
believes that approximately 10.23% (440,644 ordinary shares) are held in the
United States of America by approximately 17 holders of record as of June 2,
2004.
Page 35
B. RELATED PARTY TRANSACTIONS
In April 1997, the Company entered into employment agreements with
each of Mr. Zvi Williger and Mr. Joseph Williger (related parties), pursuant to
which Mr. Zvi Williger agrees to serve as Chairman of the Board of Directors and
Chief Operating Officer of the Company and Mr. Joseph Williger agrees to serve
as a director and Chief Executive Officer of the Company. Pursuant to the
agreements, each of the above-mentioned related parties shall devote the
substantial portion of his time to his work in the Company.
The employment agreements were for a period of four years commencing
April 1997, and are automatically renewed in April 2001 for an additional two
years and are automatically renewable for additional terms of two years each
unless either party notifies the other, six months prior to the expiration of
the employment period, of his intention not to renew the agreement. If the
Company terminates the agreements prior to the expiration of the employment
period, it was required to pay to each of the above-mentioned related parties
all amounts due to it under the agreements through the end of the employment
period.
The employment agreements provide for each of the above-mentioned
related parties monthly remuneration, in NIS, equal to USD 17,500 and an annual
bonus for the 1997 fiscal year and thereafter of 3% of the Company's pre-tax
annual profits (if such profits are equal to or less then NIS 3 million,
approximately USD 0.6 million), or 5% (if such profits exceed this level). The
agreements also provide for managers' insurance, paid annual vacation, paid
annual sick leave, social security, study fund, the use of a motor vehicle and
reimbursement of expenses. In addition, the agreements include confidentiality
undertakings and non-competition provisions.
In June 1998 the Company entered into management service agreements
with the above-mentioned related parties through companies they own ("management
companies"). These agreements replaced the agreements entered into in April
1997. The agreements are for a period of four years commencing June 1998, were
renewed in June 2002 for two years and were automatically renewed in June 2004
for an additional period of two years. The management fees are USD 24,500 a
month to each of the management companies. In addition, according to the
agreements, each of the management companies is entitled to an annual bonus as
provided in the employment agreements for the year 1998 and thereafter, as
described above.
On April 1, 1997, the Company entered into an agreement with Willifood
Investments Ltd., its parent company controlled by Mr. Zvi Williger, pursuant to
which the Company may lease office facilities and provide administrative
services to its parent Company for a monthly charge of NIS 5,287 (USD 1,207)
from June 1997 linked to the Israeli CPI of June 1997. See Item 6 "Directors,
Senior Management and Employees - Compensation of Directors and Officers" and
"Management Services Agreements."
Page 36
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
The financial statements required by this item are found at the end of
this report, beginning on page F-1.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its ordinary
shares, and does not currently anticipate paying cash dividends in the
foreseeable future. The Company intends to retain future earnings, if any, to
finance its operations and expansion strategy. However, if such be declared,
nonresidents of Israel who have purchased ordinary shares of the Company will be
able to receive dividends and any amounts payable upon the dissolution,
liquidation or winding up of the affairs of the Company, as well as the proceeds
of any sale in Israel of the ordinary shares to an Israeli resident, freely
repatriable in certain non-Israeli currencies (including dollars) at the rate of
exchange prevailing at the time of conversion, pursuant to a general permit
issued by the Controller of Foreign Currency at the Bank of Israel under the
Currency Control Law, 1978, as amended in May 1998, provided that Israeli income
tax had been paid on such amounts by the Company.
Neither the Memorandum of Association or Articles of Association of
the Company nor the laws of the State of Israel restrict in any way the
ownership or voting of ordinary shares by non-residents of Israel, except with
respect to citizens of countries which are in a state of war with Israel.
GUARANTEES AND PLEDGES
The Company guarantees, without limitation as to amount and for an
unlimited period of time, 50% of the obligations of its wholly-owned subsidiary,
Willi Frozen, both to Bank Leumi Le'Israel Ltd. and to the United Mizrahi Bank
Ltd. As of December 31, 2003, Willi Frozen (previously Fanny Food Importing and
Distribution (1996) Limited) had no obligations to such banks.
The Company also guarantees, without limitation as to amount and for
an unlimited period of time, the obligations of its wholly-owned subsidiary,
W.F.D., to the United Mizrahi Bank Ltd. As of December 31, 2003, W.F.D. had no
obligations to United Mizrahi Bank Ltd.
The Company also guarantees, without limitation as to amount and for
an unlimited period of time, the obligations of its wholly-owned subsidiary,
Gold Frost, both to bank Leumi Le'Israel Ltd. And to the United Mizrahi Bank
Ltd. As of December 31, 2003, Gold Frost had no obligations to such banks.
Page 37
Pursuant to a debenture issued to each of Bank Le'umi Le'Israel, Bank
Mizrahi Ltd. and Bank Hapoalim Ltd., the Company has pledged all of its assets
(including its outstanding share capital and good will of the Company) in favor
of such banks to secure its obligations or those obligations incurred by the
Company jointly with third parties, including obligations with respect to
letters of credit with the Company's suppliers. Bank Le'umi Le'Israel, Bank
Mizrahi Ltd. and Bank Hapoalim Ltd. have agreed among them that the pledges
subject to such debentures shall rank PARI PASSU.
The Company's executive offices are leased from affiliated parties on
terms no less favorable to it than could be obtained from an unaffiliated third
party. See Item 4: "Information on the Company."
B. SIGNIFICANT CHANGES
We are not aware of any significant changes bearing upon our financial
condition since the date of the audited consolidated financial statements
included in this annual report.
LEGAL PROCEEDINGS
A supplier has filed claims against the Company for NIS 98 thousand
(approximately USD 22 thousand). The Company has submitted a defense and counter
claims totaling NIS 35 thousand (approximately USD 8 thousand). In the opinion
of the Company and its legal advisors, it is not possible at this point to
estimate the outcome of the claims and the counter claims. Accordingly, no
provision was made therefor in the financial statements.
In January 2004 a suit against the Company and many of the major food
companies in Israel (29 defendants in total) for NIS 1,000,000,000 (USD
228,362,000) was filed in district court with a plea for exemption of court
fees. The Company has been advised by counsel that such an exemption is not
likely to be granted. According to Israeli law, no claim can be heard until such
time as the relevant court fees have been duly paid or until the court has
exempted the claimant from the requirement to pay such fees.
There are several other suits against the Company, however their sums
are immaterial even if the plaintiffs win the suits.
Other than as stated above, there are no pending or, to the Company's
knowledge, threatened legal proceedings, the outcome of which, in the Company's
view, would have a material adverse affect on the Company's consolidated
financial position.
For information concerning taxes to which stockholders in the United
States may be subject, see "Item 10 Additional Information- Taxes."
Page 38
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
The Company's ordinary shares have been traded in the Nasdaq Stock
Market (small Cap) under the symbol WILCF since May 19, 1997. The warrants that
were issued as part of the Company's' initial public offering in May 1997
expired in May 2000.
The following table sets forth for the periods indicated the closing
representative high and low bid quotations of the Company's ordinary shares as
reported by Nasdaq. The bid quotations are expressed in United States dollars
and are not adjusted for retail mark-up, mark-down or commissions and do not
necessarily represent actual transactions.
