UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 20-F





o 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, 2013




OR




o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from ____________ to ______________




OR




o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





Date of event requiring this shell company report ________




Commission File No. 000-29256









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)





4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106, Israel


(Address of principal executive offices)




Raviv Segal

Chief Financial Officer

4 Nahal Harif St. Northern Industrial Zone,

Yavne 81106, Israel

Tel: 972-8-932-1000(Name, Telephone, E-mail and/or Facsimile number and Address of Registrant's Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act:




Title of class

Name of each exchange on which registeredOrdinary Shares, NIS 0.10 par value per share

Nasdaq Capital Market


Securities registered or to be registered pursuant to Section 12(g) of the Act:




None




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:




The registrant had 12,974,245 ordinary shares, NIS 0.10 nominal value per share as of December 31, 2013.




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.




Yes o   No  ý




If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934.




Yes o   No  ý




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 ý   No  o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files):




Yes  o   No o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):




Large Accelerated filer o
Accelerated filer  o
Non-accelerated filer  ý




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





U.S. GAAP o





International Financing Reporting Standards as issued by the International Accounting Standards Board ý





Other o




If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:




Item 17 o   Item 18 o




If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).




Yes o   No  ý









TABLE OF CONTENTS




Page




PRESENTATION OF INFORMATION
1CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS
1PART I

2ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
2ITEM 2. OFFER STATISTICS AND EXPECTED TIME TABLE
2ITEM 3. KEY INFORMATION
2ITEM 4. INFORMATION ON THE COMPANY
12ITEM 4A. UNRESOLVED STAFF COMMENTS
24ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
24ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
35ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
48ITEM 8. FINANCIAL INFORMATION
51ITEM 9. THE OFFER AND LISTING
53ITEM 10. ADDITIONAL INFORMATION
54ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
64ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
65PART II

66ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
66ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
66ITEM 15. CONTROLS AND PROCEDURES
66ITEM 16.  [RESERVED]
67ITEM 16A. --
AUDIT COMMITTEE FINANCIAL EXPERT
67ITEM 16B. --
CODE OF ETHICS
67ITEM 16C. --
PRINCIPAL ACCOUNTANT FEES AND SERVICES
67ITEM 16D. --
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
67  
  ITEM 16E. --
PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS
68ITEM 16F. --
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
68ITEM 16G. --
CORPORATE GOVERNANCE
68PART III

69ITEM 17.  FINANCIAL STATEMENTS
69ITEM 18.  FINANCIAL STATEMENTS
69ITEM 19.   EXHIBITS
70













PRESENTATIONOF INFORMATION




In this Annual Report, references to the “Company”, “we” and “us” refer to G. Willi-Food International Ltd. and its consolidated subsidiaries.




The Company presents its consolidated financial statements in New Israeli Shekels, the currency of the State of Israel.  Unless otherwise specified or the context otherwise requires, references to “$”, “US$”, “Dollars”, “USD” and “U.S. Dollars” are to the United States Dollars and references to "NIS" are to New Israeli Shekels.




Solely for the convenience of the reader, this Annual Report contains translations of certain NIS amounts into U.S. Dollars at specified rates. These translations should not be construed as representations that the translated amounts actually represent such dollar or NIS amounts, as the case may be, or could be converted into U.S. Dollars or NIS as the case may be, at the rates indicated or at any other rate.  Therefore, unless otherwise stated, the translations of NIS into U.S. Dollars have been made at the rate of NIS 3.471 = $1.00, the representative exchange rate on December 31, 2013.




CAUTIONARYSTATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS




Certain of the statements contained in this Annual Report that are not historical facts, including, without limitation, certain statements made in the sections hereof entitled “Information on the Company,” “Dividends,” “Operating and Financial Review and Prospects,” and “Quantitative and Qualitative Disclosures about Market Risk” are statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.  Actual results, performance or events may differ materially from those in such statements due to, without limitation, the risks set forth in "Item 3. Key Information – D. Risk Factors", including the following:




●
changes affecting currency exchange rates, including the NIS/U.S. Dollar exchange rate;


●
payment default by, or loss of, one or more of our principal clients;


●
the loss of one or more of our key personnel;


●
termination of arrangements with our suppliers, and in particular Arla Foods amba;


●
increasing levels of competition in Israel and other markets in which we do business;


●
increase or decrease in global purchase prices of food products;


●
interruption to our storage facilities;


●
our inability to accurately predict consumption of our products or changes in consumer preferences;


●
product liability claims and other litigation matters;


●
our insurance coverage may not be sufficient;


●
our operating results may be subject to variations from quarter to quarter;


●
our inability to successfully compete with nationally branded products;


●
our inability to successfully integrate our acquisitions;


●
our inability to protect our intellectual property rights;


●
significant concentration of our shares are held by one shareholder;


●
we are controlled by and have business relations with Willi-Food Investments Ltd. and its management;


●
the price of our ordinary shares may be volatile;


●
our inability to meet the Nasdaq listing requirements;


●
our inability to maintain an effective system of internal controls;


●
all of our assets are pledged to creditors ;


●
changes in laws and regulations, including those relating to the food distribution industry, and inability to meet and maintain regulatory qualifications and approvals for our products;


●
economic conditions in Israel;


●
changes in political, economic and military conditions in Israel, including, in particular, economic conditions in the Company’s core markets; and


●
our international operations may be adversely affected by risks associated with international business.




The Company is under no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason.  See "Item 3. Key Information–Risk Factors” and "Item 5. Operating and Financial Review and Prospects – Results of Operations”.




1





PARTI




ITEM1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS




Not applicable.




ITEM2.  OFFER STATISTICS AND EXPECTED TIME TABLE




Not applicable.




ITEM3.  KEY INFORMATION




A.           SELECTED FINANCIAL DATA




The following selected consolidated financial data for each of the years in the three-year period which ended December 31, 2013, 2012 and 2011 are derived from our audited consolidated financial statements set forth elsewhere in this report, which have been prepared in accordance with IFRS as issued by IASB. The selected consolidated financial data for the years ended December 31, 2010 and 2009 is derived from our audited consolidated financial statements not appearing in this report. All of the financial data set forth below are in thousands (except share and per share amounts). You should read the following selected consolidated financial data in conjunction with "Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements and notes thereto appearing elsewhere herein. Historical results are not necessarily indicative of any results to be expected in any future period.





Recent Exchange Rates of NIS to one U.S. Dollar




The table shows the high and low exchange rate of NIS per one U.S. Dollars for the last six months:




High
LowNovember 2013
3.569
3.519December 2013
3.530
3.471January 2014
3.507
3.483February 2014
3.549
3.496March 2014
3.504
3.459April 2014 (through April 22, 2014)
3.549
3.459




The representative exchange rate for NIS on December 31, 2013 was NIS 3.471= $1.00, and the representative exchange rate for NIS on April 22, 2014 was NIS 3.484 = $1.00.




The average exchange rate of NIS 3.610 = USD 1.00 was for the year ended December 31, 2013, NIS 3.858 for the year ended December 31, 2012, NIS 3.579 for the year ended December 31, 2011, 3.732 for the year ended December 31, 2010 and 3.933 for the year ended December 31, 2009.




2





Income Statement Data:


In accordance with IFRS




2013


2012


2011


2010


2009NIS


USD


NIS


NIS


NIS


NISRevenue


336,032



96,811



286,509



264,404



271,143



230,134Cost of revenues


252,355



72,704



217,468



202,699



194,957



165,134Gross profit


83,677



24,107



69,041



61,705



76,186



65,000Selling expenses


35,130



10,121



28,915



27,482



31,077



22,586General and administrative expenses


19,408



5,591



16,715



17,375



17,818



15,887Other (Income) expenses


(54
)


(16
)


(46
)


(240
)


(96
)


(5,330
)Total operating expenses


54,484



15,696



45,584



44,617



48,799



33,199Operating profit


29,193



8,411



23,457



17,088



27,387



31,801Finance income


13,008



3,748



8,716



1,480



5,543



2,744Finance expense


876



252



410



313



666



420Finance income, net


12,132



3,496



8,306



1,167



4,877



2,324Profit before taxes on income


41,325



11,907



31,763



18,255



32,264



34,125Taxes on income


(9,517
)


(2,742
)


(7,757
)


(3,906
)


(6,991
)


(4,869
)Profit from continuing operations


31,808



9,165



24,006



14,349



25,273



29,256Profit from discontinued operations


-



-



-



4,172



4,884



2,272Profit for the year


31,808



9,165



24,006



18,521



30,157



31,528Attributable to:Owners of the Company


31,808



9,165



24,006



18,311



28,177



30,436Non-controlling interest


-



-



-



210



1,980



1,092Net Income


31,808



9,165



24,006



18,521



30,157



31,528Basic and diluted earnings per Share from continuing operations


2.45



0.71



1.85



1.06



1.96



2.85Basic and diluted earnings (loss) per Share from discontinued operations


-



-



-



0.29



0.22



0.11Basic and diluted earnings (loss) per Share


2.45



0.71



1.85



1.35



2.18



2.96Shares Used in Computing Earnings per Share


12,974,245



12,974,245



12,977,481



13,534,954



12,876,294



10,267,893Dividend declared per share


-



-



-



-



-



-





3




Balance Sheet Data:


In accordance with IFRS





2013


2012


2011


2010


2009NIS


USD


NIS


NIS


NIS


NISWorking capital


325,926



93,900



292,596



267,204



249,044



148,359Total assets


395,048



113,815



384,717



347,683



367,284



282,719Short-term bank debt


18



5



9,930



-



5,780



10,372Shareholders' equity


365,843



105,399



333,761



310,317



306,872



206,480Capital stock


12,974,245



12,974,245



12,977,481



13,534,954



12,876,294



10,267,893





B.           CAPITALIZATION AND INDEBTEDNESS





Not applicable.




C.           REASONS FOR THE OFFER AND USE OF PROCEEDS





Not applicable.




D.           RISK FACTORS





Risks Related to Our Business and Industry




Our results of operations may be impacted by monetary risk. Our portfolio of marketable securities is subject to various market risks.




We are exposed to fluctuations in the rate of the United States Dollar and Euro versus the NIS. Most of our income is in NIS, whereas most of our purchases are in United States Dollars and in Euros. In addition, a significant portion of our short term bank borrowings, when needed, are in United States Dollars and/or in Euros. A significant depreciation in the NIS vis-à-vis the United States Dollar and/or Euro could have a material adverse effect on our results of operations and financial condition.




We strive to minimize market risks arising from exchange rate fluctuations and the cost of imported goods, especially by opening documentary credits for suppliers abroad, holding foreign currency reserves and initiating forward transactions and foreign currency options.




As a method of investing cash reserves, we hold from time to time a portfolio of marketable securities traded on the Tel Aviv Stock Exchange as well as other stock exchanges 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 in Israel and abroad. We do not utilize derivative securities for trading purposes, enter into swap arrangements or otherwise hedge our currency in a manner that we believe could expose us to significant market risk.




Our financial instruments consist mainly of cash and cash equivalents, current accounts receivable, short-term borrowings, current 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.




4




Our business may be materially affected if any of our major clients defaults on its payment to us.




Financial instruments that potentially subject us to concentrations of credit risk consist principally of trade receivables. Despite our large number of clients (approximately 1,500 in Israel and abroad), a significant part of our sales is made to a limited number of customers (mainly the organized market). Our two largest customers, Shufersal Ltd. and Mega Retail Ltd. (Blue Square), accounted for 31% of our sales in 2013. We generally do not require and do not receive collateral from those customers, although we do require and receive collateral from most of the remainder of our clients in Israel to ensure security of collecting payments. We maintain an allowance for doubtful debts based upon factors surrounding the credit risk of specific customers, historical trends and other information which our management believes adequately covers all anticipated losses in respect of trade receivables. There can be no assurance that this allowance will be adequate. In the event that any of our major clients defaults on its payment obligations to us, we will not possess sufficient security to collect the entire debt.




We depend on a small number of principal clients who have in the past bought our products in large volumes. We cannot assure that these clients or any other client will continue to buy our products in the same volumes, on the same terms or at all.





Despite our wide dispersion of clients, we have two major clients, Shufersal Ltd. and Mega Retail Ltd., both of which own, among other things, supermarket chains, which accounted for approximately 19% and 12%, respectively, of our revenue during 2013. We do not have long term purchase contracts with our clients, and our sales arrangements with our clients do not have minimum purchase requirements. We cannot assure that our major clients will continue to buy our products at all or in the same volumes or on the same terms as they have in the past. Their failure to do so may significantly reduce our sales. Losing one or more of them may adversely affect our business results. In addition, we cannot assure that we will be able to attract new customers.




We are dependent on our key personnel. The loss of any of our key personnel could have a material adverse effect on our business.
  We depend on a small number of technical staff, managers and directors, including management services provided to us by Zwi Williger and Joseph Williger, through management companies that they control, each of whom holds senior management positions with us. We do not have any key-man life insurance policy on either Zwi Williger or Joseph Williger. On March 2, 2014, the Company announced an agreement between Mr. Zwi Williger and Mr. Joseph Williger and Emblaze Ltd. pursuant to which Mr. Zwi Williger and Mr. Joseph Williger agreed to sell their controlling stake (58.04%) in Willi-Food to Emblaze, which sale is expected to be completed on or about May 4, 2014. Pursuant to the agreement, Mr. Zwi Williger and Mr. Joseph Williger have agreed to continue to serve as chairman of the board and president, respectively, or as joint chief executive officers, of the Company for an additional period of between 18 months and three years from September 2014 (the length of service will vary depending on whether or not their service agreements are re-approved at the Company's next annual general meeting). See "Item 7. Major Shareholders and Related Party Transactions – 7A. Related Party Transactions".The loss of either or both of Mr. Zwi Williger and Mr. Joseph Williger could have a material adverse effect on our business and operations.
  We are dependent on Arla Foods amba, or "Arla",and we also work with a limited number of other key suppliers. If these suppliers raise prices or terminate their engagement with us, our operating results could be adversely affected.
  We are dependent on Arla, which supplies a high percentage 45% (47% in 2012) of our dairy and dairy substitute products (although no single company supplies a majority of any of our products). Terminating the engagement with any supplier, and Arla in particular, or a material change in the engagement terms for purchasing products from those suppliers may have an adverse effect on our results of operations. We have a distribution agreement with Arla pursuant to which we serve as Arla’s sole and exclusive agent and distributor in Israel of certain products for a ten-year period from March 2005. See “Item 4.  Information on the Company – B. Business Overview – Suppliers”. If this supplier raises its prices, our operating results may be adversely affected. See risk factor below - "Increases or decreases in global product prices have in the past, and in the future may continue to have a material adverse effect on our profitability". We believe that there are alternative suppliers for purchasing our products; however, we cannot assure that the products of the alternative suppliers will become immediately available and that the terms of purchase will be similar to the current ones.


We may not be able to successfully compete with larger competitors who have greater operations, financial, marketing, labor and other resources than we have.




The food distribution business in Israel is highly competitive. We face competition from existing competitors in respect of imported as well as locally manufactured food products. Local producers are not subject to the financial risks of importing food products or to governmental policies regarding taxation of imported food products to which we as importers are subject. We may also face competition from potential newcomers to the food business as well as from existing importers and/or manufacturers not currently offering the same lines of products as us. In addition, in the event we further expand our activity in the international food markets, we will also face competition from manufacturers and/or distributors from the locations in which we expand our activity. Certain of our current and potential competitors are substantially more established, benefit from substantially greater market recognition and have greater financial, marketing, labor and other resources than we have. If any of our competitors materially reduces prices, we may be required to reduce our prices in order to remain competitive. Such reductions, if effected, could have a material adverse effect on our financial condition and results of operations.




5




Increases or decreases in global product prices have in the past, and in the future may continue to have a material adverse effect on our profitability.





The cost of food commodities and other food products is cyclical and subject to other market factors and may fluctuate significantly. As a result, our cost in securing these products is subject to substantial increases over which we have no control.  In addition, fuel costs, which represent the most significant factor affecting both utility costs at our facilities and our transportation costs, are subject to wide fluctuations. Although we are making best efforts, we cannot assure that we will be able to pass on to customers the increased costs associated with the procurement of these products. Moreover, there has in the past been, and there may in the future be, a time lag between the incurrence of such increased costs and the transfer of such increases to customers. To the extent that increases in the prices of our products cannot be passed on to customers or there is a delay in doing so, we are likely to experience an increase in our costs which may materially reduce our margin of profitability.





Further, there is an additional lag from the date we purchase inventory from our suppliers situated outside of Israel (or commit to purchase inventory from our suppliers) until the date we sell this inventory to our customers in Israel. To the extent that the purchase price of products that we purchase decreases from the time that we purchase our inventory (or commit to purchase our inventory) until the time we sell the inventory to our customers, our margin of profitability may be materially reduced if we are not able to sell our products at prices exceeding such purchase prices.





Increases or decreases in global product prices in the future may have a material adverse effect on our profitability.




Our results of operations may be adversely affected if we do not accurately predict the rate of consumption of our products.




We hold inventory of basic foodstuffs (such as preserved food, edible oils, pasta and rice) and other food products, and we accumulate inventories of these products based on our prediction of the consumption of these products by our customers.  If actual consumption does not meet the prediction, and the shelf life of such products expires or we cannot otherwise sell such products, this may materially and adversely affect our financial condition and results of operations. On the other hand, to the extent we do not have adequate inventory of these critical products (due, for example, to an emergency situation or our failure to predict the rate of consumption of our products), we will not be able to meet the needs of our customers and our potential revenues may be adversely affected.




We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products.




Our success depends in part on our ability to anticipate the tastes and eating habits of consumers and to offer products that appeal to their preferences. Consumer preferences change from time to time and our failure to anticipate, identify or react to these changes could result in reduced demand for our products, which would adversely affect our operating results and profitability.




We may be subject to product liability claims for misbranded, adulterated, contaminated or spoiled food products.




We sell food products for human consumption, which involves risks such as product contamination or spoilage, misbranding, product tampering, and other adulteration of food products. Consumption of a contaminated, spoiled, misbranded, tampered with or adulterated product may result in personal illness or injury. We could be subject to claims or lawsuits relating to an actual or alleged illness or injury, and we could incur liabilities that are not insured or that exceed our insurance coverage. Even if product liability claims against us are not successful or fully pursued, these claims could be costly and time consuming and may require management to spend time defending the claims rather than operating our business. A product that has been actually or allegedly misbranded or becomes adulterated could result in: product withdrawals, product recalls, destruction of product inventory, negative publicity, temporary plant closings, and substantial costs of compliance or remediation. Any of these events, including a significant product liability judgment against us, could result in a loss of confidence in our food products, which could have an adverse effect on our financial condition, results of operations or cash flows.




6




We may be adversely affected by any interruption to our storage facility.




We store most of our products in one main location – a logistics center warehouse situated in Yavne, Israel, used for products being distributed to customers.  Any interruption to this storage facility, whether by power failure, flooding or other event, would have a material impact on our ability to trade in the ordinary course.




Our insurance coverage may not be sufficient to cover our losses in the event our products are subject to product liability claims or our products are subject to recall.  In such event, it would have a material adverse effect on us.




Our products may become the subject of product liability claims, and there can be no assurance that our property insurance coverage limits will be adequate or that all such claims will be covered by insurance. A product recall or a product liability claim, even one without merit or for which we have substantial coverage, could result in significant expenses, including legal defense costs, thereby lowering our earnings and, depending on revenues, potentially resulting in additional losses. A successful product liability claim or other judgment against us in excess of our insurance coverage could have a material adverse effect on us and our reputation.




Our operating results may be subject to variations from quarter to quarter.




Our operating results may be subject to variations from quarter to quarter depending on, among other things, the timing of sales campaigns and special events initiated by both us and our customers, the major Jewish holidays (such as the Jewish New Year and Passover), our ability to manage future inventory levels in line with business opportunities and anticipated customers’ demand, competitive developments in the market, changes in the rates of inflation in Israel and fluctuations in NIS/Dollar exchange rates. There can be no assurance that our sales or net income (if any) in any particular quarter will not be lower than the preceding and/or comparable quarter or that our sales or net income (if any) in a particular quarter will be indicative of our results of operations for the entire year. The trading prices of our ordinary shares may fluctuate significantly in response to variations in our operating results.




Our branded products may not be able to compete successfully with nationally branded products.




For sales of our branded products to retailers, the principal competitive factors are price, product quality and quality of service. For sales of branded products to consumers, the principal competitive factors are price and product quality. In many cases, competitors with nationally branded products may have a competitive advantage over our products primarily due to name recognition.




Competition to obtain shelf space for our branded products with retailers is primarily based on the expected or historical performance of our product sales relative to our competitors. The principal competitive factors for sales of our branded products to consumers are brand recognition and loyalty, product quality and price. Most of our branded competitors have significantly greater resources and brand recognition than we do.




Competitive pressures or other factors could cause us to lose market share, which may require us to lower prices, increase marketing expenditures, and/or increase the use of discounting or promotional programs, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.




We may not successfully integrate our acquisitions





We have made numerous acquisitions in the past and may do so in the future.  Our success will depend in part on our ability to manage the combined operations of any acquired company, to integrate the operations and personnel of such company together with our other subsidiaries into a single organizational structure, and to replace those subsidiary managers who have departed or may in the future leave our employ. There can be no assurance that we will be able to effectively integrate the operations of our subsidiaries and our acquired businesses into a single organizational structure. Integration of operations could also place additional pressures on our management as well as on our other key personnel. The failure to successfully manage any integration could have an adverse material effect on results of our operations.




7




If we are unable to protect our intellectual property rights, our competitive position could be compromised.




We market certain products under the trademarks “Willi-Food”, “Pizza Top”, “Gold Food”, "Donna Rozza", "Manchow", "Krisponim", "Bubbles", “Gold Frost”, "Habulgaria", "Tifeeret", "ICHOC" and "GELATO", "Say cheese", "Pasta Mia". Although we have registered trademarks for these brands, we cannot assure that the degree of protection these and other trademarks offer will be sufficient to protect our rights in these marks.




One shareholder owns a large percentage of our shares.





As of April 22, 2014, Willi-Food Investments Ltd. which we refer to as Willi-Food, owned approximately 58.17% of our ordinary shares. Mr. Joseph Williger, who serves as President and as a director of our company held, as of April 22, 2014, approximately 20.29% of the outstanding shares of Willi-Food (approximately 19.29% on a fully-diluted basis). Mr. Zwi Williger, who serves as Chairman of the Board of our company held, as of April 22, 2014 approximately 37.80% of the outstanding shares of Willi-Food (approximately 35.92% on a fully-diluted basis). On March 2, 2014, the Company announced an agreement between Mr. Zwi Williger and Mr. Joseph Williger and Emblaze Ltd. pursuant to which Mr. Zwi Williger and Mr. Joseph Williger agreed to sell their controlling stake (58.04%) in Willi-Food to Emblaze, which sale is expected to be completed on or about May 4, 2014. See "Item 7. Major Shareholders and Related Party Transactions – 7A. Related Party Transactions".


Our Articles of Association do not provide for cumulative voting rights with respect to the election of directors and every resolution of the company in the general meeting of shareholders is deemed duly passed if passed by a simple majority of the shareholders present and voting unless another majority is required by the Israeli Companies Law or by our Articles of Association. Therefore, our major shareholders are able to control the outcome of matters requiring shareholder approval that do not require a special majority.




We are controlled by and have business relations with Willi-Food and its management.





Willi-Food, our controlling shareholder, is a holding company whose main asset is the ordinary shares it owns in our company.  Willi-Food currently does not directly conduct any material business.




Willi-Food, Mr. Zwi Williger (as of April 22, 2014 a 37.80% shareholder of Willi-Food and the Chairman of our Board of Directors), and Mr. Joseph Williger (as of April 22, 2014 a 20.29% shareholder of Willi-Food, a director and our President) have been and continue in certain cases to be party to certain agreements and arrangements relating to our operations. Such transactions include service and employment arrangements between each of Messrs. Joseph and Zwi Williger and us, and a service agreement we have with Willi-Food. All such transactions include consideration. On March 2, 2014, the Company announced an agreement between Mr. Zwi Williger and Mr. Joseph Williger and Emblaze Ltd. pursuant to which Mr. Zwi Williger and Mr. Joseph Williger agreed to sell their controlling stake (58.04%) in Willi-Food to Emblaze, which sale is expected to be completed on or about May 4, 2014.  See "Item 7. Major Shareholders and Related Party Transactions – 7A. Related Party Transactions".


In addition, certain of our key personnel also serve in management positions in Willi-Food.  By serving in dual capacities, these persons may experience conflicts of interest involving the two companies.  Israeli law imposes procedures, including, for certain material transactions, a requirement of shareholder approval, as a precondition to entering into interested party transactions. These procedures may apply to transactions between Willi-Food and us.  However, we cannot assure that we will be able to avoid possible detrimental effects of any such conflicts of interest by complying with the procedures mandated by Israeli law.




Mr. Zwi Williger and Mr. Joseph Williger have signed an agreement to transfer control of Willi-Food to Emblaze Ltd. Although Mr. Zwi Williger and Mr. Joseph Williger have agreed to continue to serve the Company for an additional period, Emblaze has no experience in the development, import, export, and marketing of food products.




On March 2, 2014, the Company announced that Zwi Williger and Joseph Williger, the controlling shareholders of Willi-Food, our controlling shareholder, signed an agreement with Emblaze Ltd, a company listed on the London Stock Exchange, to sell their controlling stake (58.04%) in Willi-Food to Emblaze, subject to the receipt of the Israeli Anti-Trust Authority's approval and the other terms described in the agreement. See "Item 7. Major Shareholders and Related Party Transactions – 7A. Related Party Transactions". This transaction is expected to be completed on or about May 4, 2014. Although Zwi Williger and Joseph Williger have agreed to continue to serve as chairman of the board and president, respectively, or as joint chief executive officers, of the Company for an additional period of between 18 months and three years from September 2014 (the length of service will vary depending on whether or not their service agreements are re-approved at the Company's next annual general meeting), Emblaze, formerly a global technology company mainly in the IT, software and mobile sectors, has no experience in the development, import, export, and marketing of food products, and there is no guarantee that the Company will be managed in the same way following the closing of the transaction.


8





The price of our ordinary shares may be volatile.





The market price of our ordinary shares has fluctuated significantly and may be affected by our operating results, changes in our business, changes in the products we market and distribute, and general market and economic conditions which are beyond our control. In addition, the stock market in general has, from time to time, experienced significant price and volume fluctuations that are unrelated or disproportionate to the operating performance of individual companies. These fluctuations have affected stock prices of many companies without regard to their specific operating performance. For these reasons, the price of our ordinary shares may fluctuate significantly in the future.




Also, the financial markets in the Unites States and other countries have experienced significant price and volume fluctuations, and market prices of public companies have been and continue to be extremely volatile. Volatility in the price of our ordinary shares may be caused by factors outside of our control and may be unrelated or disproportionate to our results of operations. In the past, following periods of volatility in the market price of a public company’s securities, shareholders have frequently instituted securities class action litigation against that company. Litigation of this kind could result in substantial costs and a diversion of our management’s attention and resources.




If our ordinary shares are delisted from Nasdaq, the liquidity and price of our ordinary shares and our ability to issue additional securities may be significantly reduced.





We may in the future fail to comply with the Nasdaq Capital Market regulations and listing requirements as to minimum net income, minimum number of shareholders and public float and other requirements, and as a result Nasdaq may initiate procedures to delist our ordinary shares from the Nasdaq Capital Market.




Since the beginning of 2014, our stock price has been trading in a range from $7.00 to $8.91 per share. Under Nasdaq’s Marketplace Rule 5450(a)(1) (the “Rule”), any company whose shares have a closing bid price less than $1.00 for 30 consecutive business days may be subject to a delisting proceeding by Nasdaq. We now satisfy this requirement as our stock price is well above $1.00 per share. If we fail to meet the continued listing criteria under the Rule, our ordinary shares may be delisted from trading on the Nasdaq Capital Market.




Delisting from the Nasdaq Capital Market could have an adverse effect on our business and on the trading of our ordinary shares. If a delisting of our ordinary shares were to occur, our shares would trade in the over-the-counter market such as on the OTC Bulletin Board or on the “pink sheets”. The over-the-counter market is generally considered to be a less efficient market, and this could diminish investors’ interest in our ordinary shares as well as significantly impact our share price and the liquidity of our ordinary shares. Any such delisting may also severely complicate trading of our shares by our shareholders, or prevent them from re-selling their shares at/or above the price they paid. Furthermore, our relatively low trading volumes may make it difficult for shareholders to trade shares or initiate any other transactions.  Delisting may also make it more difficult for us to issue additional securities or secure additional financing.




If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may be adversely affected.





Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems. We are a relatively small company with limited accounting personnel and other resources with which to address our internal controls and procedures. In addition, we implemented financial and disclosure control procedures and corporate governance practices that enable us to comply, with the Sarbanes-Oxley Act of 2002 and related Securities and Exchange Commission, or the SEC, rules. For example, we developed accounting and financial capabilities, including the establishment of an internal audit function and development of documentation related to internal control policies and procedures. Failure to establish the necessary controls and procedures would make it difficult to comply with SEC rules and regulations with respect to internal control and financial reporting. We need to take further actions to continue to improve our internal controls. If we are unable to implement solutions to any weaknesses in our existing internal controls and procedures, or if we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud and investor confidence and the market price of our ordinary shares may be adversely impacted.




9




Substantially all of our assets are pledged to banks, which limits our ability to incur further debt.





We have pledged substantially all of our assets to Bank Leumi Le’Israel Ltd., Bank Mizrahi-Tefahot Ltd. and Bank Hapoalim Ltd. in order to secure credit lines from each of these banks. If we were to utilize these credit lines, we expect that the proceeds from the sale of any of these assets may be used to prepay the principal amount owed on the credit lines secured by these pledges. As a result of these arrangements, our ability to dispose of pledged assets may require the consent of these banks, and our ability to incur further debt (whether secured or unsecured) is limited.




Risks Related to Our Location in Israel




We are subject to regulations and other policies of the Israeli government and of other countries from which we import and into which we export. If we are unable to obtain and maintain regulatory qualifications or approvals for our products, our business may be adversely affected.




Regulatory, licensing and quotas: The import, export, storage, marketing, distribution and labeling of food products are subject to extensive regulation and licensing by various Israeli government and municipal agencies, principally the Ministry of Health, the Ministry of Economy (formerly known as the Ministry of Industry, Trade and Labor), the Ministry of Agriculture and the Ministry of Finance. To the extent that we have imported and exported, or will import and export, food products outside of Israel, we may be subject to quotas and other import and export laws and regulations which may limit our ability to sell certain of our food products into these countries. We are required to maintain our distribution processes in conformity with all applicable laws and regulations. In the event that such laws and regulations change, or we fail to comply with such laws and regulations, we may be prevented from trading within Israel or another part of the world.




Tariffs: The Ministry of Finance and the Ministry of Economy (formerly known as the Ministry of Industry, Trade and Labor) of the State of Israel may increase the levels of tariffs on importing goods. This would have a direct impact on us and our financial performance by increasing our costs which we may not be able to pass on to our customers.




Kosher Licenses: Under kosher regulations, we are required to ascertain that the food products which we offer for sale bear kosher certification approved by certain authorities such as the Chief Rabbinate of Israel. There is a risk that the relevant authorities in Israel or other areas of the world responsible for issuing kosher licenses may change the criteria for obtaining such licenses. In such circumstances, we may be prohibited from obtaining kosher licenses for various products that we sell into the various kosher markets. Failure to comply with such applicable laws and regulations in relation to kosher licenses could subject us 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 us and our financial performance.




Economic conditions in Israel affect our financial performance.




A major part of our sales are made in Israel, and consequently our financial performance is dependent to a significant extent on the economy of Israel. The recovery that started in the last months of 2009 has continued to the present. This has resulted in our customer base, both in the retail and in the wholesale markets, expanding their purchases from us, both in quantities and by purchasing higher cost food products. A deterioration of the economic situation in Israel may erode the real wages and lower the buying power of our potential customers. This in turn may adversely affect our activities and business results.




10




In addition, in 2011 to mid-2012 our business results were adversely affected by the national protest against the cost of food products, pressuring us to decrease our selling prices to our customers. The pressure from such protests decreased during 2012 and 2013. However, the result of such protests continues to affect the food industry and the level of pricing. An ongoing consumer demand for price reductions may have a material adverse effect on us and our financial performance.




We may be affected by political, economic and military conditions in Israel and the Middle East.




We are incorporated under the laws of the State of Israel, our principle offices are located in central Israel and some of our officers, employees and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel have a direct influence on us. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could materially and adversely affect our operations.  During the winter of 2012, Israel was engaged in an armed conflict with Hamas, a militia group and political party operating in the Gaza Strip. This conflict involved missile strikes by Hamas against civilian targets in various parts of Israel and negatively affected business conditions in Israel.  Ongoing or revived hostilities related to Israel may have a material adverse effect on our business and on our share price. The recent revolutions and political uncertainty in surrounding countries, including Egypt and Syira, are affecting the political stability of those countries. This instability may lead to deterioration of the political relationships that exist between Israel and these countries, and have raised concerns regarding security in the region and the potential for armed conflict. In addition, it is widely believed that Iran, which has previously threatened to attack Israel, has been stepping up its efforts to achieve nuclear capability. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza and Hezbollah in Lebanon. The tension between Israel and Iran and/or these groups may escalate in the future and turn violent, which could affect the Israeli economy generally and us in particular.





Many of our executive officers and employees in Israel are obligated to perform annual military reserve duty in the Israeli Defense Forces and, in addition, may be called to active duty under emergency circumstances at any time. If a military conflict or war arises, these individuals could be required to serve in the military for extended periods of time. Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or key employees or a significant number of our other employees due to reserve duty. Any disruption in our operations may harm our business.





Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained. Any losses or damages incurred by us could have a material adverse effect on our business.





Additionally, several Arab countries restrict business with Israeli companies and these restrictions may have an adverse impact on our operating results, financial condition or the expansion of our business. From time to time pro-Arab organizations in various locations around the world promote local boycotts of products from Israel. Prompted by political, religious or other factors, these and other restrictive laws or policies directed towards Israel and Israeli businesses may affect our financial condition and results of operations.





It will be extremely difficult to acquire jurisdiction and enforce liabilities against us, our officers and directors who are based in Israel.




We are organized under the laws of the State of Israel. The majority of our officers and present directors reside outside of the United States and most of our operations and assets, and the assets of these persons, are located outside the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties against us, our directors or our officers under Federal securities laws. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the Federal securities laws. It may also be difficult to enforce civil liabilities under United States federal securities laws in actions initiated in Israel.




11





Our international operations may be adversely affected by risks associated with international business.





We purchase food products from over 150 suppliers located around the world. Therefore, we are subject to certain risks that are inherent in an international business. These include, but are not limited to:




·
varying regulatory restrictions on sales of our products to certain markets and unexpected changes in regulatory requirements;




·
tariffs, customs, duties, quotas and other trade barriers;




·
difficulties in managing foreign operations and foreign distribution partners;




·
longer payment cycles and problems in collecting accounts receivable;




·
fluctuations in currency exchange rates;




·
political risks;




·
foreign exchange controls which may restrict or prohibit repatriation of funds;




·
export and import restrictions or prohibitions, and delays from customs brokers or government agencies;




·
seasonal reductions in business activity in certain parts of the world; and




·
potentially adverse tax consequences.




Depending on the countries involved, any or all of the foregoing factors could materially harm our business, financial condition and results of operations.




ITEM4.  INFORMATION ON THE COMPANY





A.
HISTORY AND DEVELOPMENT OF THE COMPANY




The Company 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. The Company's corporate headquarters and principal executive offices are located at 4 Nahal Harif Street, Northern Industrial Zone, Yavne 81106, Israel.  The Company's telephone number in Israel is +972 8-9321000, its fax number is +972-8-9321001, its e-mail address for communications is willi@willi-food.co.il and its Web site is www.willi-food.com.





In May 1997, the Company completed an initial offering to the public in the United States (the “Initial Public Offering”) of 1,397,500 units, each unit consisting of one ordinary share and one redeemable ordinary share purchase warrant.




In May 2001, the Company acquired all the shares of Gold Frost Ltd., which we refer to herein as Gold Frost, for NIS 336 thousand ($90 thousand). Gold Frost, which was registered in 1977 in Israel, is engaged in designing, developing and distributing frozen and chilled food products.




On March 9, 2006, the Company's subsidiary, Gold Frost, completed an initial issuance to the public on the London AIM market which yielded gross proceeds of NIS 36.5 million ($9.8 million).  Following this issuance, as of May 30, 2006, the Company held approximately 75.7% of Gold Frost's share capital.  During November 2007- January 2008, the Company purchased on the AIM market an additional approximately 14.3% of Gold Frost's share capital, reaching aggregate holdings of up to 90% of Gold Frost's share capital.





On May 20, 2008, a special general meeting of Gold Frost approved the cancellation of its ordinary share listing to the AIM Market of the London Stock Exchange.  The cancellation of Gold Frost's AIM admission took place on May 27, 2008. On July 27, 2009, the Company announced that it had successfully completed a tender offer for all of the issued and outstanding share capital of Gold Frost which was not already held by the Company. The Company paid an aggregate amount of approximately £370,430 ($619,198) for all such shares and depositary interests.




12




On March 17, 2010, the Company raised net proceeds of approximately a $19 million through a public offering of its ordinary shares.  The Company issued a total of 3,305,786 ordinary shares at a purchase price of $6.05 per share.





