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MIRA INFORM REPORT

 

 

Report Date :            

22.04.2011

 

IDENTIFICATION DETAILS

 

Name :

G. WILLI-FOOD INTERNATIONAL LTD.

 

 

Formerly Known As :

G. WILLI - FOOD LTD

 

 

Registered Office :

4 Nahal Harif Street, Northern Industrial Zone

 

 

Country :

Israel

 

 

Financials (as on) :

31.12.2010

 

 

Date of Incorporation :

05.01.1994

 

 

Legal Form :

Public Limited Liability Company

 

 

Line of Business :

Importers, Distributors, Marketers and Exporters of food products

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

US$ 2,000,000.

Status :

Satisfactory

Payment Behaviour :

No Complaints

Litigation :

Clear

 


NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

ECGC Country Risk Classification List – December 31, 2010

 

Country Name

Previous Rating

                   (30.09.2010)                  

Current Rating

(31.12.2010)

Israel

a2

a2

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

Company name & address 

 

G. WILLI-FOOD INTERNATIONAL LTD.

Telephone        972 8 932 10 00

Fax                  972 8 932 10 01/3

P.O. Box 678 (81106)

4 Nahal Harif Street

Northern Industrial Zone

YAVNE-81222  ISRAEL

 

 

HISTORY & LEGAL FORMATION

 

Originally established as a private limited company, incorporated as per file No. 51-191441-8 on the 05.01.1994.

 

Originally registered under the name G. WILLI - FOOD LTD., which changed to the present one on 09.07.1996.

 

Converted into a public limited liability company and registered as such as per file No. 52-004320-9 on the 19.05.1997. In parallel published a prospectus offering shares to the public on the NASDAQ Stock Exchange, raising US$ 4.1 million for 33% of issued shares.

 

 

SHARE CAPITAL

 

Authorized share capital NIS 5,000,000.00, divided into: -

                   49,893,520 ordinary shares,

                   106,480 preferred shares, all of NIS 0.10 each

of which 13,573,679 ordinary shares issued and outstanding, amounting to
NIS 1,357,367.90.

 

 

SHAREHOLDERS

 

1.     WILLI-FOOD INVESTMENTS LTD., 52.8%, a public limited liability company, shares of which are traded on the Tel Aviv Stock Exchange, controlled by brothers Zwi Williger (37.3%) and Joseph Williger (21.1%),

2.     Shares are also traded on the Nasdaq Stock Exchange (NASDAQ-CM, symbol WILC).

 

 

DIRECTORS

 

1.    Zwi Williger, Chairman,

2.    Joseph Williger, CEO,

3.    Ariel Herzfeld,

4.    Ms. Etti Cohen,

 

BUSINESS

 

Importers, distributors, marketers and exporters of food products (canned vegetables and pickles, canned fish & tuna, canned fruits, snacks, soups, pasta, edible oils, bakeries, dried fruits & nuts, coffee, sauces, salads, dairy and dairy substitute products, ice cream, etc.), mostly under the brand name "Willi Food".

 

Imported products (some 700 products) acquired from some 150 suppliers worldwide. Part of goods is imported via subsidiaries GOLD FROST and WDF.

 

Also manufacturers and marketers of fresh salads via 51% subsidiary SHAMIR SALADS.

 

Sales are to large supermarket chains and to private supermarket chains, mini-markets, wholesalers, manufacturers, institutional consumers and customers in the Palestinian Authority (in all some 2,000 clients).

 

Sole local representatives of (among others):

·         ARLA, LURPAK, both of Denmark.

·         ZANETTI, GELATO, both of Italy,

·         BREDA, COMPLETA, both of Holland,

·         NOBLEZA GAUCHA, of Argentine.

 

Operating from owned premises (headquarters, logistic center), on an area of 19,000 sq. meters, of which 8,600 sq. meters built, in 4 Nahal Harif Street, Northern Industrial Zone, Yavne.

 

Having 91 employees in subject, and 227 employees serving the WILLI-FOOD Group, as of 31.12.2010 (had 89 and 242 employees respectively in 31.12.2009).