CALENDAR PERIOD ORDINARY SHARES
--------------- -----------------
HIGH LOW
------- -------
2004
First Quarter 3-63/64 3-15/32
Second Quarter* 5-6/32 3-26/32
2003
First Quarter 1-29/32 1-3/8
Second Quarter 2-1/2 1-1/4
Third Quarter 2-21/32 2-13/64
Fourth Quarter 3-37/64 2-5/32
2002
First Quarter 4 2-1/2
Second Quarter 3-21/32 3-1/16
Third Quarter 3-13/32 2-1/2
Fourth Quarter 2-1/2 1-7/8
2001
First Quarter 4-1/16 2-13/16
Second Quarter 4-11/16 2-1/16
Third Quarter 2-7/16 1-7/8
Fourth Quarter 3-1/16 1-13/16
* Until June 21, 2004
Page 39
The high and low bid quotations for the Company's' ordinary shares
were 4-21/32 and 3-26/32 in May 2004, 5-6/32 and 3-26/32 in April 2004, 3-63/64
and 3-11/16 in March 2004, 3-27/32 and 3-1/2 in February 2004, 3-15/16 and
3-15/32 in January 2004 and 3-37/64 and 2-6/16 in December 2003. The high and
low bid quotations for the Company's' ordinary shares were 5 1/2 and 4 -1/8 in
1998, 5-9/16 and 1-11/32 in 1999, 17/8 and 1 in 2000, 57/8 and 17/16 in 2001, 4
and 1-7/8 in 2002 and 3-37/64 and 1-1/4 in 2003.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
In May 1997, our ordinary shares began trading on the Nasdaq SmallCap
Market under the symbol WILCF.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES ON THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
For information with respect to the Memorandum and Articles of
Association see Item 6.
C. MATERIAL CONTRACTS
For information with respect to the Company's Material Contracts see
Item 4 and Item 7.
D. EXCHANGE CONTROLS
There are currently no Israeli currency control restrictions on
payments of dividends or other distributions with respect to our ordinary shares
or the proceeds from the sale of our ordinary shares, except for the obligation
of Israeli residents to file reports with the Bank of Israel regarding certain
transactions. However, legislation remains in effect pursuant to which currency
controls can be imposed by administrative action at any time and from time to
time.
Page 40
E. TAXATION
The following is a summary of the material current tax laws of the
State of Israel as they relate to the Company and its shareholders. The Israeli
government decided lately to implement the recommendations, which concern
certain tax reforms: a tax of 10-15% on gains from securities, savings, deposits
and other investments (beginning January 2003); a personal tax system which will
replace the territorial tax concept; a gradual reduction in the income tax rates
(in 2008 a maximum 49% including payments to social security); a 25% tax on
gains from mutual funds; a 25-50% on allocation of options to employees.
Such reforms may effect changes with respect to individual and/or
company tax rates and capital taxation. To the extent that the following
discussion describes legislation that remains subject to judicial or
administrative interpretation, there can be no assurance that the views
expressed herein will be consistent with any such interpretation in the future.
This discussion is not intended and should not be construed as legal or
professional tax advice, and does not cover all possible tax considerations.
GENERAL CORPORATE TAX STRUCTURE
In general, Israeli companies are subject to company tax at a rate of
36% of taxable income. Commencing in the tax year 1993, the regular rate of
company tax to which Israeli companies were subject decreased by 1% each year
until 1996 (I.E., from 39% in 1993 down to 36% in January 1, 1996).
TAXATION UNDER INFLATIONARY CONDITIONS
Taxation under the Income Tax Law (Adjustment for Inflation), 1985
(the "Adjustment for Inflation Law") was designed to neutralize the erosion of
capital investments in businesses and to prevent tax benefits resulting from the
deduction of inflationary financial expenses. The law applies a supplementary
set of inflationary adjustments to the normal taxable profit computed according
to regular historic cost principles.
The Adjustment for Inflation Law introduced a special tax adjustment
for the preservation of equity based on changes in the Israeli CPI whereby
certain corporate assets are classified broadly into fixed (inflation resistant)
assets and non-fixed assets. Where shareholders' equity, as defined in the
Adjustment for Inflation Law, exceeds the depreciated cost of fixed assets, a
tax deduction, which takes into account the effect of inflationary change on
such excess, is allowed (up to a ceiling of 70% of taxable income for companies
in any single tax year, with the unused portion permitted to be carried forward
on a linked basis with no ceiling). If the depreciated cost of fixed assets
exceeds shareholders equity, then such excess multiplied by the annual inflation
charge is added to taxable income.
Page 41
Furthermore, subject to certain limitations, depreciations on fixed
assets and losses carried forward are adjusted for inflation based on changes in
the Israeli CPI (from the beginning of the 1982 fiscal year, and as of the 1985
fiscal year, with respect to equipment).
CAPITAL GAINS TAX AND TAXATION OF NON-RESIDENTS
Israeli law imposes a capital gains tax on the sale of capital assets,
including securities held by the Company and shares of the Company sold by
holders thereof. The law distinguishes between the `Real Gain' and the
`Inflationary Surplus,' computed on the basis of the increase in the Israeli CPI
between the date of purchase and the date of sale.
Inflationary Surplus accumulated until December 31, 1993 is taxed at a
rate of 10% for residents of Israel (reduced to no tax for non-residents if
calculated according to the exchange rate of the dollar instead of the Israeli
CPI), while the Real Gain is added to ordinary income which is taxed at the
applicable ordinary rates for individuals and 36% for corporations, while
Inflationary Surplus accumulated from and after December 31, 1993 is exempt from
any capital gains tax.
Under the provisions of the Convention between the Government of the
State of Israel and the Government of the United States of America with Respect
to Taxes on Income (the "US-Israel Tax Treaty") which became effective as of
January 1, 1995, capital gains realized by a US shareholder with respect to a
disposition of ordinary shares will be exempt from Israeli capital gains tax,
provided such shareholder holds less than 10% of the voting stock of the Company
at any time during the 12-month period preceding such disposition. Israeli
capital gains tax may also be applicable to purchasers of ordinary shares who
are not residents of Israel or the United States, subject to the provisions of
any applicable tax treaties.
Non-residents of Israel are subject to income tax on income derived
from sources in Israel. On the distribution of dividends other than bonus shares
(stock dividends), income tax is withheld at source at the rate of 25%, unless a
different rate is provided in a treaty between Israel and the shareholder's
country of residence. Under the US-Israel Tax Treaty, the maximum tax on
dividends paid to a holder of ordinary shares who is a resident of the United
States, will be 25%.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENTS BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, applicable to foreign private issuers and
fulfill the obligation with respect to such requirements by filing reports with
the Securities and Exchange Commission. You may read and copy any document we
file with the Securities and Exchange Commission without charge at the
Securities and Exchange Commission's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of such material may be obtained by mail
from the Public Reference Branch of the Securities and Exchange Commission at
such address, at prescribed rates. Please call the Securities and Exchange
Commission at l-800-SEC-0330 for further information on the public reference
room.
Page 42
As a foreign private issuer, we are exempt from the rules under the
Exchange Act prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and
"short-swing" profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we are not required under the Exchange Act to file periodic
reports and financial statements with the Securities and Exchange Commission as
frequently or as promptly as United States companies whose securities are
registered under the Exchange Act.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK; CERTAIN
RISK FACTORS
LEGAL RISK
The Company may not currently comply with Nasdaq SmallCap Market
regulations and listing requirements as to minimum net income, minimum number of
shareholders and public float. Nasdaq may, therefore, initiate procedures to
delist the Company's ordinary shares from the Nasdaq SmallCap Market. In this
event, trading of the Company's shares may be conducted "over-the-counter" or in
the so-called "Pink Sheet" or, if available, in the "OTC Bulletin Board Service"
or in another market. Any such delisting may severely complicate trading of the
Company's shares by shareholders, or prevent them from reselling their shares
at/or above the price they paid. Furthermore, the Company's relatively low
trading volumes may make it difficult for shareholders to trade shares or
initiate any other transactions.
In July 2003, the Company received a letter from the Nasdaq Stock
Market informing the Company that its ordinary shares are subject to delisting
from the Nasdaq SmallCap Market due to failure to meet a continued listing
requirement that the Company have 500,000 publicly held shares. In August 2003,
the Company was informed by the Nasdaq listing qualifications staff that Nasdaq
determined that the Company is in substantial compliance with the continued
listing requirements and will take no further action. However, the Company
continues to be monitored by Nasdaq and there can be no assurances that the
Company will continue to maintain compliance with the continued listing
requirements of the Nasdaq SmallCap Market.
Page 43
CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of accounts receivable. A
significant part of the Company's sales are made to a limited number of
customers. The Company generally does not require collateral from those
customers. The Company maintains an allowance for doubtful accounts, based upon
factors surrounding the credit risk of specific customers, historical trends and
other information which management believes adequately covers all anticipated
losses in respect of trade receivables. There can be no assurance that this
allowance will be adequate.