In September 2011, the Company initiated a share repurchase program permitting the Company to repurchase up to $5 million of the Company's ordinary shares over the period of twelve months as part of its ongoing consideration of alternative methods to take advantage of the Company's strong cash position.  In February 2012, in light of the global and Israeli economic situations, the Company terminated its repurchase program in order to focus its resources on developing its core business activity. From the inception of the repurchase program, the Company has purchased approximately $2.9 million of its ordinary shares.





On March 2, 2014, the Company announced an agreement between Mr. Zwi Williger and Mr. Joseph Williger and Emblaze Ltd. pursuant to which Mr. Zwi Williger and Mr. Joseph Williger agreed to sell their controlling stake (58%) in Willi-Food, our controlling shareholder, to Emblaze. This transaction is expected to be completed on or about May 4, 2014. See "Item 7. Major Shareholders and Related Party Transactions – 7A. Related Party Transactions".


CAPITAL EXPENDITURES




Our capital expenditures were $1.11 million, $0.91 million and $0.76 million for the three years ended December 31, 2013, 2012 and 2011, respectively. For more information, see "Item 4D. Property, Plants and Equipment".




B.
BUSINESS OVERVIEW




Overview




The Company is an Israeli-based company engaged, directly and through subsidiaries, in the development, import, export, marketing and distribution of a wide variety of over 600 food products world-wide. Most of the Company's sales are made in Israel with widespread demand in the Israeli marketplace, as well as products which cater to more select groups.




The Company purchases food products from over 150 suppliers located in Israel and throughout the world, including from the Far East (China, India, the Philippines and Thailand), Ethiopia, Eastern Europe (Poland, Lithuania, Bulgaria and Latvia), South America (Ecuador and Costa Rica), the United States, Canada, Western and Central Europe (the Netherlands, Belgium, Monaco, Germany, Sweden, Switzerland, Denmark, and France) and Southern Europe (Spain, Portugal, Italy, Turkey, Greece).




The Company's products are marketed and sold to approximately 1,500 customers in Israel and around the world (for example, to the Unites States, England and France), including to supermarket chains, wholesalers and institutional consumers. The Company markets most of its products under the brand name “Willi-Food,” and some of its chilled and frozen products under the brand name “Gold Frost.” Certain products are marketed under brand names of other manufacturers or under other brand names. In addition, the Company distributes some of its products on an exclusive basis, as described further below.




During the last five years, the Company has acquired controlling interests in several businesses and has formed joint ventures with other businesses. Some of these businesses were not successful and, accordingly, the Company sold them at prices similar to the original acquisition costs. One of these businesses (Shamir Salads) was sold by the Company in 2011 at 2.7 times of the original acquisition cost. The Company continues to re-evaluate its strategic position and to consider other business opportunities. As part of this re-evaluation, the Company also considers forming strategic alliances with or entering into different lines of business.




13





As of April 22, 2014, the Company’s principal shareholder, Willi-Food, held approximately 58.17% of the Company’s outstanding share capital. The primary assets of Willi-Food are the Company’s ordinary shares. See “Item 7. Major Shareholders and Related Party Transactions”. Willi-Food’s securities are traded on the Tel Aviv Stock Exchange.




Business Strategy




The Company’s business strategy is:




·
to promote the “Willi-Food” brand name and other brand names used by the Company (such as "Gold Frost" and "Tifeeret") and to increase market penetration of products  through marketing efforts and advertising campaigns;




·
to expand its current food product lines and diversify into additional product lines, as well as to respond to market demand;and




·
to expand the Company's activity in the international food markets, mainly in the U.S. and Europe.




·
Utilizing management’s expertise in identifying market demand and preferences, as well as its supplier sourcing abilities, the Company intends:




·
to continue to locate, develop and distribute additional food products, some of which may be new to Israeli consumers;




·
to penetrate new food segments within Israel through the establishment of food manufacturing factories or the establishment of business relationships and cooperation with existing Israeli food manufacturers;




·
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;




·
to further expand into international food markets, mainly in the U.S. and Europe, by purchasing food distribution companies, increasing cooperation with local existing distributors and/or exporting products directly to the customer; and




·
to penetrate new markets within the Middle East through the establishment of business relationships and cooperation 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 current sales volumes to the Palestinian administered areas are low.




Principal Products




We import, market and distribute a broad variety of over 600 food products.  These products are sold by us and by Gold Frost. A small percentage of our products are purchased from suppliers in Israel.




We aim to broaden the variety of products we import. We expect to launch additional new products into our product lines in the near future while continuing to develop new and innovative food products.




The principal products in the import segment product line are as follows:




·
Canned Vegetables and Pickles:  including mushrooms (whole and sliced), artichoke (hearts and bottoms), beans, asparagus, capers, corn kernels, baby corn, palm hearts, vine leaves (including vine leaves stuffed with rice), sour pickles, mixed pickled vegetables, pickled peppers, an assortment of black and green olives, filled olives, garlic, roasted eggplant sun and dried tomatoes. These products are imported primarily from China, Greece, Thailand, Turkey, India, and the Netherlands.




14




·
Canned Fish:  including tuna (in oil or water), sardines, anchovies, smoked and pressed cod liver, herring, fish paste and salmon. These products are primarily imported from the Philippines, Thailand, Greece, Germany and Sweden.




·
Canned Fruit:  including pineapple (sliced or pieces), peaches, apricots, pears, mangos, cherries, litchis and fruit cocktail. These products are primarily imported from China, Monaco, the Philippines, Thailand, Greece and Europe.




·
Edible Oils:  including olive oil, regular and enriched sunflower oil, soybean oil, corn oil and rapeseed oil. These products are primarily imported from Belgium, Turkey, Italy, the Netherlands and Spain.




·
Dairy and Dairy Substitute Products:  including hard and semi-hard cheeses (parmesan, edam, kashkaval, gouda, havarti, cheddar, pecorino, manchego, maasdam, rossiysky, iberico and emmental), molded cheeses (brie, camembert and danablu), feta, Bulgarian cubes, goat cheese, fetina, butter, yogurts, butter spreads, margarine, melted cheese, cheese alternatives, condensed milk, whipped cream and others. These products are primarily imported from Greece, France, Latvia, Denmark, Germany, Bulgaria, Italy, the United States and the Netherlands.




·
Dried Fruit, Nuts and Beans:  including figs, apricots and organic apricots, chestnuts organic chestnuts, sunflower seeds, sesame seeds, walnuts, pine nuts, cashews, banana chips, pistachios and peanuts. These products are primarily imported from Greece, Turkey, India, China, Thailand and the United States.




·
Other Products:  including, among others, instant noodle soup, frozen edamame soybeans, freeze dried instant coffee, bagels, breadstick, coffee creamers, lemon juice, halva, Turkish delight, cookies, vinegar, sweet pastry and crackers, sauces, corn flour, rice, rice sticks, pasta, organic pasta, spaghetti and noodles, frozen pizzas and pastries, ice cream, breakfast cereals, corn flakes, rusks, couscous, rusks, gnocchi, tortilla, dried apples snacks, chocolate bars and chocolate paste, tea, deserts (such as tiramisu and pastries), light and alcoholic beverages (such as ouzo, sangria and mohito), and "Green Cola" (a kosher carbonated soft drink naturally sweetened by stevia plants). These products are primarily imported from the Netherlands, Germany, Romania, Italy, Greece, Belgium, the United States, Scandinavia, Switzerland, China, Thailand, Turkey, India, and South America.




Products




The products that generated the largest sales volume for the year ended December 31, 2013 were dairy and dairy substitute products (26% of sales), canned vegetables (18% of sales) and edible oils (less than10% of sales).




The products that generated the largest sales volume for the year ended December 31, 2012 were dairy and dairy substitute products (26% of sales), canned vegetables (20% of sales) and edible oils (10% of sales).




The products that generated the largest sales volume for the year ended December 31, 2011 were chilled salads (22% of sales), dairy and dairy substitute products (21% of sales) and canned vegetables (16% of sales).




The allocation mentioned above does not include the product line "Other Products" in the Import segment, as this product line includes products that have no characteristic definition.




Most of the products that we import and market are approved as kosher by, and/or under the supervision of, various supervisory institutions including the Chief Rabbinate of Israel, Badatz Edah HaChareidis, Chug Chatam Sofer, certain Jewish organizations administering Kashrut procedures and certifications (such as the Union of the Orthodox Jewish Congregation of America (referred to as OU), Badatz Igud Harabanim Manchester, OK, Circle K and Triangle K) and rabbis of local Jewish congregations abroad.    See “Government Regulation”.




15




Our products are packaged by various manufacturers and suppliers abroad and labeled with Hebrew, English and, in certain cases, Arabic and Russian labels, in accordance with our instructions and requirements and in accordance with applicable law. See “Government Regulation”.




Suppliers




We purchase food products from over 150 suppliers, including suppliers located in Israel, the Far East (China, India, the Philippines and Thailand), Ethiopia, Eastern Europe (Poland, Latvia, Lithuania and Bulgaria), South America (Ecuador and Costa Rica), the United States, Canada and in Western, Northern and Southern Europe (Sweden, Denmark, Greece, Monaco, the Netherlands, Italy, Monaco, Portugal, Spain, Belgium, Germany, France, Turkey and Cyprus).




In addition, we actively maintain contact with our suppliers world-wide through which we assess, on an on-going basis, world market trends, fluctuations in prices, and other issues relevant to our business. Our management and personnel visit food trade fairs world-wide on a regular basis and endeavor to create new business relationships with potential suppliers.




Certain of the products we import are seasonal agricultural products, such as artichokes, cherries, mushrooms and peaches. In order to ensure a continued supply of these seasonal items, we generally make arrangements with the producers of such products at the beginning of the season for the terms of purchase of such items for the upcoming year.




A substantial portion of our purchases from suppliers outside of Israel is made in U.S. Dollars (such as purchases from the Far East, the United States, South America and certain European countries) with the remaining purchases usually made in Euros and other foreign currencies (e.g., Swedish Kronas and Swiss Francs). Supply is generally made to us against letters of credit for a period of up to 90 days.




We are not dependent on any given supplier for the majority of our products. We purchase most of our products from several suppliers. We are dependent on one source of supply - Arla from Denmark - with respect to a large part of our dairy and dairy substitute products. A distribution agreement between us and Arla grants us an exclusive and non-transferable right to market and distribute cheese and butter products manufactured by Arla and its affiliated companies in Israel. Our exclusivity is subject to our purchase of certain minimum quotas of Arla products. The agreement was signed in March 2005 for a period of five years. In July 2007, the agreement was extended for a period of 10 years from March 2005 and is renewable automatically for a further period of five years, unless notice of termination is provided by either party. Arla has the right to terminate the agreement on three months' notice under certain circumstances, including in the case of the death or permanent incapacity of Zwi Williger or his ceasing to be involved in our business, or if we fail to satisfy the minimum purchase requirements under the agreement.




We do not generally enter into written agency or other agreements with our suppliers. However, we have written agreements with 24 foreign suppliers that confirm our exclusive appointment as the sole agent and/or distributor of such suppliers, either with respect to a specific product or with respect to a line of products, within the State of Israel. These exclusivity rights have generally been granted for periods of 12 – 36 months and are automatically extendable unless terminated by either party upon prior notice, and in certain cases are conditioned upon our compliance with certain minimum purchase requirements. The suppliers from which we received such written agreements accounted for 27% and 38% of our purchases in 2013 and in 2012, respectively. In a few instances we did not fulfill the minimum purchase requirements of such agreements, but no supplier has ever terminated its agreement with us due to our failure to comply with such minimum purchase requirements. Our purchases are not motivated by a desire to meet such minimum purchase requirements, and the considerations in purchasing products from these suppliers are identical to those for purchasing from other suppliers.




In 2013, no single supplier, including Arla, accounted for more than 10% of our total purchases. In 2012, Arla accounted for 13% of our total purchases. The average volume of our credit balance with our suppliers in 2013 was NIS 22.0 million (US$ 6.3 million) consisting of 30 days of suppliers credit on average, in 2012 it was NIS 26.2 million (US$ 7.5 million) consisting of 42 days of suppliers credit on average and in 2011 it was NIS 38.4 million (US$ 11.1 million) consisting of 58 days of suppliers credit on average.




16




Customers




The Company's products are marketed and sold to approximately 1,500 customers throughout Israel and outside of Israel.




The Company's customers generally fall within one of the following two groups:




·
large retail supermarket chains in the organized market, and




·
private supermarket chains, mini-markets, wholesalers, manufactures, institutional customers, governmental customers and the customers in the Palestinian Authority, referred herein as the "private sector".




The first group of customers above includes the largest Israeli supermarket chains in the organized market in Israel, including: (i) Shufersal Ltd. (including the chains: Shufersal Deal, Shufersal Deal Extra, Shufersal Sheli, Shufersal, Yesh Bashcuna, Yesh Heshed and Shufersal Express); (ii) Mega Retail Ltd. (which also includes Mega, MegaBool, Mega in the City, You and Zol B'Shefa); and (iii) Co-Op Israel (which also includes Co-Op Shop, Mister Zol and Pashut Zol). The Company contracts with the supermarket chains in the organized market through the buyers in the head office of the supermarket chain, and then the Company receives orders from the supermarket chain's logistics center or directly from their stores. Merchandise is then delivered directly to each branch or to the supermarket’s chain distribution centers.




The second group of customers above includes private supermarket chains, mini-markets, wholesalers, food manufacturers, institutional consumers, such as catering halls, hotels, hospitals, food service companies and food producers, governmental customers such as the Israeli Ministry of Defense, as well as customers in the Palestinian Authority.




The Company's sales by customer group for the years ended December 31, 2013 and 2012 are as follows:




Percentage of Total Sales

Year Ended December 31Customer Groups

2013


2012Supermarket chains in the organized market


33
%


33
%Private supermarket chains, mini-markets, wholesalers, manufacturers, institutional consumers, governmental customers and customers in the Palestinian Authority


67
%


67
%100
%


100
%





The Company's largest customer (Shufersal Ltd., a supermarket chain in the organized market) accounted for 19% and 17% of the Company's sales in 2013 and 2012, respectively. The Company's second largest customer (Mega Retail Ltd. (Blue Square), a supermarket chain in the organized market) accounted for 12% and 15% of the Company's sales in 2013 and 2012, respectively.




The loss of these major customers would 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.




We agreed to pay the large supermarket retail chains in the organized market incentives to purchase our products, which are calculated as a fixed percentage of our annual sales to such customer. Other incentives include penetration discounts for sales of our new products, shelf stocking fees, limited discounts for opening of new branches that sell our products and payments for participation in our product advertisements. The above mentioned incentives vary among customers and are usually awarded as part of a written annual framework agreement.




These incentives are generally paid at the beginning of each year with respect to the previous year’s sales. These 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 these commitments are not evidenced in written agreements.




17




Our engagements with private sector customers are not subject to any exclusivity provisions or framework agreements, and they have no specific terms. Prior to any engagement with a potential private sector customer, we examine the financial stability of such potential customer and determine the extent of credit and period of time for which such credit will be granted.  Most private sector customers are required to deposit securities as collateral (personal and/or bank guarantees as well as post-dated checks). Some of the customers in this sector (mainly private supermarket chains and wholesalers) are also awarded incentives to purchase our products based on the increase in volume of sales in excess of agreed-upon amounts, or incentives calculated as a fixed percentage of the annual sales to such customer. Other incentives include penetration discounts for sales of our new products, shelf stocking fees, limited discounts for opening of new branches that sell our products and payments for participation in our product advertisements.




The average aggregate debit balance of the Company's customers with the Company in 2013 was NIS 80.2million (USD 23.1million) and the average time period within which our accounts receivable were paid was 74 days, in 2012 it was NIS 66 million (USD 19 million) and the average time period within which our accounts receivable were paid was 72 days and in 2011 it was NIS 81.6 million (USD 23.5 million) and the average time period within which our accounts receivable were paid was 76 days.




In the event that a customer in the private sector does not respect its financial commitments, the Company may elect to foreclose on the collateral or the promissory note given by such customer. Since 2008, the Company has made no significant use of this foreclosure power.   The Company strives to minimize its credit risks by constantly reviewing the credit it extends to customers versus the security it receives. As a result, the Company has ceased selling products to certain customers and considerably reduced sales to other customers, and may continue to do so.




The Company's bad debt expenses (income) for the years ended December 31, 2013, 2012 and 2011 were to NIS 342 thousand (USD 98.5 thousand), NIS 11 thousand (USD 3 thousand) and NIS 109 thousand (USD 31.4 thousand), respectively.




Distribution, Marketing and Sales




The Company principally distributes and markets its products on its own. The Company markets its products via internal sales agents, though in cases of sales of certain products to clients situated in different areas of Israel, the Company distributes products through external distributors, with whom it does not have exclusivity agreements, which transport the Company's products to its customers,.




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 post-dated promissory notes at least one month prior to the date of the expected payment. The Company 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.




Sales are made by the placement of customers’ orders (except for part of the dairy and dairy substitute products), which are directed to the Company’s regional office and placed by the sales personnel or directly by the customers. Orders are delivered by the Company’s transport network (including two freezing trucks, five refrigeration trucks, three regular trucks and eight combined trucks) and by independent transporters.  In certain cases, the Company transports products directly from port to customers, utilizing the services of independent transporters. In some instances, the Company transfers the merchandise to the logistics centers of the supermarket chains, and the supermarket chains themselves are responsible for the distribution of the merchandise to their chain stores for a commission charged to the Company.




18




The sale of most of the dairy and dairy substitute products is performed by “van sale” sales agents using small terminals. The sales agents supply these products immediately from the stock of products in the refrigeration trucks in which they travel.




Some of the marketing and distribution to institutional clients in the private sector (such as hotels, police, prisons, the Ministry of Defense and "kibbutz" collective settlements) is done by winning tenders, direct distribution or by wholesalers.




With imported products, the Company generally holds an inventory of products which the Company believes to be sufficient to meet market requirements for a period of up to 76 days. Occasionally, the Company may take advantage of low priced merchandise and purchase larger amounts than usual of a product with long shelf life. In those cases, the inventory may be sufficient to meet market requirements for more than 90 days. Products ordered by customers in full container loads are generally forwarded directly to the customers’ facilities without being stored in the Company’s facilities. The Company does not regularly maintain a significant backlog of orders from customers; orders received by customers are generally filled within one week. The Company’s inventory as of December 31, 2013 amounted to NIS 54.0 million (USD 15.6 million) compared with NIS 49.3 million (USD 14.2 million) as of December 31, 2012.




The Company also 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. 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. Within the framework of these festivals, the Company imports a wide variety of products which include pastries, vegetables, jams, cheese, fish, and dairy products, as well as other food products typical to the culture and/or cuisine of such festival.




The Company maintains close contact with its consumers in an effort to be attentive to market needs, market trends, and demand for certain products in various markets. The Company also regularly gathers information on new products manufactured world-wide, including by attending food exhibitions and maintaining close relations with manufacturers and suppliers world-wide.




The Company is responsible for the products it markets in Israel under the Israeli Law of Defective Products, 1980, and it has also purchased an insurance policy for product liability.




Seasonality




Each year as the Passover and Rosh Hashana holidays approach, the Company usually increases its inventories in order to provide a fast response to the market's demand.  Usually there is an increase in the Company’s sales prior to the Rosh Hashanah holiday (celebrated in September-October) and the Pesach (Passover) holiday (celebrated in March-April). Despite the impact of the holiday season on the Company’s activities, the Company’s quarterly sales are not materially affected as a result of these holiday seasons.




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 both from local manufacturers, as well as from a number of importers of food products. The food market in Israel is very price sensitive.




For each of the categories of products distributed by the Company, there exists competition by dozens of local manufacturers as well as from other importers. The barriers to entry in the food market are low, and new potential competitors are constantly joining the market. 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 offering in the same lines of products as the Company.




For example, certain of the products imported by the Company, such as canned fish, corn flakes, edible oils, certain pickles, olives, pasta, cereal, sweet pastry and crackers and certain dairy products, are also produced by local manufacturers in Israel. Local producers are not subject to the financial risks of importing food products or to governmental policies regarding taxation of imported food products to which the Company is subject.




19




To the Company's knowledge, several of its competitors (Shemen, Taaman and Solbar with respect to edible oils, Fodor (Starkist and Yona), Posidon and Williger of the Neto Group, Filtuna, the new Vita Pri HaGalil and Shastowits with respect to fish products, the new Vita Pri HaGalil, Yachin-Zan laKol, Williger of the Neto Group, and Johnson with respect to canned vegetable and canned fruit products, Osem, Barila, the new Vita Pri HaGalil, Williger of the Neto Group and Tomer with respect to pasta products, Tnuva, Tara, Strauss, Seyman, Gad Dairy and Meshek Zuriel with respect to dairy and dairy substitute products, Strauss, Nestle, Ben & Jerry's, General Miles (Haagen Dazs) and Feldman with respect to ice cream, for example) 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 reduces prices, the Company would experience significantly more competitive pressure and a decrease in profitability. 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 be adversely impacted.




The Company's management does not have precise information regarding the extent of the import of food products to Israel. However, it believes the Company is currently one of the leading companies in Israel in its line of products.




The Company endeavors to compete by reacting to the availability of competitor products, their prices, offers for performing transactions and business opportunities while diversifying sources of supply and setting product prices according to changing market conditions.




Intellectual Property Rights




The Company markets certain products under the trademark “Willi-Food,” which was approved for registration in Israel in May 1997 for certain uses relating to the food industry. In 2001, the trademark's validity was extended for an additional fourteen years (until 2015). The Company markets certain products under the trademark “Gold-Frost,” which was registered in Israel in February 2002.




The Company also markets cheeses and cheese substitutes such as "SAY CHEESE", which was registered in Israel in July 2012, "EMMA", which was submitted for registration in May 2013, "Habulgaria", which was registered in Israel in February 2009, and pizza under the trademark "Pizza Top", which was registered in Israel in September 2002. In February 2006, the Company entered into an agreement with Gold Frost under which the Company assigned to Gold Frost all its rights, title and interest in the trademark "Pizza Top".




The Company also markets certain products under the trademark "Gold Food", which was registered in Israel in November 2002 for different uses in the food industry.




The Company also markets breakfast cereals under the trademark "Bubbles", which was registered in Israel in December 2006, markets snacks under the trademark "Krisponim," which was registered in Israel in January 2007, and markets frozen edamame soybeans under the trademark "Manchow," which was registered in Israel in June 2007.




The Company also markets sardines under the trademark "Selective", which was registered in Israel in February 2009 for different uses in the food industry.




The Company also markets a line of products with kosher supervision by Badatz Edah HaChareidis under the trademark "Tifeeret", which was registered in Israel in September 2010 for different uses in the food industry.




The Company also markets pasta and sauces under the trademark "Donna Rozza," which was registered in Israel in August 2005 for different uses in the food industry.




Other products marketed by the Company under their original brand name are “Completa”, "Raskas", "Del Monte", "Danesita", "Nobeleza Gaucha", "Hazer Baba", "Sera", "Daawat", "Zanetti", "Ferro", "Hahne", "Arla", "Pasta Mia", "Gelato", ICHOC", "Castello" and "Lurpak". The Company imports several products for the Shufersal chain under the brand name “Shufersal”. The Company also imports several products for the Mega retail chain under the brand "Mega".




20




There can be no assurances as to the degree of protection registration of the Company’s trademarks will afford.




The Company also owns five trademarks which are not currently used.




The Company's investment in registering these trademarks was insignificant.




Government Regulation




The import, export, storage, distribution, manufacturing, 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, the Ministry of Finance and the Ministry of Economy (formerly known as the Ministry of Industry, Trade and Labor). We are required to maintain our distribution processes, as well as the products imported and manufactured by us, in conformity with all applicable laws and regulations. Failure to comply with these applicable laws and regulations could subject us 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 us. We believe that we comply in all material respects with the above-mentioned requirements. To the extent that the Company exports food products outside of Israel, we may be subject to quotas and other laws and regulations of the country to which we export which may limit our ability to sell certain of our food products into these countries.




In 1978, the Israeli government issued the free import decree, which exempts the import of most food products from the requirement to acquire a license. However, preliminary permits from the Ministry of Health or the Ministry of Agriculture are still required. These preliminary permits are granted based on laboratory analysis reports and other data.




Customs duties and charges are levied on a portion of the Company’s products imported into Israel. In addition, the Company is required to obtain import licenses for the import of certain food products from the Ministry of Economy (formerly known as the Ministry of Industry, Trade and Labor). The Company has also obtained the necessary authorization required by the Ministry of Health (Food Authority) for the import of all of its 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 was required to pay an immaterial amount of fines.




In June 2011 a national protest began against the rise of prices of dairy products in Israel. This protest stirred the dairy industry, and the government formed a committee to discuss the issue of non-competition in the Israeli dairy market. Accusations were made between dairy product manufacturers and the supermarket chains regarding responsibility for the increase in prices, but eventually prices of dairy products were reduced. In July 2011, the movement evolved from the dairy products protest to a tent city in Tel Aviv protesting the cost of housing, and a broad populist movement against the relatively high cost of living in Israel. As a result of a mass demonstration in the beginning of August 2011 gathering 300,000 demonstrators, or 4% of the Israeli population, the Israeli government announced the creation of a committee of experts and ministers leaded by Prof. Manuel Trajtenberg, former national economic adviser, to study the protesters' demands and to formulate a plan to deal with the burden on the middle class. In September 2011, the Trajtenberg committee submitted it recommendations on socioeconomic change and the Israeli cabinet approved them in October 2011. Among of the committee's recommendations was a proposal to lower certain customs duties on imported food products. As result of that, the Company and its subsidiaries received various permits from late 2011, though 2013 to import various hard chesses with reduced customs duties. In addition custom duties on several other products imported or potentially imported by the Company were significantly reduced during 2013 and the beginning of 2014. For more information, see "Item 5. Operating and Financial Review and Prospectus – 5D. Trend Information".




21




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 Chief Rabbinate of Israel, Chug Chatam Sofer, Badatz Edeh HaChareidis, certain Jewish organizations administering Kashrut procedures and certifications (such as the Union of the Orthodox Jewish Congregation of America (OU), Badatz Igud Harabanim Manchester, OK, Circle K and Triangle K.) 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 bear 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. The expenses for obtaining the kosher approval are relatively low.




C.
ORGANIZATIONAL STRUCTURE




The Company’s principal shareholder, Willi-Food, as of April 22, 2014, held approximately 58.17% of the Company’s outstanding share capital. The primary assets of Willi-Food are the Company’s ordinary shares. Willi-Food was established on November 27, 1992 and its securities have been traded on the Tel Aviv Stock Exchange since January 1993.




The Company, as of April 22, 2014, had seven active subsidiaries and one non-active subsidiary:




Subsidiary

Jurisdiction of Organization

Company's Ownership InterestW.F.D. (import, marketing and trading) Ltd. ("W.F.D")

Israel

100%Gold Frost Ltd.

Israel

100%Gold Frost subsidiaries:Willi-Food Quality Cheeses Ltd.

Israel

100%Gold Frost Cheeses World Ltd.

Israel

100%Gold Cheeses Ltd.

Israel

100%Cheeses Farm Ltd.

Israel

100%Willi-Frost Ltd.

Israel

100%WF Kosher Food Distributors Ltd. ("WF") – Non-Active

USA

100%





The offices of our active wholly owned subsidiaries are located in Yavne, Israel, at the offices of the Company.




Gold Frost




In May 2001, the Company acquired all the shares of Gold Frost in. Gold Frost, which was registered in 1977 in Israel, is engaged in designing, developing and distributing frozen and chilled food products. 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. Gold Frost distributes over 100 products, usually packed for private consumers (in cans, jars, containers and plastic sealed and vacuumed packages), but also for institutional consumers and labeled in Hebrew, English, and in certain cases, Arabic and Russian. Gold Frost markets certain products under the trademarks “Gold Frost” and “Willi-Food” which are registered in Israel. Gold Frost is working towards broadening the variety of products that it develops and distributes. The mission of Gold Frost is to develop low fat, low cholesterol dairy chilled and frozen products aimed at the kosher and health conscious consumer market.




On February 28, 2006, a relationship agreement between Gold Frost, the Company and others was signed, defining the relationship between the two companies.




22




W.F.D.




Since November 1995, the Company incorporated a wholly-owned subsidiary, W.F.D.  The Company occasionally imports certain products through this subsidiary, which then 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 from them.




Willi-Food Quality Cheeses




In September 2011, Gold Frost established Willi-Food Quality Cheeses. Gold Frost occasionally imports certain products through this subsidiary, which then sells these products to the Company. Willi-Food Quality Cheeses has no assets, facilities or obligations, other than those amounts owed to suppliers overseas with respect to products purchased from them.




Gold Frost Cheeses World




In September 2011, Gold Frost established Gold Frost Cheeses World. Gold Frost occasionally imports certain products through this subsidiary, which then sells these products to the Company. Gold Frost Cheeses World has no assets, facilities or obligations, other than those amounts owed to suppliers overseas with respect to products purchased from them.




Gold Cheeses




In September 2011, Gold Frost established Gold Cheeses. Gold Frost occasionally imports certain products through this subsidiary, which then sells these products to the Company. Gold Cheeses has no assets, facilities or obligations, other than those amounts owed to suppliers overseas with respect to products purchased from them.




Cheeses Farm




In September 2011, Gold Frost established Cheeses Farm. Gold Frost occasionally imports certain products through this subsidiary, which then sells these products to the Company. Cheeses Farm has no assets, facilities or obligations, other than those amounts owed to suppliers overseas with respect to products purchased from them.




Willi-Frost




In September 2011, Gold Frost had established Willi-Frost. Gold Frost occasionally imports certain products through this subsidiary, which then sells these products to the Company. Willi-Frost has no assets, facilities or obligations, other than those amounts owed to suppliers overseas with respect to products purchased from them.




D.
PROPERTY, PLANTS AND EQUIPMENT




The Company's principal executive offices are situated at a logistics center in the northern industrial zone of Yavne, at 4 Nahal Harif St., Israel, 35 km south of Tel Aviv. In August 2005, the Company purchased the land on which its current logistics center is located from Titanic Food Ltd. ("Titanic”), a private Israeli company controlled by Messrs. Joseph Williger, the Company's President and a director, and Zwi Williger, the Company's Chairman of the Board, at the same price that it was purchased by Titanic. The logistics center is 8,600 square meters (approximately 77,400 square feet) and is located on a plot of 19,000 square meters (approximately 171,000 square feet). The current logistics center replaced the previous logistics center, located nearby, which the Company leased from Titanic. The current logistics center was financed mainly by the funds that were raised in a private placement in October 2006.




Before the transition to the current logistics center, the Company made greater use of so-called "free" warehouse services, mainly in the area of the Ashdod seaport. The Company was charged only for storage per container (i.e., there was no charge for rental when containers were not stored there). The Company's expenses for usage of free warehouses services in the years 2013 and 2012 – NIS 1,110 thousand (USD 319.8 thousand) for the year ended December 31, 2013 and NIS 234 thousand (USD 67.4 thousand) for the year ended December 31, 2012. The increase in cost of using "free" warehouse services in fiscal 2013 compared to fiscal 2012 was primary due to increased activity in chilled and frozen products . The expenses of these services for the year ended December 31, 2011 were NIS 273 thousand (USD 78.7 thousand).




23




As of December 31, 2013, the Company owned two freezing trucks, five refrigeration trucks (each with a capacity of 7.5 to 12 tons), three regular trucks (each with a capacity of 15 to 27 tons) and nine combined trucks (each with capacity of 12 to 27 tons).




Since January 22, 2008, the Company has been operating the Yavne facility under a municipal business license as required under Israeli applicable law. The license has been granted permanently.




The total investment  in the new logistics center (including the land which the Company purchased from Titanic) until December 31, 2013 amounted to NIS 46.6 million (USD 13.4 million).




ITEM4A. UNRESOLVED STAFF COMMENTS




Not applicable.




ITEM5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS




Overview





The following discussion and analysis should be read in conjunction with the consolidated financial statements of the Company and the related notes thereto submitted in this Annual Report. The Company's financial statements as of December 31, 2013 and for the year then ended have been prepared in accordance with IFRS and interpretations issued by the IASB, which differ in certain respects from U.S. Generally Accepted Accounting Principles, or U.S. GAAP. In accordance with the instructions of the Israeli Accounting Standard No. 29, “Adoption of International Financial Reporting Standards (IFRS)”, which was published in July 2006, we adopted IFRS as issued by the IASB, with effect from January 1, 2008, based upon the guidance in IFRS 1, "First-time adoption of IFRSs", and have prepared our financial statements according to IFRS. Following our adoption of IFRS, as issued by the IASB, we are no longer required to reconcile our financial statements prepared in accordance with IFRS to U.S. GAAP.




The Company is engaged, directly and through its subsidiaries, in the design, import, marketing and distribution of a broad range of food products purchased from over 150 suppliers worldwide and marketed throughout Israel and abroad. The products imported by the Company are marketed in Israel and sold to approximately 1,500 customers, including supermarket chains, mini-markets, wholesalers, manufacturers and institutional consumers. The Company also sells its products outside Israel to a variety of customers world-wide.




The Company was incorporated in Israel in January 1994 and commenced operations in February 1994.




Since mid 2009, the Israeli market began to recover from the global economic recession that took place at the end of 2008 and in the beginning of 2009. Since then, there have been signs of improvement in some economic indicators (for example – raw commodity, consumption per person, commodity per person, etc.). In mid 2011, nationwide protests developed against the high cost of living in Israel, including the cost of dairy products. The outcome of this protest was a decrease in our sales and profit between mid-2011 to mid-2012.




The Company believes that it successfully coped with the global economic slowdown and the changes in the economic environment that affected the Company's local market as well as its customers. The Company also believes that the measures that it took, including expanding its product lineup, introducing new products, increasing sales of higher margin products and adjusting the sale prices of its products to consumers in accordance with product prices of the Company's suppliers, has positioned the Company for future growth.   The Company remains focused on maximizing long-term profitability and believes that it will continue to benefit from a multi-channel approach and broad kosher product base that addresses a consumer trend toward more health-conscious food choices. The Company will continue to focus on controlling expenses and import costs to keep its prices competitive.




24




The U.S. remains a strategic region of interest for the Company. The Company's strategy is to leverage its global supplier relationships and expertise in product development and to capitalize on the growing demand for innovative kosher products for both kosher and health minded consumers in the U.S. The Company believes that the health benefits associated with a lack of animal fats in some of its dairy products (as a result of maintaining its kosher certifications) makes its products attractive to consumers looking for better tasting, low-cholesterol and low-fat alternatives.




For convenience purposes, the financial data for the years ended December 31, 2013, 2012 and 2011 has been translated into U.S. Dollars using the representative exchange rate. This rate as of December 31, 2013 was NIS 3.471 = USD 1.00.




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 IFRS as issued by the IASB for all reporting periods presented. The use of IFRS Standards 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, among other things, assessing the collectability 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 introductions of new products, all of which may impact future ability to value the Company’s assets.




The following critical accounting policies may affect significant judgments and estimates used in the preparation of the consolidated financial statements.




1.
Revenue Recognition




Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. The main revenue of the Company is generated from the sale of goods that is recognized when all of the following conditions are satisfied:




·
The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;


·
The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;


·
The amount of revenue can be measured reliably;


·
It is probable that the economic benefits associated with the transaction will flow to the entity; and


·
The costs incurred or to be incurred in respect of the transaction can be measured reliably.




Interest revenue




Interest revenue is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.




Dividend revenue




Dividend revenue from investments is recognized when the shareholder’s right to receive payment has been established.




Allowance for customer returns




In determining the accrual for customer returns, management considers past experience for each specific type of the product.




25




Allowance for rebates and other credits




Customer returns, rebates and other credits are deducted from revenues. Customer returns and rebates are part of the Company's normal course of business. The Company assesses the expected customer returns and rebates according to specific information in its possession and its past experience in similar cases. According to IAS 18, these provisions are reduced from the Company's revenues.




2.
Inventories




Inventories are assets held for sale in the ordinary course of business, in the process of production for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of services.




Inventories are stated at the lower of cost and net realizable value. Cost of inventories includes all the cost of purchase, direct labor, fixed and variable production over heads and other cost that are incurred, in bringing the inventories to their present location and condition.




Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale.




3.
Useful lives of property, plant and equipment




The management of the Company reviews the estimated useful lives of property, plant and equipment at the end of each annual reporting period in order to determine the amount of depreciation expense to be recorded. The useful life of an asset is estimated at the time the asset is acquired based on historical experience, the expected usage, wear and tear of the asset. Changes in industry conditions may cause the estimated period of use or the value of these assets to change. We perform periodic reviews to confirm the appropriateness of estimated economic useful lives for each class of fixed assets. These factors could cause management to conclude that impairment indicators exist and require that impairment tests be performed, which could result in management determining that the value of long-lived assets is impaired, resulting in a write-down of the long-lived assets. For the two years ended December 31, 2013, no changes in assets useful lives were recorded.




4.
Deferred taxes




Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.


The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
 
 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
 
 Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.


26




5.
Severance pay




The current value of the Company's obligation in respect of severance pay is based on actuarial assumptions, including discount rate (which is based on the discount rate of government bonds)  market conditions, .etc. The actuarial assumptions are based on the information provided by the management of the Company regarding expected rate of termination, employee's insurance policies payments and probability for compensation payments. Any change of the assumptions given by the management of the Company may change the book value of the Company's obligation in respect of severance pay and could affect our future results of operations.