 

 

MEANS

 

Current market value is US$ 99.9 million.

 

In October 2006 subject closed US$10 million through private placement of shares of its ordinary shares and warrants to institutional investors.

In March 2010 subject completed a public offering of shares in the NASDAQ, for the sum of US$ 20 million.

 

Up to December 2010 Group invested NIS 42.4 million in its logistic center in Yavne (subject's premises).

 

There are 6 charges registered for unlimited amounts registered on the company's assets, in favor Bank Hapoalim Ltd., Mizrahi Tefahot Bank Ltd. and Bank Leumi Le’Israel Ltd.

 


Consolidated B/S shows:

                                                                                         NIS (thousands)

                                                                               30.12.2009               31.12.2010

ASSETS

Current assets

     Cash and cash equivalents                                            87,104                   113,631

     Financial assets                                                            11,356                     67,890

     Trade receivables                                                          77,752                     85,902

     Other assets                                                                   1,990                      2,307

     Inventory                                                                      44,810                     37,614

                                                                                       223,012                   307,344

Non-current assets

     Fixed assets (net)                                                         49,578                     50,838

     Goodwill and intangible asset (net)                                  6,610                      6,003

     Other non-current assets                                                 3,519                      3,099

                                                                                        59,707                     59,940

                                                                                       282,719                   367,284

                                                                                    =======                =======

 

LIABILITIES

Current liabilities                                                                74,653                     58,300

Non-current liabilities                                                           1,586                      2,112

Equity                                                                             206,480                   306,872

                                                                                       282,719                   367,284

                                                                                    =======                =======

 

 

 

ANNUAL SALES

                                                                    Consolidated Statement of Income

                                                                                    Year ended 31.12

                                                                                      NIS (thousands)

                                                                        2008                   2009                2010

Sales                                                              289,068              303,460            348,358

 

Gross profit                                                      60,229                83,981            100,786

 

Operating income                                                9,720                33,172              33,568

 

Pre-tax income                                                    4,880                34,643              37,810

 

Net income                                                            267                31,528              30,157

                                                                    =======            =======          =======

 

 

 


OTHER COMPANIES

 

W.D.F. (IMPORT, MARKETING & TRADING) LTD., 100%,

GOLD FROST LTD., 100%, distributors of branded kosher dairy food products,

SHAMIR SALADS 2006 LTD., 51%, manufactures and marketers of cold salads.

 

WILLIFOOD INVESTMENTS LTD., parent company, incorporated in 1992, a public holding company to the WILLI FOOD Group, current market value US$ 75.9 million, fully owns:

TZUKTAL INVESTMENTS LTD., a financial investment company (mainly in WILLI FOOD's bonds).

 

 

BANKERS

 

·         Bank Leumi Le’Israel Ltd., Allenby Business Branch (No. 802), Tel Aviv.

 

Also working with:

·         Bank Hapoalim Ltd., Business Central Branch (No. 600), Tel Aviv.

·         Mizrahi Tefahot Bank Ltd., Givatayim Branch (No. 455), Givatayim.

·         Israel Discount Bank Ltd., Yavne Branch (No. 175), Yavne.

 

 

CHARACTER AND REPUTATION

 

There are 3 legal procedures against subject (one by a contractor who built the new logistics center, and 2 motions for class action lawsuits), none seem significant at this stage and relative small sums (class action motions still have to be approved by Court).

Apart from that, nothing unfavorable learned.

 

Another legal matter: In November 2007 subject intended to purchase 51% of SHAMIR SALADS (2006) LTD., and deal was to be finalized after authority approval in the 1st quarter of 2008. In May 2009, subject received from the sellers of SHAMIR a notice cancelling the acquisition agreement of SHAMIR. Lawsuits and counter lawsuits were filed by the parties. Matter is currently pending in Court and arbitration. Subject sees itself holding 51% of SHAMIR SALADS and believes its chances to win the case are higher than losing it. 

 

Subject is one of the largest foodstuffs importers in the market. WILLI FOOD Group is veteran, whose activities in the food branch started by the Williger family in the late 1960s.