AVAILABLE SOURCES OF SUPPLY OF PRODUCTS
The Company is not dependent on any supplier in respect of a majority
of the products imported by it. In respect of certain products, however, the
Company is dependent exclusively on one source of supply. Termination of the
Company's business relationships with such suppliers and/or a material adverse
change in the terms at which the Company purchases such products from such
suppliers may have a material adverse effect on the Company's financial results.
There can be no assurance that alternative sources for such products, if
required, will be readily available nor can there be any assurance as to the
terms of purchase of such products from such alternative sources.
MONETARY RISK
The Company holds a portfolio of marketable securities traded
primarily on the Tel Aviv Stock Exchange and certain bonds traded abroad. This
portfolio of marketable securities is subject to various market risks resulting
from fluctuations in interest rates and foreign currency, exchange rates, price
fluctuations and other market risks. The Company deals with these risks in
accordance with policies established to ensure liquidity. The Company does not
utilize derivative securities for trading purposes, enter into swap arrangements
or otherwise hedge its currency in a manner that could expose the Company to
significant market risk.
The Company is exposed to fluctuations in the rate of the United
States dollar towards the NIS. Most of its income is in NIS, whereas a large
portion of its expenses are in United States dollar. A significant depreciation
in the dollar value of NIS could have a material adverse effect on the Company's
results of operations and financial condition.
INVENTORY STORAGE POLICY
The Company is dependant to some extent on critical products. Due to
the conditions in Israel it accumulates inventories of these products based on
its prediction of the consumption of these products. If actual consumption does
not meet the prediction, the Company's' financial condition and results of
operations could be materially and adversely affected. On the other hand, to the
extent the Company does not have adequate inventory of these critical products,
the Company's revenues may be adversely affected.
KEY PERSONNEL
The Company depends on a small number of technical staff, managers and
directors. The loss of one or more of them could have a material adverse effect
on the Company's business and operations.
Page 44
INITIATION AND ENFORCEMENT OF LEGAL ACTION IN ISRAEL
The Company is organized under the laws of the State of Israel. Many
of its executive officers and directors and some of the experts named in this
annual report are nonresidents of the United States, and a substantial portion
of the Company's assets and the assets of these persons are located outside the
United States. Therefore, it may be difficult to enforce a judgment obtained in
the United States against the Company or any of those persons. It may also be
difficult to enforce civil liabilities under United States federal securities
laws in actions initiated in Israel.
POLITICAL, ECONOMIC AND MILITARY CONDITIONS IN ISRAEL AND THE MIDDLE EAST
Political, economic and military conditions in Israel have a direct
influence on the Company because its operations are located there. Any major
hostilities involving Israel or the interruption or curtailment of trade between
Israel and its present trading partners could materially and adversely affect
its operations. The Company cannot assure you that ongoing or revived
hostilities related to Israel will not have a material adverse effect on its
business and on its share price. Several Arab countries still restrict business
with Israeli companies and these restrictions may have an adverse impact on the
Company's operating results, financial condition or the expansion of its
business. The Company could be adversely affected by restrictive laws or
policies directed towards Israel and Israeli businesses. Despite the progress
towards peace between Israel and its Arab neighbors prior to 2000 the future of
these peace efforts is uncertain. Since October 2000, there has been a
significant deterioration in Israel's relationship with the Palestinian
Authority, and a series of armed clashes between Israel and the armed forces of
the Palestinian Authority. Also, the recent war in Iraq led by coalition forces
and the short and long term consequences of such war may negatively impact the
Company's business. As a result of the political and military situation,
Israel's economy has suffered considerably, unemployment is high, and the
situation may continue for the foreseeable future.
Generally, all male adult citizens and permanent residents of Israel
under the age of 54 are, unless exempt, obligated to perform up to 36 days of
military reserve duty annually. Additionally, all Israeli residents of this age
are subject to being called to active duty at any time under emergency
circumstances. Many of the Company's officers and employees are currently
obligated to perform annual reserve duty. Although the Company has operated
effectively under these requirements since it began operations, management
cannot assess the full impact of these requirements on its workforce or business
if political and military conditions should change, and management cannot
predict the effect on it of any expansion or reduction of these obligations.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
Page 45
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
Our President, and Chief Financial Officer, or CFO, are responsible
for establishing and maintaining our disclosure controls and procedures. These
controls and procedures were designed to ensure that information required to be
disclosed in the reports that we file under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC. We evaluated these
disclosure controls and procedures under the supervision of our President and
CFO as of December 31, 2003. Based on this evaluation, our President and CFO
concluded that our disclosure controls and procedures are effective in timely
alerting them to information required to be disclosed in our periodic reports to
the SEC.
(b) Internal Control Over Financial Reporting.
There were no changes in the Company's internal control over financial
reporting that occurred during the year ended December 31, 2003 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. -- AUDIT COMMITTEE FINANCIAL EXPERT
The Company's board of directors had determined that David Weiss is an
"audit committee financial expert" as defined in Item 16A of Form 20-F and the
board intends to appoint Mr. Weiss to the Audit Committee and the board of
directors, after the approval of the shareholders at the general meeting of the
shareholders in August 2004.
ITEM 16B. -- CODE OF ETHICS
On June 23, 2004 the Company's board of directors adopted a Code of
Ethics for the Company that applies to all directors, officers and other
employees of the Company. The Code of Ethics is filed as an exhibit to this
annual report.
Page 46
ITEM 16C. -- PRINCIPAL ACCOUNTANT FEES AND SERVICES
Brightman Almagor & Co., independent certified public accountants and
a Member Firm of Deloitte Touche Tohmatsu, have served as our independent public
accountants for the year ended December 31, 2003, for which audited financial
statements appear in this annual report on Form 20-F.
Brightman Almagor billed NIS 150,000 (USD 34,000) in audit fees in
2003 and NIS 152,000 (USD 34,700) in audit fees in 2002. There were no
audit-related fees, tax fees or other fees billed to the Company in those years.
ITEM 16D. -- EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. -- PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED
PURCHASERS
Not applicable.
Page 47
PART III
ITEM 17. FINANCIAL STATEMENTS
The financial statements required by this item are found at the end of
this annual report, beginning on page F-1.
ITEM 18. FINANCIAL STATEMENTS
We have responded to Item 17 in lieu of this item.
Page 48
ITEM 19. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
+1.1 Memorandum of Association of the Company, as amended (1)
1.2 Articles of Association of the Company, as amended (1)
2.1 Specimen of Certificate for ordinary shares (2)
4.1 Form of Employment Agreement with Mr. Zvi Williger (2)
4.2 Form of Employment Agreement with Mr. Joseph Williger (2)
4.3 Share Option Plan (2)
4.4 Management Agreement between Registrant and Yossi Willi
Management Investments Ltd., dated June 1, 1998 (3)
4.5 Management Agreement between the Company and Zvi Israel and
Partners Ltd., dated June 1, 1998 (3)
4.6 Lease of Company's premises with Titanic Food Ltd., dated
November 23, 1998 (3)
4.7 Services Agreement between the Company and Willifood
Investments Ltd., dated April 1, 1997 (3)
8 Subsidiaries of the Company (2)
11 Code of Ethics*
12.1 Certification of CEO of the Company pursuant to Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
12.2 Certification of CFO of the Company pursuant to Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
13.1 Certification of CEO of the Company pursuant to Rule 13a-14(b),
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
13.2 Certification of CFO of the Company pursuant to Rule 13a-14(b),
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
----------
+ English translations from Hebrew original.
(1) Incorporated by Reference to the Registrant's Annual Report on Form 20-F
for the Fiscal year ended December 31, 1997.
(2) Incorporated by reference to the Company's Registration Statement on Form
F-1, File No. 333-6314.
(3) Incorporated by reference to the Company's Annual Report on Form 20-F for
the fiscal year ended December 31, 2001.
* Filed herewith.