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

December 31, 2013


Year Ended

December 31, 2012


Year Ended

December 31, 2011Revenues


100
%


100
%


100
%Cost of Sales


75.10
%


75.90
%


76.66
%Gross Profit


24.90
%


24.10
%


23.34
%Selling Expenses


10.45
%


10.09
%


10.39
%General and Administrative Expenses


5.78
%


5.83
%


6.57
%Other (Income)


(0.02
)%


(0.02
)%


(0.09
)%Operating profit


8.69
%


8.19
%


6.46
%Financial Income, Net


3.61
%


2.90
%


0.44
%Profit before taxes on income


12.30
%


11.09
%


6.90
%Taxes on income


2.83
%


2.71
%


1.48
%Profit from continuing operations


9.47
%


8.38
%


5.43
%Profit  from discontinued operations


-



-



1.58
%Profit for the year


9.47
%


8.38
%


7.00
%Attributable to:Owners of the Company


9.47
%


8.38
%


6.92
%Non-controlling interest


-



-



0.08
%Net Income


9.47
%


8.38
%


7.00
%





Year Ended December 31, 2013 Compared With Year Ended December 31, 2012




Revenues.  Revenues for fiscal 2013 increased by NIS 49,523 thousand (USD 14,268 thousand), or 17.3%, to NIS 336,032 thousand (USD 96,811 thousand) from NIS 286,509 thousand (USD 82,544 thousand) recorded in fiscal 2012.





The increase in revenues in fiscal 2013 compared to fiscal 2012 was primarily due to increased marketing efforts, increased awareness and growing demand from domestic and international customers for the Company's quality kosher products and introduction of new products in 2011-2012. In addition, and as a consequence of the national protest in Israel in 2011 against the high cost of living and the cost of food products, the Company gained from a shift in behavior in Israel, as cost-conscious consumers recognized its products as a viable alternative to higher-cost leading brands.




27





Cost of Sales.  Cost of sales for fiscal 2013 increased by 16.04% to NIS 252,355 thousand (USD 72,704 thousand), or 75.1% of revenues, from NIS 217,468 thousand (USD 62,653 thousand), or 75.9% of revenues recorded in fiscal 2012. The increase in cost of sales in fiscal 2013 compared to fiscal 2012 was primary due to the increase in sales.





Gross Profit.  Gross profit for fiscal 2013 increased 21.2% to NIS 83,677 thousand (USD 24,107 thousand), or 24.9% of revenues, from NIS 69,041 thousand (USD 19,891 thousand), or 24.1% of revenues recorded in fiscal year 2012.  The increase in gross profit and gross margins in fiscal 2013 compared to fiscal 2012 was primary due to a favorable mix of product revenue during 2013 as sales of higher gross margin products increased faster than sales of lower gross margin products.




Selling Expenses.  Selling expenses for fiscal 2013 increased by 21.49% to NIS 35,130 thousand (USD 10,121 thousand), or 10.45% of revenues, from NIS 28,915 thousand (USD 8,330 thousand), or 10.1% of revenues recorded in fiscal 2012.




The increase in selling expenses was primarily due to selling promotions activities and due to the increase in fiscal 2013 revenues compared to fiscal 2012 revenues and was comprised of an increase of NIS 3,221 thousand (USD 928 thousands) in sales and promotion expenses activities in fiscal 2013 to NIS 10,419 thousand (USD 3,002 thousand) from NIS 7,198 thousand (USD 2,074 thousand) in fiscal 2012, and an increase of NIS 2,831 thousand (USD 815 thousand) in logistic and maintenance expenses in fiscal 2013 to NIS 16,193 thousand (USD 4,665 thousand) from NIS 13,362 thousand (USD 3,850 thousand) recorded in fiscal 2012.





General and Administrative Expenses. General and administrative expenses for fiscal 2013 increased by 16.11% to NIS 19,408 thousand (USD 5,591 thousand), or 5.78% of revenues, from NIS 16,715 thousand (USD 4,816 thousand), or 5.83% of revenues recorded in fiscal 2012.





The increase in general and administrative expenses was mainly attributed to an increase of NIS 1,063 thousand (USD 306 thousand) in management profit-related bonuses expenses in fiscal 2013 to NIS 4,592 thousand (USD 1,323 thousand) recorded in fiscal 2013 from NIS 3,529 thousand (USD 1,017 thousand) recorded in fiscal 2012, an increase of NIS 480 thousand (USD 138 thousand) in salaries and professional fee expenses in fiscal 2013 to NIS 11,036 thousand (USD 3,179 thousand) recorded in fiscal 2013 from NIS 10,556 thousand (USD 3,041 thousand) recorded in fiscal 2012 and an increase of NIS 351 thousand (USD 101 thousand) in bad and doubtful debts expenses in fiscal 2013.





Other Income.  Other income for fiscal 2013 amounted to NIS (54)thousand (USD 16thousand), compared to NIS 46 thousand (USD 13thousand) recorded in fiscal 2012.  Other income for the both fiscal 2013 and fiscal 2012 mainly comprised of capital gains on sales of fixed assets such as used vehicles and trucks.





Operating Profit.  Operating profit for fiscal 2013 increased by NIS 5,736 thousand (USD 1,653 thousand), or by 24.45% to NIS 29,193 thousand (USD 8,411 thousand), or 8.69% of revenues, from NIS 23,457 thousand (USD 6,758 thousand), or 8.2% of revenues recorded in fiscal 2012.





Financing Income, Net.  Financing income, net, for fiscal 2013 increased by 46.06% to NIS 12,132 thousand (USD 3,496 thousand) compared to NIS 8,306 thousand (USD 2,393 thousand), recorded in fiscal 2012.





Financing income for fiscal 2013 primarily included a gain from marketable securities of NIS 10,363 thousand (USD 2,986 thousand) compared to a gain from marketable securities of NIS 4,034 thousand (USD 1,162 thousand) recorded in fiscal 2012, and interest income from short-term deposits and from marketable debentures held for trading of NIS 2,195 thousand (USD 633 thousand) recorded in fiscal 2013 compared to NIS 2,668 thousand (USD 769 thousand) recorded in fiscal 2012.





Financing expenses for fiscal 2013 primarily included bank fees of NIS 455 thousand (USD 131 thousand) and foreign currency differences of NIS 351 (USD 101 thousand) compared to bank fees of NIS 363 thousand (USD 105 thousand) recorded in fiscal 2012.




28





Profit before taxes on income.  Profit before taxes on income for fiscal 2013 increased by NIS 9,562thousand (USD 2,755thousand), or by 30.1% to NIS 41,325 thousand (USD 11,907 thousand) from NIS 31,763 thousand (USD 9,151 thousand) recorded in fiscal 2012.





Taxes on Income.  Taxes on income for fiscal 2013 increased by 22.69% to NIS 9,517 thousand (USD 2,742 thousand) from NIS 7,757 thousand (USD 2,235 thousand) recorded in fiscal 2012. The increase in taxes on income in fiscal 2013 compared to fiscal 2012 was attributable to an increase in income before taxes. The tax on the capital gain resulted from the sale of the Company's holding in Shamir Salads in December 2011 is included in the Profit from discontinued operations for fiscal 2011.





Profit for the year.  Profit for fiscal 2013 increased by 32.5% or NIS 7,802 thousand (USD 2,248 thousand), to NIS 31,808 thousand (USD 9,165 thousand), or 9.47% of revenues, from NIS 24,006 thousand (USD 6.916 thousand), or 8.38% of revenues, recorded in fiscal 2012.





Net income attributable to the owners of the Company.  Net income attributable to the owners of the Company for fiscal 2013 increased by 32.5% or NIS 7,802 thousand (USD 2,248 thousand), to NIS 31,808 thousand (USD 9,165 thousand), or NIS 2.45 (USD 0.71) per share, compared to NIS 24,006 thousand (USD 6,916 thousand), or NIS 1.85 (USD 0.53) per share recorded in fiscal 2012.





Year Ended December 31, 2012 Compared With Year Ended December 31, 2011




Revenues.  Revenues for fiscal 2012 increased by NIS 22,105 thousand (USD 6,368 thousand), or 8.4%, to NIS 286,509 thousand (USD 82,544 thousand) from NIS 264,404 thousand (USD 76,175 thousand) recorded in fiscal 2011.





The increase in revenues in fiscal 2012 compared to fiscal 2011 was primarily due to the introduction of new products in the third and fourth quarters of 2012, and increased awareness of the Company's products following increased sales and promotion activities initiated during 2012. In addition, the effect of the national protest against the high cost of living and the cost of food products, which started in the third quarter of 2011, lessened during the second half of 2012.





Cost of Sales.  Cost of sales for fiscal 2012 increased by 7.3% to NIS 217,468 thousand (USD 62,653 thousand), or 75.9% of revenues, from NIS 202,699 thousand (USD 58,398 thousand), or 76.7% of revenues recorded in fiscal 2011.





Although the Company is working to mitigate the effects of worldwide inflation in agricultural commodities and dairy products by working closely with suppliers to anticipate adverse price trends, building inventory and increasing prices to its customers, the local market did not accept all the price increases. In particular during the second half of 2011 and the first half of 2012, during national protest against the high cost of living, the Company's customers did not accept any price increases, causing an increase in the percentage of the costs from the revenues.





Gross Profit.  Gross profit for fiscal 2012 increased 11.9% to NIS 69,041 thousand (USD 19,891 thousand), or 24.1% of revenues, from NIS 61,705 thousand (USD 17,777 thousand), or 23.3% of revenues recorded in fiscal year 2011.





The increase in gross profit and gross margins in fiscal 2012 compared to fiscal 2011 was primary due to an introduction of new higher-margin products into the product lineup and increased sales of existing higher-margin products, while 2011 gross margins were affected by the national protest against the cost of food products that resulted in price reductions of certain products.




Selling Expenses.  Selling expenses for fiscal 2012 increased by 5.2% to NIS 28,915 thousand (USD 8,330 thousand), or 10.1% of revenues, from NIS 27,482 thousand (USD 7,918 thousand), or 10.4% of revenues recorded in fiscal 2011.




The increase in selling expenses was primarily due to the increase in fiscal 2012 revenues compared to fiscal 2011 revenues and was comprised of an increase of NIS 513 thousand (USD 148 thousands) in sales and promotion expenses activities in fiscal 2012 to NIS 4,287 thousand (USD 1,235 thousand) from NIS 3,774 thousand (USD 1,087 thousand) in fiscal 2011; an increase of NIS 655 thousand (USD 189 thousand) in salaries in fiscal 2012 to NIS 10,890 thousand (USD 3,137 thousand) from NIS 10,235 thousand (USD 2,949 thousand) recorded in fiscal 2011; and an increase of NIS 265 thousand (USD 76 thousand) in logistic and maintenance expenses in fiscal 2012 to NIS 13,738 thousand (USD 3,958 thousand) from NIS 13,473 thousand (USD 3,882 thousand) recorded in fiscal 2011.




29





General and Administrative Expenses. General and administrative expenses for fiscal 2012 decreased by 3.8% to NIS 16,715 thousand (USD 4,816 thousand), or 5.8% of revenues, from NIS 17,375 thousand (USD 5,006 thousand), or 6.6% of revenues recorded in fiscal 2011.





The decrease in general and administrative expenses was mainly attributed to a decrease of NIS 1,464 thousand (USD 422 thousand) in professional fee expenses in fiscal 2012, mainly legal expenses, to NIS 2,890 thousand (USD 833 thousand) recorded in fiscal 2012 from NIS 4,354 thousand (USD 1,254 thousand) recorded in fiscal 2011,offset by an increase of NIS 1,079 thousand (USD 311 thousand) in management profit-related bonuses expenses in fiscal 2012 to NIS 3,579 thousand (USD 1,031 thousand) recorded in fiscal 2012 from NIS 2,500 thousand (USD 720 thousand) recorded in fiscal 2011.





Other Income.  Other income for fiscal 2012 amounted to NIS 46 thousand (USD 13 thousand), compared to NIS 240 thousand (USD 69 thousand) recorded in fiscal 2011.





Other income for the both fiscal 2012 and fiscal 2011 mainly comprised of capital gains on sales of fixed assets such as used vehicles and trucks.





Operating Profit.  Operating profit for fiscal 2012 increased by NIS 6,369 thousand (USD 1,835 thousand), or by 37.3%, to NIS 23,457 thousand (USD 6,758 thousand), or 8.2% of revenues, from NIS 17,088 thousand (USD 4,923 thousand), or 6.5% of revenues recorded in fiscal 2011.





Financing Income (Expenses), Net.  Financing income, net, for fiscal 2012 increased by 611.7% to NIS 8,306 thousand (USD 2,393 thousand) compared to NIS 1,167 thousand (USD 336 thousand), recorded in fiscal 2011.





Financing income for fiscal 2012 primarily included a gain from marketable securities of NIS 4,034 thousand (USD 1,162 thousand) compared to a loss from marketable securities of NIS 4,034 thousand (USD 1,162 thousand) recorded in fiscal 2011, and interest income from short-term deposits and from marketable debentures held for trading of NIS 2,668 thousand (USD 769 thousand) recorded in fiscal 2012 compared to NIS 3,466 thousand (USD 999 thousand) recorded in fiscal 2011.





Financing expenses for fiscal 2012 primarily included bank fees of NIS 363 thousand (USD 105 thousand) compared to NIS 417 thousand (USD 120 thousand) recorded in fiscal 2011,net of gain on derivatives and foreign currency differences of NIS 134 thousand (USD 39 thousand) recorded in fiscal 2011.





Profit before taxes on income.  Profit before taxes on income for fiscal 2012 increased by NIS 13,508 thousand (USD 3,892 thousand), or by 74.0%, to NIS 31,763 thousand (USD 9,151 thousand) from NIS 18,255 thousand (USD 5,259 thousand) recorded in fiscal 2011.





Taxes on Income.  Taxes on income for fiscal 2012 increased by 98.6% to NIS 7,757 thousand (USD 2,235 thousand) from NIS 3,906 thousand (USD 1,125 thousand) recorded in fiscal 2011.





The increase in taxes on income in fiscal 2012 compared to fiscal 2011 was attributable to an increase in income before taxes and to an increase in Israeli corporate tax from 24% in fiscal 2011 to 25% in fiscal 2012. The tax on the capital gain resulted from the sale of the Company's holding in Shamir Salads in December 2011 is included in the Profit from discontinued operations for fiscal 2011.





Profit from continuing operations.  Profit from continuing operations for fiscal 2012 increased by NIS 9,657 thousand (USD 2,782 thousand), or 67.3%, to NIS 24,006 thousand (USD 6,916 thousand), or 8.4% of revenues, from NIS 14,349 thousand (USD 4,134 thousand), or 5.43% of revenues, recorded in fiscal 2011.




30




Profit from discontinued operations.  Profit from discontinued operations was not recorded in fiscal 2012 compared to NIS 4,172 thousand (USD 1,202 thousand) recorded in fiscal 2011.
  The profit from discontinued operations in fiscal 2011 included the profit of the manufacturing segment (Shamir Salads) in fiscal 2011 in the amount of NIS 293 thousand (USD 84 thousand) and the net capital gain resulting from the sale of the Company's holdings in Shamir Salads in the amount of NIS 3,879 thousand (USD 1,118 thousand).This net capital gain consisted of NIS 13,500 thousand (USD 3,889 thousand) - the amount that was paid for the Company's holdings in Shamir Salads - less the book value of the Company's holding in Shamir Salads at the amount of NIS 7,809 thousand (USD 2,250 thousand) that included NIS 1,900 thousand (USD 547 thousand) of goodwill that was recognized in the PPA, less capital gains tax in the amount of NIS 1,811 thousand (USD 522 thousand).
  Profit for the year.  Profit for fiscal 2012 increased by 29.6% or NIS 5,485 thousand (USD 1,580 thousand), to NIS 24,006 thousand (USD 6,916 thousand), or 8.4% of revenues, from NIS 18,521 thousand (USD 5,336 thousand), or 7.00% of revenues, recorded in fiscal 2011.
 
 Net income attributable to the owners of the Company.  Net income attributable to the owners of the Company for fiscal 2012 increased by 31.1%, or NIS 5,695 thousand (USD 1,641 thousand), to NIS 24,006 thousand (USD 6,916 thousand), or NIS 1.85 (USD 0.53) per share, compared to NIS 18,311 thousand (USD 5,275 thousand), or NIS 1.35 (USD 0.38) per share recorded in fiscal 2011.




B.
LIQUIDITY AND CAPITAL RESOURCES.




The Company’s operations are funded mainly through equity and cash flows from operating activities. The Company’s bank indebtedness is secured by certain liens on its share capital, goodwill and certain other assets. In general, the Company and its subsidiaries do not utilize bank indebtedness.




For fiscal 2013, cash and cash equivalents, net of short-term bank debt, decreased from NIS 47.6 million (USD 13.7 million) as of December 31, 2012 to NIS 36.2 million (USD 10.4 million) as of December 31, 2013.




During fiscal 2013, marketable securities decreased to NIS 112.9 million (USD 32.5 million) from NIS 158.8 million (USD 45.7 million) as of December 31, 2012.




Cash flow from operating activities




For fiscal 2013, the Company generated a positive cash flow from continuing operating activities of NIS 3.7 million (USD 1.1 million), compared to negative cash flow of NIS 7.1 million (USD 2.04 million) in fiscal 2012, primarily as a result of an increase in the Company's operational profit, in addition to higher collections of amounts due from customers, in fiscal 2013.




For fiscal 2012, the Company generated a negative cash flow from continuing operating activities of NIS 7.1 million (USD 2.04 million), compared to positive cash flow from continuing operating activities of NIS 30.9 million (USD 8.9 million) in fiscal 2011, primarily as a result of an increase in inventory net of payables and other current liabilities of approximately NIS 14.6 million (USD 4.2 million) in fiscal 2012.




Cash flow from investing activities




During fiscal 2013, the Company utilized cash flow of NIS 15.2 million (USD 4.4 million) for continuing investing activities, compared to NIS 7.3 million (USD 2.1 million) generated in fiscal 2012, primarily due to the NIS 65 million (USD 18.7 million) loan the Company gave to NEWCO net of sale of marketable securities, net, in the total amount of NIS 56.3 million (USD 16.2 million).




During fiscal 2012, the Company generated cash flow of NIS 7.3 million (USD 2.1 million) from continuing investing activities, compared to NIS 100.9 million (USD 29.1 million) utilized in fiscal 2011, primarily due to the sale of marketable securities, net, in fiscal 2012 in the total amount of NIS 8.7 million (USD 2.5 million) compared to NIS 99.6 million (USD 28.7 million) marketable securitiespurchased in fiscal 2011.




31




Cash flow from financing activities




During fiscal 2013, the Company utilized cash flow of NIS 9.9 million (USD 2.9 million) for continuing financing activities, mainly short-term debts to banks.




During fiscal 2012, the Company generated cash flow of NIS 9.2 million (USD 2.7 million) for continuing financing activities mainly short-term debts from banks.




During fiscal 2011, the Company utilized cash flow of NIS 100.9 million (USD 29.1 million) for continuing financing activities mainly to invest in treasury stock.




Cash requirements




The Company’s cash requirements, net, during the years ended December 31, 2013 and 2012 were met primarily through its working capital. As of December 31, 2013, the Company had working capital of NIS 325.9 million (USD 93.9 million) compared to working capital of NIS 292.6 million (USD 84.3 million) as of December 31, 2012. The Company believes that its working capital is sufficient for the Company's present requirements.




Trade receivables




The Company’s trade receivables balance as of December 31, 2013 was NIS 82.9 million (USD 23.9 million), compared to the trade receivables balance as of December 31, 2012 in the amount of NIS 71.3 million (USD 20.5 million). The average time period within which our accounts receivable were paid was 74 days in 2013, compared to 72 days in 2012.




Impact of Inflation and Devaluation on Results of Operations, Liabilities and Assets





The representative rate of the U.S. Dollar was NIS 3.741on December 31, 2013, compared to NIS 3.733 on December 31, 2012, NIS 3.821 on December 31, 2011, NIS 3.549 on December 31, 2010 and NIS 3.775 on December 31, 2009. As of April 22, 2014, the representative rate of the U.S. Dollar was NIS 3.484.





The annual rates of inflation in Israel during the years ended December 31, 2009, 2010,  2011, 2012 and 2013 were approximately 3.9%, 2.7%, 2.2%, 1.6% and 1.8%, respectively, while during such periods the revaluation (devaluation) of the NIS against the U.S. Dollar was approximately 0.7%, 6.0%,  (7.7%), 2.3% and 7.0% respectively. During each of the years ended December 31, 2009, 2010 and 2011 the rate of inflation in Israel exceeded the rate of devaluation of the NIS against the U.S. Dollar.





A revaluation of the NIS in relation to the U.S. Dollar has the effect of increasing the U.S. Dollar value of any assets of the Company which consist of NIS or receivables payable in NIS. Such a revaluation also has the effect of increasing the U.S. Dollar amount of any liabilities of the Company which are payable in NIS (unless such payables are linked to the Dollar). Conversely, any decrease in the value of the NIS in relation to the U.S. Dollar will have the effect of decreasing the U.S. Dollar value of any linked NIS assets of the Company and the U.S. Dollar amount of any linked NIS liabilities of the Company.




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 U.S. Dollar.




Guarantees and Pledges




Principally in connection with letters of credit issued to the Company, the Company has issued a debenture to each of Bank Leumi Le’Israel Ltd., Bank Mizrahi Tefahot Ltd. and Bank Hapoalim Ltd. The Company has pledged all of its assets (including its outstanding share capital and goodwill of the Company) in favor of Bank Leumi Le’Israel Ltd., Bank Mizrahi Tefahot Ltd. and Bank Hapoalim Ltd. 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 Leumi Le’Israel Ltd., Bank Mizrahi Tefahot Ltd. and Bank Hapoalim Ltd. have agreed among them that the pledges subject to such debentures will rank pari passu. The outstanding amount of such letters of credit as of December 31, 2013 was approximately NIS 13,983 thousand (USD 4,029 thousand).




32




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 Bank Mizrahi Tefahot Ltd. As of December 31, 2013, W.F.D. had no obligations to Bank Mizrahi Tefahot Ltd.




The Company also guarantees, without limitation as to amount and for an unlimited period of time, the obligations of its subsidiary, Gold Frost, both to Bank Leumi Le’Israel Ltd. and to Bank Mizrahi Tefahot Ltd.




C.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES





Not applicable.





D.
TREND INFORMATION





In recent 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 in the past resulted in an increase in our cost of sales as a percentage of total revenues.  In order to maintain our gross margin at its high levels, in the past we were able to change our product mix and introduce new products with higher margins to increase our gross profit.




In June 2011, a national protest began against the rise of prices of dairy products in Israel. This protest stirred the dairy industry, and the government formed a committee to discuss the issue of non-competition in the Israeli dairy market. Accusations were made between dairy product manufacturers and the supermarket chains regarding responsibility for the increase in prices, but eventually prices of dairy products were reduced. As a result of the protests, the Israeli government announced the creation of a committee of experts and ministers leaded by Prof. Manuel Trajtenberg, to study the protesters' demands and to formulate a plan to deal with the burden on the middle class. In September 2011, the Trajtenberg committee submitted its recommendations on socioeconomic change and the Israeli cabinet approved them in October 2011. Among the committee's recommendations was a proposal toincrease corporate taxes and tolower certain customs duties on imported food products. As result of the committee's recommendations, the Company and its subsidiaries received permits in late 2011 to import various hard chesses with reduced customs duties. The above national protest, as well as continued economic uncertainty, caused the Israeli consumer to reduce its consumption of dairy products and to demand lower prices, which resulted in decreasing the Company's revenues and profits in the second half of fiscal 2011. During 2012 and 2013, the impact of the national protest movement was minimized; however, evidence of such protest remains in the food retail market. Were the protests to continue or intensify, they could negatively impact the financial results of the Company due to consumer pressure on the Company via its major clients to reduce prices. In order to mitigate such effects, the Company is exploring a variety of strategies, such as introducing new products into the market.




The public protests also added greater urgency to a committee appointed in June 2011 by the Israel Industry, Trade and Labor Office and by the Minister of Finance to examine the level of competition and prices in the food and retail industry (the Kedmi Committee).  As a result of the work of the Kedmi Committee, legislation proposed by the Israeli government to promote competition in the food industry and reduce product prices was enacted into law by the Israeli parliament (Knesset) in March 2014.  Called "Promoting Competition in the Food Industry" (the "Food Law"), the Food Law is divided in to three main sections:





(i) provisions related to increasing the transparency of prices; this section includes a requirement that  food retail chains advertise their current prices in each branch on the internet, which will enable the development of internet sites to compare prices between stores close to a consumer's residence.





(ii) addressing regional concentration for food retailers – the industry is characterized by high concentration of food retail chains in one geographic area.  These chains push their competitors from the same region and limit competition.  The Food Law prohibits food retail chains that control a specific region to open new stores without the consent of the antitrust commissioner.  In addition, the anti-trust court may require these retailers to sell branches suffering from high concentration and low competition.




33





(iii)  advancement of competition through small suppliers and arrangement of proper competition in the retail food area – the food industry is characterized by a small number of dominant suppliers, most of which have been declared monopolies.  In addition, anti-competitive arrangements have been established in the industry whose purpose is to push medium sized and small suppliers from the shelves and to hurt competition and the consumer.  The law prohibits anti-competitive arrangements in order to increase competition and to advance medium sized and small suppliers.





In addition, Committee found that the food production industry is controlled by a small number of suppliers with large market share, and therefore the law includes a temporary order, which can be renewed every year for up to four years, to limit the shelf space of large suppliers (defined as retailers whose annual sales exceed NIS 1 billion) to 50% of the shelf space at large retailers.  The purpose is to enable medium sized and small suppliers, such as the Company, to obtain shelf space at the large food retailers and thereby increase competition and lower prices for the end customer.





The Company expects that the Food Law could positively affect the financial results of the Company, although it is difficult to assess at the present time the degree of influence that such law may have.





The Company is also working towards increasing its sales to customers outside of Israel.




The Company's management is evaluating the financial stability of its customers by entering into agreements with companies for providing business data, examining bank accounts, conducting inquiries, and following negative publicity regarding its customers or other signs indicating financial difficulties.




A published report from March 2012 ("The Specialty Food Market in North America" by the Agri-Food Trade Service) concluded that the North American kosher food market grew 15% year-over-year in the past 10 years, with roughly $200 billion in kosher certified food products sold annually and an active consumer base of 15 million. According to this report, kosher products are expected to grow in the future and become the largest ethnic food segment in the U.S. An increasing number of companies are seeking kosher certification, and the demand for kosher ingredients for these products is also rising. The demand for kosher products in the U.S. is not limited to the Jewish population. The majority of today's kosher consumers are non-Jewish religiously (i.e. observant consumers such as Muslims and 7th Day Adventists), consumers with specific dietary restrictions and health and safety-conscious consumers. We believe that an increasing number of mainstream consumers are concerned about the integrity of the food they eat for ethical or health reasons, this will provide growth opportunity for the kosher market. In addition to the increase in health-conscious consumers, we believe that other ethnic and religious groups contribute to the increase in the kosher food market since the dietary restrictions for certain other religious groups are met by kosher food.




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, 2013 summarizes the aggregate effect that these obligations are expected to have on our cash flows in the periods indicated:




Payments due by periodContractual Obligations

Total

Less than 1 year

1-3 years

3-5 years

More than 5 years(in thousands)Total open purchase orders

NIS 13,983

NIS 13,983

--

--

--(USD 4,029)

(USD 4,029)


34




ITEM6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES




A.
DIRECTORS AND SENIOR MANAGEMENT




The directors, executive officers and key employees of the Company as of the date of this Annual Report are as follows:




Name
Age
Position with the CompanyZwi Williger
59
Chairman of the BoardJoseph Williger
57
President and DirectorAyelet Eliav (1)
44
External DirectorBoaz Nissimov (1)
51
External DirectorHaim Gertal (1)
77
DirectorGil Hochboim
44
Chief Executive OfficerRaviv Segal
43
Chief Financial Officer
  (1)
Members of the Company’s Audit Committee




On March 2, 2014, the Company announced an agreement between Mr. Zwi Williger and Mr. Joseph Williger and Emblaze Ltd. pursuant to which Mr. Zwi Williger and Mr. Joseph Williger agreed to sell their controlling stake (58.04%) in Willi-Food to Emblaze, which sale is expected to be completed on or about May 4, 2014. Pursuant to the agreement, Haim Gertal will resign from the board of directors, and Emblaze has the right to nominate five new board members. See "Item 7. Major Shareholders and Related Party Transactions – 7A. Related Party Transactions".


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:




Zwi Willigerhas served as 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.  Mr. Williger served as Chief Operating Officer from January 1997 until September 2011. Mr. Williger has also served as a director of the Company’s subsidiaries: W.F.D. since November 1996, and Gold Frost since April 2001 until October 2011. In addition, Mr. Williger has served as a director of Willi-Food since December 1992 and as a director of Titanic since April 1990. Mr. Williger attended Fresno University in California. Zwi Williger is the brother of Joseph Williger, President and a director of the Company.




Joseph Willigerhas served as a Director of the Company since its inception in January 1994, and as President of the Company since September 2011 (when he ceased serving as Chief Executive Officer, a position he had held since the Company's inception in 1994). Mr. Williger was no longer able to continue to serve as Chief Executive Officer due to an amendment to the Israeli Companies Law which forbids a person or his immediate family member from serving as both a Chairman and a CEO unless approved by the Audit Committee and the Board of Directors and by the General Meeting of Shareholders by a special majority every three years.  At a special general meeting of shareholders held on May 17, 2012, shareholders approved the appointment of Mr. Williger as the Chief Executive Officer of the Company, jointly with his role as the President and a Director of the Company. However, pursuant to the Israeli Companies Law, his appointment as CEO is also subject to approval of the General Meeting of our controlling shareholder, Willi Food. To date, such approval has not been obtained. Mr. Williger has also served as the Chairman of the Company’s subsidiaries: W.F.D. and Gold Frost, since November 1996 and April 2001, respectively. Mr. Williger's brother, Zwi Williger, serves as the Company's Chairman of the Board of Directors of the Company. Mr. Williger has also served as a director and as chairman of the Board of Willi-Food, the controlling shareholder of the Company, since December 1992 and June 1994, respectively. Mr. Williger has served as Director of Titanic, a company he owns together with Mr. Zwi Williger, since April 1990. Mr. Williger attended Bar-Ilan University in Israel and Nortrige University in Los Angeles.




35




Ayelet Eliav has served as external director since May 17, 2012. Mrs. Eliav has been serving as Chief Executive Officer of AEL Ltd., an importer of name-brand shoes, since 2006. Between 2002 and 2006, Mrs. Eliav was the Manager and Chief Financial Officer of Globus International Packages and Transporting Ltd., which manufactures packaging materials and provides transportation services. Between 1999 and 2002, she was the Chief Financial Officer of Opticana, which sells optical products. During 1998, she was Manager and Chief Financial Officer of Future International Transporting Ltd., which provide international transportation services, and between 1993 to 1998 she was a senior tax inspector in the Income Tax Department in the Ministry of Finance. Mrs. Eliav is a certified public accountant (Israel). She holds a LLB from the Interdisciplinary Center in Herzliya, Israel, and she received her BA in Accounting and Business Management from the College of Management in Tel Aviv, Israel.





Boaz Nissimovhas served as external director since August 30, 2012, when his nomination was approved at a General Meeting of Shareholders. Mr. Nissimov has been serving since 2013 as VP for Strategic Consulting at Ness Technologies, between 2006 and 2013 as Director of Global Operations and Outsourcing Group Manager of Ness Technologies, a leading provider of Defense, HLS and Telecom solutions and systems.  Between 1999 and 2006, Mr. Nissimov was a SAP Group Manager in IBM Israel.  Between 1990 and 1999, he was the Operations Manager at Coca-Cola Israel.  Mr. Nissimov holds a MBA with specialization in finance from Bar Ilan University, Israel and BA in industrial engineer with specialization in information systems from Tel Aviv University, Israel.





Haim Gertal has served as a director of the Company since August 2010. Mr. Gertal is a member of the Audit Committee of the Company. From 1979 to 1999, Mr. Gertal  was the general manager of Hanetz Import & Export Ltd., a subsidiary of Shufersal Ltd., the biggest supermarket chain in Israel, and at the same time served as head of food importers committee at the Israeli chamber of commerce. From 1954 to 1979 he served in the IDF (inter alia as commander of a logistics center, after being trained in logistics system management, and retired as a colonel). Mr. Gertal received his degree in Economy, Political Science and Sociology (B.A.) from Bar-Ilan University, Israel.




Gil Hochboim, Chief Executive Officer, returned to the Company as Vice President in June 2007, with responsibility for mergers and acquisitions and general operations. In February 2012, Mr. Hochboim was appointed as Chief Executive Officer of the Company. Mr. Hochboim served as Chief Financial Officer of the Company between August 2000 and October 2006. Between March 1998 and August 2000, he served as deputy manager of Ha’menia Goods Transport Corp. Ltd., and between April 1995 and February 1998, as deputy comptroller of Dan Hotels 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.




Raviv Segal has served as Chief Financial Officer since November 2012. Prior to joining the Company, Mr. Segal served from November 2011 until October 2012 as Chief Financial Officer of BSP Biological Signal Processing Ltd., a medical device company traded on the Tel Aviv Stock Exchange. Prior to that, he served from May 2011 until November 2011 as Director of Finance of Mediamind, Inc., which provides global online campaign management and was traded on Nasdaq until it was delisted in July 2011 following a tender offer. Prior to that, from July 2009 until August 2010, he served as Chief Financial Officer of Exent Technologies Ltd., which provides online video games on demand. Prior to that, from July 2006 until July 2009, he served as Corporate  Controller of InSightec Technologies Ltd., a medical device company. Mr. Segal is a certified public accountant (Israel). He received a Bachelor of Business (B.B.) in Accounting from the College of Management – Academic Studies (COMAS).




B.
COMPENSATION




Compensation of Directors and Officers




The aggregate compensation  paid by the Company to its directors and officers as a group for the fiscal year 2013 was approximately NIS 4.8 million (USD 1.4 million), excluding bonuses in an aggregate amount of approximately NIS 4.6 million (USD 1.3 million) paid to Messrs. Zwi and Joseph Williger. These amounts include all contingent or deferred compensation payable to directors or officers during fiscal 2013. These amounts also include payments to non-executive directors in the aggregate amount of approximately NIS 145.9 thousand (USD 42.0 thousand) during fiscal 2013.




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.




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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 management services agreements with companies controlled by each of Messrs. Zwi and Joseph Williger, respectively (collectively, the “Williger Management Companies”), pursuant to which Messrs. Zwi and Joseph Williger provide management services on behalf of the Williger Management Companies to the Company (the “Management Services Agreements”).




The term of each of the Management Services Agreements was for a period of four years commencing on June 1, 1998 (the “Management Services Period”), and were subsequently renewed. Under these agreements, the Company has the ability to terminate the Management Services Agreements only upon six 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 terminates any of the Management Services Agreements prior to the expiration of the Management Services Period or any extension thereof, for any reason whatsoever, it is 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.




Each of the Management Services Agreements provides for monthly service fees equal to USD 24,500 (excluding VAT) and an annual bonus at a rate of 3% of the Company’s pre-tax consolidated annual profits, if such profits are equal to or less than NIS 3.0 million (approximately USD 0.8 million), or at a rate of 5% if such profits exceed such level. The Management Services Agreements further provide that benefits in general, including the social benefits of Messrs. Zwi or Joseph Williger, and income tax payments, national insurance payments and other payments due by employees with respect of their employment, are to be paid for at the sole expense of the Williger Management Companies. The Williger Management Companies undertook 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 non-competition provisions for the duration of the Management Services Period as well as confidentiality provisions.




In July 2005, the Management Services Agreements were amended as follows:




(1)
The term of the Management Services Agreements were extended indefinitely, subject to clauses (2), (5) and (6) below.




(2)
Each of the parties to the Management Services Agreements may terminate the agreement at any time, and for any reason, by prior written notice, which will be delivered to the other party as follows:




·
The Company may terminate the agreement at any time, and for any reason, by prior written notice of at least 18 months.


·
Each Williger Management Company may terminate the agreement at any time, by prior written notice of at least 180 days.




(3)
The Company may waive receiving actual management services from the Williger Management Company during the prior notice period, but this will not eliminate its obligation to continue paying the Williger Management Company the management fees owed to the Williger Management Company until the termination of the prior notice period.




(4)
If a Williger Management Company terminates the Management Services Agreement, the Williger Management Company will be entitled to receive the management fees for a period of six (6) months, which shall begin after the prior notice period, whether or not it provides the Company with any management services during such six-month period.




(5)
In the event the Williger Management Company provides the management services to the Company without the presence of Messrs. Zwi Williger or Joseph Williger, as the case may be, and/or in the case of the death and/or permanent disability of Messrs. Zwi Williger or Joseph Williger, the Company will be entitled to terminate the Management Services Agreement immediately.




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(6)
Both Messrs. Zwi Williger and Joseph Williger have agreed with the Company that if a liquidation order or receivership order is issued against a Williger Management Company which prevents the Williger Management Company from continuing to provide the management services according to the Management Services Agreement, they will immediately commence working for the Company in return for pay and social benefits costing the Company the same amount as the monthly management fees that the Company paid the Williger Management Company to that date, or alternatively, at their sole discretion, shall begin providing the Company with management services via another company owned and controlled by them under the conditions of the Management Services Agreement.