 

In June 2007 businessman Arkadi Gaydamak gained control of WILLIFOOD INVESTMENTS LTD. after acquiring 44.3% for the sum of NIS 170 million. In September 2008 Mr. Gaydamak took a loan from WILLIFOOD INVESTMENTS's former controlling shareholders, the Williger Bros. of NIS 76 million, giving WILLIFOOD INVESTMENTS's shares as collateral. In September 2008, failing to meet certain obligations for the loan, Williger Bros. re-gained possession of these shares and the control of WILLIFOOD INVESTMENTS LTD.

 

In 2001, subject acquired all the shares of GOLD FROST LTD. for US$ 80,000.

 

GOLD FROST, incorporated in 1977 in Israel, is engaged in designing, developing and distributing frozen and chilled food products.

 

In March 2006, GOLD FROST completed an initial issuance to the public on the London AIM market which yielded gross proceeds of US$ 9.6 million. Following this issuance, subject held some 76% of GOLD FROST's share capital. During November 2007- January 2008, subject purchased 14.3% of GOLD FROST's share, reaching 90%. In May 2008 GOLD FROST shares were de-listed from trade. By June 2009 completed tender offer for the shares held by the public.

 

In January 2002 subject received the concession of Danish butter “Lurpak” (by the ARKA FOODS concern).

 

In January 2007 subject established WF Kosher Food Distributors after acquiring all activities of LAISH ISRAEL FOOD PRODUCTS, of USA for US$ 3.5 million. LAISH marketed Kosher food products in the USA.

In July 2008 subject ceased all WF's activities.

 

In February 2007 subject established with the Baron Family Y.l.W. BARON ITERNATIONAL TRADING LTD. to distribute Israeli Kosher products. A dispute arose between the 2 sides and in September 2009 subject sold all its holdings in BARON to the Baron Family.

 

In July 2009 subject's subsidiary GOLDFROST sold its holding in the Danish company for US$ 400,000.

 

In March 2010 it was reported that the Group offered to acquire 35% of AROMA ISRAEL, an Israeli café chain, for NIS 87 million.

 

In September 2010 it was reported Group is intending to acquire a manufacturing facility in New Jersey, USA, to increase shelve period of products in the USA.

Group is aiming for the Kosher food market in the USA, which is estimated at US$ 13 billion.

 

The local market for current consumption of consumer products grew in 2010 in money terms by 3.7% from 2009, while in the food & beverage market 3.9% growth was noted (summing up to NIS 33.3 billion). These numbers reflect the improvement in the local economy after the slow-down in 2009.

 

According to the Industrialists' Association, 2008 sales by the local food industries reached NIS 56 billion, of which NIS 53 billion were to the local market, the rest for export. In real terms, sales fell by 1.5% from 2007. Some NIS 43 billion of sales came from sales of food products. Local food industries marked a decrease in 2009 due to the slow-down in local economy and global economic crisis, although decrease was relatively mild, mainly as the economic climate ameliorated in the 2nd half of 2009.

 

In 2010, sales for exports by the food & beverages industries rose by 9.8% (reaching US$ 791.7 million). This marks a recovery trend after the export rate fell in 2009 by 11% from 2008.

 

Import of food and beverages to Israel in 2009 decreased by 9.4% comparing to 2008, but recovered and rose by 11.8% in 2010, reaching US$ 1,921.7 million.

 

Imports of raw food products to Israel in 2010 summed up to US$ 1,666 million, 22.5% increase from 2009, after in that year there was a 20% decrease from 2008, reflecting the slow-down trend in the local economy. Over 50% of import is from the EU.

 

According to the CBS, the total household expenditure for private consumption in 2010 on food, beverage and cigarettes rose 4.5% from 2009, reflecting an improvement comparing to 2009, part of the recovery trend in the loacl market after the general slow-down in economy earlier last year.

 

 

SUMMARY

 

Good for trade engagements.

Maximum unsecured credit recommended US$ 2,000,000.


 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.33

UK Pound

1

Rs.72.92

Euro

1

Rs.64.69

 

 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                  Payment record (10%)

Credit history (10%)                   Market trend (10%)                                Operational size (10%)

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.