Page 49
G. WILLI-FOOD INTERNATIONAL LTD.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
G. WILLI-FOOD INTERNATIONAL LTD.
CONTENTS
PAGE
----
INDEPENDENT AUDITORS' REPORT F- 2
CONSOLIDATED FINANCIAL STATEMENTS:
Balance sheets F - 3
Statements of operations F- 4
Statements of shareholders' equity F- 5
Statements of cash flows F - 6 - F - 7
Notes to the financial statements F - 8 - F - 20
F-1
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF
G. WILLI-FOODS INTERNATIONAL LTD,
We have audited the accompanying consolidated balance sheets of G. Willi-Food
International Ltd. ("the Company") and its subsidiaries at December 31, 2003 and
2002 and the related consolidated statements of operations, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company and its subsidiaries at December 31, 2003 and 2002 and their
consolidated results of operations and their consolidated cash flows for each of
the three years in the period ended December 31, 2003, in conformity with
Israeli generally accepted accounting principles. Such accounting principles, as
applicable to these financial statements, are, in all material respects,
substantially identical to U.S. generally accepted accounting principles, except
as indicated in Note 13.
/S/ Brightman Almagor & Co.
Brightman Almagor & Co.
Certified Public Accountants
A member firm of Deloitte Touche Tomhatsu
Tel-Aviv, Israel
MARCH 31, 2004
F-2
G. WILLI-FOOD INTERNATIONAL LTD.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------------------------
NOTE 2 0 0 3 2 0 0 2 2 0 0 3 (*)
---- ------- ------- -----------
NIS US DOLLARS
----------------- -----------
(IN THOUSANDS)
-------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 12,463 27,155 2,846
Marketable securities 42,298 21,144 9,659
Trade accounts receivable 29,674 24,112 6,777
Receivables and other current assets 3 2,902 3,166 663
Inventories 18,823 16,305 4,298
------- ------ ------
Total current assets 106,160 91,882 24,243
------- ------ ------
FIXED ASSETS 4
Cost 8,038 6,887 1,836
Less: accumulated depreciation and amortization 4,640 4,087 1,060
------- ------ ------
3,398 2,800 776
------- ------ ------
OTHER ASSETS, NET 5 61 59 14
------- ------ ------
109,619 94,741 25,033
======= ====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term bank borrowings 45 1,052 10
Trade accounts payable 16,110 11,151 3,679
Due to related parties 1,348 1,189 308
Payables and other current liabilities 6 4,796 2,758 1,095
------- ------ ------
Total current liabilities 22,299 16,150 5,092
------- ------ ------
LONG-TERM LIABILITIES
Accrued severance pay, net 7 170 163 39
Other long-term liabilities - 54 -
------- ------ ------
Total long-term liabilities 170 217 39
------- ------ ------
COMMITMENTS AND CONTINGENT LIABILITIES 8
SHAREHOLDERS' EQUITY 9
Share capital:
Ordinary shares NIS 0.10 par value
(authorized - 10,000,000 shares, issued
and outstanding - 4,277,500 shares at
December 31, 2003 and 2002) 514 514 117
Additional paid-in capital 19,704 19,704 4,500
Retained earnings 66,932 58,156 15,285
------- ------ ------
87,150 78,374 19,902
------- ------ ------
109,619 94,741 25,033
======= ====== ======
(*) Convenience translation into U.S. dollars.
The accompanying notes are an integral part of the financial statements.
F-3
G. WILLI-FOOD INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
---------------------------------------------------
NOTE 2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
---- ---------- ---------- ---------- -----------
NIS US DOLLARS
------------------------------------- -----------
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
---------------------------------------------------
Sales 12 137,385 128,870 133,021 31,374
Cost of sales 12 110,160 101,126 102,955 25,157
---------- ---------- ---------- -----------
GROSS PROFIT 27,225 27,744 30,066 6,217
---------- ---------- ---------- -----------
Operating expenses:
Sales and marketing 11,662 10,024 10,000 2,663
General and administrative 8,335 8,199 9,054 1,903
---------- ---------- ---------- -----------
Total operating expenses 19,997 18,223 19,054 4,566
---------- ---------- ---------- -----------
OPERATING INCOME 7,228 9,521 11,012 1,651
Financing income (expenses), net 12 4,336 (239) 1,802 990
Other income , net 101 29 - 23
---------- ---------- ---------- -----------
PRE-TAX INCOME 11,665 9,311 12,814 2,664
Income taxes 10 2,889 2,254 4,183 660
---------- ---------- ---------- -----------
NET INCOME 8,776 7,057 8,631 2,004
========== ========== ========== ===========
EARNINGS PER SHARE (EPS)
Basic 2.05 1.65 2.02 0.47
========== ========== ========== ===========
Fully diluted 2.05 1.65 2.02 0.47
========== ========== ========== ===========
Shares used in computation
of basic EPS 4,277,500 4,277,500 4,277,500 4,277,500
========== ========== ========== ===========
Shares used in computing
fully diluted EPS 4,277,500 4,277,500 4,277,500 4,277,500
========== ========== ========== ===========
(*) Convenience translation into U.S. dollars.
The accompanying notes are an integral part of the financial statements.
F-4
G. WILLI-FOOD INTERNATIONAL LTD.
STATEMENTS OF SHAREHOLDERS' EQUITY
NUMBER OF TOTAL
ORDINARY SHARE ADDITIONAL RETAINED SHAREHOLDERS'
SHARES CAPITAL PAID-IN CAPITAL EARNINGS EQUITY
--------- ------- --------------- -------- -------------
NIS
----------------------------------------------------
(IN THOUSANDS)
----------------------------------------------------
BALANCE -JANUARY 1, 2001 4,277,500 514 19,704 42,468 62,686
Net income for the year - - - 8,631 8,631
--------- ---- ------- -------- -------
BALANCE - DECEMBER 31, 2001 4,277,500 514 19,704 51,099 71,317
Net income for the year - - - 7,057 7,057
--------- ---- ------- -------- -------
BALANCE - DECEMBER 31, 2002 4,277,500 514 19,704 58,156 78,374
Net income for the year - - - 8,776 8,776
--------- ---- ------- -------- -------
BALANCE - DECEMBER 31, 2003 4,277,500 514 19,704 66,932 87,150
========= ==== ======= ======== =======
The accompanying notes are an integral part of the financial statements.
F-5
G. WILLI-FOOD INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
--------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS US DOLLARS
----------------------------- -----------
(IN THOUSANDS)
--------------------------------------------
CASH FLOWS - OPERATING ACTIVITIES
Net income 8,776 7,057 8,631 2,004
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 956 906 1,078 218
Deferred income taxes 355 (101) 741 81
Loss (gain) on disposition of fixed assets (97) (29) 2 (22)
Unrealized gain on marketable securities (3,547) (545) (1,033) (810)
CHANGES IN ASSETS AND LIABILITIES:
Decrease (increase) in:
Trade accounts receivable (5,562) (285) 7,669 (1,270)
Receivables and other current assets 264 1,883 (3,033) 60
Inventory (2,518) 3,864 (8,992) (575)
Increase (decrease) in:
Trade accounts payable 4,959 (3,886) 4,428 1,133
Payables and other current liabilities 1,840 290 (500) 420
Accrued severance pay, net 7 3 33 2
------- ------- ------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,433 9,157 9,024 1,241
------- ------- ------- -------
(*) Convenience translation into U.S. dollars
The accompanying notes are an integral part of the financial statements.
F-6
G. WILLI-FOOD INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
YEAR ENDED DECEMBER 31,
--------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS NIS NIS US DOLLARS
------- ------- ------- -----------
(IN THOUSANDS)
CASH FLOWS - INVESTING ACTIVITIES
Purchase of marketable securities, net (17,607) (5,805) (12,646) (4,021)
Additions to fixed assets (2,030) (1,091) (1,124) (464)
Proceeds from disposition of fixed assets 573 257 17 131
Acquisition of subsidiary - - (336) -
------- ------- ------- ---------
NET CASH USED FOR INVESTING
ACTIVITIES (19,064) (6,639) (14,089) (4,354)
------- ------- ------- ---------
CASH FLOWS - FINANCING ACTIVITIES
Receipt of loans - 98 - -
Proceeds from loans (53) - - (12)
Short-term bank borrowings, net (1,008) (1,244) 2,252 (230)
------- ------- ------- ---------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES (1,061) (1,146) 2,252 (242)
------- ------- ------- ---------
Net change in cash and cash equivalents (14,692) 1,372 (2,813) (3,355)
Cash and cash equivalents at beginning of year 27,155 25,783 28,596 6,201
------- ------- ------- ---------
Cash and cash equivalents at end of year 12,463 27,155 25,783 2,846
======= ======= ======= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest 50 54 (1,154) 11
Taxes 2,985 3,355 4,097 682
(*) Convenience translation into U.S. dollars
The accompanying notes are an integral part of the financial statements.