(7)
In addition, the Management Services Agreements contain provisions regarding the Company providing vehicles for the use of Messrs. Zwi Williger and Joseph Williger, and regarding full reimbursement of expenses incurred by Messrs. Zwi Williger and Joseph Williger while providing the management services to the Company, including reasonable lodging and travel expenses in Israel and abroad, phone expenses in their home and mobile phone expenses, including calls abroad related to providing the management services to the Company, subject to providing receipts.




On February 15, 2006, in light of the decision of the Israeli Securities Authorities to limit the duration of the aforesaid Management Services Agreements to a period of five (5) years, the Board of Directors decided to limit the duration of the Management Services Agreements to a period of five (5) years each, both ending five years after the date of their approval by the General Meeting of Shareholders (i.e. July 19, 2010).




On March 16,2008, the Management Services Agreements with Messrs. Zwi Williger and Joseph Williger were amended as follows:




(a) The current monthly services fees according to the Management Services Agreements will cease to be linked to the U.S. Dollar and will be translated to NIS 102,900 (excluding VAT) linked to changes in the Israeli CPI.




(b) The terms of the Management Services Agreements are to be extended indefinitely, subject to clause (c) below; provided however that in the event the Williger Management Company provides the management services to the Company without the presence of Messrs. Zwi Williger or Joseph Williger, as the case may be, and/or in the case of the death and/or permanent disability of Messrs. Zwi Williger or Joseph Williger, the Company will be entitled to terminate the Management Services Agreement immediately.




(c) Each of the parties to the Management Services Agreements may terminate the agreement at any time, and for any reason, by prior written notice which will be delivered to the other party as follows:




·
The Company may terminate the agreement at any time, and for any reason, by prior written notice of at least 36 months.




·
The Williger Management Company may terminate the agreement at any time, by prior written notice of at least 180 days.




(d) If a Williger Management Company is to terminate the Management Services Agreement, the Williger Management Company would be entitled to receive the management fees for a period of twelve (12) months, which will begin after the prior notice period, whether or not it provides the Company with any management services during such twelve-month period.




In addition, the Management Services Agreements contain provisions entitling each of Messrs. Zwi Williger and Joseph Williger to 30 vacation days per year, during which days the applicable Williger Management Company will not provide management services to the Company. Unused vacation days may be accumulated and paid for in lieu of taking such days as vacation.




In March 2011, the Israeli Parliament adopted Amendment No. 16 to the Companies Law (“Amendment No. 16”), which implemented a comprehensive reform in the corporate governance of Israeli companies. In accordance with Amendment No. 16, in general, any transaction or compensation arrangement with a controlling shareholder, including transactions and compensation arrangements that were in effect prior to Amendment No. 16, must be approved by the Audit Committee, Board of Directors and the General Meeting of Shareholders every three years. Furthermore, existing transactions and compensation arrangements with controlling shareholders must be approved three years from the date the transaction was last approved by the General Meeting of Shareholders.




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In August 2011, the Audit Committee and the Board of Directors of the Company unanimously approved the extension of the Management Services Agreements described above for three years from September 15, 2011 until September 14, 2014. The approval was granted subject to (i) the approval of the General Meeting of Shareholders by a special majority and (ii) the amendment of the Management Services Agreements to (A) provide that Mr. Zwi Williger would serve as active Chairman of the Board of Directors of the Company and no longer serve as Chief Operating Officer, and Mr. Joseph Williger would serve as President of the Company and no longer serve as Chief Executive Officer and (B) reduce from 36 months to 18 months the prior notice that the Company must provide to a Williger Management Company's in the event that the Company wishes to terminate the Management Service Agreement.  These amendments were approved by the Company’s shareholders in October 2011.




Employment Agreements




In June 2007, the Company entered into an employment agreement with Mr. Gil Hochboim, pursuant to which Mr. Hochboim agreed to serve as the Vice President of the Company. The agreement provides for a monthly salary and benefits customarily provided by the Company to its senior employees, including bonuses and the use of a vehicle or payments for his own vehicle expenses. In February 2012 Mr. Hochboim was appointed as the CEO of the Company. There was no change in Mr. Hochboim employment agreement.





In November 2012, the Company entered into an employment agreement with Mr. Raviv Segal, pursuant to which Mr. Segal agreed to serve as the Chief Financial Officer of the Company. The agreement provides for a monthly salary and benefits customarily provided by the Company to its senior employees, including bonuses and the use of a vehicle.




Additional Compensation Arrangements with Gil Hochboim, Zwi Williger and Joseph Williger




On November 28, 2013, the Company shareholders approved the following grants of compensation for Mr. Hochboim in his capacity as Chief Executive Officer, for Mr. Zwi Williger in his capacity as Chairman of the Board of Directors and for Mr. Joseph Williger in his capacity as President of the Company and member of the Board of Directors:




Gil Hochboim




·
An annual bonus for the year 2012 in the amount of NIS 63,000 (approximately $18,000), and




·
Options to purchase 30,000 Ordinary Shares of the Company at an exercise price of $6.50 per share. The options vest over three years, with one-third of the op­tions (10,000 options) vesting on each of the first three anniversaries of the equity grant date. The options may be exercised immediately upon each stage of periodic vesting, and the last date for exercise of the options is two years after each respective portion of the options has vested, after which the options shall expire. No options may be exercised following the five year anniversary date of the equity grant date. The equity grant to Mr. Hochboim is subject to the terms of the 2013 Option Plan. For additional information regarding the 2013 Option Plan see "Item 6. Directors, Senior Management and Employees – 6.D.  Share Ownership – Employee Share Option Plans".




Zwi Williger




·
Options to purchase 200,000 Ordinary Shares of the Company at an exercise price of $6.50 per share. The options vest over three years, with approximately one-third of the op­tions (66,666 options) vesting on each of the first two anniversaries of the equity grant date and 66,668 options vesting upon the third anniversary of the equity grant date. The options may be exercised immediately upon each stage of periodic vesting, and the last date for exercise of the options is two years after each respective portion of the options has vested, after which the options shall expire.  No options may be exercised following the five year anniversary date of the grant of options.  The number of options granted and other terms of the option grant will be adjusted for various corporate events.  The exercise of the options may occur only while Mr. Zwi Williger is still serving as an officer or director of the Company.




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Joseph Williger




·
Options to purchase 200,000 Ordinary Shares of the Company at an exercise price of $6.50 per share. The options vest over three years, with approximately one-third of the op­tions (66,666 options) vesting on each of the first two anniversaries of the equity grant date and 66,668 options vesting upon the third anniversary of the equity grant date. The options may be exercised immediately upon each stage of periodic vesting, and the last date for exercise of the options is two years after each respective portion of the options has vested, after which the options shall expire.  No options may be exercised following the five year anniversary date of the grant of options.  The number of options granted and other terms of the option grant will be adjusted for various corporate events.  The exercise of the options may occur only while Mr. Joseph Williger is still serving as an officer or director of the Company.




Compensation Policy





Under Amendment No. 20 to the Companies Law, which became effective in December 2012, the compensation terms of officers and directors of public companies, such as the Company, must be determined in accordance with a directors and officers compensation policy. The compensation policy must be approved by (i) the Board of Directors, upon recommendation of the Compensation Committee, and (ii) the shareholders of the Company (except in limited circumstances set forth in the Companies Law). In accordance with Amendment No. 20, the compensation policy must be reviewed and re-approved every three years. Following the approval of the Compensation Committee and Board, the compensation policy was approved by shareholders on November 28, 2013.  The objective of the compensation policy as approved by shareholders is to achieve the goals and work plans of the Company, including its long-term best interests by: (i) creating a reasonable and appropriate set of incentives for the Company’s executives; (ii) providing the tools necessary for recruiting, motivating and retaining talented and skilled executives; (iii) putting an emphasis on performance based compensation; and (iv) creating proper balance between the various compensation components (such as fixed versus variable components and short-term versus long-term).




C.
BOARD PRACTICES




Terms of Office




Except as to External Directors, who are discussed below, Directors are elected by the shareholders at the annual general meeting of the shareholders, except in certain cases where 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, Directors serve until the next annual general meeting of the shareholders.




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, the directors of the Company cannot 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. A Director on a Board Committee may appoint anyone to be his Alternate subject to the potential alternate not being a member of such committee. Under the Company's Articles of Association, an External Director cannot appoint an alternate director.




Audit Committee




Nasdaq Requirements




Our ordinary shares are listed for quotation on the Nasdaq Capital Market, and we are subject to the rules of the Nasdaq Capital Market applicable to listed companies.  Under the current Nasdaq rules, 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. Ayelet Eliav (Chair), Boaz Nissimov and Haim Gertal  qualify as independent directors under the Nasdaq requirements and are members of the Audit Committee. The role of the audit committee for Nasdaq purposes includes assisting the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the Company's accounting, auditing and reporting practices.




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Companies Law Requirements




Under the Israeli Companies Law, the board of directors of a public company must appoint an audit committee, comprised of at least three directors including all of the external directors, with a majority of independent directors but excluding a:




·
chairman of the board of directors;


·
controlling shareholder or his relative;


·
any director employed by or who provides services to the company on a regular basis.


·
any director employed by the main shareholder or by any corporation controlled by the main shareholder;


·
any director employed by or who provides services to the company on a regular basis;


·
any director employed by or who provides services to the company main shareholder on a regular basis or by corporation controlled by the main shareholder;


·
any director who is main livelihood in the main shareholder;





The Chairman of the audit committee must be an external director.




The responsibilities of the audit committee under the Israeli Companies Law include, among others, identifying irregularities in the management of the company’s business, approving related party transactions as required by law, approving “actions” or “transactions” (as such terms are defined in the Israeli Companies Law), overseeing the business management practices of the Company in consultation with the Company’s internal auditor and independent auditors (and making recommendations to the Board to improve such practices) and approving transactions with affiliates.




Compensation Committee




Companies Law Requirements




Ayelet Eliav (Chair), Boaz Nissimov and Haim Gertal are members of the Board’s Compensation Committee. All of our Compensation Committee members have been determined to be eligible to be members of a compensation committee in accordance with the recent amendments to the Companies Law.




Under recent amendments to the Companies Law, which provide for new procedures relating to the approval of the terms of office and employment of Office Holders of and the formulation of a compensation policy applicable to Israeli public companies, the compensation committee of a public company, such as the Company, is required to consist of at least three members and all of the external directors must be members of the committee (one of which to be appointed as the chairperson) and constitute the majority thereof. The remaining members must be directors who qualify to serve as members of the audit committee as defined in the Companies Law. In addition to its other roles, under the amendments to the Companies Law the compensation committee of a public company such as the Company is required:




1)
to recommend to the board of directors the compensation policy for the company's Office Holders to be adopted by the company and to recommend to the board of directors, once every three years, regarding any extension or modifications of the current compensation policy that had been approved for a period of more than three years;




2)
from time to time to recommend to the board of directors any updates required to the compensation policy and examine the implementation thereof;




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3)
to determine, with respect to the company's Office Holders, whether to approve their terms of office and employment in situations that require the approval of the compensation committee in accordance with the Companies Law; and




4)
in certain situations described in the Companies Law, to determine whether to exempt the approval of terms of office of the CEO of the company from the requirement to obtain shareholder approval.




According to the amended Companies Law, terms of service and employment (including cash and equity-based compensation, exemption from liability, indemnification, D&O insurance and other benefits and payments related to the service and employment) of a public company’s Office Holders must be approved also by the board as a whole and, with respect to terms of service and employment of the CEO or a director, also by the company's shareholders in accordance with the majority requirements of the Companies Law.




Independent Directors




The Company is a “Controlled Company” within the meaning of the Nasdaq rules since more than 50% of its voting power is held by Willi-Food. As a Controlled Company, the Company is exempt from certain Nasdaq independence requirements, such as the requirement that a majority of the Board of Directors be independent and the rules relating to independence of directors approving nominations and executive compensation.




External Directors under the Israeli Companies Law/Financial Experts




The Israeli Companies Law requires that the Company have at least two external directors on its Board of Directors. The election of an external director under the Israeli Companies Law must be approved by a general meeting of shareholders provided that either: (a) the majority of shares voted at the meeting, including at least a majority of the shares of non-controlling shareholders and who do not have a personal interest in the appointment (excluding a personal interest which did not result from the shareholder's relation with the controlling shareholder) voted at the meeting, vote in favor of such arrangement (not including abstentions) or (b) the total number of shares voted against such arrangement does not exceed two percent of the aggregate voting rights in the company.




A “Controlling Shareholder” is defined in the Israeli 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 shareholder who holds more than 50% of the voting rights in the company. Regarding the holdings, two or more shareholders that holds voting rights in the Company and that each one has a personal interest with the approval of that transaction presented for approval of the company, will be seen as holding together. The Israeli Companies Law further requires that at least one external director have financial and accounting expertise, and that the other external director(s) have professional competence, as determined by the company’s board of directors. A director having financial and accounting expertise is a person who, due to his or her education, experience and talents is highly skilled in respect of, and understands, business-accounting matters and financial reports in a manner that enables him or her to understand in depth the company’s financial statements and to stimulate discussion regarding the manner in which the financial data is presented.  Under the regulations, a director having professional competence is a person who has an academic degree in either economics, business administration, accounting, law or public administration or an academic degree in an area relevant to the company’s business, or has at least five years experience in a senior position in the business management of a corporation with a substantial scope of business, in a senior position in the public service or a senior position in the field of the company’s business.




An External Director is appointed for a period of three consecutive years and may be re-appointed for two additional three-year periods only, subject to certain conditions (including approval by shareholders at a general meeting) as provided under Israeli regulations. Under the Company’s Articles of Association, 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. Under the Israeli Companies Law, the Audit Committee and the Compensation Committee must include all the External Directors.




The External Directors of the Company are Ms. Ayelet Eliav, who was determined by the Board to have “financial and accounting expertise” under the Israel Companies law, and Mr. Boaz Nissimov, who was determined by the Board to have “professional expertise” under the Israel Companies law.




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Internal Auditor




Under the Israeli Companies Law, Israeli companies whose securities are publicly traded are also required to appoint an internal auditor, as recommended by 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. The internal auditor works in accordance with an annual audit plan approved by the Audit Committee. Mr. Doron Yunisy has been the internal auditor of the Company since September 2010.




Indemnification




In accordance with the Israeli Companies Law and the Company’s Articles of Association, the Company has undertaken 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 Officer for legal expenses incurred by him/her in connection with such indemnification.




On May 4, 2005, the Board of Directors and Audit Committee of the Company approved an exemption in advance to any Director or Officer from any liability to the Company attributed to damage or loss caused by breach of the Director’s or Officer’s duty of care owed to the Company, except for such breach of duty of care in distribution (as such term is defined in the Israeli Companies Law).  Also, the Board of Directors, the Audit Committee and shareholders approved an irrevocable indemnification of the Officers by the Company with respect to any liability or expense paid for by the Officer or that the Officer may be obligated to pay.




In accordance with the Companies Law, an agreement with a controlling shareholder, such as the Company's exemption and indemnification letter to its controlling shareholders, must be approved every three years by the Company’s Audit Committee or Compensation Committee (as the case may be), Board of Directors and by a special majority of the General Meeting of Shareholders. Messrs. Zwi Williger and Joseph Williger are deemed under the Israeli Companies Law to be the controlling shareholders of the Company. On October 6, 2011 following the unanimous approval of the Company's Audit Committee and Board of Directors, the General Meeting of Shareholders of the Company approved the extension of the exemption and indemnification letter for officers and directors of the Company who are controlling shareholders for three years, from November 15, 2011 until November 14, 2014.




Directors and officers liability insurance policy




In accordance with the Companies Law, an agreement with a controlling shareholder, such as the Company's directors' and officers' liability insurance policy for its controlling shareholders, must be approved every three years by the Company’s Audit Committee or Compensation Committee (as the case may be), Board of Directors and by a special majority of the General Meeting of Shareholders. On August 30, 2011 the Board of Directors resolved, following the approval of the Audit Committee dated August 28, 2011, that the said directors and officers liability insurance policy of the Company for directors and officers who are controlling shareholders will be approved for a three years period in accordance with Article 1B(5) of the Israeli Companies Regulations (Relieves with respect to Transactions with interested Parties), 2000 (the “Reliefs Regulations”). Accordingly, if there is opposition as provided in Article 1C of the Reliefs Regulations, one or more shareholders who hold at least one percent of the issued capital or the voting rights in the company, is entitled to give notice of its opposition of this report. If opposition as provided in Article 1C(a) of the Reliefs regulations is submitted, the engagement shall require, in relation to application of the policy to directors and officers who are controlling shareholders, approval of the general meeting by a special majority laid down in section 275 of the Israeli Companies Law. It should be stated that no such notice of opposition was provided to the Company.




Approval of Related Party Transactions under the Israeli Companies Law




Office Holders




The Companies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined as a general manager, chief executive officer, executive vice president, vice president, director or manager directly subordinate to the general manager or any other person assuming the responsibilities of any of these positions regardless of that person’s title. Each person listed in the table under "Item 6.A. Directors, Senior Management and Employees – Directors and Senior Management” is an office holder under the Companies Law.




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Fiduciary duties. An office holder’s fiduciary duties consist of a duty of loyalty and a duty of care. The duty of loyalty requires the office holder to act in good faith and for the benefit of the company, and includes, among other things, the duty to avoid any conflict of interest between the office holder’s position in the company and his/her personal affairs. In addition, the duty of loyalty proscribes any competition with the company or the exploitation of any business opportunity of the company in order to receive personal advantage for him or herself or others. This duty also requires disclosure to the company of any information or documents relating to the company’s affairs that the office holder has received due to his or her position as an office holder. The duty of care requires an office holder to act with a level of care that a reasonable office holder in the same position would employ under the same circumstances. This includes the duty to use reasonable means to obtain information regarding the advisability of a given action submitted for his or her approval or performed by virtue of his or her position and all other relevant information pertaining to these actions.




Compensation. An amendment to the Companies Law requires that the terms of service and engagement of the chief executive officer, directors or controlling shareholders (or a relative thereof) receive the approval of the compensation committee, board of directors, and shareholders, subject to limited exceptions. Similarly, the terms of service and engagement of any officer other than the CEO must receive the approval of the compensation committee and board of directors. However, shareholder approval is only required if the compensation of such officer other than the CEO is not in accordance with a new compensation policy the Company is required to adopt. This compensation policy is required to take into account, among other things, providing proper incentives to directors and officers, taking into account the risk management of the company, the officer’s contribution to achieving corporate objectives and increasing profits, and the function of the officer or director. Following the approval of the Compensation Committee and Board, the Company's compensation policy was approved by shareholders on November 28, 2013.  For more information on the Company's compensation policy, see "Item 6. Directors, Senior Management and Employees – 6.B. Compensation". In accordance with the Companies Law, as amended, the compensation policy must be re-approved every three years, in the manner described above. The board of directors is responsible for reviewing from time to time the compensation policy and determining whether or not there are any circumstances that require adjustments to the current compensation policy.




Disclosure of personal interest. The Companies Law requires that an office holder promptly disclose to the company any personal interest that he or she may have and all related material information known to him or her, in connection with any existing or proposed transaction by the company. “Personal interest”, as defined by the Companies Law, includes a personal interest of any person in an act or transaction of the company, including a personal interest of his relative or of a corporate body in which that person or a relative of that person is a 5% or greater shareholder, a holder of 5% or more of the voting rights, a director or general manager, or in which he or she has the right to appoint at least one director or the general manager. “Personal interest” does not apply to a personal interest stemming merely from the fact that the office holder is also a shareholder in the company. "Personal interest" also includes (1) personal interest of a person who votes via a proxy for another person, even if the other person has no personal interest, and (2) personal interest of a person who gives a proxy to vote even if the person who votes on his or her behalf has no personal interest, regardless of whether the discretion of how to vote lies with the person voting or not.




The office holder must make the disclosure of his or her personal interest promptly and, in any event, no later than the first meeting of the company’s board of directors that discusses the particular transaction. This duty does not apply to the personal interest of a relative of the office holder in a transaction unless it is an “extraordinary transaction”. The Companies Law defines an extraordinary transaction as a transaction not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities, and defines a relative as a spouse, sibling, parent, grandparent, descendent, and spouse’s descendant, and includes a sibling, parent and spouse of any of the foregoing.




Approvals. The Companies Law provides that a transaction with an office holder or a transaction in which an office holder has a personal interest may not be approved if it is adverse to the company’s interest. In addition, such a transaction generally requires board approval, unless the transaction is an extraordinary transaction or the articles of association provide otherwise. If the transaction is an extraordinary transaction, or if it concerns exculpation, indemnification or insurance of an office holder, then in addition to any approval stipulated by the articles of association, approval of the Company’s Audit Committee or Compensation Committee (as the case may be) and Board of Directors, in that order, is required, and may also require special majority approval by shareholders. In accordance with the recent amendments to the Companies Law, approval by both the compensation committee and the board of directors is required for all arrangements regarding terms of service, including cash and equity based compensation, exemption from liability, indemnification, D&O insurance and other benefits and payments related to the service and employment of an Office Holder. Except for certain specific exemptions under the Companies Law, matters referred to herein with respect to the CEO of a public company or a director of a company (including engagement with respect to employment terms of a director in a position other than as a director) also require shareholder approval.




44




With respect to the CEO of a public company, or with respect to a director who is a controlling shareholder, shareholder approval must be by a special majority vote. With respect to transactions described above with the CEO, the compensation committee may determine that such transaction does not require shareholders approval, provided that: (i) the CEO is considered to be "independent" based on criteria set forth in the Companies Law; (ii) the compensation committee determined, based on detailed reasons, that bringing the transaction to the approval of the shareholders may compromise the entering into the transaction; and (iii) the terms of the transaction are consistent with the company's compensation policy.




In order to be approved, the terms of employment of Office Holders of a public company must be consistent with the company's compensation policy. However, the compensation committee and the board of directors may, under special circumstances, approve terms of employment which are not in accordance with the company's compensation policy if:




1)
the compensation committee and the board of directors have taken into consideration the mandatory considerations and criteria which are specified in the Companies Law for a compensation policy and the respective employment terms include such mandatory considerations and criteria; and




2)
the company's shareholders approved such terms of employment, subject to a special majority requirement.




Notwithstanding the above, the compensation committee and the board of directors may approve terms of employment of Office Holders (other than CEO or directors) that are not in accordance with the company's compensation policy, even if the shareholders' do not approve such terms, provided that:




1)
both the compensation committee and the board of directors re-discussed the transaction and decided to approve it despite the shareholders' objection, based on detailed reasons; and




2)
the company is not a "Public Pyramid Held Company", which is a public company controlled by another public company (including by a company that only issued debentures to the public), which is also controlled by another public company (including a company that only issued debentures to the public) that has a controlling shareholder.




Under the Companies Law, as amended, changes of the terms of a current arrangement regarding service and employment terms of an Office Holder (other than a director) may require only the approval of the compensation committee if the compensation committee determines that such changes are not material.




A director who has a personal interest in a matter that is considered at a meeting of the board of directors, compensation committee or audit committee may not attend that meeting or vote on that matter. However, if the chairman of the board of directors or the chairman of the compensation committee or audit committee determines that the presence of an office holder with a personal interest is required for the presentation of a matter, such officer holder may be present at the meeting. Notwithstanding the foregoing, a director who has a personal interest may be present at the meeting and vote on the matter if a majority of the board of directors, compensation committee or audit committee also has a personal interest in the matter. If a majority of the board of directors, compensation committee or audit committee has a personal interest in the transaction, shareholder approval also would be required.




Shareholders




The Companies Law imposes the same requirements regarding disclosure to the company of a personal interest, as described above, on a controlling shareholder of a public company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder who has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.




45




Approval of the audit committee, board of directors and our shareholders, in that order, is required for:




·
extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and




·
the terms of an engagement by the company, directly or indirectly, with a controlling shareholder or a controlling shareholder’s relative (including through a corporation controlled by a controlling shareholder), regarding the company’s receipt of services from the controlling shareholder, and if such controlling shareholder is also an office holder of the company, regarding his or her terms of employment.




The shareholder approval must include the majority of shares voted at the meeting. In addition, either:




·
the majority of the shares of the voting shareholders who have no personal interest in the transaction must vote in favor of the proposal (shares held by abstaining shareholders shall not be considered); or




·
the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not represent more than 2% of the aggregate voting rights in the company.




Furthermore, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years, unless, with respect to transactions not involving the receipt of services or compensation, the audit committee or compensation committee (as the case may be) determines that a longer term is reasonable under the circumstances.




In accordance with the recent amendments to the Companies Law, approval by both the compensation committee and the board of directors is required for all arrangements regarding terms of service. Except for certain specific exemptions under the Companies Law, matters referred to herein with respect to the CEO of a public company or a director of a company (including engagement with respect to employment terms of a director in a position other than as a director) also require shareholder approval. With respect to the CEO of a public company, or with respect to a director who is a controlling shareholder, shareholder approval must be by a special majority vote, provided that either:




1)
such majority includes a majority of the total votes of shareholders who have no personal interest in the approval of the transaction and who participate in the voting, in person, by proxy or by written ballot, at the meeting (abstentions not taken into account); or




2)
the total number of votes of shareholders mentioned above that vote the transaction do not represent more than 2% of the total voting rights in the company.




The Companies Law requires that every shareholder who participates in person, by proxy or by voting instrument in a vote regarding a transaction with a controlling shareholder must indicate either in advance or on the ballot whether or not that shareholder has a personal interest in the vote in question. Failure to so indicate will result in the invalidation of that shareholder’s vote.




Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class meeting on the following matters:




·
any amendment to the articles of association;




·
an increase in the company’s authorized share capital;




·
a merger; or




·
approval of related party transactions that require shareholder approval.




A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that he/she possesses the power to determine the outcome of a shareholder vote, and any shareholder who has the power to appoint or prevent the appointment of an office holder in the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness except to state that the remedies generally available for breach of contract would also apply in the event of a breach of the duty to act with fairness toward the company.




46




D.
EMPLOYEES




As of December 31, 2013, the Company, including its subsidiaries, employed a total of 133 persons (all of them are located in Israel), five of whom were in management, 25 of whom were in accounting and importing positions, 36 of whom were involved in the Company's sales and marketing departments and 67 of whom were employed in logistics networks (warehousing and transportation). This compares with 120 employees as of December 31, 2012, five of whom were in management, 20 of whom were in accounting and importing positions, 32 of whom were involved in the Company's sales and marketing departments, and 63 of whom were employed in logistics networks (warehousing and transportation).




As of December 31, 2013, 7 additional employees (stewards and sales people) were engaged on an hourly basis. On December 31, 2012, the number was 10. Other employees were supplied by temporary manpower companies, on as needed bases.




Most of the Company's employees are party to written employment contracts. Regarding the Company's management services agreements with companies controlled by Messrs. Joseph and Zwi Williger, see “Item 6. Directors, Senior Management and Employees – B. Compensation - Management Service Agreements”.




The Company believes that its working relations with its employees are satisfactory. Israeli labor laws are applicable to most of the Company's employees, as are certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) (the "Histadrut") and the Coordination Bureau of Economic Organizations (including the Manufacturers' Association of Israel) (the "MAI"), by order of the Israeli Ministry of Labor. These provisions, along with the Israeli labor laws, principally concern the length of the work day, minimum daily wages for professional employees, paid annual sick leave, prohibition of discrimination, insurance for work-related accidents, social security, procedures for termination of employment by dismissal, entitlement to and calculation of severance pay and other terms 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 CPI. The specific formula for such escalation varies according to agreements between the Government of Israel, the MAI and the Histadrut.




A general practice in Israel, which is followed by the Company, is the maintenance of a pension plan to the benefit of its employees (the "Pension Plan"). Each month, both the Company and its employees allocate sums to the Pension Plan. Types of Pension Plans may vary, while a commonly used Pension Plan is known as “Manager's Insurance”. Pension Plans provide a combination of savings plan, insurance and severance pay benefits to participating employees. Some of the sums allocated monthly by the Company to the employees' Pension Plans are on account of severance pay to which the employees may be entitled, upon termination of employment. Each month the employee contributes an amount which equals to 5% of his insured salary, and the Company contributes an additional sum of between 10% to 13.33% to his insured salary. In addition, Israeli law generally requires payment of 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 6.95% to 18.50% of wages; the employee’s share being 3.5% to 12% (depending on the marginal level of wages) and the employer’s share being 3.45% to 6.50%.




E.
SHARE OWNERSHIP




For information regarding the share ownership of Directors and Officers of the Company see “Item 7. Major Shareholders and Related Party Transactions”.




Employee Share Option Plans




In January 2008, Willi-Food's Board of Directors adopted an employee stock incentive plan to grant stock options to acquire up to 100,000 of the Willi-Food's ordinary shares for the Company's employees. In August 2009, the plan was amended as follows: the number of the options that the Company was authorized to grant was increased to 200,000, the expiration dates of outstanding options were extended by six months, and the purchase price per share payable upon exercise of each option was determined to be NIS 11.5 (USD 3.05) subject to adjustments and not linked to the changes in the consumer price index (from NIS 19 linked to changes in the consumer price index). On August 4, 2009, 135,000 options were granted to employees, and the remaining 65,000 options were granted on June 29, 2011. There are currently no shares available for issuance under the plan. The options granted vest in three equal annual installments commencing on the anniversary date of a grant, and will expire in three, four and five years after the grant, respectively.




47





On October 16, 2013, Willi-Food's Board of Directors adopted an employee stock incentive plan to grant stock options to the Company's employees to acquire up to 100,000 of the Willi-Food's ordinary shares ("2013 Option Plan").  The exercise price for each option granted under the 2013 Option Plan is $6.50, payable upon exercise of each option.  Options granted under the 2013 Option Plan are exercisable in three equal portions: one-third from the end of 12 months to the end of 36 months from the date of grant; one-third from the end of 24 months to the end of 48 months from the date of grant; and one-third from the end of 36 months to the end of 60 months from the date of grant.  The 2013 Option Plan will expire seven years from the date of approval by the Board.  On November 18, 2013, 30,000 options were granted to the Company's CEO, Mr. Gil Hochboim, under the 2013 Option Plan, and there are currently 70,000 shares available for issuance under the plan.





ITEM7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS




A.
MAJOR SHAREHOLDERS




The following table sets forth, as of April 22, 2014, the number of Ordinary Shares beneficially owned by (i) each shareholder, to the best knowledge of the Company and based on information received from the shareholders, to own more than 5% of the Ordinary Shares and (ii) all directors and officers as a group. The information presented in the table is based on 12,974,245 Ordinary Shares outstanding as of April 22, 2014.




Name and Address

Number of

Ordinary Shares Beneficially Owned


Percentage of Ordinary SharesWilli-Food (1)


7,547,318



58.17
%Joseph Williger (1)(2)


7,547,318
(2)


58.17
%Zwi Williger (1)(2)


8,051,725
(2)


62.06
%All directors and officers as a group (2 persons)


8,051,725
(2)


62.06
%
  (1)
Willi-Food’s securities are traded on the Tel Aviv Stock Exchange. The principal executive offices of Willi-Food are located at 4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106 Israel. The business address of each of Messrs. Joseph Williger and Zwi Williger is c/o the Company, 4 Nahal Harif St., Northern Industrial Zone, Yavne, 81106 Israel.(2)
Includes 7,547,318 Ordinary Shares owned by Willi-Food. Messrs. Zwi Williger and Joseph Williger serve as directors and executive officers of Willi-Food and of the Company.




All of the shareholders of the Company (including Willi-Food) have the same number of votes for each ordinary share held. Accordingly, the major shareholders of the Company, Willi-Food, do not have voting rights that are different from those of the Company’s other shareholders. The Company believes that 4,922,520 Ordinary Shares (approximately 37.94% of its outstanding Ordinary Shares) are held by persons who are not officers, directors or the owners of 10% of the Company's outstanding Ordinary Shares. As of April 22, 2014, there were 15 holders of Ordinary Shares of record registered with a United States mailing address, including banks, brokers and nominees. These holders of record, including a part of the Company’s shares held by Willi-Food through brokers, represented as of February 20, 2014, approximately 73.79% of the total outstanding Ordinary Shares. Because these holders of record include banks, brokers and nominees, the beneficial owners of these Ordinary Shares may include persons who reside outside the United States.





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Contemplated Change in Control





On March 2, 2014, the Company announced that Mr. Zwi Williger and Mr. Joseph Williger, the controlling shareholders of Willi-Food, our controlling shareholder, signed an agreement with Emblaze Ltd., a company listed on the London Stock Exchange (the “Emblaze Agreement”), to sell their controlling stake (58%) in Willi-Food to Emblaze, subject to the receipt of the Israeli Anti-Trust Authority's approval and other terms described in the Emblaze Agreement (the “Emblaze Transaction”). The anti-trust approval was received on March 26, 2014.  The Emblaze Agreement was signed by Zwi Williger and Joseph Williger (together, the “Sellers”) to sell up to their entire interests in Willi-Food. Willi-Food owns approximately 58% of the Company's shares. The Emblaze Agreement also governs the ongoing relationship of Emblaze with the Sellers both before and after completion of the Emblaze Transaction.
 
 Under the Emblaze Agreement, and subject to additional conditions contained therein: (i) Emblaze will acquire shares carrying 44.99% of the voting rights in Willi-Food from the Sellers or companies controlled by the Sellers; (ii) Emblaze will publish a special tender offer addressed to all shareholders of Willi-Food pursuant to Israeli Companies Law in order to acquire shares carrying 5% of the voting rights in Willi-Food; and (iii) subject to the successful completion of the special tender offer, Emblaze will make a further purchase from the Sellers of their remaining shares in Willi-Food, such that the Sellers will have sold, in aggregate, approximately 58% of the shares of Willi-Food, comprising their entire holding of shares in Willi-Food.





If Emblaze fails to complete the special tender offer, the Sellers may elect to rescind the Emblaze Agreement unless Emblaze elects to purchase from the Sellers their remaining shares (the “Call Option”) (in which case the Emblaze Agreement will not be rescinded). If Emblaze elects to purchase the Sellers' remaining Shares in these circumstances, then pursuant to the Israeli Companies Law, any shares in Willi-Food held by Emblaze or any person connected with it which would give Emblaze or such persons an interest in more than 44.99% of the voting rights in Willi-Food will, subject to certain exceptions, be treated as “dormant” and would not entitle them to exercise or enjoy any voting or economic rights for so long as Emblaze and such persons continue to hold, in aggregate, more than 44.99% of the voting rights in Willi-Food.





Alternatively, if Emblaze fails to complete the special tender offer and the Sellers do not elect to rescind the Emblaze Agreement (and provided that Emblaze has not exercised the Call Option), Emblaze will grant the Sellers a put option (the “Willi-Food Put Option”) exercisable at any time during a period of five years from completion of the Emblaze Transaction, to sell all or some of the Sellers' remaining shares to Emblaze, subject to certain conditions. During the Willi-Food Put Option exercise period, Emblaze will hold the benefit of a power of attorney which would enable it to procure the Sellers to sell their remaining shares to a third party, subject to compliance with applicable laws. The power of attorney may be cancelled by the Sellers at any time during that period, although such cancellation would lead to the immediate cancellation of the Willi-Food Put Option in relation to such remaining shares.





The Sellers also hold shares and employee options in relation to approximately 7% of the shares of the Company on a fully diluted basis (the “Company Put Option Shares”). Emblaze has granted the Sellers a put option to sell all or some of such shares as vested from time to time (the “Company Put Option”) exercisable for a period of four years (commencing on the first anniversary of signing the Emblaze Agreement) under the terms described in the agreement. The Company Put Option relates to the Company Put Option Shares less any shares sold by the Sellers between the date of completion of the Emblaze Transaction and exercise of the Company Put Option.





As part of the Emblaze Agreement, Mr. Zwi Williger and Mr. Joseph Williger have agreed to continue to serve as chairman of the board and president, respectively, or as joint chief executive officers, of the Company for an additional period, commencing upon expiration of their current service agreements with the Company (which expire in September, 2014), of between 18 months (if their service agreements are not re-approved at the next annual general meeting) and three years (if their service agreements are re-approved at the next annual general meeting) from completion of the Emblaze Transaction.  So long as they continue to provide management services to the Company, Willi-Food, and subsidiaries thereof, Mr. Zwi Williger and Mr. Joseph Williger will remain on the board of directors of both the Company and Willi-Food.  In addition, pursuant to the Emblaze Agreement, Haim Gertal will resign from the board of directors, and Emblaze has the right to nominate five new board members (together with Mr. Gertal's resignation, the "Board Changes").


Israeli Anti-Trust Authority approval was received on March 26, 2014. Subsequent to this approval, Emblaze acquired shares with 44.99% of the voting rights in Willi Food from the Sellers or companies controlled by the Sellers. On April 6, 2014, Emblaze published a special tender offer to shareholders, which expired on April 27, 2014. Although sufficient shares were tendered to enable Emblaze to acquire shares carrying 5% of the voting rights in Willi-Food, per Israel law the results will not be final until May 1, 2014.Assuming that all the shareholders of Willi-Food other than the Seller participate in the special tender offer in relation to their entire shareholdings, Emblaze expects to acquire up to 61.80% (though the actual number may be lower, depending on the breakdown of shareholder acceptances under the special tender offer) of the shares in Willi-Food for an aggregate consideration of approximately up to NIS 285.5 million (approximately $82.3 million). Completion is expected to occur on or about May 4, 2014, after which the Board Changes are expected to take place and changes in the officers of the Company may be considered by the Board.


49





B.
RELATED PARTY TRANSACTIONS




Management Service Agreements.




For information regarding Management Services Agreements with Mr. Zwi Williger, Chairman of the Board of Directors of the Company, and Mr. Joseph Williger, a director and President of the Company, through Williger Management Companies, see "Item 6. Directors, Senior Management and Employees - 6B. Compensation - Management Service Agreements".




Services to Willi-Food




The Company has been providing certain services to Willi-Food 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 Willi-Food, which became effective as of May 19, 1997, the effective date of the Company’s initial public offering.  Pursuant to this agreement, Willi-Food 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 Willi-Food with accounting and secretarial services. In consideration for the use of the Company’s facilities and such other services, Willi-Food agreed to pay the Company a monthly fee equal to NIS 6,487 (USD 1,869) plus VAT. This fee is payable quarterly and is linked to the Israeli CPI. The agreement is for an unlimited term, and is 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.




In light of the enactment of Amendment No. 16, an agreement with a controlling shareholder, such as the Company's service agreement with Willi-Food, must be approved every three years by the Audit Committee, Board of Directors and by a special majority of the General Meeting of Shareholders. Willi-Food is the parent company of the Company and is the controlling shareholder of the Company. On October 6, 2011 following the unanimous approval of the Company's Audit Committee and Board of Directors, the General Meeting of Shareholders of the Company approved the extension of the above service agreement, from November 15, 2011 until November 14, 2014.




As of April 1, 1997, the Company and Willi-Food entered into an agreement pertaining to the allocation of corporate opportunities which may arise from time to time.  The agreement provides that Willi-Food will make available and provide a right of first refusal to the Company with regard to any corporate opportunity offered to Willi-Food, which relates to the food business.




On March 31, 2003, the Board of Directors authorized Willi-Food to participate in the import license lottery of the Israeli Ministry of Economy (formerly known as the Ministry of Industry, Trade and Labor), provided that Willi-Food agreed 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; and (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 proceeds for itself and transferring the balance, if any, to Willi-Food. The Board of Directors determined that this arrangement is not an extraordinary transaction. In 2013, no amount was retained by the Company pursuant to this arrangement.




50




Sale Agreement with Willi-Food




At a General Meeting of Shareholders on August 30, 2012, a sale agreement was approved between the Company and Willi-Food in terms of which Willi-Food would purchase from the Company a variety of food products in order to sell the food products at its store in Israel, and at additional stores that Willi-Food may open in the future (the "Sale Agreement").




Pursuant to the Sale Agreement, Willi-Food agreed to purchase the food products from the Company at a price list to be determined and calculated based on the Company's aggregate cost plus an amount equal to 21% of the Company's aggregate cost. Payment for the food products is to be provided by Willi-Food to the Company within 75 days of supply. In consideration for advertising and branding the Company's brands, Willi-Food is entitled to a monthly credit of NIS 15,000 (USD 4,321) per store. Pursuant to the Sale Agreement, the Company has agreed to participate in discount sale promotions for certain food products performed by Willi Food twice a year (Passover and the “High Holidays”) in the total amount of NIS 50,000 (USD 14,405) per store for each discount sale promotion. The Company has no obligation to participate in any other discount sale promotions by Willi Food. The Company will make a one-time payment to Willi-Food for the store shelf and refrigerator space in the amount of NIS 120,000 (USD 34,572) per store. The Company will contribute to the expenses of Willi-Food for arranging the food products on the store shelves in an amount equal to 3% of the total monthly purchases made by Willi-Food and Willi-Food would be entitled to a year-end bonus equal to 5% of Willi Food's total yearly purchases from the Company. Willi Food would have full right to return all of the food products to the Company.




The Sale Agreement will be in effect for a period of three years commencing on July 24, 2012. Subject to any legal requirements, the Sale Agreement will automatically renew for additional 12 month periods, unless either party notifies the other of its intention to terminate the Sale Agreement.




Employment of Lital Williger





Since May, 2013, the Company has employed Ms. Lital Williger, the daughter of our President and board member, Mr. Joseph Williger. Ms. Williger, who serves as the Company's Marketing Manager, receives a salary of 10,000 NIS per month (USD 2,881), in addition to benefits customarily provided by the Company to its senior employees and including maintenance of her vehicle or the use of a company vehicle. The hiring of Ms. Williger was approved at a general meeting of shareholders in 2011.




C.
INTERESTS OF EXPERTS AND COUNSEL




Not applicable.




ITEM8.  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




On November 21, 2005, the Board of Directors of the Company declared a cash dividend of NIS 0.55 (USD 0.15) per share (or an aggregate of NIS 4,754 thousand (USD 1,274 thousand)) payable to its shareholders of record as of January 11, 2006. The cash dividend was paid on January 25, 2006.





Apart from the abovementioned, the Company has never declared or paid cash dividends on its ordinary shares. The Company may declare cash dividends in the future, depending on its financial and operational condition and on its expansion strategy.





Legal Proceedings




(1)
On July 7, 2008, WF Kosher Food Distributors Ltd. ("WF") filed a lawsuit in the Supreme Court of the State of New York, County of New York, against Laish Israeli Food Ltd., Laish Dairy Ltd., 860 Nostrand Associates LLC., Arie Steiner, Eli Biran (WF's former CEO) and others. WF asserted claims of, inter alia, fraud, conversion and breach of contract. Certain of those defendants moved to dismiss the complaint based on the execution of a 2007 settlement agreement. That motion was denied in 2009. In addition, those defendants who initially moved to dismiss the complaint filed a later motion requesting that the Court reconsider its denial of their motion to dismiss based on recent decisions of New York’s Court of Appeals. Following such application, the Court dismissed those claims which were the subject of the settlement agreement.




51





On August 27, 2008, 860 Nostrand Associates LLC. filed a lawsuit against the Company  claiming that the Company is liable to it as a guarantor of an alleged lease between WF and 860 Nostrand Associates LLC. Damages are being sought in the amount of $735,000 plus interest and legal fees. The Company has disputed the validity of the lease and guarantee.





The two cases were consolidated for discovery and a joint trial. Discovery has been completed. Several trial dates were set last year and adjourned. Settlement discussions have not been productive. The parties are currently preparing for an April 28, 2014 jury trial. At the current stage of the dispute, the Company's management and legal counsel cannot assess the chances of the parties.





(2)
On September 22, 2008, a lawsuit was filed against the Company, WF and one of the Company's officers by several WF's Israeli vendors in the Tel Aviv-Jaffa Magistrates Court in the amount of NIS 1,350 thousand (USD 389 thousand), claiming nonpayment of WF for food products that they allegedly supplied to WF. A statement of defense was filed where the Company vigorously defended against such claims. In March 2014, a verdict was rendered in which the Court rejected all plaintiffs' arguments and accepted all the Company's arguments. The Court further ruled legal expenses of NIS 60 thousand (USD 17 thousand) in favor of the Company.





(3)
In December 2012, November 2013 and December 2013, three civil complaints and applications for their approval as class actions were filed against the Company  alleging the unlawful and misleading labeling of products imported and sold by the Company. The complaints seek to represent every resident of the State of Israel who purchased products of the Company. The aggregate amount of the claims, as estimated by the plaintiffs, is approximately NIS 17 million (USD 4.8 million). In light of the early stage of the procedures, it is not possible at this time to provide an assessment of the chances of success of the claims and, therefore no provision has been made in the financial statements.





(4)
In October 2013, the Company filed a claim with the Rishon Le'Zion Magistrate Court against the Israel Customs and VAT Department in the framework of which it demanded that the Court nullify the charge issued to the Company by the Central Customs House, which argued that, for customs purposes, the Company did not include various costs that it had incurred in order to receive Kosher certification for the food products that it had imported over a seven-year period, thereby underpaying customs duties (in this paragraph, the "Charge Notice"). The Charge Notice requires the payment of total customs duties of approximately NIS 150 thousand (USD 43 thousand). The legal advisors of the Company believe that there is a high probability of successfully challenging the Charge Notice and, accordingly, the financial statements do not include a provision in respect of the Charge Notice.





(5)
In November, 2013, Messrs. Zwi and Joseph Williger informed the Company that in the context of mediation they have agreed with Mr. Arcadi Gaydamak to the dismissal of Mr. Gaydamak's claims against them. In 2009, Mr. Gaydamak filed a lawsuit against Messrs. Zwi and Joseph Williger claiming, among others, that they did not rightfully exercise their call option under loan agreements following which Messrs. Zwi and Joseph Williger each increased his holdings by 21.65% of the outstanding shares of the Company's parent company, Willi-Food Investments Ltd. (based on its outstanding shares at the time). As a result of their agreement, all claims between the parties have been dismissed.





Other than as stated above, there is 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.




52




For information concerning taxes to which stockholders in the United States may be subject, see “Item 10. Additional Information- Taxes”.




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.




ITEM9.  THE OFFER AND LISTING




A.
OFFER AND LISTING DETAILS




Our ordinary shares have been traded on the Nasdaq Capital Market since May 19, 1997.  On March 15, 2006, the ticker symbol of our ordinary shares was changed from “WILCF” to “WILC”. The warrants that were issued as part of our 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 our 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 SharesHigh

Low2014Second Quarter (through April 22, 2014)

7.79

7.47First Quarter


8.91

7.002013


8.50

4.76First Quarter


6.90

4.76Second Quarter


7.10

6.26Third Quarter


7.38

6.62Fourth Quarter


8.50

7.012012


5.07

3.90First Quarter


5.07

3.91Second Quarter


4.94

4.25Third Quarter


4.44

3.93Fourth Quarter


5.07

3.902011


8.08

4.242010


7.38

5.202009


6.30

0.55April 2014 (through April 22, 2014)

7.79

7.47March 2014


8.01

7.00February 2014


8.40

7.85January 2014


8.91

7.79December 2013


8.30

7.55November 2013


8.50

7.01October 2013


7.50

7.04




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B.
PLAN OF DISTRIBUTION




Not applicable.




C.
MARKETS




In May 1997, our ordinary shares began trading on the Nasdaq Capital Market under the symbol "WILCF". On March 15, 2005, the Company's Nasdaq ticker symbol was changed to "WILC".




D.
SELLING SHAREHOLDERS




Not applicable.




E.
DILUTION




Not applicable.




F.
EXPENSES ON THE ISSUE




Not applicable.




ITEM10.  ADDITIONAL INFORMATION




A.
SHARE CAPITAL




Not applicable.




B.
MEMORANDUM AND ARTICLES OF ASSOCIATION




Purposes and Objects of the Company





We are a public company registered under the Israeli Companies Law as G. Willi-Food International Ltd., registration number 52-004320-9.




On March 20, 2014, shareholders approved an amendment to Article 6 of our articles of association changing the objectives of the Company from engaging in importing, exporting and marketing of products and other commodities to engaging in any lawful activity. Our Board of Directors is empowered to embark on or withdraw from any business in which we deal. Under our articles of association, our Board of Directors is entitled to donate reasonable amounts to worthy causes, even if such donation is not within the framework of our business considerations.




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The Powers of Directors





The powers of a Director to vote on a proposal, arrangement or contract in which such Director is materially interested is limited by the relevant provisions of the Israeli Companies Law. In addition, the power of the Directors to vote compensation to themselves or any members of their body requires the approval of the Compensation Committee and the shareholders at a general meeting, in addition to the approval of the Board of Directors. Compensation and indemnification of expenses of External Directors must be in accordance with the applicable provisions of the Israeli Companies Law.




The Israeli Companies Law and our Articles of Association require that a Director or Office Holder promptly disclose, either at a board meeting or by way of a general notice, any personal interest that he or she may have and all related material information know to him or her in connection with any existing or proposed transaction by the Company. In addition, if the transaction is an extraordinary transaction (as defined in the Israeli Companies Law), the member of the Board of Directors or Office Holder, must also disclose any personal interest held by his or her spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of the foregoing.




Once the Director or Office Holder complies with the above disclosure requirements, the Company may approve the transaction in accordance with the provisions of the Articles of Association.  If the transaction is with a third party in which the member of the Board of Directors or Office Holder has a potential interest, the approval must confirm that the transaction is not adverse to the Company’s interest.  Furthermore, if the transaction is an extraordinary transaction, then, in addition to any approval stipulated by the Articles of Association, it also must be approved by the Audit Committee and then by the Board of Directors, and, under certain circumstances, by a meeting of the shareholders of the Company.  See “Item 6. Directors, Senior Management and Employees - 6C. Board Practices – Approval of Related Party Transactions under the Israeli Companies Law”.




Directors with respect to whom the foregoing matters are brought for Board of Directors 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 Israeli Companies Law further provides that in the event that a majority of board members have a personal interest in such a matter, shareholder approval is also required.




The Articles of Association provide that the Board of Directors, subject to the Israeli Companies Law, may, at its discretion from time to time in accordance with the needs of the Company, make decisions to borrow and/or obtain credit facilities in any amount and to secure the repayment thereof either by mortgage, charge or other security on the Company’s undertakings or on its property, in whole or in part (both existing and future) including the share capital of the company which is, at the time, uncalled.




Subject to applicable provisions of the Israeli Companies Law regarding matters that the Board of Directors may not delegate to a committee, or matters for which a committee may only make recommendation to the Board of Directors, the Board of Directors may delegate its powers to committees consisting of at least three (3) Directors, including at least one External Director. A resolution passed or an action taken by a directors’ committee has the same validity as a resolution passed or an action taken by the Board of Directors, unless otherwise specifically expressed in the resolution of the Board of Directors that established said committee.




Rights Attached to Shares





The Company is authorized to issue 49,893,520 Ordinary Shares, par value NIS 0.10 and 106,480 Preferred Shares, par value NIS 0.10, each ranking pari passu. The Company may alter the share capital of the Company in accordance with the provisions of the Israeli Companies Law and the Articles of Association. The rights attached to the Company’s Shares are as follows:




Dividend Rights





Holders of Ordinary Shares are entitled to participate pari passu with all other shareholders of the Company’s Ordinary Shares in any distribution of a dividend, whether in cash, assets, or in any other legal form, declared, as well as the right to participate pari passu with all other holders of our Ordinary Shares in the distribution of bonus shares resolved by the Company. The Articles of Association note that a shareholder shall not be entitled to receive a dividend or bonus shares as above, and shall not be entitled to exercise any right as a shareholder unless he has paid in full all notices of call delivered to him, together with linkage differences, interest and expenses owed, as applicable, on calls which have not been paid by him on time.




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Voting Rights





Holders of Ordinary Shares of the Company have the right to receive notices of general meetings of the Company, to be present, and to participate and vote therein. Each holder of Ordinary Shares in the Company has the right to one vote per share in the general meetings of the Company on all matters submitted to a vote of shareholders. A shareholder may vote in person, via proxy, or by means of a written form (“Voting Instrument”) described in the Articles of Association. Any resolution of the Company in a general meeting shall be deemed duly passed if passed by a simple majority of registered shareholders present and voting, unless a different majority is required by the Israeli Companies Law or the Articles of Association.




Under the Articles of Association, the Directors (who are not External Directors) are elected annually by the registered shareholders at the annual meeting. Such directors hold office until the conclusion of the next annual meeting or until their earlier removal or resignation. In addition, at least two (2) External Directors who comply with the qualifications described in the Israeli Companies Law must serve on the Board of Directors. External Directors are appointed by a majority vote at a general meeting, provided that: (i) the majority vote includes at least a majority of the shares of non-controlling shareholders who do not have a personal interest in the appointment (excluding a personal interest not resulting from the shareholder's relation with the controlling shareholder), as described in the Israeli Companies Law, voted at the meeting, with abstentions not taken into consideration in calculating the total number of the non-controlling shareholders, and (ii) the total number of shares of such non-controlling shareholders referred to in clause (1) voting against the resolution appointing an External Director is not more than two percent (2%) of the overall voting rights in the Company. External Directors are appointed for a term of three (3) years and their office may be extended by a resolution of the general meeting for an additional two-three (3) years. An External Director may be removed from office only in accordance with the relevant provisions of the Israeli Companies Law.




If no Directors are elected at an annual meeting, then the persons who served as Directors immediately prior to the annual meeting will continue to serve as directors unless otherwise determined by the annual meeting or by the Board of Directors. A Director who has ceased to serve in office is eligible for reelection. The Board of Directors has the power to appoint additional Directors to fill a vacancy, so long as the number of directors will not exceed a number of Directors approved at a general meeting. Any Director so appointed will hold office until the conclusion of the next annual meeting unless he is removed or resigns earlier.




Rights in the Company’s Profits





The shareholders of the Company have the right to share in the Company’s profits distributed as a dividend and any other permitted distribution. See “Dividend Rights” above.




Rights in the Event of Liquidation





Holders of Ordinary Shares are entitled to receive any return of capital, pari passu, with all other ordinary shareholders, upon the dissolution of the Company. Holders of Ordinary Shares are also entitled to participate, pari passu, with all other Ordinary Shareholders in the distribution of the surplus of the Company’s assets available for distribution in the event of dissolution of the Company which remain after the Company has paid the holders of Ordinary Shares all amounts payable as return of capital.




Liability to Further Capital Calls by the Company





If the terms of allotment of any shares of the Company do not specify a particular date for the payment of all of the consideration which is to be paid therefore, or any part thereof, our board of directors may, from time to time, as it deems fit, make calls on the shareholders in respect of the amounts not yet paid for their shares, whether on account of the par value of the shares or on the account of the premium, and each shareholder shall be obligated to pay the Company the amount so demanded from him not later than the date of payment set forth in the notice containing the call.  Shareholders shall be given prior notice of at least fourteen (14) days in respect of any call.  In the event that amounts set forth in the call have not been paid in whole or in part as of the date of payment set forth in the call, the shareholders shall be obligated to pay linkage differences or interest (or both) on the outstanding amounts, as determined by the Board of Directors.




56




Changing Rights Attached to Shares





Under the Articles of Association, the Company may, by resolution of a general meeting, vary the rights attached to any class of shares on the Company’s stamp or its printed name (unless otherwise determined in the terms of issue of the shares of such class), after obtaining the written consent of the holders of the majority of the issued shares of said class or with the approval of a resolution duly passed at a class meeting of the holders of such class of shares.




Annual and Special Meetings





The Board of Directors must convene an annual meeting at least once every calendar year, within fifteen months of the preceding general meeting, at a place prescribed by the board so long as it is in the State of Israel. Per the Articles of Association and subject to the provisions of the Israeli Companies Law, notices to shareholders regarding the convocation of a general meeting are to be published in two daily Hebrew language newspapers circulated in Israel.  Notice need not be served to our shareholders on an individual basis.




The Board of Directors will convene a special meeting upon receipt of a written request from either (i) two directors or 25% of the total number of directors; (ii) one or more shareholders holding at least 5% of the issued share capital and at least 1% of the shareholders’ voting power; or (iii) one or more shareholders holding no less than 5% of the Company’s issued voting shares. If the Board is required to convene a special meeting, it shall convene it at a time which is at least 21 days, but not longer than 35 days after the date of the notice of convening such meeting. In the event that the board of directors does not convene a special meeting within the timeframe set forth above, those that submitted the request for such meeting, or part of them representing more than one-half of the voting rights of all of them, may convene the special meeting themselves, provided that such meeting is held within three months of the time when the special meeting was requested.




Limitations on the Rights to Own Securities





The Articles of Association do not place limitations on the rights to own securities.  Under the Articles no limitations apply to the transfer of shares in the Company and the number of shareholders is unlimited.




Changes in the Company’s Capital





Changes in the capital of the Company are subject to the approval by ordinary majority of the shareholders at a general meeting, Shareholders may resolve to increase the authorized share capital; consolidate our share capital and divide it into shares of greater value than existing shares; divide existing shares into shares of lesser value; cancel any authorized share capital which has not yet been allotted (provided there is no undertaking to allot such share capital); or reduce the capital by way of a distribution if such distribution has been approved by a court, in accordance with the relevant provisions of the Israeli Companies Law. If the shareholders resolve to increase the share capital, the new shares will be subject to the same provisions applicable to the shares of the original capital.




Neither the Memorandum of Association nor 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.




C.
MATERIAL CONTRACTS




Convertible Loan to C.D-B.A Holdings (Designated) (2013) Ltd.




On November 28, 2013, the Company provided a convertible loan of NIS 65 million (approximately $18.7 million) to C.D-B.A Holdings (Designated) (2013) Ltd. ("C.D-B.A"), convertible at the election of the Company into shares of IDB Holdings Corporation ("IDBH") or IDB Development Company ("IDBD"), each traded on the Tel Aviv Stock Exchange, to be held by C.D-B.A. The convertible loan was provided to C.D-B.A, which to the best knowledge of the Company at the time of the loan was owned 70% indirectly by Emblaze and 30% by Mr. Nochi Dankner and his family members, in connection with a proposed reorganization plan for IDBH. IDBH, one of the largest holding companies in Israel, conducts many of its activities through its holdings in IDBD, its wholly owned subsidiary. The loan was due and payable the earlier of one year from the date of deposit or six months from the date of closing set according to the reorganization plan. The loan bore interest at the rate of 5% compounded annually from the date of deposit until the date of relevant repayment and was linked to CPI. The number of shares issuable upon conversion of the loan was to be determined based on the ratio between the principal amount of the loan and the amount of equity contributed by C.D-B.A in the context of debt arrangement of IDBH. On January 12, 2014, the Company received full repayment from C.D-B.A of the convertible loan. On January 14, 2014, the Company also received from C.D-B.A NIS 410,000 (approximately $118,000) in accumulated interest owed to the Company under the terms of the convertible loan agreement.




57




For information with respect to the Company’s other material contracts, see “Item 7.  Major Shareholders and Related Party Transactions – B. Related Party Transactions.”




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.




E.           TAXATION





The following is a discussion of certain material Israeli tax consequences to purchasers of our ordinary shares. The discussion also contains a description of certain relevant material provisions of the current Israeli income tax system applicable to companies in Israel, with special reference to its effect on us. To the extent that the discussion is based on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion.





This discussion applies to shareholders that hold our ordinary shares as capital assets and does not address all of the tax consequences that may be relevant to holders of our ordinary shares in light of their particular circumstances or certain types of holders of our ordinary shares subject to special tax treatment.  Because individual circumstances may differ, shareholders should consult their tax advisor to determine the applicability of the rules discussed below to them, including the application of Israeli or other tax laws. The discussion below is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations.





Potential investors are urged to consult their own tax advisors as to the Israeli or other tax consequences of the purchase, ownership and disposition of the Shares including, in particular, the effect of any foreign, state or local taxes.





Taxation of Israeli Companies





General Corporate Tax Structure





Generally, Israeli companies are subject to corporate tax at the rate of 24% for the 2011 tax year and 25% for the 2012 and 2013 tax years. Israeli companies are generally subject to capital gains tax at the corporate tax rate. Following an amendment to the Israeli Income Tax Ordinance which came into effect on January 1, 2012, scheduled gradual reduction of the corporate tax rate in future years was canceled, and the corporate tax rate was increased to 25%.  In July 30, 2013, the "Knesset" approved the third reading of the "Arrangements Law"("the Law") and on August 5, 2013 it was published in the registry. According to which the corporate tax will be increased by 1.5% commencing 2014 tax year from 25% to 26.5%. As of December 31, 2013, deferred tax balances that are measured according to the corporate tax have been computed according the provisions of the Law.





Amendment No. 174 to the Income Tax Ordinance, enacted in January 2010, provides that Israeli Accounting Standard No. 29 will not apply with respect to the tax years 2007, 2008 and 2009, and as a result the International Financial Reporting Standards (IFRS) will not apply for purposes of determining taxable income for such tax years. In January 2012, Amendment No. 188 to the Income Tax Ordinance was enacted which provides that Israeli Accounting Standard No. 29 (and as a result IFRS) will not apply also with respect to the tax years 2010 and 2011. The effect of this amendment on our financial statements, included elsewhere in this annual report, is not material.





58




Special Provisions Relating to Taxation under Inflationary Conditions





The Income Tax Law (Inflationary Adjustments), 1985 (the "Inflationary Adjustments Law") is designed to neutralize the erosion of capital investments in businesses and to prevent tax benefits resulting from the deduction of inflationary financial expenses. The Inflationary Adjustments Law applies a supplementary set of inflationary adjustments to the normal taxable profit computed according to regular historic cost principles. Generally, the Inflationary Adjustments Law provides tax deductions and adjustments to depreciation deductions and tax loss carry forwards to mitigate the effects resulting from an inflationary economy. Until 2008, our taxable income was determined under the Inflationary Adjustments Law.





In February 2008, the Israeli Parliament passed an amendment No. 20 to the Income Tax (Inflationary Adjustments) Law, 1985, which limits the scope of the law starting 2008 and thereafter. Starting 2008, the results for tax purposes is measured in nominal values, excluding certain adjustments for changes in the Consumer Price Index carried out in the period up to December 31, 2007. The amended law includes, inter alia, the elimination of the inflationary additions and deductions and the additional deduction for depreciation starting 2008.





Capital Gains Tax on Sales of Our Ordinary Shares





Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares in Israeli resident companies, by non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. In calculating capital gain, the law distinguishes between real gain and inflationary surplus. The inflationary surplus is the portion of the total capital gain equal to the increase in the relevant asset’s value that is attributable to the increase in the Israeli CPI between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus.  A non-resident that invests in taxable assets with foreign currency, or any individual who holds securities the price of which is stated in foreign currency, may elect to calculate the amount of inflationary surplus in that foreign currency.





Taxation of Israeli Residents





As of January 1, 2012, the tax rate generally applicable to real capital gains derived from the sale of shares, whether listed on a stock market or not, is 25% for Israeli individuals, unless such shareholder claims a deduction for financing expenses in connection with such shares, in which case the gain will generally be taxed at a rate of 30%. Additionally, if such shareholder is considered a significant shareholder at any time during the 12-month period preceding such sale, the tax rate will be 30%. For this purpose, a significant shareholder is one that holds, directly or indirectly, including with others, at least 10% of certain means of control in a company.





Israeli companies are generally subject to the corporate tax rate (see above) on capital gains derived from the sale of shares listed on a stock market.





Taxation of Non-Israeli Residents





Non-Israeli residents are generally exempt from Israeli capital gains tax on any gains derived from the sale of shares of Israeli companies publicly traded on the Tel Aviv Stock Exchange or a recognized stock exchange outside of Israel (including the New York Stock Exchange), provided that such shareholders did not acquire their shares prior to the issuer’s initial public offering  (in which case a partial exemption may be available) and that the gains were not derived from a permanent establishment maintained by such shareholders in Israel.  Shareholders that do not engage in activity in Israel generally should not be subject to such law. However, a non-Israeli corporation will not be entitled to the exemption from capital gains tax if Israeli residents (i) have a controlling interest of 25% or more in such non-Israeli corporation or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.





59




In addition, under the Convention between the Government of the United States of America and the Government of Israel with respect to Taxes on Income, as amended, referred to as the U.S.-Israel tax treaty, the sale of our ordinary shares by a shareholder who qualifies as a resident of the United States within the meaning of the U.S.-Israel tax treaty and who is entitled to claim the benefits afforded to such person by the U.S.-Israel tax treaty, referred to as a treaty U.S. resident, and who holds its ordinary shares as a capital asset is also exempt from Israeli capital gains tax unless either (i) the treaty U.S. resident holds, directly or indirectly, shares representing 10% or more of our voting power during any part of the 12-month period preceding such sale or (ii) the capital gains arising from such sale are attributable to a permanent establishment of the treaty U.S. resident that is located in Israel.  However, under the U.S.-Israel tax treaty, a treaty U.S. resident would be permitted to claim a credit for taxes paid in Israel against the U.S. federal income tax imposed on the sale, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel tax treaty does not relate to U.S. state or local taxes.




Taxation of Dividends Paid on Our Ordinary Shares





Taxation of Israeli Residents





Following an amendment to the Israeli Income Tax Ordinance which came into effect on January 1, 2012, individuals who are Israeli residents are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25% (previously 20%), unless the recipient is a significant shareholder (as defined above) at any time during the 12-month period preceding the distribution in which case the applicable tax rate will be 30% (previously 25%). The company distributing the dividend is required to withhold tax at the rate of 25% (previously 20%) (a different rate may apply to dividends paid on shares deriving from the exercise of stock options or other equity based awards granted as compensation to employees or office holders of the company). Companies which are Israeli residents are generally exempt from income tax on the receipt of dividends from another Israeli company, unless the source of such dividends is located outside of Israel in which case tax will generally apply at a rate of 25%.





Taxation of Non-Israeli Residents





Non-residents of Israel are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25% unless the recipient is a significant shareholder at any time during the 12-month period preceding the distribution in which case the applicable tax rate will be 30%. The company distributing the dividend is required to withhold tax at the source at the rate of 25%.





Under the U.S.-Israel tax treaty, the maximum rate of tax withheld in Israel on dividends paid to a holder of our ordinary shares who is a treaty U.S. resident is 25%. The maximum rate of withholding tax on dividends that are paid in certain circumstances to a U.S. corporation holding 10% or more of our outstanding voting power throughout the tax year in which the dividend is distributed as well as the previous tax year, is 12.5%.





A non-resident of Israel who has dividend income derived from or accrued in Israel, from which tax was withheld at source, is generally exempt from the duty to file tax returns in Israel in respect of such income, provided such income was not derived from a business conducted in Israel by such non-Israeli resident.





U.S. Federal Income Tax Considerations





The following discussion is a summary of certain material U.S. federal income tax considerations applicable to a U.S. holder (as defined below) regarding the acquisition, ownership and disposition of ordinary shares. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury regulations, administrative pronouncements, rulings and judicial decisions as of the date of this annual report. All of these authorities are subject to change, possibly with retroactive effect, and to change or changes in interpretation. In addition, this summary does not discuss all aspects of U.S. federal income taxation that may be applicable to investors in light of their particular circumstances or to investors who are subject to special treatment under U.S. federal income tax law, including U.S. expatriates, insurance companies, banks, regulated investment companies, securities broker-dealers, financial institutions, tax-exempt organizations, persons holding ordinary shares as part of a straddle, hedging or conversion transaction, persons subject to the foreign tax credit splitting events rules, persons subject to the alternative minimum tax, persons who acquired their ordinary shares pursuant to the exercise of employee stock options or otherwise as compensation, persons having a functional currency other than the U.S. dollar, persons owning (directly, indirectly or by attribution) 10% or more of our outstanding share capital or voting stock, and persons not holding the ordinary shares as capital assets. This discussion also does not address the consequences of the Medicare tax on net investment income or any aspect of State, local or non-U.S. tax law or any other aspect of U.S. federal taxation other than income taxation.




60





As used herein, the term “U.S.holder” means a beneficial owner of an ordinary share who is eligible for benefits  as a U.S. resident under the limitation on benefits article of the U.S. Treaty (as defined above in “–Taxation of Residents of the United States under the U.S. Treaty”), and is:





·
a citizen individual or resident of the United States for U.S. federal income tax purposes;·
a corporation, or an entity taxable as a corporation, for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;●
a trust if (A) a U.S. court is able to exercise primary supervision over the trust’s administration and (B) one or more U.S. persons have the authority to control all of the trust’s substantial decisions; or·
an estate whose income is subject to U.S. federal income taxation regardless of its source.







If a partnership, or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner in a partnership that holds ordinary shares is urged to consult its own tax advisor regarding the specific tax consequences of owning and disposing of ordinary shares.





Holders of ordinary shares should consult their own tax advisors concerning the specific Israeli, U.S. federal, state and local tax consequences of the ownership and disposition of the ordinary shares in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. In particular, U.S. holders are urged to consult their own tax advisors concerning whether they will be eligible for benefits under the U.S. Treaty.





Dividends





A U.S. holder generally will be required to include in gross income as ordinary dividend income the amount of any distributions paid on the ordinary shares, including the amount of any Israeli taxes withheld in respect of such dividend. Dividends paid by us will not qualify for the dividends-received deduction applicable in certain cases to U.S. corporations.





The amount of any distribution paid in NIS, including the amount of any Israeli withholding tax thereon, will be included in the gross income of a U.S. holder of ordinary shares in an amount equal to the U.S. dollar value of the NIS calculated by reference to the spot rate of exchange in effect on the date the distribution is received by the U.S. holder. If a U.S. holder converts dividends paid in NIS into U.S. dollars on the day such dividends are received, the U.S. holder generally should not be required to recognize foreign currency gain or loss with respect to such conversion. If the NIS received in the distribution are not converted into U.S. dollars on the date of receipt, any foreign currency gain or loss recognized upon a subsequent conversion or other disposition of the NIS will be treated as U.S. source ordinary income or loss. Special rules govern and special elections are available to accrual method taxpayers to determine the U.S. dollar amount includible in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are urged to consult their own tax advisors regarding the requirements and the elections applicable in this regard.





Any dividends paid by us to a U.S. holder on the ordinary shares will be treated as foreign source income and will generally be categorized as “passive income” for U.S. foreign tax credit purposes. Subject to the limitations in the Code, as modified by the U.S. Treaty, a U.S. holder may elect to claim a foreign tax credit against its U.S. federal income tax liability for Israeli income tax withheld from dividends received in respect of ordinary shares. U.S. holders who do not elect to claim the foreign tax credit may instead claim a deduction for Israeli income tax withheld, but only for a year in which the U.S. holder elects to do so with respect to all foreign income taxes. A deduction does not reduce U.S. tax on a dollar-for-dollar basis like a tax credit. The deduction, however, is not subject to the limitations applicable to foreign tax credits. The rules relating to the determination of the foreign tax credit are complex. Accordingly, if you are a U.S. holder of ordinary shares, you should consult your own tax advisor to determine whether and to what extent you would be entitled to the credit.





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Certain U.S. holders (including individuals) are eligible for reduced rates of U.S. federal income tax (currently up to 20%) in respect of “qualified dividend income”. For this purpose, qualified dividend income generally includes dividends paid by a non-U.S. corporation if, among other things, the U.S. holders meet certain minimum holding period requirements and the non-U.S. corporation satisfies certain requirements, including that either (i) the shares with respect to which the dividend has been paid are readily tradable on an established securities market in the United States, or (ii) the non-U.S. corporation is eligible for the benefits of a comprehensive U.S. income tax treaty (such as the U.S. Treaty) which provides for the exchange of information. We currently believe that dividends paid with respect to our ordinary shares, should constitute qualified dividend income for U.S. federal income tax purposes. We anticipate that our dividends will be reported as qualified dividends on Forms 1099-DIV delivered to U.S. holders. In computing foreign tax credit limitations, non-corporate U.S. Holders may take into account only a portion of a qualified dividend to reflect the reduced U.S. tax rate applicable to such dividend. Each individual U.S. holder of ordinary shares is urged to consult his own tax advisor regarding the availability to him of the reduced dividend tax rate in light of his own particular situation and regarding the computations of his foreign tax credit limitation with respect to any qualified dividend income paid by us, as applicable.





Sale, Exchange or Other Taxable Disposition





Upon the sale, exchange or other taxable disposition of ordinary shares, a U.S. holder generally will recognize capital gain or loss equal to the difference between the U.S. dollar value of the amount realized on the sale, exchange or other taxable disposition and the U.S. holder’s adjusted tax basis, determined in U.S. dollars, in the ordinary shares. Any gain or loss recognized upon the sale, exchange or other taxable disposition of the ordinary shares will be treated as long-term capital gain or loss if, at the time of the sale, exchange or other taxable disposition, the holding period of the ordinary shares exceeds one year. In the case of individual U.S. holders, capital gains generally are subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses by a U.S. holder is subject to significant limitations. U.S. holders should consult their own tax advisors in this regard.





In general, gain or loss recognized by a U.S. holder on the sale, exchange or other taxable disposition of ordinary shares will be U.S. source income or loss for U.S. foreign tax credit purposes. Pursuant to the U.S. Treaty, however, gain from the sale or other taxable disposition of ordinary shares by a holder who is a U.S. resident, for U.S. Treaty purposes, and who sells the ordinary shares within Israel may be treated as foreign source income for U.S. foreign tax credit purposes.





U.S. holders who hold ordinary shares through an Israeli stockbroker or other Israeli intermediary may be subject to an Israeli withholding tax on any capital gains recognized if the U.S. holder does not obtain approval of an exemption from the Israeli Tax Authorities. See”-Taxation of Israeli Residents above. U.S. holders are advised that any Israeli tax paid under circumstances in which an exemption from such tax was available will not give rise to a deduction or credit for foreign taxes paid for U.S. federal income tax purposes. U.S. holders are advised to consult their Israeli stockbroker or intermediary regarding the procedures for obtaining an exemption.





If a U.S. holder receives NIS upon the sale of ordinary shares, that U.S. holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the ordinary shares and the date the sales proceeds are converted into U.S. dollars.





Passive Foreign Investment Company Rules





A non-U.S. corporation will be classified as a Passive Foreign Investment Company (a “PFIC”) for any taxable year if at least 75% of its gross income consists of passive income (such as dividends, interest, rents, royalties (other than rents or royalties derived in the active conduct of a trade or business and received from an unrelated person), and gains on the disposition of certain minority interests) or at least 50% of the average value of its assets consist of assets that produce, or are held for the production of, passive income. We currently believe that we were not a PFIC for the year ended December 31, 2012. However, this conclusion is a factual determination that must be made at the close of each year and is based on, among other things, a valuation of our ordinary shares and assets, which will likely change from time to time. If we were characterized as a PFIC for any taxable year, a U.S. holder would suffer adverse tax consequences. These consequences may include having the gains that are realized on the disposition of ordinary shares treated as ordinary income rather than capital gains and being subject to punitive interest charges with respect to certain dividends and gains and on the sale or other disposition of the ordinary shares. Furthermore, dividends paid by a PFIC are not eligible to be treated as “qualified dividend income” (as discussed above). In addition, if a U.S. holder holds ordinary shares in any year in which we are treated as a PFIC, such U.S. holder will be subject to additional tax form filing and reporting requirements (including additional filing requirements under legislation enacted in 2010).