F-7
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
A. G. Willi-Food International Ltd. ("the Company") was incorporated
in Israel in January 1994 and is engaged in one operating
segment: import, marketing and distribution of food products in
the country.
The Company is a subsidiary of Willi-Food Investments Ltd. ("the
parent company"). The shares of the parent company are registered
for trade on the Tel-Aviv Stock Exchange.
In May 2001, the Company acquired all the outstanding shares of
Gold Frost Ltd. ("Gold Frost"), for NIS 336,000 (about USD
77,000), accounting for it as a purchase. The financial results
of Gold Frost, which is engaged in importing frozen and
refrigerated food products, have been included in the Company's
financial statements starting on the acquisition date.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. ACCOUNTING PRINCIPLES
The consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in
Israel. As applicable to these financial statements, these
accounting principles are substantially identical to U.S. GAAP,
except as indicated in Note 13.
B. USE OF ESTIMATES
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
C. ADJUSTED FINANCIAL STATEMENTS
1. General
The Company maintains its accounts in nominal new Israeli
shekels ("NIS") - its functional currency. The nominal
figures are adjusted to NIS of constant purchasing power, in
accordance with principles prescribed by Opinions of the
Institute of Certified Public Accountants in Israel (ICPAS),
based on changes in the Israeli consumer price index
("CPI").
The financial statements are presented on the basis of
historical cost in NIS of constant purchasing power (NIS of
December 2003) ("adjusted NIS").
During the year ended December 31, 2003, the Israeli CPI
decreased by 1.9% (2002 - the Israeli CPI increased by 6.5%,
2001 - the Israeli CPI increased by 1.4%).
The term "cost" in these financial statements refers to cost
in adjusted NIS.
F-8
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.)
C. ADJUSTED FINANCIAL STATEMENTS (CONT.)
2. Principles of adjustments
i. Balance sheets:
Monetary items (items whose values represent their
current or realizable value at the balance sheet date)
are presented at their nominal values. Comparative
figures have been adjusted to the Israeli CPI of
December 2003.
Non-monetary items (principally, inventories, property
and equipment, share capital and additional paid-in
capital) have been adjusted in accordance with changes
in the Israeli CPI between the date of acquisition or
origination and the applicable balance sheet date.
The adjusted values of non-monetary items included in
the financial statements do not necessarily represent
realizable value or any other economic value, but only
their original historical cost in terms of constant
NIS.
ii. Statements of operations:
Income and expense items (other than those deriving
from non-monetary items and financial income or
expenses) are adjusted from the transaction date to the
applicable balance sheet date.
Income and expenses deriving from non-monetary items
are adjusted on the same basis as the related balance
sheet items.
The effects of the inflationary erosion of monetary
items and interest are included in financial income or
expenses, as appropriate.
D. EXCHANGE RATES AND LINKAGE
Assets and liabilities in, or linked to, foreign currency are
included on the basis of the representative exchange rate
prevailing at the applicable balance sheet date. Representative
rates of exchange for the U.S. dollar were as follows:
December 31, 2003 - NIS 4.379
December 31, 2002 - NIS 4.737
December 31, 2001 - NIS 4.416
CPI-linked balances are stated using the specific index to which
the balances are linked.
E. CONVENIENCE TRANSLATION
The adjusted financial statements as at December 31, 2003 and for
the year then ended have been translated into United States
dollars using the representative exchange rate at December 31,
2003 as published by the Bank of Israel (USD 1.00 = NIS 4.379).
The translation was made solely for the convenience of readers in
the United States.
F-9
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.)
E. CONVENIENCE TRANSLATION (CONT.)
It should not be construed that the translated dollar figures
actually represent, or could be converted into, US dollars.
F. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the financial
statements of the Company and its wholly owned subsidiaries, with
all significant inter-company transactions and balances
eliminated upon consolidation.
G. CASH EQUIVALENTS
Cash equivalents include short-term, highly liquid investments
that are readily convertible into cash with original maturities
of three months or less.
H. MARKETABLE SECURITIES
Marketable securities are classified as "trading" and are stated
at market value.
I. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The allowance has been computed on the basis of specific accounts
receivable.
J. INVENTORIES
Inventories are stated at the lower of cost or market value. Cost
is determined by the "first-in-first-out" method.
K. FIXED ASSETS
Fixed assets are stated at cost, with depreciation computed by
the straight-line method over the assets' estimated useful lives,
as follows:
YEARS
------
Motor vehicles 5-6.7
Office furniture and equipment 6.7-16
Computers and peripheral equipment 3-5
Leasehold improvements are amortized by the straight-line method
over the shorter of the term of the lease, or the estimated
useful life of the improvements.
The Company periodically assesses the recoverability of the
carrying amount of its fixed assets based on expected
undiscounted cash flows. If an asset's carrying amount is not
expected to be recoverable, the Company recognizes an impairment
loss based upon the difference between the carrying amount and
the fair value of such assets, in accordance with SFAS No.144
("Accounting for the Impairment or Disposal of Long-Lived
Assets").
F-10
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.)
L. DEFERRED INCOME TAXES
Deferred income taxes are provided for temporary differences
between the assets and liabilities, as measured in the financial
statements, and for tax purposes at the tax rates expected to be
in force when these differences reverse, in accordance with SFAS
No. 109 ("Accounting for Income Taxes").
M. REVENUE RECOGNITION
The Company recognizes revenue upon the shipment of its products
to the customer provided that persuasive evidence of an
arrangement exists, title has transferred, the price is fixed,
collection of resulting receivables is probable and there are no
remaining significant obligations. The Company grants its
customers a right to return the products, with the corresponding
provision recorded for the estimated future product returns,
based on the Company's experience.
N. CUSTOMER INCENTIVES
The Company is obligated to pay incentives to certain customers
based on the volume of sales in excess of a certain amount. The
incentive is computed as a percentage of the annual volume and is
generally paid at the beginning of each year in respect of the
previous year. In accordance with Emerging Issues Task Force
(EITF) No. 01-9 ("Accounting for Consideration Given by a
Supplier to a Customer (Including a Reseller of the Vendor's
Products)"), the Company presents its revenues as net of such
incentives, calculated based on the volume of sales.
O. EARNINGS PER SHARE
Basic and fully diluted net earnings per share have been computed
in accordance with Opinion No. 55 of the Institute of Certified
Public Accountants in Israel (ICPAS), which, as it relates to
these financial statements, is consistent with SFAS No. 128
("Earnings per Share"), using the weighted average number of
ordinary shares outstanding. Basic earnings per share are
computed by using the weighted average number of shares
outstanding. Fully diluted earnings per share are computed by
using the weighted average number of outstanding shares adjusted
for the incremental shares attributed to outstanding options to
purchase ordinary shares. A total of 50,000 incremental shares
were excluded from the calculation of fully diluted earning per
share for 2003, 2002 and 2001 (see Note 9).
P. RECLASSIFICATION
Certain prior years' amounts have been reclassified in conformity
with current year's financial statements.
Q. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation No. 46 ("FIN
46"), "Consolidation of Variable Interest Entities, and
Interpretation of ARB 51." The primary objectives of this
interpretation are to provide guidance on the identification of
entities for which control is achieved through means other than
through voting rights ("variable interest entities") and how to
determine when and which business enterprise (the "primary
beneficiary") should consolidate the variable interest entity.