62




Application of the PFIC rules is complex. U.S. holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership of our ordinary shares.





Information Reporting and Backup Withholding





Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or other disposition of ordinary shares may be subject to information reporting to the Internal Revenue Service (the “IRS”) and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification or who is otherwise exempt from backup withholding. U.S. persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-U.S. holders generally will not be subject to U.S. information reporting or backup withholding. However, such holders may be required to provide certification of non-U.S. status (generally on IRS Form W-8BEN) in connection with payments received in the United States or through certain U.S.-related financial intermediaries.





Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information.





In addition, certain U.S. holders who are individuals that hold certain foreign financial assets as defined in the Code (which may include ordinary shares) are required to report information relating to such assets, subject to certain exceptions.




F.
DIVIDENDS AND PAYING AGENTS




Not applicable.





G.
STATEMENTS BY EXPERTS




Not applicable.




H.
DOCUMENTS ON DISPLAY




The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, applicable to foreign private issuers and fulfills 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’s public reference room at 100 F Street Northeast 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.




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.




63




I.
SUBSIDIARY INFORMATION




Not applicable.




ITEM11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Exchange rate risk:The Company regularly assesses currency rate risks to minimize any adverse effects on the Company’s business as a result of currency fluctuations.




The Company's foreign currency exposure gives rise to market risk associated with exchange rate movements of the NIS, the Company functional and reporting currency, against the USD and Euros. Most of the Company’s purchases are denominated in USD and Euros, whereas its income and other expenses are denominated mostly in NIS. Consequently, devaluation of the NIS against the other currencies may cause a negative impact on the Company profit margins.




The Company strives to minimize market risks arising from exchange rates and the cost of imported goods, especially by opening wide documentary credits for suppliers abroad and holding foreign currency surpluses, initiates forward transactions and foreign currency options.




The table below details the sensitivity analysis in respect to exposure relating to exchange rate risk:




Gain (loss) from exchange rate change NIS(000)
Fair net NIS(000)
Gain (loss) from exchange rate change NIS(000)Change in exchange rate

USD
(10)%

(329)
(5)%

(165)
3,294
5%

165
10%

329Change in exchange rate

EURO
(10)%

(263)
(5)%

(131)
2,626
5%

131
10%

263


Credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. Despite the Company's large number of clients (approximately 1,500 in Israel and around the world), a major and significant part of its sales are made to only a limited number of customers (mainly in the organized market). The Company generally does not require and does not receive collateral from those major customers. However, it does require and receive collateral from most of the remainder of its clients to insure security of collecting payments. The Company maintains an allowance for doubtful debts, 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. In the event that any of the Company's major clients defaults on its payment obligations to us, the Company will not possess sufficient collateral to collect the entire debt. The Company strives to minimize the credit risks by constantly reviewing the credit it extends to customers versus the collateral it receives. As a result, the Company has ceased selling products to certain customers and considerably reduced sales to other customers, and may continue to do so in the future.




Interest rate risk:The Company invests part of its cash reserves in instruments that bear fixed interest rate. The Company, as part of its investing policy, invests part of its cash reserves in bonds and convertible debentures that bears fixed interest rate; as a result, the Company is espoused to changes in interest rates.




64




The table below details the sensitivity analysis in respect to exposure relating to investments in instruments with fix interest rates:




Gain (loss) from interest change $(000)
Fair value $(000)
Gain (loss) from interest change $(000)Change in Interest as % of interest rate
(10%)
(5)%

5%
10%Increase\decrease in financial Income
379
190
10,426
(190)
(379)





ITEM12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES




Not applicable.




65


PARTII





ITEM13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES




Not applicable.




ITEM14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS




Not applicable.




ITEM15.  CONTROLS AND PROCEDURES




(a) Disclosure Controls and Procedures




Our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, are responsible for establishing and maintaining our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).  These controls and procedures were designed to ensure that information required to be disclosed in the reports that we file or submit 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.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. We evaluated these disclosure controls and procedures under the supervision of our CEO and CFO as of December 31, 2013.  Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective to meet these objectives.




(b) Management’s Annual Report on Internal Control over Financial Reporting.




Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:




·
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;




·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and




·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.




Our management recognizes that there are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect all misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




Our management (with the participation of the CEO and CFO) assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In conducting its assessment of internal control over financial reporting, management based its evaluation on the framework in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Tread way Commission. Our management has concluded, based on its assessment, that our internal control over financial reporting was effective as of December 31, 2013 based on these criteria.




66




(c) This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.





(d) Changes in 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, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM16.  [RESERVED]




ITEM16A. --
AUDIT COMMITTEE FINANCIAL EXPERT




The Company’s Board of Directors has determined that Ayelet Eliav is the “Audit Committee Financial Expert” for the Company, as such term is defined in Item 16A of Form 20-F.  Mrs. Eliav serves on the Company’s Audit Committee of the Board of Directors and is an “Independent Director” as defined in the Nasdaq listing standards applicable to us.




ITEM16B. --
CODE OF ETHICS




A copy of the Code of Ethics for the Company that applies to all directors, officers and other employees of the Company is available for review on the Company’s website at www.willi-food.com.




ITEM16C. --
PRINCIPAL ACCOUNTANT FEES AND SERVICES




The following table presents the aggregate fees for professional services and other services rendered by Brightman Almagor Zohar & Co. in Israel, a member of firm of Deloitte Touche Tomhatsu, to the Company in 2013 and 2012.





NIS 2013


NIS 2012


USD 2013


USD 2012Audit Fees (1)


310,000



310,000



89,311



89,311Tax Fees (2)


-



-



-



-TOTAL


310,000



310,000



89,311



89,311




(1)     Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor can reasonably provide, and include the company audit; statutory audits; comfort letters and consents; attest services; and assistance with and review of documents filed with the SEC.





(2)     Tax Fees include fees billed for tax compliance services, including the preparation of original and amended tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits, tax advice related to mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from taxing authority.





ITEM16D. --
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES




Not applicable.




67




ITEM16E. --
PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS




Below is a list of purchases of the Company’s ordinary shares by affiliated purchasers during calendar year 2013 and from January 1, 2014 to April 22, 2014.




Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Plans or ProgramsWilli-FoodFebruary 2013
43,036
5.43
43,036
2,972,030


ITEM16F. --
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT




Not applicable.




ITEM16G. --
CORPORATE GOVERNANCE




The following are the significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of the Nasdaq:





·
Executive Sessions – Under Nasdaq rules, U.S. domestic listed companies, must have a regularly scheduled meetings at which only independent directors are present. We do not have such executive sessions.





·
Compensation of Officers-Under Nasdaq rules, the Company must adopt a formal written compensation committee charter addressing the scope of the compensation committee's responsibilities, including structure, processes and membership requirements, among others. We do not have such a formal written charter.





·
Nominations of Directors-Under Nasdaq rules, U.S. domestic listed companies, must have a nominations committee comprised solely of independent directors and must have director nominees selected or recommended by a majority of its independent directors. Our directors are not nominated in this manner.





·
Nominations Committee Charter or Board Resolution -Under Nasdaq rules, U.S. domestic listed companies, must adopt a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws. We do not have such a formal written charter or board resolution.





·
Quorum -Under Nasdaq rules, U.S. domestic listed companies by-laws provide for a quorum of at least 33 1/3 percent of the outstanding shares of the company’s common voting stock. According to our articles our quorum should be at least 25 percent of the outstanding shares of our common voting stock.





·
Review of Related Party Transactions:Under Nasdaq Listing Rules, domestic listed companies must conduct an appropriate review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis by the company’s audit committee or another independent body of the board of directors. Although Israeli law requires us to conduct an appropriate review and maintain oversight of all related-party transactions similar to the Nasdaq Listing Rules, we follow the definitions and requirements of the Companies Law in determining the kind of approval required for a related-party transaction, which tend to be more rigorous than the Nasdaq Listing Rules.




·
Shareholder Approval of Certain Equity Compensation: Under Nasdaq Listing Rules, shareholder approval is required prior to an issuance of securities in connection with equity based compensation of officers, directors, employees or consultants. The Company has indicated that it will receive shareholder approval as required by Israeli law, including upon issuance of options to directors or to controlling shareholders.





68




PARTIII




ITEM17.  FINANCIAL STATEMENTS




We have responded to Item 18 in lieu of this Item.




ITEM18.  FINANCIAL STATEMENTS




The financial statements required by this item are found at the end of this annual report, beginning on page F-1.




69




ITEM19.  EXHIBITS




Exhibit

Number
Description†1.1
Memorandum of Association of the Company, as amended (*)1.2
Articles of Association of the Company, as amended on March 20, 20142.1
Specimen of Certificate for ordinary shares (1)4.1
Share Option Plan (1)†4.2
Management Agreement between the Company and Yossi Willi Management Investments Ltd., dated June 1, 1998 (2)†4.3
Amendment to the Management Agreement between the Company and Yossi Willi Management Investments Ltd., dated August 1, 2005 (3)†4.4
Amendment to the Management Agreement between the Company and Yossi Willi Management Investments Ltd., dated October 23, 2011 (4)†4.5
Management Agreement between the Company and Zwi W. & Co. Ltd., dated June 1, 1998 (2)†4.6
Amendment to the Management Agreement between the Company and Zwi W. & Co., Ltd., dated August 1, 2005 (3)†4.7
Amendment to the Management Agreement between the Company and Zwi W. & Co., Ltd., dated October 23, 2011 (4)†4.8
Services Agreement between the Company and Willi-Food, dated April 1, 1997 (2)†4.9
Transfer Agreement between the Company and Gold Frost dated February 16, 2006 (3)†4.10
Lease agreement for Logistics Center between the Company and Gold Frost dated February 16, 2006 (3)4.11
Relationship Agreement between the Company, Gold Frost, Willi-Food, Zwi Williger and Joseph Williger dated February 28, 2006 (3)4.12
Placing Agreement between the Company, Gold Frost, certain officers of Gold Frost and Corporate Synergy dated March 2, 2006 (3)4.13
Lock In Agreement, between the Company, Gold Frost, Corporate Synergy and certain officers of Gold Frost, dated March 2, 2006 (3)4.14
Securities Purchase Agreement, dated as of October 25, 2006, among the Company and the investors identified on the signature pages thereto. (5)4.15
Registration Rights Agreement, dated as of October 25, 2006, among the Company and the investors signatory thereto. (5)4.16
Asset Purchase Agreement, dated as of January 19, 2007, by and among the Company, WF Kosher Food Distributors, Ltd., Laish Israeli Food Products Ltd. and Arie Steiner.(6)†4.17
Agreement, dated January 2, 2008, between the Company and Mr. Jacob Ginsberg, Mr. Amiram Guy and Shamir Salads (2006) Ltd.(7)
  70
  †4.18
Sale Agreement, dated July 24, 2012, between the Company and Willi Food Investments Ltd. (8)4.19
2013 Option Plan (9)†4.20
Convertible Loan Agreement between the Company and C.D-B.A Holdings (Designated) (2013) Ltd., dated November 27, 2013 (*)†4.21
Warrant between the Company and Zwi Williger, dated January 21, 2014 (*)†4.22
Warrant between the Company and Joseph Williger, dated January 21, 2014 (*)8.1
Subsidiaries of the Company (*)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 (*)15.(a).1
Consent of Independent Registered Public Accounting Firm (*) 
 †
English translations from Hebrew original.(1)
Incorporated by reference to the Company’s Registration Statement on Form F-1, File No. 333-6314.(2)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2001.(3)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.(4)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011.(5)
Incorporated by reference to the Company’s Registration Statement on Form F-3, File No. 333-138200.(6)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.(7)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007.(8)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012.(9)
Incorporated by reference to the Company’s Form 6-K filed October 31, 2013.(*)
Filed Herewith





71
 
  G. WILLI-FOOD INTERNATIONAL LTD.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2013
  
  G. WILLI-FOOD INTERNATIONAL LTD.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2013
 
 TABLE OF CONTENTS
 
 PageReport of Independent Registered Public Accounting Firm
F-2Financial Statements:Statements of financial position
F-3 - F-4Statements of Income
F-5Statements of comprehensive Income
F-6Statements of Changes in Equity
F-7Statements of Cash Flows
F-8 - F-9Notes to the Financial Statements
F-10 - F-63
 
 
 
 
 REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Board of Directors and Shareholders of
 G. Willi-Food International Ltd.
 
 We have audited the accompanying consolidated statements of financial position of G. Willi-Food International Ltd. ("the Company") and its subsidiaries as of December 31, 2013 and 2012 and the related consolidated Statements of Income, comprehensive Income, changes in equity and cash flows for each of the three years in the period ended December 31, 2013. 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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 statements of financial position of the Company and its subsidiaries as of December 31, 2013 and 2012 and the consolidated Statements of Income, comprehensive Income, changes in equity and cash flows for each of the three years in the period ended December 31, 2013, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
  Brightman Almagor Zohar & Co.
 Certified Public Accountants
 A member firm of Deloitte Touche Tomhatsu Limited
 
 Tel-Aviv, Israel
 April 30, 2014
  
 F - 2
 G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 (NIS in thousands)
 
 December 31,Note

2 0 1 3


2 0 1 2


2 0 1 3 (*)NIS


NIS


US DollarsAssetsCurrent assetsCash and cash equivalents
4a


36,197



57,563



10,428Financial assets at fair value through profit or loss
4b


112,864



158,810



32,516Trade receivables
4c


82,932



71,340



23,894Other receivables and prepaid expenses
4d


2,694



5,988



777Inventories
4e


54,001



49,270



15,558Loan carried at fair value through profit or loss
20i


65,300



-



18,813Total current assets



353,988



342,971



101,986Non-current assetsProperty, plant and equipment



66,663



63,022



19,206Less -accumulated depreciation



25,689



21,394



7,4016


40,974



41,628



11,805Prepaid expenses



50



62



14Goodwill
7


36



36



10Deferred taxes
12c


-



20



-Total non-current assets



41,060



41,746



11,829Total assets



395,048



384,717



113,815
 
 (*)           Convenience translation into U.S. Dollars.
  The accompanying notes are an integral part of the financial statements.
 
 F - 3
 G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 (NIS in thousands)
 (Cont.)
 
 December 31,Note

2 0 1 3


2 0 1 2


2 0 1 3 (*)NIS


NIS


US DollarsEquity and liabilitiesCurrent liabilitiesShort-term bank debt
9


18



9,930



5Trade payables
8a


20,245



27,268



5,833Employees Benefits
11b


1,880



1,659



542Accruals



-



3,446



-Current tax liabilities



637



2,117



184Other payables and accrued expenses
8b


5,282



5,955



1,522Total current liabilities



28,062



50,375



8,086Non-current liabilitiesDeferred taxes
12c


499



-



144Retirement benefit obligation
11b


644



581



186Total non-current liabilities



1,143



581



330Shareholders' equity
14Share capital



1,407



1,444



416Additional paid in capital



119,281



129,897



37,478Capital fund



247



247



71Foreign currency translation reserve



786



639



226Treasury shares



-



(10,843
)


-Retained earnings



244,185



212,377



70,350(63
)






(18
)Equity attributable to owners of the Company



365,843



333,761



105,399Total equity and liabilities



395,048



384,717



113,815
 
 (*)           Convenience translation into U.S. Dollars.
  The accompanying notes are an integral part of the financial statements.
 
 The financial statements were approved by the board of directors of the company on April 30, 2014.
 
 F - 4
 
 G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 (NIS in thousands)
 
 Year ended December 31,Note

2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3 (*)NIS


NIS


NIS


US DollarsRevenue
16a


336,032



286,509



264,404



96,811Cost of sales
16b


252,355



217,468



202,699



72,704Gross profit



83,677



69,041



61,705



24,107Operating costs and expensesSelling expenses
16c


35,130



28,915



27,482



10,121General and administrative expenses
16d


19,408



16,715



17,375



5,591Other Income
17


(54
)


(46
)


(240
)


(16
)54,484



45,584



44,617



15,696Operating profit



29,193



23,457



17,088



8,411Finance Income
18a


13,008



8,716



1,480



3,748Finance expense
18b


876



410



313



252Finance Income, net



12,132



8,306



1,167



3,496Profit before taxes on Income



41,325



31,763



18,255



11,907Taxes on Income
12a


(9,517
)


(7,757
)


(3,906
)


(2,742
)Profit from continuing operations



31,808



24,006



14,349



9,165Profit from discontinued operations
22


-



-



4,172



-Profit for the year



31,808



24,006



18,521



9,165Attributable to:Owners of the Company
19a


31,808



24,006



18,311



9,165Non-controlling interest



-



-



210



-Net Income



31,808



24,006



18,521



9,165Earnings per shareBasic from continuing operations



2.45



1.85



1.06



0.71Basic from discontinued operations



-



-



0.29



-Basic earnings per share



2.45



1.85



1.35



0.71Diluted from continuing operations



2.45



1.85



1.06



0.71Diluted from discontinued operations



-



-



0.29



-Diluted earnings per share



2.45



1.85



1.35



0.71Shares used in computation of basic EPS



12,974,245



12,977,481



13,534,954



12,974,245Shares used in computation of diluted EPS



12,974,245



12,977,481



13,534,954



12,974,245
 
 (*)           Convenience translation into U.S. Dollars.
  The accompanying notes are an integral part of the financial statements.
 
 F - 5
 
 G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (NIS in thousands)
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3 (*)NIS


NIS


NIS


US DollarsNet Income


31,808



24,006



18,521



9,165Other comprehensive Income (Expenses)remeasurement of the net liability in respect of definedbenefit


(63
)










(18
)Translation differences for foreign operations


147



52



(149
)


42Other comprehensive Income for the year


84



52



(149
)


24Total comprehensive Income for the year


31,892



24,058



18,372



9,188Total comprehensive Income for the year attributable to:Owners of the Company


31,892



24,058



18,162



9,188Non-controlling interest


-



-



210



-31,892



24,058



18,372



9,188
 
 (*)           Convenience translation into U.S. Dollars.
 
 The accompanying notes are an integral part of the financial statements.
  F - 6
  G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CHANGES IN  EQUITY
 (NIS in thousands)
  Share capital


Additional paid in capital


remeasurement of the net liability in respect of defined

benefit


Capital fund


Foreign currency translation reserve


Treasury shares


Retained earnings


Attributable to owners of the parent


Non-controlling interest


Total shareholders' equityBalance - January 1, 2011


1,444



128,863



-



247



736



-



170,060



301,350



5,522



306,872Profit for the year


-



-



-



-



-



-



18,311



18,311



210



18,521Currency translation differences


-



-



-



-



(149
)


-



-



(149
)


-



(149
)Total comprehensive Income for the year


-



-



-



-



(149
)


-



18,311



18,162



210



18,372employee benefit


-



946



-



-



-



-



-



946



-



946Disposal of subsidiary


-



-



-



-



-



-



-



-



(5,732
)


(5,732
)Investment in treasury stocks


-



-



-



-



-



(10,141
)


-



(10,141
)


-



(10,141
)Balance - December 31, 2011


1,444



129,809



-



247



587



(10,141
)


188,371



310,317



-



310,317Profit for the year


-



-



-



-



-



-



24,006



24,006



-



24,006Currency translation differences


-



-



-



-



52



-



-



52



-



52Total comprehensive Income for the year


-



-



-



-



52



-



24,006



24,058



-



24,058employee benefit


-



88



-



-



-



-



-



88



-



88Investment in treasury stocks


-



-



-



-



-



(702
)


-



(702
)


-



(702
)Balance - December 31, 2012


1,444



129,897



-



247



639



(10,843
)


212,377



333,761



-



333,761Profit for the year


-



-



-



-



-



-



31,808



31,808



-



31,808Currency translation differences


-



-



-



-



147



-



-



147



-



147remeasurement of the net liability in respect of defined benefit


-



-



(63
)


-



-



-



-



(63
)


-



(63
)Total comprehensive Income for the year


-



-



(63
)


-



147



-



31,808



31,892



-



-employee benefit


-



190



-



-



-



-



-



190



-



190Investment in treasury stocks


(37
)


(10,806
)


-



-



-



10,843



-



-



-



-Balance - December 31, 2013


1,407



119,281



(63
)


247



786



-



244,185



365,843



-



365,843
 
 The accompanying notes are an integral part of the financial statements.
 
 F - 7
 
 G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (NIS in thousands)
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3 (*)NIS


NIS


NIS


US DollarsCash flows - operating activitiesProfit from continuing operations


31,808



24,006



14,349



9,165Adjustments to reconcile net profit to net cash from continuing operating activities (Appendix A)


(28,078
)


(31,127
)


16,573



(8,090
)Net cash from continuing operating activities


3,730



(7,121
)


30,922



1,075Net cash from discontinued operating activities


-



-



5,532



-Cash flows - investing activitiesAcquisition of property plant and equipment


(6,077
)


(1,628
)


(1,643
)


(1,751
)Proceeds from sale of property plant and Equipment


29



269



310



8Additions to long term other receivables


(445
)


-



-



(128
)Proceeds from (used in) purchase of marketable securities, net


56,309



8,654



(99,574
)


16,223Loan carried at fair value through profit or loss


(65,000
)


-



-



(18,727
)Net cash from (used in) continuing investing activities


(15,184
)


7,295



(100,907
)


(4,375
)Net cash from (used in) discontinued investing  activities


-



13,500



(3,394
)


-Cash flows - financing activitiesInvestment used in treasury stocks


-



(702
)


(10,141
)


-Short-term bank debt


(9,912
)


9,930



-



(2,856
)Net cash from (used in) continuing  financing activities


(9,912
)


9,228



(10,141
)


(2,856
)Net cash used in discontinued financing activities


-



-



(982
)


-Increase (decrease) in cash and cash equivalents


(21,366
)


22,902



(78,970
)


(6,156
)Cash and cash equivalents  at the beginning of the financial year


57,563



34,661



113,631



16,584Cash and cash equivalents of the end of the financial year


36,197



57,563



34,661



10,428
 
 (*)           Convenience Translation into U.S. Dollars.
  The accompanying notes are an integral part of the financial statements.
  F - 8
  G. WILLI-FOOD INTERNATIONAL LTD. AND SUBSIDIARIES
 APPENDICES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
 (NIS in thousands)
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3 (*)NIS


NIS


NIS


US DollarsCash flows from operating activitiesA.
Adjustments to reconcile net profit  to net cash from operating activitiesDecrease (Increase) in deferred income taxes


519



913



(239
)


150Unrealized loss (gain) on marketable securities


(10,363
)


(4,034
)


4,034



(2,986
)Depreciation and amortization


4,459



3,134



3,506



1,285Capital gain on disposal of property plant and equipment


(29
)


(89
)


(240
)


(8
)Employees benefit, net


-



63



(135
)


-Stock based compensation reserve


190



88



200



55Unrealized Gain of  loan carried at fair value through profit or loss


(300
)


-



-



(86
)Changes in assets and liabilities:Decrease (Increase)  in trade receivables and other receivables


(9,046
)


(16,613
)


3,553



(2,607
)Decrease (Increase) in inventories


(4,731
)


(16,657
)


1,691



(1,364
)Increase (Decrease) in trade and other payables, and other current liabilities


(8,777
)


2,068



4,203



(2,529
)(28,078
)


(31,127
)


16,573



(8,090
)B.
Significant non-cash transactions:Purchase of property, plant and equipment


-



(2,500
)


(1,000
)


-Sale of property, plant and equipment for credit


-



759



-



-Supplemental cash flow information:Interest paid


-



24



47



-Income tax paid


8,731



5,139



9,471



2,515
 
 (*)           Convenience Translation into U.S. Dollars.
  The accompanying notes are an integral part of the financial statements.
  F - 9
 
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
  NOTE 1 -       DESCRIPTION OF BUSINESS AND GENERAL
 
 A.
Description of Business:
 
 G. Willi-Food International Ltd. ("the Company") was incorporated in Israel in January 1994 and is engaged in the import, export, marketing and distribution of food products. Since May 1997, the Company's shares are registered for trade on the NASDAQ Capital Market.
 
 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.
  B.
Definitions:
 
 The Company
-
G. WILLI-FOOD INTERNATIONAL LTD.The Group
-
The Company and its Subsidiaries, a list of which is presentedin Note 5.Subsidiaries
-
Companies that are controlled by the Company (as defined in IAS 27) and whose accounts are consolidated with those of the Company.Related Parties
-
As defined in IAS 24.Interested Parties
-
As defined in the Israeli Securities Regulations (Annual Financial Statements), 2010.Controlling Shareholder
-
As defined in the Israeli Securities Regulations (Annual Financial Statements), 2010.NIS
-
New Israeli Shekel.CPI
-
The Israeli consumer price index.Dollar
-
The U.S. dollar.Euro
-
The United European currency.
 
 F - 10
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A.
Applying international accounting standards (IFRS):
 
 Statement of compliance
 
 The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
 
 The significant accounting policies detailed in the continuation were applied on a consistent basis for all reporting periods presented in the financial statements, except for changes in accounting policies that were due to the application of standards, amendments to standards and interpretations that took effect on the date of the financial statements, and the application of standards, amendments to standards and interpretations that are not in effect and were adopted in early adoption by the Group, as detailed in Note 2v below.
 
 B.
Format for presentation of Statement of Financial Position:
 
 The Group presents assets and liabilities in the Statement of Financial Position divided into current and non-current items.
 
 C.
Format for analysis recognized in Income Statement:
 
 (1)
Format for analysis of expenses recognized in Income statement:
 
 The Group's expenses in the Income statement are presented based on the nature of the activity of the expenses in the entity.
 
 (2)
The Group's operating cycle is 12 months.
 
 D.
Basis of preparation:
 
 Until December 31, 2003, Israel was considered a country in which hyper-inflation conditions exist. Therefore, non-monetary balances in the balance sheet were presented on the historical nominal amount and were adjusted to changes in the CPI. As of December 31, 2003 when the economy ceased to be hyper-inflationary and the Company no longer adjusted its financial statements to the ISRAELI CPI, the adjusted amounts as of this date were used as the historical costs. The financial statements were edited on the basis of the historical cost, except for:
 
 §
Assets and liabilities measured by fair value: financial assets measured by fair value recorded directly as profit or loss.
 
 §
Inventories are stated at the lower of cost and net realizable value.
 
 §
Property, plant and equipment and intangibles assets are presented at the lower of the cost less accumulated amortizations and the recoverable amount.
 
 §
Liabilities to employees as described in note 11.
 
 F - 11
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 E.
Foreign currencies:
 
 (1)
Functional and presentation currency
 
 The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements are presented in the New Israeli Shekel ("NIS"), which is the functional currency of the Company and the presentation currency for the consolidated financial statements. As for exchange rates and changes in them during the presented periods, see note 2u(2)
 
 (2)
Translation of foreign currency transactions
 
 In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. (Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined). Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
 
 (3)
Recognition of exchange differences
 
 Exchange differences are recognized in profit or loss in the period in which they a arise except for exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive Income and reclassified from equity to profit or loss on disposal of the net investment.
 
 Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional, currency’). The consolidated financial statements are presented in ‘NIS’, which is the company’s functional and the group’s presentation currency.
 
 (4)
Translation of the financial statements of foreign operations
 
 For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Currency Units using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive Income and accumulated in equity under the heading of foreign currency translation reserve (attributed to non-controlling interests as appropriate).
 
 On the disposal of a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
  F - 12
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 E.
Foreign currencies: (Cont.)
 
 (5)
Convenience translation
 
 The balance sheet as of December 31, 2013 and statement of Income, statement of other comprehensive Income and statement of cash flows for the year then ended have been translated into U.S. Dollar using the representative exchange rate as of that date ($1.0 = NIS 3.471). Such translation was made solely for the convenience of the U.S. readers. The dollar amounts so presented in these financial statements should not be construed as representing amounts receivable or payable in dollars or convertible into dollars but only a convenience translation of reported NIS amounts into U.S. Dollar, unless otherwise indicated. The convenience translation supplementary financial data is unaudited and is not presented in accordance with IFRSs.
 
 F.
Cash and cash equivalents:
 
 Cash and cash equivalents include demand deposits and term deposits in banks that are not restricted as to usage, with an original period to maturity of not more than three months.
 
 Deposits that are restricted as to usage are classified as pledged deposits.
  Deposits with an original period to maturity exceeding three months, which as of the statement of financial position does not exceed one year, are classified as short-term investments.
 
 G.
Basis of consolidation:
 
 (1)
General
 
 The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
 
 The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive Income from the effective date of acquisition and up to the effective date of disposal, as appropriate.
 
 Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
 
 All intra-group transactions, balances, Income and expenses are eliminated in full on consolidation.
 
 (2)
Non-controlling Interest
 
 Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-control ling's share of changes in equity since the date of the combination. Losses attributable to non-controlling interest in excess of its share in the subsidiary's equity are charged commencing January 1, 2010 to non-controlling interest in any case, while ignoring its obligations and ability to make additional investments in the subsidiary.
 
 F - 13
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 G.
Basis of consolidation: (Cont.)
 
 (2)
Non-controlling Interest  (Cont.)
 
 Commencing January 1, 2010, transactions with non-controlling interest shareholders, in the context of which the Company retains control before and after the transaction, are treated as capital transactions.
 
 See note 2v(2) about the adoption of IFRS 10.
 
 (3)
Changes in the Group's ownership interests in existing subsidiaries
 
 Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
 
 When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.
 
 H.
Goodwill:
 
 Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and
 
 Contingent liabilities of the subsidiary or jointly controlled entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.
 
 For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
  F - 14
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 H.
Goodwill: (Cont.)
  On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
 
 Regarding the Impairment of Assets, see note 7b
 
 I.
Discontinued operations:
 
 Exercised activities constitute discontinued activities when they represent a separate major line of business activity or geographical area of operations, or constitute part of a single and coordinated design for the exercise of an area of business activity, or a geographical area of   activities are presented in the consolidated statements of operations less taxes on Income in all periods presented as "Profit (Loss) from discontinued operations". Cash flows due to discontinued activities are presented together in the cash flow report for each reporting period presented in accordance with the classification of operating activity, investment activity and finance activity.
 
 J.
Property, plant and equipment:
 
 Property, plant and equipment are tangible items, which are held for use in the manufacture or supply of goods or services, or leased to others, which are predicted to be used for more than one period. The Company presents its property, plant and equipment items according to the cost model.
 
 Under the cost method - a property, plant and equipment are presented at the balance sheet at cost (net of any investment grants), less any accumulated depreciation and any accumulated impairment losses. The cost includes the cost of the assets acquisition as well as costs that can be directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
 
 Depreciation is calculated using the straight-line method at rates considered adequate to depreciate the assets over their estimated useful lives. Amortization of leasehold improvements is computed over the shorter of the term of the lease, including any extension period, where the Company intends to exercise such option, or their useful life.
 
 The annual depreciation and amortization rates are:
 
 Years

%Land
50

2Construction
25

4Motor vehicles
5

15-20
(Mainly 20%)Office furniture and equipment
6

6-15
(Mainly 15%)Computers
3

20-33
(Mainly 33%)Machinery and equipment
10

10
 
 F - 15
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
  NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 J.
Property, plant and equipment: (Cont.)
 
 The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Income statement.
 
 K.
Inventories:
 
 Inventories are assets held for sale in the ordinary course of business, in the process of production for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of services.
 
 Inventories are stated at the lower of cost and net realizable value. Cost of inventories includes all the cost of purchase, direct labor, fixed and variable production over heads and other cost that are incurred, in bringing the inventories to their present location and condition.
 
 Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
  Cost determined as finished products, on the basis of standard cost which approximates actual production cost (materials, labor and indirect manufacturing costs).
 
 L.
Financial assets:
 
 (1)
General
 
 All financial assets are recognized and derecognized on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
 
 Financial assets are classified into the following specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition:
 ·
Financial assets ‘at fair value through profit or loss’ (FVTPL)
 ·
Loans and receivables
 
 Regarding the amendment to IFRS 9, "Financial Instruments", IFRS 13 " Fair Value Measurement", Amendments to IFRS 7 " Disclosures – Transfers of Financial Assets" see notes 2v.
 
 (2)
Financial assets at FVTPL
 
 Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL.
 
 A financial asset is classified as held for trading if:
 ·
It has been acquired principally for the purpose of selling in the near future; or
 
 F - 16
 
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 L.
Financial assets: (Cont.)
 
 (2)
Financial assets at FVTPL (Cont.)
 
 ·
It is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
 ·
It is a derivative that is not designated and effective as a hedging instrument.
 
 Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset.
 
 (3)
Loans and receivables
 
 Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment. Interest Income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
 
 (4)
Impairment of financial assets
 
 Financial assets carried at amortized cost:
 
 Objective evidence of impairment exists when one or more events that have occurred after the initial recognition of the asset have a negative impact on the estimated future cash flows. Evidence of impairment may include indications that the debtor is experiencing financial difficulties, including liquidity difficulty and default in interest or principal payments. The amount of the loss recorded in profit or loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate (the effective interest rate computed at initial recognition). If the financial asset has a variable interest rate, the discount rate is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account (see allowance for doubtful accounts above). In a subsequent period, the amount of the impairment loss is reversed if the recovery of the asset can be related objectively to an event occurring after the impairment was recognized. The amount of the reversal, up to the amount of any previous impairment, is recorded in profit or loss.
 
 M.
Financial liabilities and equity instruments issued by the Group:
 
 (1)
Classification as debt or equity
 
 Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
 
 An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
 
 Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities.
  F - 17
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 M.
Financial liabilities and equity instruments issued by the Group: (Cont.)
 
 (2)
Consumer price index financial liabilities
 
 The Company has Consumer Price Index ("CPI")-linked financial liabilities that are not measured at fair value through profit or loss. For those liabilities, the Company determines the effective interest rate as a real rate plus linkage differences according to the actual changes in the CPI up to the balance sheet date.
 
 (3)
Treasury shares:
 
 The cost of Company shares held by the Company or its subsidiaries are deducted from shareholders' equity as a separate element.
 
 N.
Revenue recognition:
 
 Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.
  (1)
Sale of goods
 
 Revenue from the sale of goods is recognized when all the following conditions are satisfied:
 
 ·
The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
 ·
The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold
 ·
The amount of revenue can be measured reliably;
 ·
It is probable that the economic benefits associated with the transaction will flow to the entity; and
 ·
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
 
 (2)
Customer returns and Rebates
 
 The customer returns, rebates and other credits are being deducted from revenues.
  Customer returns and rebates are part of the Company's normal course of business. The Company assesses the expected customer returns and rebates according to specific information in its possession and its past experience in similar cases. According to IAS 18, these provisions are reduced from the Company's revenues.
 
 (3)
Interest revenue
 
 Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.
 
 (4)
Dividend revenue
 
 Dividend revenue from investments is recognized when the shareholder’s right to receive payment has been established.
  F - 18
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 O.
Leasing:
 
 (1)
General
 
 Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
 
 (2)
The Group as lessee
 
 Operating lease payments are recognized as an expense on a straight-line basis over the lease term. In instance of operating lease agreements where lease payments are not paid at the beginning of the lease period, or where the lease payments are reduced, and the Group is getting additional benefits from the lesser, operating lease payments are recognized as an expense on a straight-line basis over the lease term.
 
 A lease agreement with the ILA with respect to a parcel of land is classified as finance leases. The prepaid lease payments are recognized on the balance sheet as "Property, plant and equipment", and are amortized on a straight-line basis over the lease period (2% per Year).
 
 P.
Provisions:
 
 Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
 
 The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
 
 Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
 
 When some or all of the economic benefits to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
 
 Q.
Share-based payments:
 
 Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date using the Black&Sholts model.
 
 The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest.
 
 At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss over the remaining vesting period, with a corresponding adjustment to the equity-settled employee benefits reserve.
 
 F - 19
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 Q.
Share-based payments: (Cont.)
 
 Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods or services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
  The accounting for share-based compensation is as follows: The parent company initiated and approved the grant, and hence the Company has no obligation to settle the grant in accordance with IFRS 2.43B. This implies that the Company records an expense as if it were granting its own shares. The options fair value determined at the date of grant is recognized over the vesting period of each trench.
 
 R.
Taxation:
 
 Income tax expense represents the sum of the tax currently payable and deferred tax.
 
 (1)
Current tax
 
 The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Income statement because it excludes items of Income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
 
 (2)
Deferred tax
 
 Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
 
 The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
 
 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax
 
 Consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
 
 Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to Income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
  F - 20
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 S.
Employee benefits:
 
 (1)
Post-Employment Benefits
 
 The Group's post-employment benefits include: benefits to retirees and liabilities for severance benefits. The Group's post-employment benefits are classified as Defined Benefit Plans.
 
 Expenses in respect of a Defined Benefit Plan are carried to the Income statement in accordance with the Projected Unit Credit Method, while using actuarial estimates that are performed at each balance sheet date. The current value of the Group's obligation in respect of the defined benefit plan is determined by discounting the future projected cash flows from the plan by the market yields on government bonds, denominated in the currency in which the benefits in respect of the plan will be paid, and whose redemption periods are approximately identical to the projected settlement dates of the plan.
 
 Actuarial profits and losses are recognized in earning when incurred.
 
 The Group's liability in respect of the Defined Benefit Plan which is presented in the Group's balance sheet includes the current value of the obligation in respect of the defined benefit, net of the fair value of the Defined Benefit Plan assets.
 