This new model for consolidation applies to an entity in which
either (i) the equity investors (if any) do not have a
controlling financial interest; or (ii) the equity investment at
risk is insufficient to finance that entity's activities without
receiving additional subordinated financial support from other
parties. In addition, FIN 46 requires that the primary
beneficiary, as well as all other enterprises with a significant
variable interest in a variable interest entity, make additional
disclosures. Certain disclosure requirements of FIN 46 were
effective for financial statements issued after January 31, 2003.
F-11
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONT.)
Q. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS (CONT.)
In December 2003, the FASB issued FIN 46 (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46-R") to
address certain FIN 46 implementation issues. The effective dates
and impact of FIN 46 and FIN 46-R are as follows: (i)
Special-purpose entities ("SPEs") created prior to February 1,
2003. The Company must apply either the provisions of FIN 46 or
early adopt the provisions of FIN 46-R at the end of the first
interim or annual reporting period ending after December 15,
2003. (ii) Non-SPEs created prior to February 1, 2003. The
Company is required to adopt FIN 46-R at the end of the first
interim or annual reporting period ending after March 15, 2004.
(iii) All entities, regardless of whether an SPE, that were
created subsequent to January 31, 2003. The provisions of FIN 46
were applicable for variable interests in entities obtained after
January 31, 2003. The adoption of FIN 46-R did not, and is not
expected, to have a material impact on the Company's consolidated
financial position, consolidated results of operations, or
liquidity.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS
No. 133 on Derivative Instruments and Hedging Activities." SFAS
No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under SFAS No. 133.
In particular, this Statement clarifies under what circumstances
a contract with an initial net investment meets the
characteristic of a derivative. It also clarifies when a
derivative contains a financing component that warrants special
reporting in the statement of cash flows. SFAS No. 149 is
generally effective for contracts entered into or modified after
June 30, 2003. The adoption of SFAS No. 149 did not have an
impact on the Company's financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity". SFAS No. 150 establishes standards for
how a company classifies and measures certain financial
instruments with characteristics of both liabilities and equity.
It requires that an issuer classify certain financial instruments
as a liability (or as an asset in some circumstances). SFAS No.
150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS No. 150 did not have an impact on the
Company's financial statements.
During 2001, the Israeli Accounting Standards Board ("IASB")
published Accounting Standard No. 12 ("Cessation of Adjustment of
Financial Statement Adjustment)", and Standard No. 13 ("Effect of
Changes in Foreign Currency Exchange Rates").
According to these Standards, as well as Standard No. 17
(published in December 2002), the adjustment of financial
statements for the effect of the changes in the general
purchasing power of the Israeli currency will cease commencing on
January 1, 2004.
The effect of the new standards on the Company's financial
position and results of operation depends on future results and
inflation rates. Such effect may be material.
F-12
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - RECEIVABLES AND OTHER CURRENT ASSETS
DECEMBER 31,
-------------------------------
2 0 0 3 2 0 0 2 2 0 0 3 (*)
------- ------- -----------
NIS NIS US DOLLARS
------- ------- -----------
(IN THOUSANDS)
-------------------------------
Tax authorities 1,906 1,220 435
Advances to suppliers 581 978 133
Value-added tax 168 695 39
Prepaid expenses 207 233 47
Accrued interest 40 40 9
------ ----- ----
2,902 3,166 663
====== ===== ====
NOTE 4 - FIXED ASSETS
COMPRISED AS FOLLOWS:
DECEMBER 31,
-------------------------------
2 0 0 3 2 0 0 2 2 0 0 3 (*)
------- ------- -----------
NIS NIS US DOLLARS
------- ------- -----------
(IN THOUSANDS)
-------------------------------
Cost:
Motor vehicles 5,741 4,839 1,311
Computers and peripheral equipment 1,243 1,023 284
Office furniture and equipment 743 714 170
Leasehold improvements 311 311 71
------- ------- ------
8,038 6,887 1,836
======= ======= ======
Accumulated depreciation and amortization:
Motor vehicles 3,022 2,732 690
Computers and peripheral equipment 985 841 225
Office furniture and equipment 442 361 101
Leasehold improvements 191 153 44
------- ------- ------
4,640 4,087 1,060
======= ======= ======
NOTE 5 - OTHER ASSETS, NET
As of December 31, 2003 and 2002 the Company's only other asset
consisted of deferred income taxes.
NOTE 6 - PAYABLES AND OTHER CURRENT LIABILITIES
COMPRISED AS FOLLOWS:
DECEMBER 31,
-------------------------------
2 0 0 3 2 0 0 2 2 0 0 3 (*)
------- ------- -----------
NIS US DOLLARS
-------------------------------
(IN THOUSANDS)
-------------------------------
Customer advances 1,421 1,013 325
Accrued expenses 1,306 849 298
Payroll-related amounts 693 608 158
Deferred income taxes 589 231 135
Tax authorities 729 - 166
Other 58 57 13
----- ----- -----
4,796 2,758 1,095
===== ===== =====
(*) Convenience translation into U.S. dollars
F-13
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - ACCRUED SEVERANCE PAY, NET
The Company's obligation for severance pay is calculated in accordance
with the Israeli Severance Pay Law, 1963 and is based on the most
recent monthly salary and the length of employment in the Company. The
obligation is covered by a balance-sheet accrual and by amounts funded
with insurance policies not under the Company's custody.
Severance pay expenses for 2003, 2002 and 2001 were NIS 271 thousand
(USD 62 thousand), NIS 216 thousand and NIS 235 thousand,
respectively.
The total value of the insurance policies at December 31, 2003 and
2002 and 2001 was NIS 488 thousand (USD 111 thousand), NIS 399
thousand and NIS 329 thousand, respectively.
The Company has no liability for pension expenses to its employees.
NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES
A. CONTINGENT LIABILITIES AND GUARANTEES
The Company is contingently liable in respect of documentary
letters of credit from banks and suppliers' credit guaranteed by
banks for the import of food products totaling, at December 31,
2003, NIS 17,089 thousand (USD 3.9 million).
B. CREDIT RISK
Financial instruments that potentially subject the Company to
credit risk consist principally of trade receivables. A major
portion of the Company's sales was to a limited number of
customers (see Note 12A). The Company, which generally does not
require security from those customers, maintains an allowance for
doubtful accounts, based upon factors regarding the credit risk
of specific customers, historical trends and other information,
which management believes adequately covers all anticipated
losses in respect of trade receivables.
C. SUPPLY OF PRODUCTS
The Company is not dependent on any given supplier in respect of
a majority its products. In respect of certain products, however,
it is dependent exclusively on one source of supply. Five of such
products accounted, in the aggregate, for 21% and 15% of the
Company's total sales in 2003 and 2002, respectively. Termination
of the Company's business relationships with these suppliers
and/or a material adverse change in the terms at which it
purchases these products from such suppliers may have a material
adverse effect on the Company's financial results. There can be
no assurance that alternative sources of supply, if required,
will be readily available nor can there be any assurance as to
purchase terms.
D. FAIR VALUE OF FINANCIAL INSTRUMENTS
The financial instruments of the Company consist mainly of cash
and cash equivalents, current accounts receivable, short-term
borrowings, accounts payable and accruals. In view of their
nature, the fair value of the financial instruments, included in
working capital, is usually identical or close to their book
value.
F-14
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES (CONT.)
E. LEASE COMMITMENTS
The premises of the Company and its subsidiaries are rented under
various operating lease agreements with related parties for
various periods through 2006 (including renewal options). Future
aggregate minimum annual rental payments, pursuant to existing
lease commitments in effect on December 31, 2003, follow:
NIS US DOLLARS (*)
----- --------------
(IN THOUSANDS)
----------------------
2004 1,795 410
2005 1,883 430
2006 and thereafter 1,966 449
----- -----
5,644 1,289
===== =====
(*) Convenience translation into U.S. dollars
Total rent expenses for 2003, 2002 and 2001 were NIS 1,837
thousand (USD 422 thousand), NIS 1,932 thousand and NIS 1,715
thousand, respectively.