 (2)
Short term employee benefits
 
 Short term employee benefits are benefits which it is anticipated will be utilized or which are to be paid during a period that does not exceed 12 months from the end of the period in which the service that creates entitlement to the benefit was provided.
 
 Short term company benefits include the company’s liability for short term absences, payment of grants, bonuses and compensation. These benefits are recorded to the statement of operations when created. The benefits are measured on a non capitalized basis. The difference between the amount of the short term benefits to which the employee is entitled and the amount paid is therefore recognized as an asset or liability.
 
 T.
Earnings (loss) per share:
 
 Basic earnings (loss) per share is computed with regard to Income or loss attributable to the Company's ordinary shareholders, and is calculated for Income (loss) from continuing operations attributable to the ordinary shareholders of the reported entity, should such be presented. Basic earnings per share is to be computed by dividing Income(loss) attributed to Owners of the Company (numerator), by the weighted average of the outstanding ordinary shares (denominator) during the period.
 
 In the computation of diluted earnings per share, the Company adjusted its Income (loss) attributable to its ordinary shareholders by multiplying their diluted EPS and the weighted average of the outstanding shares for the effects of all the dilutive potential ordinary shares of the Company.
  F - 21
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 U.
Exchange Rates and Linkage Basis
 
 (1)
Balances in foreign currency or linked thereto are included in the financial statements based on the representative exchange rates, as published by the Bank of Israel,that were prevailing at the balance sheet date.
 
 (2)
Following are the changes in the representative exchange rate of the U.S. dollar vis-a-vis the NIS and in the Israeli CPI:
 
 Representative exchange rate


Representative exchange rate


CPI “inof the Euro


of the dollar


respect of”(NIS per ˆ1)


(NIS per $1)


(in points)As of:December 31, 2013


4.78



3.47



114.18December 31, 2012


4.92



3.73



112.15December 31, 2011


4.94



3.82



110.34%


%


%Increase (decrease) during the:Year ended December 31, 2013


(2.85
)


(6.97
)


1.81Year ended December 31, 2012


(0.40
)


(2.36
)


1.64Year ended December 31, 2011


4.22



7.66



2.17
 
 V.
Adoption of new and revised Standards and interpretations:
 
 Standards and Interpretations adopted with no significant impact on the current reporting period and/or on prior reporting periods:
  Amendment to IFRS 7, "Financial Instruments Disclosures" (disclosures regarding transfers of financial assets):
 
 The Amendment requires the disclosure of information regarding the entity's exposure to risks of financial asset transfer transactions in which the transferee retains a certain level of continuing exposure to the asset ("continuing involvement") and regarding financial asset transfer transactions which were derecognized in their entirety carried out close to the end of the reporting period. As of December 31, 2013, there is no significant impact on financial reporting.
 
 IAS 19, "Employee Benefits":
 
 The Group applies the provisions of IAS 19, "Employee Benefits" (as revised in 2011) starting January 1, 2013. Below are the key changes:
 
 ·
Actuarial gains or losses will be carried to other comprehensive income and will not be classified in subsequent periods to profit or loss. Accordingly, the Group immediately ceased to charge actuarial gains or losses to profit or loss.
 
 ·
Interest income on defined benefit plan assets will be recognized by applying the discount rate to the benefit liability and not to the expected return on assets. The Company and subsidiaries apply this method and, accordingly, there is no effect as a result of the adoption of the Standard.
 ·
Short-term employee benefits will include benefits that are expected to be settled wholly before 12 months after the end of the year in which the employee renders the related services. Accordingly, benefits relating to paid annual leave which have been measured
 
 F - 22
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 V.
Adoption of new and revised Standards and interpretations (Cont):
 
 Standards and Interpretations adopted with no significant impact on the current reporting period and/or on prior reporting periods (Cont):
 
 ·
as short-term benefits on an undiscounted basis will be measured as long-term benefits on the basis of an actuary valuation. As of the reporting date, the Company has no benefits that are expected to be settled wholly within 12 months.
 
 The adjustments resulting from the retrospective adoption of the Standard are immaterial to the Company and subsidiaries and, therefore, no restatements were made.
 
 Amendment to IAS 1 (Revised), "Presentation of Financial Statements" (regarding presentation of statement of financial position as of the beginning of the previous period):
 
 The Amendment determines that an entity is required to present a statement of financial position as of the beginning of the previous period if the retrospective application of an accounting policy and/or restatement and/or reclassification has a material effect on the statement of financial position. Also, the Amendment clarifies that related notes are not required to accompany the additional statement of financial position. The Amendment is effective retrospectively for annual reporting periods beginning on or after January 1, 2013.
 
 IFRS 10, "Consolidated Financial Statements":
 
 The Standard establishes a new model for determining the existence of control in another entity based on the power of the investor in the investee, the investor's exposure to variable returns from its involvement with the investee and the investor's ability to use its power to affect the amount of returns. The Standard does not contain a change in the consolidation procedure of financial statements.
 
 This Standard applies retrospectively, except exceptions as specified in the Standard, for annual reporting periods beginning on or after January 1, 2013.
 
 The adoption of the Standard does not have a significant impact on the Company's financial position and operating results.
 
 IFRS 13, "Fair Value Measurement":
 
 The Standard replaces the provisions of fair value measurement in existing IFRS accounting literature with a single standard hat establishes a guidance for fair value measurement. Accordingly, provisions of fair value measurement were determined for all items that are measured at fair value in the statement of financial position or for disclosure purposes.
 
 According to the Standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the ordinary course of business between market participants at the measurement date.
 
 The Standard determines the different approaches in which fair value can be measured and it indicates that valuation techniques that maximize the use of observable inputs should be applied. As for non-financial assets, it is determined that in order to measure their fair value, the best use should be evaluated and used to estimate fair value.
 
 The Standard applies prospectively for annual periods beginning on or after January 1, 2013. See Note 20i.
 
 F - 23
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 V.
Adoption of new and revised Standards and interpretations (Cont) :
 
 Standards and Interpretations adopted with no significant impact on the current reporting period and/or on prior reporting periods (Cont):
 
 Amendment to IAS 34, "Interim Financial Reporting":
 
 The amendment determines that total assets and total liabilities for a particular reportable segment will be disclosed in the interim financial statements if the amounts are regularly reviewed by the chief operating decision maker and there has been a material change from the amounts disclosed in the Company's last annual financial statements. The Amendment applies prospectively for annual periods beginning on January 1, 2013.
 
 IAS 16, "Property, Plant and Equipment" (classification of spare parts, stand-by equipment and servicing equipment):
 
 The Amendment determines that spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant and equipment in IAS 16 will be presented according to its provisions and otherwise, when these items do not meet this definition, they should be presented according to the provisions of IAS 2, "Inventories". This Amendment cancels the guidance that if spare parts and servicing equipment can be used only in connection with an item of property, plant and equipment they are accounted for as property, plant and equipment. The Amendment applies prospectively for annual periods beginning on January 1, 2013.
  New and revised Standards and Interpretations in issue but not yet effective
 
 IFRS 9 -Financial Instruments
 
 The new Standard outlines the classification and measurement requirements for financial assets and liabilities. According to the Standard, the effective date when the Standard was originally issued, January 1, 2015, was removed. The effective date will be added once the comprehensive project of IFRS 9 will draw to an end. Also, it was tentatively decided that the mandatory effective date of the Standard will not be earlier than annual reporting periods beginning on January 1, 2017.
 
 Currently, the Company's management can not anticipate the effect of the adoption of the Standard on its financial position and operating results.
 
 Amendment to IAS 32, "Financial Instruments: Presentation" (offsetting financial assets and financial liabilities):
 
 The Amendment determines that in order to meet the condition of offsetting an asset and financial liability, the right of set-off cannot be contingent on a future event and it must be enforceable in the normal course of business and in the event of bankruptcy, insolvency or default. Also, the net settlement condition may occur even if actually the settlement is in gross if does not leave significant credit risk or liquidity risk and if the amounts due and amounts payable are part of a single settlement process. The Amendment is effective retrospectively for annual reporting periods beginning on or after January 1, 2014. Earlier adoption is permitted.
 
 Currently, the Company's management can not anticipate the effect of the adoption of the Standard on its financial position and operating results.
 
 F - 24
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
  NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 V.
Adoption of new and revised Standards and interpretations:  (Cont.)
 
 New and revised Standards and Interpretations in issue but not yet effective, were not early adopted by the Group and are expected to affect or could affect future periods:
 
 Amendment to IFRS 2, "Share-based Payment" (definition of vesting conditions):
 
 The Amendment determines that a "performance condition" is a vesting condition that requires the counterparty to complete a specified period of service (indirectly or directly) and specified performance targets should be met during that service period. The Amendment also defines "service conditions" as a vesting condition that requires the counterparty to complete a specified period of service. If the counterparty, regardless of the reason, ceases to provide service during the vesting period, the counterparty has failed to satisfythe condition. A service condition does not require performance target to be met. The Amendment is effective prospectively to plans for which the grant date is after July 1, 2014. Earlier adoption permitted.
 
 Amendment to IFRS 3, "Business Combination" (Accounting for contingent consideration in a business combination):
 
 The Amendment clarifies that a contingent consideration not classified as equity will be subsequently measured at fair value thorough profit or loss whether it represents a financial instrument or not. The Amendment is effective prospectively to business combinations which occur after July 1, 2014. Earlier adoption permitted.
 
 Amendment to IFRS 8, "Operating Segments" (disclosures regarding aggregation of segments):
 
 The Amendment requires to add disclosure of judgment made by management in aggregating operating segments in order to present them as reportable segments, including a brief description of the operating segments that have been aggregated and the issues that have been assessed in determining that the operating segments share similar economic characteristics. Also, the Amendment clarifies that a reconciliation of total reportable segments assets and the entity's assets is required only if this information is regularly provided to the chief operating decision maker. The Amendment is effective retrospectively for annual reporting periods beginning on or after July 1, 2014. Earlier adoption is permitted.
 
 Amendment to IAS 24, "Related Party Disclosures" (regarding key management personnel):
 
 The Amendment clarifies that a management company that provides key management personnel services to the reporting entity is a "related party" of the reporting entity. The Amendment is effective retrospectively for annual reporting periods beginning on or after July 1, 2014. Earlier adoption is permitted.
 
 Amendment to IFRS 13, "Fair Value Measurement" (scope of net measurement exception):
 
 The Amendment expands the measurement option of fair value of portfolio of financial assets and financial liabilities on a net position basis also to other contracts in the scope of IAS 39 or IFRS 9. The Amendment is effective prospectively as of the beginning of the annual reporting period in which IFRS 13 is initially applied for annual periods beginning on or after July 1, 2014. Earlier adoption is permitted including appropriate disclosures.
 
 F - 25
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 3 -       SIGNIFICANT ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION
 
 A.
General
 
 In the application of the Group’s accounting policies, which are described in Note 2, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
 
 The estimates and underlying assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
 
 The Company is a basic trader of goods, mostly in the Israeli food markets. All the sales are made in accordance with delivery notes, agreed price lists and invoices. The major assumptions are based on contractual commitments where sensitivity is insignificant. In addition, in the process of applying the Group's accounting policies, management makes various judgments, apart from those involving estimations, that can significantly affect the amounts recognized in the financial statements.
 
 Other estimates\assumptions used in our allowances are based on the Company's rich experience in the food market. Any sensitivity analysis of the effect of changes in critical estimates and assumptions would show negligible effect on the Company's financial position or results of operations.
 
 B.
Significant judgments in applying accounting policies
 
 The following are the significant judgments, apart from those involving estimations (see below), that the management have made in the process of applying the entity’s accounting policies and that have the most significant effect on the amounts recognized in financial statements.
 
 •
Revenue recognition - the Group has recognized in revenues amounted to NIS 336,032 thousands in the year ended December 31, 2013 (NIS 286,509 thousands in the year ended December 31, 2012) for selling food products. The Group has given the certain buyers a right to return the product. As a result, the group recognized the revenues and created an accrual for customer's returns, at the same time. Any change of 1% in the Group's estimation will increase \ decrease the Group's revenues in the amount of NIS 3,360 thousands (NIS 2,865 thousands in the year ended December 31, 2012).
 
 •
Useful lives of property, plant and equipment - the Group reviews the estimated useful lives of property, plant and equipment at the end of each annual reporting period. There were no changes in the estimations of useful lives of property, plant and equipment in the current reporting period.
 
 •
Deferred taxes- the company recognizes deferred tax assets for all of the deductible temporary differences up to the amount as to which it is anticipated that there will be taxable Income against which the temporary difference will be deductible. During each period, for purposes of calculation of the utilizable temporary difference, management uses estimates and approximations as a basis which it evaluates each period.
 
 •
Measurement of obligation for employee benefits - The current value of the Group's post-employment benefits obligation is based on an actuarial estimation, using a large number of assumptions, including capitalization rate. Changes in the actuarial
 
 F - 26
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 3 -       SIGNIFICANT ACCOUNTING JUDGEMENT AND KEY SOURCES OF ESTIMATION (Cont.)
 
 B.
Significant judgments in applying accounting policies (Cont.)
 
 •
assumptions may affect the value of the Group's post-employment benefits obligations. The Group estimates the capitalization rate once in a year, based on the capitalization rate of government bonds. Other assumptions are determined based on market conditions and on the Group's past experience.
  NOTE 4 -       CURRENT ASSETS
 
 A.
Cash and cash equivalents - composition:
 
 December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsCash in bank


9,821



21,552



2,829Short-term bank deposits


26,376



36,011



7,599Total cash


36,197



57,563



10,428
  B.
Financial assets at fair value through profit or loss:
 
 December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsFinancial assets carried at fair value through profit or loss (FVTPL)Shares


31,454



10,534



9,062Governmental loan and other bonds


76,300



33,215



21,981Certificate of participation in mutual fund


3,598



115,061



1,037Derivatives not designated as hedges


1,512



-



436112,864



158,810



32,516
 
 C.
Trade receivables:
 
 (1)
Composition
 
 December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsTrade receivables


83,274



71,434



23,993Less - allowance for doubtful debts


342



94



9982,932



71,340



23,894
 
 F - 27
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 4 -       CURRENT ASSETS (Cont.)
 
 C.
Trade receivables (Cont):
 
 (1)
Composition (Cont):
 
 The average credit period on sales of goods is 74 days. Allowance for doubtful debts is based upon factors surrounding the credit risk of specific customers and other information which our management believes adequately covers all anticipated losses in respect of trade receivables.
  Before accepting any new customer, the Group assesses the potential customer's credit quality and defines credit limits by customer. Credit limits are examined periodically based on the Company's collection experience with each customer and additional external information. 99% of the Company's customers complied with their credit limits.
 
 Of the trade receivables balance at the end of the year, NIS 18,226 thousand and 10,194 thousands (2012: NIS 9,565 and 10,536) are due from significant customers. There are no other customers who represent more than 10% of the total balance of trade receivables.
  (2)
Movement in the allowance for doubtful debts
  December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsBalance at beginning of the year


94



546



27Change in allowance doubtful debts


(92
)


(441
)


(26
)Bad and doubtful debts


340



(11
)


98Balance at end of the year


342



94



99
 
 D.
Other receivables and prepaid expenses
  December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsPrepaid expenses


887



495



256Income receivables


498



522



144Advances to suppliers


687



1,299



198Government authorities


-



3,543



-Interested and related parties


300



-



86Others


322



129



932,694



5,988



777
 
 F - 28
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 4 -       CURRENT ASSETS (Cont.)
 E.
Inventories
  December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsFinished products


43,730



43,178



12,599Merchandise in transit


10,271



6,092



2,95954,001



49,270



15,558
 
 The inventories are presented net of impairment provision.
  NOTE 5 -       INVESTMENTS IN SUBSIDIARIES
 
 The consolidated financial statements include the financial statements of the following Subsidiaries:
 
 Subsidiary

Location

Jurisdiction of Organization

Company's Ownership InterestDecember 31,2 0 1 3


2 0 12Gold Frost Ltd ("Goldfrost")

Israel

Israel


100.00
%


100.00
%WF Kosher Food Distributors Ltd.

("WF") - non active

USA

USA


100.00
%


100.00
%V.F.D. Ltd.

Israel

Israel


100.00
%


100.00
%
  Scope of investment in investee (*)

December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsGoldfrost


140,437



121,136



40,460WF - non active


(1,872
)


(2,019
)


(539
)V.F.D. Ltd.


72



74



21138,637



119,191



39,942
 
 (*)
The scope of the direct investment in investee is computed in a net amount based on the consolidated financial statements attributable to the equity holders of the parent, of total assets less total liabilities which present in the Company's consolidated financial statements financial information about the investee, including goodwill.
 
 F - 29
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 6 -       PROPERTY PLANT AND EQUIPMENT
 
 Machinery





ComputersLand and


and


Motor


and


OfficeBuilding


equipment


Vehicles


equipment


Furniture


TotalConsolidated Cost:Balance -January 1, 2012


44,672



1,450



10,890



3,440



949



61,401Additions


1,764



-



961



210



222



3,157Dispositions


-



(43
)


(1,493
)


-



-



(1,536
)Balance - December 31, 2012


46,436



1,407



10,358



3,650



1,171



63,022Changes during 2013:Additions


210



1,855



1,597



146



44



3,852Dispositions


-



-



(211
)


-







(211
)Balance - December 31, 2013


46,646



3,262



11,744



3,796



1,215



66,663Accumulated depreciation:Balance - January 1, 2012


7,766



569



6,725



3,067



729



18,856Additions


2,310



369



344



90



21



3,134Dispositions


(57
)


(25
)


(514
)


-



-



(596
)Balance - December 31, 2012


10,019



913



6,555



3,157



750



21,394Changes during 2013:Additions


1,827



253



2,267



78



34



4,459Dispositions


-



-



(164
)


-



-



(164
)Balance  - December 31, 2013


11,846



1,166



8,658



3,235



784



25,689Net book value:December 31, 2013


34,800



2,096



3,086



561



431



40,974December 31, 2012


36,417



494



3,803



493



421



41,628Net book value

(Dollars in thousands):December 31, 2013


10,026



604



889



162



124



11,805
 
 F - 30
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 7 -       GOODWILL
 
 Annual test for impairment
 
 By the end of the year 2013 the amount of goodwill was NIS 36 thousands, based on the materiality estimate, the Group determined that no test for impairment of goodwill was necessary.
 
 NOTE 8 -       DETAILS OF CURRENT LIABILITIES
 
 A.
Trade payables
  December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsOpen accounts


18,668



26,292



5,378Checks payables


1,577



976



45520,245



27,268



5,833
 
 The average credit period on purchases of certain goods is approximately 30 days.
  B.
Other payables and accrued expenses
  December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsGovernment authorities


608



7



175Customer advances


657



730



189Related parties (see note 24)


1,931



3,740



556Accrued expenses


2,025



1,478



583Other


61



-



195,282



5,955



1,522
  NOTE 9 -       SHORT TERM BANK DEBT
 Loans and other credits Comprised as follows in NIS:
 
 Interest rate


LiabilitiesAs of


Current


Non-current


TotalDecember 31


As of December 31,2 0 1 3


2 0 1 3


2 0 1 2


2 0 1 3


2 0 1 2


2 0 1 3


2 0 1 2annual%Banks debt:Euro

L+1.85



18



7,480



-



-



18



7,480Swiss Franc

L+1.85



-



2,450



-



-



-



2,45018



9,930



-



-



18



9,930
 
 F - 31
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 10 -     PROVISIONS
  A.
Movement in Provisions:
 
 Legal claimsNIS


US DollarsBalance at the beginning of year 2013


3,446



993Additional recognized provisions during the year


(3,446
)


(993
)Balance at the end of year 2013


-



-
 
 B.
Additional information:
  In May 2013, the Municipality of Yavne sent the Company a revised municipal tax assessment for 2013 according to which the area of the logistic center and its classification were revised (in this paragraph, "the revised municipal tax assessment"). The additional annual charge included in the revised municipal tax assessment amounts approximately NIS 160 thousand. In addition, the Municipality of Yavne sent the Company a retroactive charge for the years 2008-2012 in respect of what was stated in the revised municipal tax assessment. The legal advisors of the Company believe that there is a chance to significantly reduce the revised municipal tax assessment for 2013 and that there is a high chance of cancelling the retroactive charge. Accordingly, the financial statements include a provision on part of the revised municipal tax assessment but they do not include a provision in respect of the retroactive charge as mentioned above.
  NOTE 11 -     EMPLOYEE BENEFITS
 
 A.
Defined benefit plans - General
 
 According to the labor laws and Severance Pay Law in Israel, the Company is required to pay compensation to an employee upon dismissal or retirement. The Company's liability is accounted for as a post-employment benefit. The computation of the Company's employee benefit liability is made in accordance with a valid employment contract based on the employee's salary and employment term which establish the entitlement to receive the compensation.
 
 The Group accounts for that part of the payment of compensation that is not covered by contributions in defined contribution plans, as above, as a defined benefit plan for which an employee benefit liability is recognized and for which the Group deposits amounts in central severance pay funds and in qualifying insurance policies.
 
 The plan assets, once funded, are outside of the Company's management, which does not make any decisions regarding the composition of the assets nor the allocations to any investment alternatives.
 
 The current value of the Group's post-employment benefits obligation is based on an actuarial estimation. The actuarial estimation was performed by Mrs. Orit Nir, actuarial, member of Israel Association of Actuaries.
 
 F - 32
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 11 -     EMPLOYEE BENEFITS (Cont.)
 
 B.
Composition:
  December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsPost Employment Benefits:Benefits to retirees


644



581



186Short term employee benefits:Accrued payroll and related expenses


1,482



1,277



427Short term absence compensation


398



382



1141,880



1,659



541
  The principal assumptions used for the purposes of the actuarial valuations were as follows:
  Valuation at2 0 1 3

2 0 1 2Discount rate
3.6%

3.7%Expected return on the plan assets
2.5%-4.5%

2.5%-4.5%Rate of increase in compensation
4%

4%Expected rate of termination:0-1 years
35%

35%1-2 years
30%

30%2-3 years
20%

20%3-4 years
10%

10%4-5 years
10%

10%5 years and more
7.5%

7.5%
  Assumptions regarding future mortality rates are based on mortality tables published and approved by the Ministry of Finance and updated as of December 31, 2001. The mortality rate of an active beneficiary at retirement age (67 for men, 64 for women), is 0.6433% for men and 0.3574% for women.
 
 The Group makes use of a capitalization rate appropriate to the market yield on government AA-rated debentures.
 
 The projected yield on a plan's assets is adapted to the manner in which compensation is accrued according to the plan's characteristics and the behavior of the market.
 
 F - 33
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 11 -     EMPLOYEE BENEFITS (Cont.)
 B.
Composition: (Cont.)
 
 Amounts recognized in profit or loss in respect of these defined benefit plans are as follows:
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsCurrent service cost


681



644



196Interest cost


107



103



31Expected return on the plan assets


(97
)


(89
)


(28
)Employer contribution


(660
)


(592
)


(190
)Interest losses on severance payment allocated to remuneration benefits


12



20



3Actuarial losses (gains) recognized in the year


-



112



-Actuarial gains arising from experience adjustments (see Note 2v)


(55
)


-



(16
)Actuarial losses arising from changes in financial assumptions (see Note 2v)


159



-



46Benefit paid during the year


(84
)


(135
)


(24
)63



63



18
 
 C.
Defined benefit plans:
 
 The expenses (income) included in the Income statement are as follows:
  Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsSelling expenses


-



50



-General and administrative expenses


-



13



--



63



-remeasurement of the net liability in respect of defined benefit by Movement in capital reserve in (see Note 2v)


63



-



18
 
 F - 34
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 11 -     EMPLOYEE BENEFITS (Cont.)
 C.
Defined benefit plans: (Cont.)
 
 Movements in the present value of the defined benefit obligation in the current period were as follows:
  Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsOpening defined benefit obligation


2,929



2,457



844Current service cost


681



644



196Interest cost


107



103



31Actuarial gains


-



179



-Actuarial losses arising from experience adjustments (see Note 2v)


25







7Actuarial gains arising from changes in financial assumptions (see Note 2v)


(56
)






(16
)Benefits paid


(291
)


(454
)


(84
)Closing defined benefit obligation


3,395



2,929



978
 
 Movements in the fair value of the defined benefit assets in the current period were as follows:
  Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsOpening defined benefit assets


2,348



1,940



676Expected return on the plan assets


97



89



28Actuarial losses


-



67



-Changes in financial assumptions


(135
)


-



(39
)Employer contribution


660



592



190Benefits paid


(207
)


(320
)


(60
)Interest losses on severance payment allocated to remuneration benefits


(12
)


(20
)


(3
)Closing defined benefit assets


2,751



2,348



792
 
 Adaption of the current value of defined benefit plan liability and the fair value of the plan's assets to the assets and liabilities recognized in the Balance Sheets:
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsPresent value of funded liability


3,395



2,929



978Fair value of plan assets - accumulated deposit in executive insurance


2,751



2,348



792Net liability deriving from defined benefit obligation


644



581



186
  F - 35
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 11 -     EMPLOYEE BENEFITS (Cont.)
 C.
Defined benefit plans: (Cont.)
 
 Actual return on the plan's assets and compensation rights:
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsExpected return on plan's assets


97



89



28Actuarial (losses) gains


-



67



-Actual return on plan's assets


97



156



28
 
 Comparison to previous years:
  Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsPresent value of obligation due to defined benefit plan


3,395



2,929



2,458



978Fair value of plan assets


2,751



2,348



1,940



792Plan deficit


644



581



518



186
 
 D.
Short term employee benefits
 
 (1)
Paid Vacation Days
 
 In accordance with the Yearly vacation Law, 1951, Company employees are entitled to a number of paid vacation days for each year of work. In accordance with the law in question (and addition as set in personal agreements between the Company and several of its employees), the number of yearly work days to which each employee is entitled is established based on said employee's seniority.
 
 The employee may use vacation days based on his needs and with the Company’s consent, and to accrue the remainder of unused vacation days. Employees who have discontinued their employment without using the balance of their vacation days are entitled to payment for the vacation days in question.
 
 The balance of the Group's vacation provision is in accordance with the vacation eligibility of each individual employee, according to the personal agreement between each employee and the company to which they belong, and in accordance with the employee's salary. The balance of the Group's vacation provision as of December 31, 2013 is NIS 305 thousand (NIS 293 thousand as of December 31, 2012).
 
 (2)
Paid Sick Days
 
 In accordance with the Sick Pay Law, 1976, Company employees are entitled to 18 sick days a year (a day and a half per month). Sick days are deducted only upon receipt of medical confirmation of an employee's illness. Employees who have discontinued their employment without using the balance of their sick days shall not be entitled to payment for the balance of sick days in question, and therefore such a provision is not listed in the Company's books.
 
 F - 36
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 12 -     INCOME TAXES
 
 A.
Composition
  Year ended December 312 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsCurrent taxes:Current taxes


8,459



7,095



4,277



2,437Taxes in respect of prior years


539



(251
)


(131
)


1558,998



6,844



4,146



2,592Deferred taxes:Deferred taxes from continued operations


519



913



(240
)


1509,517



7,757



3,906



2,742
 
 B.
Reconciliation of the statutory tax rate to the effective tax rate
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsIncome before Income taxes


41,325



31,763



18,255



11,907Statutory tax rate


25%



25%



24%



25%Tax computed by statutory tax rate


10,331



7,941



4,381



2,977Tax increments (savings) due to:Non-deductible expenses


166



55



124



48Tax exempt Income


(224
)


(47
)


(91
)


(65
)Permanent differences


-



-



(12
)


-Temporary differences for which deferred taxes were not provided


(1,341
)


(116
)


(257
)


(386
)Differences in the definition of capital and non-monetary items for tax purposes and financial reporting purposes


-



-



36



-Previous year taxes


539



(63
)


(131
)


155Other


46



(13
)


(144
)


139,517



7,757



3,906



2,742
 
 F - 37
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 12 -     INCOME TAXES (Cont.)
 
 C.
Deferred Taxes
  January 1,

2013


Recognized in profit or loss


December 31,

2013


December 31,

2013NIS


NIS


NIS


US DollarsDeferred taxes arise from the following:Financial assets carried at fair value

through profit or loss


(828
)


(302
)


(1,130
)


(326
)Employees benefits


262



(6
)


256



74Allowance for doubtful accounts


24



67



91



26(542
)


(241
)


(783
)


(226
)Carry forward tax losses


562



(278
)


284



8220



(519
)


(499
)


(144
)
  For 2013 - Deferred taxes were computed at rates of 25%.
  January 1,

2012


Recognized in profit or loss


December 31,

2012


December 31,

2012NIS


NIS


NIS


US DollarsDeferred taxes arise from the following:Financial assets carried at fair value

through profit or loss


-



(828
)


(828
)


(222
)Employees benefits


265



(3
)


262



70Allowance for doubtful accounts


137



(113
)


24



6402



(944
)


(542
)


(146
)Carry forward tax losses


531



31



562



152933



(913
)


20



6
 
 For 2012 - Deferred taxes were computed at rates of 25%.
 
 D.
Reduction of Corporate Tax Rates
 
 (1)
The Company and its subsidiaries were not assessed for Income Taxes. According to section 145 of the Tax Ordinance assessments for the years 2007 and backward are considered final.
 
 (2)
On February 26, 2008, the Knesset ratified the third reading of the Income Tax Law ("Inflation Adjustments") (Amendment 20) (Limitation of Term of Validity) - 2008 (hereinafter: "The Amendment"), pursuant to which the application of the inflationary adjustment law was terminated in tax year 2007 and as of tax year 2008, the law is no longer apply, other than transition regulations whose intention is to prevent distortions in tax calculations.
 
 F - 38
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 12 -     INCOME TAXES (Cont.)
 
 D.
Reduction of Corporate Tax Rates (Cont)
 
 (2)
(Cont.)
 
 According to the amendment, in tax year 2008 and thereafter, the adjustment of revenues for tax purposes is no longer be considered a real-term basis for measurement.  Moreover, the linkage to the CPI of the depreciated sums of fixed assets and carryover losses for tax purposes was discontinued; in a manner whereby these sums was adjusted until the CPI at the end of 2007 and their linkage to the CPI was end as of that date.
 
 (3)
In July 2005, the Israeli Knesset passed the Law for Amending the Income Tax Ordinance (No. 147), 2005, according to which commencing in 2006 the corporate Income-tax rate would be gradually reduced, for which a 31% tax rate was established, through 2010, in respect of which a 25% tax rate was established.
 
 On July 23, 2009, the Knesset passed the Economic Efficiency Law (Legislation Amendments for Implementation of the 2009 and 2010 Economic Plan) - 2009, which provided, inter-alia, an additional gradual reduction in the company tax rate to 18% as from the 2016 tax year. In accordance with the aforementioned amendments, the company tax rates applicable as from the 2009 tax year are as follows: in the 2009 tax year- 26%, in the 2010 tax year- 25%, in the 2011 tax year - 24%, in the 2012 tax year - 23%, in the 2013 tax year- 22%, in the 2014 tax year - 21%, in the 2015 tax year - 20% and as from the 2016 tax year the company tax rate will be 18%. The aforementioned change in the tax rates had no material impact on the Company’s financial position or results of operations.
 
 (4)
In September 26, 2011 the Social-Economic Reform Committee headed by Professor Manuel Trajtenberg published a report with its recommendations. Consequently, on  December 6, 2011, the Law for Change in the Tax Burden (Legislative Amendments), based on the recommendations in the Tax Section of that report, was published, after being approved in a third reading in the Israeli Knesset.
 
 The main changes of the new law regarding corporate Income taxes are as follows:
 
 (a)
Cancellation of the planned gradual reduction of Income taxes and corporate Income taxes commencing in 2012.
 
 (b)
Increase of the corporate Income tax rate to 25% in 2012.
 
 (c)
Increase of the capital gains tax rate and betterment tax rate to 25%.
 
 (5)
In July 30, 2013, the "Knesset" approved the third reading of the "Arrangements Law"("the Law") and on August 5, 2013 it was published in the registry. According to which the corporate tax will be increased by 1.5% commencing 2014 tax year from 25% to 26.5%. As of December 31, 2013, deferred tax balances that are measured according to the corporate tax have been computed according the provisions of the Law.
 
 
 F - 39
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 13 -     COMMITMENTS AND CONTINGENT LIABILITIES
 
 A.
Commitments
 
 (1)
The Company has agreed to pay the large supermarket retail chains in the organized market and to certain of the customers in the private sector incentives calculated as a fixed percentage of the annual sales to such customer or incentives based on the increase in volume of sales to such customers in excess of a certain agreed amount with respect to the year 2012. The incentives also includes penetration discounts for sales of our new products, shelves stocking, limited discounts for opening of new branches that sell the Company's products and payments for participation in product advertisements. The extent of such incentives calculated as a percentage of the annual sales turnover of each relevant customer (depending on the agreement with each customer) and are usually awarded as part of a written annual framework agreement.
 
 (2)
As of June 1, 1998, the Company entered into certain management services agreements with certain companies controlled by each of Messrs. Joseph and Zwi Williger, respectively (collectively, the “Williger Management Companies”), pursuant to which Messrs. Joseph and Zwi Williger are to provide management services on behalf of the Williger Management 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 additional years and were automatically renewed for an additional period of two years in June 2004.
 
 Each of the Management Services Agreements provided for monthly services fees equal to USD 24,500 (excluding VAT) and an annual bonus at a rate of 3% of the Company’s consolidated pre-tax annual profits, if such profits are equal to or less than NIS 3.0 million (approximately USD 0.8 million), or at a rate of 5% if such profits exceed such level.
 
 On May 4, 2005 the Company’s Audit Committee and Board of Directors decided to amend the terms of the abovementioned agreements, mainly extending the management services period for an unlimited period, with an option to terminate them by the Company’s advance notice of 18 months and the Management Companies’ advance notice of 180 days. The General Meeting of the Company’s shareholders ratified these amendments on July 20, 2005.
 
 On February 15, 2006 the Company’s board of directors resolved, in light of the expressed position of the Israeli Securities Authority, to set those agreements for a five-year period following ratification by the Company’s shareholders General Meeting, i.e., until July 19, 2010.
 F - 40
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 13 -     COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
 
 A.
Commitments (Cont.)
 
 (2)
(Cont.)
 On January 2, 2008 the Audit Committee and the Board of Directors unanimously approved the amendment of the Management Services Agreements with Messrs. Zwi Williger and Joseph Williger. In accordance to the new Management Services Agreements the terms were amended as follows:
 (a)
The current monthly services fees according to the Management Services Agreements will cease to be linked to the US Dollar and will be translated to NIS 102,900 (excluding VAT) linked to changes in the Israeli consumer price index which is NIS 120,594 per month as of December 31, 2013 (USD 34,743).
 
 (b)
The terms of the Management Services Agreements are to be extended indefinitely, subject to clause (3) below; provided however that in the event the Williger Management Company provides the management services to the Company without the presence of Messrs. Zwi Williger or Joseph Williger, as the case may be, and/or in the case of the death and/or permanent disability of Messrs. Zwi Williger or Joseph Williger, the Company will be entitled to terminate the Management Services Agreement immediately.
 
 (c)
Each of the parties to the Management Services Agreements may terminate the agreement at any time, and for any reason, by prior written notice which will be delivered to the other party as follows:
 The Company may terminate the agreement at any time, and for any reason, by prior written notice of at least 36 months.
 
 The Williger Management Company may terminate the agreement at any time, by prior written notice of at least 180 days.
 
 (d)
If a Williger Management Company is to terminate the Management Services Agreement, the Williger Management Company would be entitled to receive the management fees for a period of twelve (12) months, which would begin after the prior notice period, whether or not it provides the Company with any management services during such twelve-month period.
 In addition, the Management Services Agreements contain provisions entitling each of Messrs. Zwi Williger and Joseph Williger to 30 vacation days per year, during which days the applicable Williger Management Company will not provide management services to the Company. Unused vacation days may be accumulated and paid for in lieu of taking such days as vacation.
 In March 2011, the Israeli Parliament adopted Amendment No. 16 to the Israeli Companies Law, which implemented a comprehensive reform in the corporate governance of Israeli companies. In accordance with Amendment No. 16, in general, any transaction or compensation arrangement with a Controlling Shareholder, including transactions and compensation arrangements that were in effect prior to Amendment No. 16, must be approved by the Audit Committee, Board of Directors and the General Meeting of Shareholders every three years. Furthermore, existing transactions and compensation arrangements with Controlling Shareholders must be approved by the later of (i) November 15, 2011, and (ii) three years from the date the transaction was last approved by the General Meeting of Shareholders.
 
 F - 41
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 13 -     COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
 
 A.
Commitments (Cont.)
 
 (2)
(Cont.)
 On August 28, 2011 and August 30, 2011, the Audit Committee and the Board of Directors of the Company, respectively, unanimously approved the extension of the Management Services Agreements described above, for three years, from September 15, 2011 until September 14, 2014. The approval was granted subject to (i) the approval of the General Meeting of Shareholders by a special majority and (ii) the amendment of the Management Services Agreements to (A) provide that Mr. Zwi Williger would serve as active Chairman of the Board of Directors of the Company and no longer serve as Chief Operating Officer, and Mr. Joseph Williger would serve as President of the Company and no longer serve as Chief Executive Officer and (B) reduce from 36 months to 18 months the prior notice that the Company must provide to a Williger Management Company in the event that the Company wishes to terminate the Management Service Agreement. These amendments were approved by the Company’s shareholders on October 6, 2011.
 