F. CLAIMS
A supplier has filed claim against the Company for NIS 98
thousand. The Company has submitted a defense and counter claims
totaling NIS 35 thousand. In the opinion of the Company legal
counsel it is not possible at this point to estimate the outcome
of these claims and the counter claims and, accordingly, no
provision was made in the financial statements in respect
thereof.
G. LIENS
The Company has registered fixed and floating liens in favor of
banks on its assets and insurance rights and a fixed lien,
unlimited in amount, on its share capital and goodwill.
H. RELATED PARTIES
1. In June 1998, the Company entered into management-service
agreements with Mr. Zvi Williger and Mr. Joseph Williger
(related parties) through managements companies owned by the
latter. These four-year agreements replaced employment
agreements signed in April 1997, in which Mr. Zvi Williger
agreed to serve as the Company's chairman of the board of
directors and chief operating officer and Mr. Joseph
Williger agreed to serve as a director and chief executive
officer.
The June 1998 agreement is automatically renewable, twice,
for additional periods of two years. The management fees are
USD 24.5 thousand per month to each of the management
companies. Moreover, each of the management companies is
entitled to an annual bonus for the 1998 fiscal year and
thereafter of 3% of the Company's pre-tax annual profits (if
such profits are less than NIS 3 million (USD 633
thousand)), or 5% (if such profits exceed that level).
2. On April 1, 1997, the Company entered into an agreement to
provide the parent company administrative services pursuant
to which the Company may provide office facilities leased by
the parent company for a monthly fee of NIS 5,100 (USD
1,077) from June 1997 linked to the Israeli CPI of June
1997.
3. Lease agreement with related parties - see E above.
F-15
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - SHAREHOLDERS' EQUITY
A. The Company's shares are traded on the Nasdaq.
B. EMPLOYEE STOCK OPTION PLAN
In May 1997, the board of directors adopted an employee stock
option plan ("the 1996 Plan"), pursuant to which the Company
granted its employees, officers, directors and consultants
options to purchase 180,000 ordinary shares of the Company and
its subsidiaries (including 160,000 options to related parties).
Of the above, 130,000 options were granted to Mr. Joseph Williger
and Mr. Zvi Williger at an exercise price equal to the nominal
value per share NIS 0.1. The options are exercisable, at 20%,
every six-month anniversary from the date of grant, on a
cumulative basis, during a period of five years. The exercise
price of the remaining options granted under the 1996 Plan is USD
4.10 per share, which was equal to the fair market value of the
shares on the date of the grant. The options are exercisable
during a five-year period commencing on the second anniversary
from the date of grant. The 1996 Plan will terminate in May 2004.
In January 2000, Mr. Joseph Williger and Mr. Zvi Williger
exercised the 130,000 options.
In accordance with the provisions of Opinion No. 25 of the
Accounting Principles Board, the Company recorded compensation
expenses for the 130,000 options granted to Mr. Joseph Williger
and Mr. Zvi Williger, with a total of USD 390 thousand charged to
operations over the expected vesting period.
C. The underwriter of the public offering was granted additional
warrants valid for four years commencing May 1998 to acquire
130,000 additional units (see B. above) at a price equaling 165%
of the price at which these units were offered to the public. The
exercise price of the right incorporated in the units is 135% of
the exercise price of the right offered to the public. These
warrants expired in May 2002.
D. As of December 31, 2003, 50,000 stock options are outstanding and
exercisable. The exercise price of these options is USD 4.1 per
share, and their remaining contractual life is approximately 5
months.
F-16
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - INCOME TAXES
TAXATION UNDER VARIOUS LAWS
The Company is assessed under the provisions of the Income Tax Law
(Inflationary Adjustments), 1985, pursuant to which the results for
tax purposes are measured in real terms in accordance with changes in
the Israeli CPI.
PROVISION FOR INCOME TAXES - CONSOLIDATED:
YEAR ENDED DECEMBER 31,
-------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS US DOLLARS
----------------------------- -----------
(IN THOUSANDS)
-------------------------------------------
Current taxes 2,562 2,246 3,414 585
Erosion of tax advances (29) 109 28 (6)
Deferred income taxes 356 (101) 741 81
----- ----- ----- ---
2,889 2,254 4,183 660
===== ===== ===== ===
DEFERRED INCOME TAXES
Composition:
DECEMBER 31,
---------------------------------
2 0 0 3 2 0 0 2 2 0 0 3 (*)
------- ------- -----------
NIS US DOLLARS
------------------ -----------
(IN THOUSANDS)
---------------------------------
Included in other assets:
Accrued severance pay 61 59 14
Fixed assets - - -
Included in current assets
(liabilities):
Marketable securities (656) (280) (150)
Inventory 11 - 3
Accrued vacation pay 56 49 13
Allowance for doubtful accounts - - -
----- ----- -----
(528) (172) (120)
===== ===== =====
(*) Convenience translation into U.S. dollars
F-17
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - INCOME (TAXES ON CONT.)
RECONCILIATION
The following is a reconciliation of the income taxes assuming that
all income is taxed at the ordinary statutory corporate tax rate in
Israel and the actual taxes on income, in the statement of operations:
YEAR ENDED DECEMBER 31,
-----------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS US DOLLARS
------------------------------- -----------
(IN THOUSANDS)
-----------------------------------------------
Income before taxes on income 11,665 9,311 12,814 2,664
Statutory tax rates 36% 36% 36% 36%
------ ------ ------ -----
Provision computed by ordinary rates 4,199 3,352 4,613 959
------ ------ ------ -----
Decrease in provision due to:
Tax-exempt income (53) (255) (210) (12)
Erosion of tax prepayments (18) 70 18 (4)
Non-deductible expenses 22 42 95 5
Utilization of tax loss carryforwards
for which deferred taxes were not
previously recorded (750) (909) (388) (171)
Deferred tax liabilities for marketable
securities - - 109 -
Differences in the definition of
Capital and non-monetary items for
tax purposes and for financial
reporting purposes (402) - - (92)
Other (109) (46) (54) (25)
------ ------ ------ -----
(1,310) (1,098) (430) (299)
------ ------ ------ -----
2,889 2,254 4,183 660
====== ====== ====== =====
TAX ASSESSMENTS
The Company has not yet been assessed for income tax purposes since
its inception.
NOTE 11 - TRANSACTIONS WITH RELATED PARTIES
A. BALANCES WITH RELATED PARTIES
DECEMBER 31,
-------------------------------
2 0 0 3 2 0 0 2 2 0 0 3 (*)
------- ------- -----------
NIS US DOLLARS
----------------- -----------
(IN THOUSANDS)
-------------------------------
Due to managers (shareholders in
the parent company) 1,324 1,176 302
Parent company 24 13 6
(*) Convenience translation into U.S. dollars
F-18
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - TRANSACTIONS WITH RELATED PARTIES (CONT.)
B. TRANSACTIONS WITH RELATED PARTIES
YEAR ENDED DECEMBER 31,
--------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS US DOLLARS
----------------------------- -----------
(IN THOUSANDS)
--------------------------------------------
Management fees 3,822 3,794 4,036 873
Rent expenses 1,837 1,815 1,715 420
Participation in expenses (64) (63) (63) (15)
For other transactions with related parties, see Note 9.
NOTE 12 - SELECTED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
A. CLASSIFICATION OF MAJOR CUSTOMERS
Percentage of revenues from customers constituting 10% or more of
revenues:
YEAR ENDED DECEMBER 31,
---------------------------
2 0 0 3 2 0 0 2 2 0 0 1
------- ------- -------
%
---------------------------
Customer A 18 27 19
Customer B 14 8 13
Customer C 7 6 11
B. COST OF SALES
YEAR ENDED DECEMBER 31,
----------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
-------- -------- -------- -----------
NIS US DOLLARS
------------------------------- -----------
(IN THOUSANDS)
----------------------------------------------
Purchases 106,284 92,112 106,213 24,271
Decrease (increase) in
inventory (1,312) 3,865 (8,992) (299)
Transportation and rent 3,952 3,831 3,712 903
Other 1,236 1,318 2,022 282
-------- -------- -------- -------
110,160 101,126 102,955 25,157
======== ======== ======== =======
(*) Convenience translation into U.S. dollars
F-19
G. WILLI-FOOD INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - SELECTED CONSOLIDATED STATEMENTS OF OPERATIONS DATA (CONT.)
C. FINANCIAL INCOME (EXPENSES), NET
YEAR ENDED DECEMBER 31,
--------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS US DOLLARS
------------------------------ -----------
(IN THOUSANDS)
--------------------------------------------
Financing expenses:
Interest and charges on
short-term borrowings (678) (298) (313) (155)
Inflationary erosion of the
Israeli currency (83) (105) 93 (19)
------ ------ ------ ------
(761) (403) (220) (174)
------ ------ ------ ------
Financing income:
Interest income (expenses) 1,551 (703) 989 354
Realized gains on derivative
financial instruments - 323 - -
Gain from marketable securities 3,546 544 1,033 810
------ ------ ------ ------
5,097 164 2,022 1,164
------ ------ ------ ------
Financing income (expenses), net 4,336 (239) 1,802 990
====== ====== ====== ======
NOTE 13 - DIFFERENCES BETWEEN ISRAELI AND U.S. GAAP
A. In accordance with Israeli GAAP, the Company comprehensively
includes the effect of price level changes in the accompanying
consolidated financial statements. Such accounting principles
measure the effects of price level changes in the inflationary
Israeli economy and, as such, is considered a more meaningful
presentation than financial reporting based on historical cost.
Accordingly, the Company is not required to eliminate the effect
of price level changes in a reconciliation to U.S. GAAP.
B. In accordance with U.S. GAAP, SFAS 115, changes in trading
securities should be presented in the statement of cash flows as
part of the operating activities. The following table provides a
reconciliation of the Statements of Cash flows for 2003, 2002 and
2001 in accordance with U.S. GAAP:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2 0 0 3 2 0 0 2 2 0 0 1 2 0 0 3 (*)
------- ------- ------- -----------
NIS US DOLLARS
----------------------------- -----------
(IN THOUSANDS)
--------------------------------------------
Net cash provided by operating
activities before adjustment 5,433 9,157 9,024 (1,241)
Adjustment (17,607) (5,805) (12,646) (4,021)
------- ------- ------- -------
Net cash provided by (used for)
operating activities after adjustment (12,174) 3,352 (3,622) (2,780)
======= ======= ======= =======
Net cash provided by (used in)
investing activities before
adjustment (19,064) (6,639) (14,089) (4,354)
Adjustment 17,607 5,805 12,646 4,021
------- ------- ------- -------
Net cash used in investing
activities after adjustment (1,457) (834) (1,443) (333)
======= ======= ======= =======
(*) Convenience translation into U.S. dollars
F-20
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
G. WILLI-FOOD INTERNATIONAL LTD.
By: /s/ Joseph Williger
-----------------------------
Joseph Williger
Chief Executive Officer
Date: June 28, 2004
Page 50
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
+1.1 Memorandum of Association of the Company, as amended (1)
1.2 Articles of Association of the Company, as amended (1)
2.1 Specimen of Certificate for ordinary shares (2)
4.1 Form of Employment Agreement with Mr. Zvi Williger (2)
4.2 Form of Employment Agreement with Mr. Joseph Williger (2)
4.3 Share Option Plan (2)
4.4 Management Agreement between Registrant and Yossi Willi Management
Investments Ltd., dated June 1, 1998 (3)
4.5 Management Agreement between the Company and Zvi Israel and Partners
Ltd., dated June 1, 1998 (3)
4.6 Lease of Company's premises with Titanic Food Ltd., dated November 23,
1998 (3)
4.7 Services Agreement between the Company and Willifood Investments Ltd.,
dated April 1, 1997 (3)
8 Subsidiaries of the Company (2)
11 Code of Ethics*
12.1 Certification of CEO of the Company pursuant to Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
12.2 Certification of CFO of the Company pursuant to Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
13.1 Certification of CEO of the Company pursuant to Rule 13a-14(b), as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2 Certification of CFO of the Company pursuant to Rule 13a-14(b), as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
----------
+ English translations from Hebrew original.
(1) Incorporated by Reference to the Registrant's Annual Report on Form 20-F
for the Fiscal year ended December 31, 1997.
(2) Incorporated by reference to the Company's Registration Statement on Form
F-1, File No. 333-6314.
(3) Incorporated by reference to the Company's Annual Report on Form 20-F for
the fiscal year ended December 31, 2001.
* Filed herewith.
EXHIBIT 11
G. WILLI-FOOD INTERNATIONAL LTD.
CODE OF ETHICS
FOR
DIRECTORS, OFFICERS AND EMPLOYEES
INTRODUCTION.
This Code of Ethics for directors, officers and employees has been
adopted by the Board of Directors of G. Willi-Food International Ltd. (the
"Corporation") to promote honest and ethical conduct, proper disclosure of
information in the Corporation's periodic reports, and compliance with
applicable governmental laws, rules, and regulations by the Corporation's
directors, officers and employees.
PRINCIPLES AND PRACTICES.
In performing his or her duties, each director, officer and employee
must:
(1) maintain high standards of honest and ethical conduct and avoid
any actual or apparent conflicts of interest between personal and professional
relationships;
(2) report to the Audit Committee of the Board of Directors any
conflict of interest that may arise and any material transaction or relationship
that reasonably could be expected to give rise to a conflict;
(3) provide, or cause to be provided, full, fair, accurate, timely,
and understandable disclosure in reports and documents that the Corporation
files with or submits to the Securities and Exchange Commission and in other
public communications;
(4) comply and take all reasonable actions to cause others to comply
with applicable governmental laws, rules, and regulations; and
(5) promptly report violations of this Code to the Audit Committee.
Directors, officers and employees must also comply with other
guidelines, policies and procedures of the Corporation, as adopted and/or
amended from time to time.
WAIVER.
Any request for a waiver of any provision of this Code for a director
or employee must be in writing and addressed to the Board of Directors.
COMPLIANCE AND ACCOUNTABILITY.
The Audit Committee will assess compliance with this Code, report
material violations to the Board of Directors, and recommend to the Board
appropriate action.
APPROVED June 23, 2004
EXHIBIT 12.1
CERTIFICATION
I, Joseph Williger , certify that :
1. I have reviewed this annual report on Form 20-F of G. Willi-Food
International Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the company as of, and for, the periods presented in this report;
4. The company's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
b. Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c. Disclosed in this report any change in the company's internal control
over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably
likely to materially affect, the company's internal control over
financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the company's ability to record,
process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal
control over financial reporting.
Date: June 28, 2004
By: /s/ Joseph Williger
----------------------------
Joseph Williger
Chief Executive Officer
EXHIBIT 12.2
CERTIFICATION
I, Gil Hochboim, certify that :
1. I have reviewed this annual report on Form 20-F of G. Willi-Food
International Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the company as of, and for, the periods presented in this report;
4. The company's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
b. Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c. Disclosed in this report any change in the company's internal control
over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably
likely to materially affect, the company's internal control over
financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the company's ability to record,
process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the company's internal control over
financial reporting.
Date: June 28, 2004
/s/ Gil Hochboim
-----------------------
Gil Hochboim
Chief Financial Officer
EXHIBIT 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of G. Willi-Food International
Ltd. (the "Company") on Form 20-F for the year ended December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Joseph Williger, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Date: June 28, 2003
By: /s/ Joseph Williger
-------------------------
Name: Joseph Williger
Title: Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906
has been provided to G. Willi-Food International Ltd. and will be retained by G.
Willi-Food International Ltd. and furnished to the Securities and Exchange
Commission or its staff upon request.
EXHIBIT 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of G. Willi-Food International
Ltd. (the "Company") on Form 20-F for the year ended December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Gil Hochboim, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Date: June 28, 2003
By: /s/ Gil Hochboim
---------------------
Name: Gil Hochboim
Title: Chief Financial Officer
(Principal Financial Officer)
A signed original of this written statement required by Section 906 has been
provided to G. Willi-Food International Ltd. and will be retained by G.
Willi-Food International Ltd. and furnished to the Securities and Exchange
Commission or its staff upon request.