 (3)
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 4,500 (USD 1,205) to be adjusted annually for changes in the Israeli CPI, which is NIS 7,085 per month as of December 31, 2013 (USD 2,042).
 
 In light of the recent enactment of Amendment No. 16, an agreement with a Controlling Shareholder, such as the Company's service agreement with its Parent Company must be approved every three years by the Audit Committee, Board of Directors and by a special majority of the General Meeting of Shareholders. On October 6, 2011 following the unanimous approval of the Company's Audit Committee and Board of Directors on August 30, 2011, the General Meeting of Shareholders of the Company approved the extension of the above service agreement, from November 15, 2011 until November 14, 2014.
 
 (4)
The Company does not generally enter into written agency or other agreements with its suppliers. However, the Company has written agreements with 24 foreign suppliers that confirm the exclusive appointment of the Company as the sole agent and/or distributor of such suppliers either with respect to a specific product or with respect to a line of products, within the State of Israel.
 
 (5)
The Company signed distribution agreements with distributors that distribute the Company's products all over Israel for a commission that range between 7% to 10% of the distributor sales, depending on the product. The Company has no commitment to any of those distributors for ongoing relationship.
 
 F - 42
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 13 -     COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
 
 B.
Contingent liabilities
 
 (1)
On July 7, 2008, WF filed a lawsuit in the Supreme Court of the State of New York, County of New York, against Laish Israeli Food Ltd., Laish Dairy Ltd., 860 Nostrand Associates LLC., Arie Steiner, Eli Biran (WF's former CEO) and others. WF asserted claims of, inter alia, fraud, conversion and breach of contract. Certain of those defendants moved to dismiss the complaint based on the execution of a 2007 Settlement Agreement. That motion was denied in 2009. In addition, those defendants who initially moved to dismiss the complaint filed a later motion requesting that the Court reconsider its denial of their motion to dismiss based on recent decisions of New York’s Court of Appeals. Following such application, the Court dismissed those claims which were the subject of the settlement agreement.
 On August 27, 2008, 860 Nostrand Associates LLC. filed a lawsuit against the Company  claiming that the Company is liable to it as a guarantor of an alleged lease between WF and 860 Nostrand Associates LLC. The Company has disputed the validity of the lease and guarantee. Damages are being sought in the amount of $735,000 plus interest and legal fees.
 
 The two cases were consolidated for discovery and a joint trial. Discovery has been completed. Several trial dates were set last year and adjourned. Settlement discussions have not been productive. The parties are currently preparing for an April 28, 2014 jury trial. At the current stage of the dispute, the Company's management and legal counsel cannot assess the chances of the parties
 
 (2)
On September 22, 2008, a lawsuit was filed against the Company, WF and one of the Company's officers by several WF's Israeli vendors in the Tel Aviv-Jaffa Magistrates Court in the amount of NIS 1,350 thousand (USD 389 thousand), claiming nonpayment of WF for food products that they allegedly supplied to WF. A statement of defense was filed where the Company vigorously defended against such claims.  In March 2014, a verdict was rendered in which the Court rejected all plaintiffs' arguments and accepted all the Company's arguments. The Court further ruled legal expenses of NIS 60,000 in favor of the Company.
 
 (3)
In December 2012, November 2013 and December 2013, three civil complaints and applications for their approval as class actions were filed against the Company alleging the unlawful and misleading labeling of products imported and sold by the Company. The complaints seek to represent every resident of the State of Israel who purchased products of the Company. The aggregate amount of the claims, as estimated by the plaintiffs, is approximately NIS 17 million (USD 4.8 million). In light of the early stage of the procedures, it is not possible at this time to provide an assessment of the chances of success of the claims and, therefore no provision has been made in the financial statements.
 
 F - 43
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 13 -     COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
 
 B.
Contingent liabilities (Cont.)
 
 (4)
In October 2013, the Company filed a claim with the Rishon Le'Zion Magistrate Court against the Israel Customs and VAT Department in the framework of which it demanded that the Court nullify of the charge issued to the Companyby the Central Customs House, which argues that, for customs purposes, the Company did not include various costs that it had incurred in order to receive Kosher certification for the food products that it had imported over a seven-year period, thereby underpaying customs duties (in this paragraph, the "Charge Notice"). The Charge Notice requiresthe paymentof total customs duties of approximately NIS 150 thousand (USD 43 thousand). The legal advisors of the Company believe that there is a high probability of successfully challenging the Charge Notice and, accordingly, the financial statements do not include a provision in respect of the Charge Notice.
 
 (5)
In November, 2013, Messrs. Zwi and Joseph Williger informed the Company that in the context of mediation they have agreed with Mr. Arcadi Gaydamak to the dismissal of Mr. Gaydamak's claims against them. In 2009, Mr. Gaydamak filed a lawsuit against Messrs. Zwi and Joseph Williger claiming, among others, that they did not rightfully exercise their call option under loan agreements following which Messrs. Zwi and Joseph Williger each increased his holdings by 21.65% of the outstanding shares of the Company's parent company, Willi-Food Investments Ltd. (based on its outstanding shares at the time). As a result of their agreement, all claims between the parties have been dismissed.
  NOTE 14 -     SHAREHOLDERS' EQUITY
 
 Composition:
  Ordinary sharesof NIS 0.1 par

value eachDecember 312 0 1 3


2 0 1 2Authorized share capital


50,000,000



50,000,000Issued and outstanding


12,974,245



12,974,245
 
 (1)
On March 17, 2010, the Company raised a USD 20.0 million through a public offering of its ordinary shares. The Company issued a total of 3,305,786 ordinary shares at a purchase price of USD 6.05 per share, and the Company also granted to the underwriter an option, exercisable within 30 days from the date of the public offering, to purchase up to an additional 330,579 ordinary shares. This option expired without the underwriter's exercise of such option. After deducting closing costs and fees, the Company received net proceeds of approximately USD 19.0 million.
 
 (2)
On September 2011, the Company initiated a share repurchase program permitting the Company to repurchase up to USD 5 million of the Company's ordinary shares over the period of twelve months as part of its ongoing consideration of alternative methods to take advantage of the Company's strong cash position. During November - December 2011, the Company purchased 553,319 ordinary shares of the Company in accordance with its share repurchase program.  During January – February 2012, the Company purchased 46,115 ordinary shares of the Company in accordance with its share repurchase program. In February 2012, in light of the global and Israeli economic situations and the foreseeable recession, the Company terminated its repurchase program in order to focus its resources on developing its core business activity.
  F - 44
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 15 -     SHARE BASED PAYMENT
 
 A.
Options plans
 
 (1)
August 2009 series.
 
 On January 2008 the parent company's Board of Directors adopted a Stock Incentive Plan. The Parent Company was authorized to grant up to 100,000 options to several of the Group's employees. On August 4, 2009 according to a decision of the parent company's audit committee and Board of Directors from March 12, 2009, the option plan has been amended - the number of the options that the Parent Company was authorized to grant increased up to 200,000, the expiration dates extended in six months, and the purchase price per share payable upon exercise of an option was determined on NIS 11.5 subject to adjustments and not linked to the changes in the Consumer Price Index (in place of NIS 19 linked to the changes in the Consumer Price Index). 135,000 options were granted to the Group's employees on August 4, 2009.
 
 The options granted vest in three equal annual instalments commencing August 2010 and will expire in 3, 4 and 5 years, respectively. The Company utilizes the Black-Scholes model.
 
 The Company estimated the fair value, utilizing the following assumptions (all in weighted averages):
 
 August 2009 seriesAverage share price (NIS)
20.13Exercise price(NIS)
11.5Risk-free interest rate
2.5%-3.7%Expected life of share options
2-4 yearsExpected annual volatility (*)
45%-51%
 
 (2)
June 2011 series.
 
 On June 29, 2011, the remaining 65,000 options (out of the 200,000 options approved) were granted to the Group's employees. By the end of the year 2012, 14,000 options of this series were forfeited. The Options expire dates in June, 2014, 2015 and 2016 respectively.
 
 The Company utilizes the Black-Scholes model. The Company estimated the fair value, utilizing the following assumptions (all in weighted averages):
 
 June  2011 seriesAverage share price (NIS)
20.13Exercise price(NIS)
10.14Risk-free interest rate
4.4%Expected annual volatility (*)
44.1%Option life (years) (**)
2.49
 
 
 F - 45
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 15 -     SHARE BASED PAYMENT (Cont.)
 
 A.
Options plans (Cont.)
  (3)
November 2013 series.
 
 November  2013 seriesAverage share price (USD)
8.07Exercise price (USD)
6.5Risk-free interest rate
1.57%Expected annual volatility (*)
30%Option life (years) (**)
5For addition information see note 24d
  (*)
The expected volatility was determined on the basis of historical volatility of share prices of the Company and other group companies.
 
 (**)
The average option life is determined according to management estimate as to the holding period of the options by employees taking into account their position at the Company and the Company's past experience.
 
 B.
Movement during the year
 
 A summary of the status of the Company’s stock option plans as of December 31, 2012, 2011 and changes during the years then ended, is presented below:
 
 Number of optionsYear ended December 312 0 1 3


2 0 1 2Number of options


Weighted average exercise price


Number of options


Weighted average exercise price(NIS)





(NIS)Balance at the beginning of the year


61,334



9.94



75,001



10.14Exercised


(58,000
)


9.78



-



-Forfeited


-







(13,667
)


-Balance at the end of the year


3,334



9.58



61,334



9.94Options exercisable at the year end(*)


-







54,667



-
  (*)
The weighted average remaining contractual life of the above options was 2.49 years.
 
 C.
The accounting for share-based compensation
 
 (1)
August 2009 and June 2011 series.
 
 The accounting for share-based compensation is as follows: The parent company initiated and approved the grant, and hence the Company has no obligation to settle the grant in accordance with IFRS 2.43B. This implies that the Company records an expense as if it were granting its own shares. The options fair value determined at the date of grant is recognized over the vesting period of each trench.
 
 F - 46
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 15 -     SHARE BASED PAYMENT (Cont.)
 
 C.
The accounting for share-based compensation (Cont.)
 
 (2)
November 2013 series.
 
 The accounting for share-based compensation is as follows: The Company initiated and approved the grant. In accordance with IFRS 2 the options fair value determined at the date of grant is recognized over the vesting period of each trench.
  NOTE 16 -     SELECTED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
 
 A.
Revenues
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsSale of other products


336,032



286,509



264,404



96,811
  B.
Cost of sales
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsPurchases


243,197



225,268



194,906



70,066Transportation


1,993



1,833



1,760



574Depreciation and amortization


1,906



2,282



1,858



549Maintenance


3,827



2,763



2,678



1,103Other costs and expenses


1,754



1,597



1,504



505252,677



233,743



202,706



72,797Change in finished goods


(322
)


(16,275
)


(7
)


(93
)252,355



217,468



202,699



72,704
 
 C.
Selling expenses
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsSalaries and related expenses


10,979



10,890



10,234



3,163Maintenance


7,146



5,927



5,032



2,058Vehicles


4,591



4,524



4,499



1,323Advertising and promotion


5,963



4,287



3,774



1,718Depreciation and amortization


1,995



376



1,098



575Others


4,456



2,911



2,845



1,28435,130



28,915



27,482



10,121
 
 F - 47
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 16 -     SELECTED CONSOLIDATED STATEMENTS OF OPERATIONS DATA (Cont.)
  D.
General and administrative expenses
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsSalaries and related expenses


13,210



11,195



10,215



3,806Office maintenance


1,137



919



889



328Professional fees


2,418



2,890



4,354



695Vehicles


412



344



274



119Depreciation and amortization


558



476



403



161Bad and doubtful debts


340



(11
)


109



98Communication


181



165



198



52Other


1,152



737



933



33219,408



16,715



17,375



5,591
  E.
Employees benefit costs
  Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsPayroll (without payment to related  parties)


16,100



15,571



15,159



4,639Salary expenses relating Stock Incentive Plan


18



93



200



5Employee Benefit Plan expenses


-



63



(124
)


-16,118



15,727



15,235



4,644
  F.
Depreciation and amortization
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsDepreciation of fixed assets

(see note 6)


4,459



3,134



3,359



1,285
  NOTE 17 -     OTHER INCOME
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsCapital gain on fixed assets realization


29



89



240



8Other


25



(43
)


-



854



46



240



16
 
 F - 48
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 18 -     FINANCE INCOME AND EXPENSES
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsA.
Financing Income:Interest Income:Short-term bank deposits


412



836



1,533



119Interest Income of debentures held for trading


1,734



1,832



1,933



500Other


49



-



-



14Total interest Income


2,195



2,668



3,466



633Other:Changes in fair value of financial assets at fair values


10,363



4,034



(4,034
)


2,986Foreign currency differences


-



1,775



1,661



-Dividends


450



239



387



129Total financing Income


13,008



8,716



1,480



3,748
  B.
Financing expenses:Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsInterest expenses:Bank credit


-



24



47



-Other:Realized loss (gain) on derivatives


69



-



(44
)


20Foreign currency differences


351



-



(90
)


101Bank fees


455



363



417



131Other


1



23



(17
)


-Total Other costs


876



386



266



252Total financing costs


876



410



313



252
  F - 49
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 19 -     EARNING PER SHARE
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsA.
Basic earnings per share:Profit  for the year from continuing operations attributable to equity holders of the parent


31,808



24,006



14,349



9,165Profit  for the year from discontinued operations attributable to equity holders of the parent


-



-



3,962



-Earnings used in the calculation of basic earnings per share to equity holders of the parent


31,808



24,006



18,311



9,165B.
Diluted earnings per share:Profit used to compute basic earnings per share from continuing operations


31,808



24,006



14,349



9,165Profit used to compute diluted earnings per share from continuing operations


31,808



24,006



14,349



9,165Profit used to compute basic earnings per share from discontinued operations


-



-



3,962



-Profit used to compute diluted earnings per share from discontinued operations


-



-



3,962



-Weighted average number of shares used in computing basic earnings per share from continuing operations


12,974,245



12,977,481



13,534,954



12,974,245Weighted average number of shares used in computing diluted earnings per share from continuing operations


12,974,245



12,977,481



13,534,954



12,974,245Weighted average number of shares used in computing basic earnings per share from discontinued operations


-



-



13,534,954



-Weighted average number of shares used in computing diluted earnings per share from discontinued operations


-



-



13,534,954



-
  NOTE 20 -     FINANCIAL INSTRUMENTS
 
 A.
Significant accounting policies
 
 Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which Income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.
 
 F - 50
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
  B.
Categories of financial instruments
  As of December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsFinancial assetsFinancial assets at fair value through profit or loss


112,864



158,810



32,516Cash and cash equivalents


36,197



57,563



10,428Loan carried at fair value through profit or loss


65,300



-



18,813214,361



216,373



61,757Financial liabilitiesShort term bank credit


18



9,930



5Derivatives designated as hedges


51



-



1569



9,930



20
  C.
Objectives of managing financial risks
 
 The finance departments of the Group provide services to the business activity, enable access to local and international financial markets, supervise and manage the financial risks relating to the Group's activities using internal report that analyze the extent of the risk exposure according to degree and intensity. These risks include market risks (including currency risk, fair value risk in respect of the interest rates, price risk and cash flow risk in respect of the interest rates), credit risk and liquidity risk.
 
 The Group reduces the impact of the aforesaid risks from time to time by using derivative financial instruments in order to hedge the risk exposures, such derivatives are not designated as hedges for accounting purposes. Derivatives are used according to the Group's policy, which was approved by the boards of directors. The policy prescribes principles regarding: management of currency risk, interest rate risk, credit risk, the use of derivatives and of non-derivative financial instruments, and investment of liquidity surplus. The compliance with policy and the exposure levels are reviewed by the internal auditor on a continuing basis.
 
 The financial management departments of the Group report to the investment committee of the Group and to the board of directors of the Company about the risks and about implementation of the assimilated policy in order to minimize the risk exposures.
 
 D.
Market risk
 
 The Group's activity exposes it mainly to financial risks of fluctuations in the exchange rates of foreign currency and/or changes in the prices of the imported products and/or changes in the interest rates. The Group purchases forward foreign-currency swap contracts, as needed, opens documentary credit to suppliers, and carries out orders for imported goods.
 
 During the report period, no change occurred in the exposure to market risks or in the way by which the Group manages or measures the risk.
 
 F - 51
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
 E.
Other price risks
 
 The Group is exposed to price risks of - shares, certificate of participation in mutual fund and bonds, which are classified as financial assets carried at fair value through profit or loss.
 
 The carrying amount of the investments exposed to price risks of shares, certificate of participation in mutual fund and bonds is NIS 112,864 thousands (USD 32,516 thousands).
 
 Sensitive analysis in respect to exposure relating to price risks of shares, certificate of participation in mutual fund and bonds.
 
 The sensitivity analysis includes only shares, certificate of participation in mutual fund and bonds at the period end for a 10% change in its prices. A positive number below indicates an increase in profit and other equity where the prices strengthen 10% against the actual prices. For a 10% weakening of the prices against the actual prices, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.
 
 2 0 1 3


2 0 1 2NIS


NISProfit or loss


11,286



15,989
  F.
Credit risk
 
 Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers.
 
 Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is purchased. Once a month the Group performs credit evaluation of the finance condition of its receivables.
  Aging of impaired trade receivables are 74 days and in the year 2013 (84 days in the year 2012)
 
 G.
Liquidity risk management
 
 The following table presents the Group's outstanding contractual maturity profile for its non-derivative financial liabilities. The analysis presented is based on the undiscounted contractual maturities of the Group's financial liabilities, including any interest that will accrue. Non-interest bearing financial liabilities which are due to be settled in less than 12 months from maturity equal their carrying values, since the impact of the time value of money is immaterial over such a short duration.
 
 F - 52
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
 G.
Liquidity risk management (Cont):
 
 (1)
Financial instruments that do not constitute derivate financial instruments
 
 1 year


1-5 years


Total2013:which bear interest


18



-



182012:which bear interest


9,930



-



9,930
 
 Maturity profile of outstanding financial liabilities consists of:
 
 December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsInterest free:Short term bank debt


18



9,930



5
 
 (2)
Non derivatives financial instruments
  The following table presents the Group's maturity profile for its non-derivatives financial instruments based on their contractual maturity. These financial instruments include interest relating to these assets, except for cases when the Group anticipates that the cash flow will occur on a different period.
 1 month


1-3 Months


4-12 Months


1-5 Years


More then5 Years


TotalNIS


NIS


NIS


NIS


NIS


NIS2013Financial instruments which bear interest


127,369



65



938



12,804



3,957



145,133Financial instruments which do not bear interest


36,197



31,519



-



-



-



67,716163,566



31,584



938



12,804



3,957



212,8492012Financial instruments which bear interest


57,563



33,215



-



-



-



90,778Financial instruments which do not bear interest


115,061



10,534



-



-



-



125,595172,624



43,749



-



-



-



216,373
  F - 53
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
 G.
Liquidity risk management (Cont):
 
 (2)
Non derivatives financial instruments (Cont):
 
 The Financial instruments in the non derivatives financial instruments consist of:
 
 December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsCash and cash equivalents


36,197



57,563



10,428Financial assets at fair value through profit or loss


111,352



158,810



32,081Loan carried at fair value through profit or loss


65,300



-



18,813212,849



216,373



61,322
  H.
Exchange rate risk
 
 The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.
 
 The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at reporting date are as follows:
 
 Assets

Assets


Liabilities2 0 1 3


2 0 1 2


2 0 1 3


2 0 1 2NIS


NIS


NIS


NISUSD


9,300



22,760



6,006



17,907EUR


6,216



3,049



3,590



9,042
 
 The Group is mainly exposed to USD and EUR.
 
 The following table details the Group's sensitivity to a 10% increase and decrease in the NIS against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the NIS strengthens 10% against the relevant currency. For a 10% weakening of the NIS against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.
 
 F - 54
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
 H.
Exchange rate risk (Cont):
  USD Impact


EUR Impact2 0 1 3


2 0 1 3NIS


NISProfit or loss


329



263
  USD Impact


EUR Impact2 0 1 2


2 0 1 2NIS


NISProfit or loss


485



(599
)
  (1)
The increase in the Group's sensitivity to a 10% increase and decrease in the NIS against the relevant foreign currencies is mainly attributable to the decrease in balances with foreign customers relating to the disposal of the export operation, and to decrease in forward foreign exchange contracts.
 
 I.
Fair value of financial instruments
 
 The financial instruments of the Group consist of derivative and non-derivative assets and liabilities. Non-derivative assets include cash and cash equivalents, receivables and other current assets. Non-derivative liabilities include short-term bank credit, trade payables, other current liabilities and long-term loans from banks and others. Derivative assets and liabilities include mainly foreign exchange forward contracts.  Due to the nature of these financial instruments, their fair value, generally, is identical or close to the value at which they are presented in the financial statements, unless stated otherwise.
 
 The fair value of the long-term loans approximates their carrying value, since they bear interest at rates close to the prevailing market rates.
 
 Quoted market prices
 
 The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices (includes listed redeemable notes, bills of exchange, debentures and perpetual notes).
 
 Derivatives
 
 Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.
 
 Fair value of financial instruments carried at amortized cost
 
 The management of the group considers that the carrying amounts of financial assets and financial liabilities recognized at amortized cost in the financial statements approximate their fair values.
  F - 55
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
 I.
Fair value of financial instruments (Cont).
 
 Fair value measurements recognized in the statement of financial position
 
 The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is
 
 ·
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
 ·
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
 
 ·
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
 
 December 31, 2013Level 1


Level 2


Level 3


TotalNIS


NIS


NIS


NISfinancial assets ‘at fair value through profit or loss’ (FVTPL)Marketable securities and derivatives


109,645



3,219



-



112,864Loan at fair value through profit or

loss


-



-



65,300



65,300Total


109,645



3,219



65,300



178,164
 
 December 31, 2012Level 1


Level 2


Level 3


TotalNIS


NIS


NIS


NISfinancial assets ‘at fair value through profit or loss’ (FVTPL)Marketable securities


158,810



-



-



158,810Total


158,810



-



-



158,810
 
 Assets and liabilities that are presented in the statement of financial position at fair value within Level 3:
 
 On November 27, 2013, the Company entered into a loan agreement with Newco ("the loan agreement") according to which the Company will give Newco a loan of NIS 65 million ("the loan") that will be deposited according to the trust agreement between the Company and Newco trustee ("the investors trustee") and that may be fully converted into shares of IDB Holdings Company Ltd. ("IDB Holdings") or into shares of IDB Development Company Ltd. ("the conversion shares") to be held by Newco in proportion to the loan amount and the amount injected by Newco under the arrangement plan between IDB Holdings and its creditors ("the arrangement plan") which was submitted to the Court pursuant to section 350 to the Companies Law, 1999 ("the Companies Law").
  F - 56
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 20 -     FINANCIAL INSTRUMENTS (Cont):
 I.
Fair value of financial instruments (Cont):
 
 Assets and liabilities that are presented in the statement of financial position at fair value within Level 3 (Cont):
 
 According to the loan agreement, this is a "bullet" loan (principal, linkage differences and interest) extended for the shorter of a period of one year from the date of deposit or for a period of six months from the date of completion as determined in the arrangement plan ("the original repayment date"). The loan shall be linked to the Israeli CPI published on November 15, 2013 and shall bear interest at the annual rate of 5% compounded from the date of deposit to the relevant date of repayment. According to the terms of the loan agreement, if the Court does not approve the arrangement plan or if the suspending conditions do not give rise to the arrangement plan, the loan will be paid off and returned to the Company before the original repayment date including linkage differences and interest.
 
 Considering the decision of the Tel-Aviv District Court from December 17, 2013 regarding the approval of the creditors' composition of IDB Holdings ("the Court's decision"), the Company addressed the investors trustee and demanded to transfer to its disposal the loan principal in line with the trust agreement and the Court's decision.
  On December 31, 2013, at the request of the Company, the investors trustee addressed the officer in the capacity of the trust agreement, Adv. Hagai Ullman ("Ullman"), and informed that on December 29, 2013 it received a demand from the Company to immediately transfer to the Company the loan principal of NIS 65 million which the Company made available to Newco and which was deposited in trust with the investors trustee. According to this demand, Ullman is requested to give its written approval to the investors trustee and to the Trust Company of Bank Leumi Le'Israel Ltd. (or, alternatively, not to give the approval) to act to release the above amount that is in trust considering the provisions of section 4.2.2 to the trust agreement, the Court's decision and that December 31, 2013 is the deferred date for presenting the examination report by the observer appointed by Court.
 
 On January 12, 2014, the loan principal was returned to the Company. On January 14, 2014, the Company received the interest on the loan.
  Investment in debt instruments and loans presented at fair valueIn investeesNIS in thousandBalance at January 1, 2013


-Purchases


65,000Gains recognized through profit or loss:Finance income


300Balance at December 31, 2013


65,300
 
 F - 57
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 21 -     OTHER FINANCIAL ASSETS AND LIABILITIES
 
 From time to time the Group takes action to hedge against changes in exchange rate. Below are the open positions as of December 31, 2013:
 
 A.
Other financial assets:
  Current AssetsDecember 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsDerivatives not designated as hedges:Maof call options


5,068



-



1,460Maof put options


(3,556
)


-



(1,024
)Total


1,512



-



436
 
 B.
Other financial liabilities:
  Current liabilitiesDecember 31,Exchange


2 0 1 3


2 0 1 2


2 0 1 3rate


Cost Value NIS


fair value NIS


NIS


US DollarsDerivatives designated as hedges:Forward contracts inUSD


3.485-3.515



10,585



(67
)


-



(19
)Forward contracts inEuro


4.756



2,854



16



-



(5
)Total






13,439



51



-



14
 
 NOTE 22 -     DISCONTINUED OPERATIONS
 
 A.
Disposal of manufacturing operation
 
 On December 16, 2011, the Company signed an agreement to sell its entire 51% ownership interest in Shamir Salads for NIS 12 million to other shareholders of Shamir Salads as a result of settlement of a dispute with those shareholders. In addition, the Company received NIS 1.5 million in past due management fees as part of the settlement.
 
 On December 22, 2011, the agreement was granted the status of an arbitration award and that award received the approval of Tal Aviv District Court on December 26, 2011.
 
 The agreement also provides that the Company will be released from any guarantees provided to banks or other entities regarding payment of Shamir Salads promissory notes and those representatives of the Company will resign from the Board of Directors of Shamir Salads.
 
 As a result of the agreement, mutual claims made by parties in the arbitration proceeding will be cancelled without any order for expenses, and each party will waive its right to bring additional court proceedings or claims regarding this matter.  In addition, Shamir Salads will indemnify, without limitation as to date or amount, the Company and any officers of Shamir Salads who served on behalf of the Company, for any liability or expense arising from actions taken by such officers or in matters directly or indirectly related to Shamir Salads.
 
 F - 58
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 22 -     DISCONTINUED OPERATIONS (Cont):
 
 A.
Disposal of manufacturing operation (Cont):
  The disposals of Shamir Salads carried out the group’s entire manufacturing operating segment.
 
 B.
Analysis of profit for the year from discontinued operations
 
 The results of the discontinued operations (i.e. export and manufacturing operation) included in the Income statement are set out below.
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsProfit for the year from discontinued operations:Revenue


-



-



79,348



-Expenses


-



-



(78,920
)


-Income before tax










428Attributable Income tax expense


-



-



(135
)


--



-



293



-Profit for the sale of discontinued operations


-



-



5,690



-Attributable Income tax expense


-



-



(1,811
)


--



-



3,879



-Total Profit for the year from discontinued operations


-



-



4,172



-Profit  for the year from discontinued operations attributable to owners of the Company


-



-



3,962



-
 
 F - 59
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 23 -     SEGMENT INFORMATION
 
 A.
General
 
 The Group has adopted IFRS 8 Operating Segments with effect from January 1, 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.
 
 Since 2012, the Group's operating segment under IFRS 8 is only the import segment. The import segment earns its revenues from importing and marketing food products to retail chains, supermarkets and etc.
 
 Until the sale of the sub-subsidiary, Shamir Salads, in late 2011, the Company's reporting segment included also the production segment (segment which earned its revenues from production of food products to retail chains, supermarkets and etc.). As a result of the above sale, practically the production segment of the Company was sold and the chief operating decision maker no longer reviews the assets and performance of this segment.
 
 Accordingly, the only reportable segment is the import segment that is presented in the statement of profit or loss and that does not include revenues and expenses from the discontinued operation.
  B.
Revenues from the main customers of the Import segment
 
 The following is an analysis of the Group's customers who represent more than 10% of the total sales:
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsCustomer A


40,099



42,325



30,716



11,553Customer B


64,817



49,446



48,124



18,674
  C.
Revenues from the principal products of the Import segment
 
 Revenues from major groups of products that contributed 10% or more to the Group's total revenues in 2011-2013 are as follows:
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsCanned Vegetables and Pickles


60,783



58,076



56,543



17,512Dairy and Dairy Substitute Products


86,862



74,824



70,317



25,025Edible Oils


(*
)


28,324



27,200



(*
)
 
 (*)
Less than 10%.
 
 F - 60
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 24 -     RELATED PARTIES
 
 Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the group and other related parties are disclosed below:
 
 A.
Transactions with Related Parties
  Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 1


2 0 1 3NIS


NIS


NIS


US DollarsPurchases and sales of goods


316



272



27



91Participation in expenses with parent company


290



177



5



84Management fees


2,874



2,830



2,780



828Bonus


4,592



3,529



2,500



1,323Share-based payment


172



-



-



-Car expenses


433



424



438



125
 
 B.
Balances with Related Parties
 
 Year ended December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US DollarsDue to officers


(1,819
)


(3,740
)


(524
)Parent company


188



61



54
 
 C.
Management Service Agreements
 
 For information regarding Management Services Agreements with Mr. Zwi Williger, Chairman of the Board of Directors of the Company, and Mr. Joseph Williger, a director and President of the Company, through Williger Management Companies, see note 1, "Commitments and Contingent liabilities".
 
 D.
Equity Compensation
 
 On November 28, 2013, after receiving the approval of the remuneration committee and Board of the Company, the general meeting of the Company approved an employee option plan (in this paragraph, "November 2013 series") according to which the Company will allocate, pursuant to the provisions of section 102 to the Income Tax Ordinance under the earned income track, 30,000 unquoted options of the Company to its CEO to employees of the subsidiaries (in this paragraph, "the optionees"). One option is exercisable into one ordinary share of the Company of NIS 0.1 par value each.
 
 According to November 2013 series, the options were allocated to the optionees at no consideration. The exercise price of each share underlying the option is USD 6.5, subject to
  F - 61
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 NOTE 24 -     RELATED PARTIES (Cont):
 
 D.
Equity Compensation (Cont):
 
 various adjustments such as in instances of distribution of bonus shares, rights issue, distribution of dividend and etc.
 
 In addition the general meeting of the Company also approved a grant of 200,000 options to each of Messrs. Joseph and Zwi Williger at the same terms of November 2013 series.
 
 According to the plan, each optionees is entitled to exercise options, in consideration of the payment of the above exercise price, ratably in three equal portions as follows:
 
 (1)
One-third (1/3) - within 12 months of their allocation ("the record date") to 36 months after the record date.
 
 (2)
One-third (1/3) - within 24 months after the record date to 48 months after the record date.
 
 (3)
One-third (1/3) - within 36 months after the record date to 60 months after the record date.
 
 The optionees entitlement to exercise the options and to receive the underlying shares on the above entitlement dates is conditional upon being an employee of the relevant company on the relevant entitlement dates, all as stated in the plan.
 
 Any stock option that is not exercised by the last day of the portion expires.
 
 The effect on the Company's consolidated income as of the reporting date was approximately NIS 182 thousand.
  NOTE 25 -     GUARANTEES AND PLEDGES
 
 The Company has pledged all of its assets (including its outstanding share capital and goodwill of the Company) in favor of 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. The outstanding amount of such letters of credit as of December 31, 2013 was approximately NIS 13,983 thousand (USD 4,029 thousand).
 
 Secured liabilities of the Group:
  As of December 31,2 0 1 3


2 0 1 2


2 0 1 3NIS


NIS


US Dollars(in thousands)Bank letters of credit


13,983



13,880



4,029Bank overdraft


18



9,930



514,001



23,810



4,034
 
 F - 62
 G. WILLI-FOOD INTERNATIONAL LTD.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (NIS in thousands)
 
 NOTE 26 -     EVENTS AFTER THE REPORTING DATE
  On March 2, 2014, the controlling shareholders of the parent company, Messrs. Joseph Williger and Zvi Williger, informed that they and private companies under their control signed an agreement with Emblaze Ltd. ("Emblaze") in the context of which, subject to predetermined conditions, Emblaze is to purchase 7,722,297 Ordinary shares of the parent company of NIS 1 par value each, representing about 58.04% of the parent company's issued and outstanding share capital and about 58.62% of its voting rights (about 55.16% of the equity interests in the parent company and about 55.69% of the voting rights in the parent company on a fully diluted basis) in consideration of approximately NIS 268 million, reflecting approximately NIS 34.71 per parent company share. The agreement is subject to the receipt of the approval of the Anti-trust Commissioner.
  Israeli Anti-Trust Authority approval was received on March 26, 2014. Subsequent to this approval, Emblaze acquired shares with 44.99% of the voting rights in the parent company from the Sellers or companies controlled by the Sellers. On April 6, 2014, Emblaze published a special tender offer to shareholders, which expired on April 27, 2014. Although sufficient shares were tendered to enable Emblaze to acquire shares carrying 5% of the voting rights in the parent company, per Israel law the results will not be final until May 1, 2014.
  Assuming that all the shareholders of the parent company other than the Seller participate in the special tender offer in relation to their entire shareholdings, Emblaze expects to acquire up to 61.80% (though the actual number may be lower, depending on the breakdown of shareholder acceptances under the special tender offer) of the shares in the parent company for an aggregate consideration of approximately up to NIS 285.5 million (approximately USD 82.3 million). Completion is expected to occur on or about May 4, 2014, after which the Board Changes are expected to take place and changes in the officers of the Company may be considered by the Board.
 F - 63


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/ Gil HochboimGil HochboimChief Executive Officer




Date:  April 30, 2014




72




EXHIBITS




Exhibit

Number
Description†1.1
Memorandum of Association of the Company, as amended (*)1.2
Articles of Association of the Company, as amended on March 20, 2014 (*)2.1
Specimen of Certificate for ordinary shares (1)4.1
Share Option Plan (1)†4.2
Management Agreement between the Company and Yossi Willi Management Investments Ltd., dated June 1, 1998 (2)†4.3
Amendment to the Management Agreement between the Company and Yossi Willi Management Investments Ltd., dated August 1, 2005 (3)†4.4
Amendment to the Management Agreement between the Company and Yossi Willi Management Investments Ltd., dated October 23, 2011 (4)†4.5
Management Agreement between the Company and Zwi W. & Co. Ltd., dated June 1, 1998 (2)†4.6
Amendment to the Management Agreement between the Company and Zwi W. & Co., Ltd., dated August 1, 2005 (3)†4.7
Amendment to the Management Agreement between the Company and Zwi W. & Co., Ltd., dated October 23, 2011 (4)†4.8
Services Agreement between the Company and Willi-Food, dated April 1, 1997 (2)†4.9
Transfer Agreement between the Company and Gold Frost dated February 16, 2006 (3)†4.10
Lease agreement for Logistics Center between the Company and Gold Frost dated February 16, 2006 (3)4.11
Relationship Agreement between the Company, Gold Frost, Willi-Food, Zwi Williger and Joseph Williger dated February 28, 2006 (3)4.12
Placing Agreement between the Company, Gold Frost, certain officers of Gold Frost and Corporate Synergy dated March 2, 2006 (3)4.13
Lock In Agreement, between the Company, Gold Frost, Corporate Synergy and certain officers of Gold Frost, dated March 2, 2006 (3)4.14
Securities Purchase Agreement, dated as of October 25, 2006, among the Company and the investors identified on the signature pages thereto. (5)4.15
Registration Rights Agreement, dated as of October 25, 2006, among the Company and the investors signatory thereto. (5)4.16
Asset Purchase Agreement, dated as of January 19, 2007, by and among the Company, WF Kosher Food Distributors, Ltd., Laish Israeli Food Products Ltd. and Arie Steiner.(6)†4.17
Agreement, dated January 2, 2008, between the Company and Mr. Jacob Ginsberg, Mr. Amiram Guy and Shamir Salads (2006) Ltd.(7)†4.18
Sale Agreement, dated July 24, 2012, between the Company and Willi Food Investments Ltd. (8)4.19
2013 Option Plan (9)†4.20
Convertible Loan Agreement between the Company and C.D-B.A Holdings (Designated) (2013) Ltd., dated November 27, 2013 (*)†4.21
Warrant between the Company and Zwi Williger, dated January 21, 2014 (*)†4.22
Warrant between the Company and Joseph Williger, dated January 21, 2014 (*)8.1
Subsidiaries of the Company (*)  73
  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 (*)15.(a).1
Consent of Independent Registered Public Accounting Firm (*)
 
 
 †
English translations from Hebrew original.(1)
Incorporated by reference to the Company’s Registration Statement on Form F-1, File No. 333-6314.(2)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2001.(3)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005.(4)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011.(5)
Incorporated by reference to the Company’s Registration Statement on Form F-3, File No. 333-138200.(6)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.(7)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007.(8)
Incorporated by reference to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012.(9)
Incorporated by reference to the Company’s Form 6-K filed October 31, 2013.(*)
Filed Herewith