Company Announcements
B.S.D. CROWN LTD - Willi-Food Investments Ltd. Q3 Unaudited Reports
Related Companies
PR Newswire
London, November 13
B.S.D Crown Ltd (LSE:BSD)
("BSD" or "the Company")
Willi-Food Investments Ltd. Q3 Unaudited Reports
Tel Aviv, Israel, 13 November, 2014
Willi-Food Investments Ltd. Q3 Unaudited Reports
The Company announces that Willi-Food Investments Ltd. (TASE: WLFD) published
its unaudited condensed consolidated financial statements as of September 30,
2014 today, 13 November, 2014. These results can be accessed (in Hebrew) on the
TASE website (www.tase.co.il) through ticker code WLFD and an English
translation is copied below in full.
The Company owns shares representing approximately 62.21 per cent. of
Willi-Food Investments Ltd.'s fully diluted issued share capital.
Further information about the Company
For more information about the Company, visit www.bsd-c.com.
Enquiries:
Eyal Merdler, CFO: eyal.merdler@bsd-c.com
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2014
UNAUDITED
INDEX
Page
Auditors' Review Report 2
Condensed Consolidated Financial Statements: (Unaudited)
Condensed Consolidated Statements of Financial Position 3 - 4
Condensed Consolidated Statements of Operations 5 - 6
Condensed Consolidated Statements of Comprehensive Income 7
Condensed Consolidated Statements of Changes in Equity 8 - 12
Condensed Consolidated Statements of Cash Flows 13-14
Notes to Condensed Consolidated Financial Statements 15 - 21
Auditors' Review Report to the Shareholders of
Willi-Food Investments Ltd.
Introduction
We have reviewed the accompanying financial information of Willi-Food
Investments Ltd, the Company and subsidiaries (hereafter: "the Group") which
includes the condensed consolidated statement of financial position as of
September 30, 2014 and the condensed consolidated statements of operations,
comprehensive income, changes in equity and cash flows for the periods of nine
months and three months then ended. The Board of Directors and management are
responsible for the preparation and presentation of this interim financial
information in accordance with IAS 34 "Financial Reporting for Interim
Periods", and they are also responsible for the preparation of this interim
financial information in accordance with Chapter D of the Securities
Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to
express a conclusion on this interim financial information based on our review.
Scope of Review
We conducted our review in accordance with Review Standard 1 of the Institute
of Certified Public Accountants in Israel "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity". A review of
interim financial information consists of making inquiries, primarily of
persons responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially less in scope
than an audit conducted in accordance with auditing standards generally
accepted in Israel and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the abovementioned financial information is not prepared, in all
material respects, in accordance with IAS 34.
In addition to what is stated to the preceding paragraph, based on our review,
nothing has come to our attention that causes us to believe that the
abovementioned financial information does not comply, in all material respects,
with the disclosure requirements of Chapter D of the Securities Regulations
(Periodic and Immediate Reports), 1970.
Brightman Almagor Zohar & Co.
Certified Public Accountants
Tel Aviv, Israel, November 13, 2014
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
September 30, December 31,
2 0 1 4 2 0 1 3 2 0 1 3
NIS in thousands
Unaudited Audited
ASSETS
Current assets
Cash and cash equivalents 71,122 54,892 45,895
Financial assets at fair value through operations 229,081 239,658 176,976
Trade receivables 93,607 80,371 82,963
Other current assets 2,894 3,519 3,582
Investment in a fund designated at fair value
through operations 15,159 6,692 9,349
Inventories 44,570 47,652 54,036
Current tax assets 748 - -
Loan designated at fair value through operations - - 65,300
Total current assets 457,181 432,784 438,101
Non current assets
Fixed assets
Cost 72,379 66,197 67,323
Less -accumulated depreciation 27,817 24,106 25,811
44,562 42,091 41,512
Long term receivables
Other receivables and long-term prepaid expenses 34 281 51
Goodwill 1,223 1,223 1,223
Total non-current assets 45,819 43,595 42,786
Total assets 503,000 476,379 480,887
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
September 30, December 31,
2 0 1 4 2 0 1 3 2 0 1 3
NIS in thousands
Unaudited Audited
LIABILITIES AND EQUITY
Current liabilities
Bank credit 479 234 254
Current maturities of debentures 12,819 12,819 12,819
Trade payables 18,273 21,907 20,353
Other current liabilities 5,818 6,943 5,332
Current tax liability - 592 440
Liability for employee benefits 1,962 1,771 1,879
Total current liabilities 39,351 44,266 41,077
Non-current liabilities:
Obligations with respect to employee benefits 501 568 644
Debentures 12,766 25,446 12,681
Deferred tax liabilities 1,685 1,276 926
Total non-current liabilities 14,952 27,290 14,251
Equity
Share capital 14,894 14,204 14,894
Share premium 131,512 114,112 131,512
Payments on account of options 1,585 - 1,585
Capital reserve from transactions with rights not
providing control 7,150 7,150 7,150
Capital reserve from translation differences - 402 424
Capital reserve from remeasurement of net defined
benefit obligation 81 9 -
Retained earnings 135,783 123,325 121,572
Cost of Company's shares held by subsidiary (2,121) (2,121) (2,121)
Total attributable to Company shareholders 288,884 257,081 275,016
Rights not providing control 159,813 147,742 150,543
Total equity 448,697 404,823 425,559
Total liabilities and equity 503,000 476,379 480,887
November 13, 2014
Date of approval of the Yosef Williger Gil Hochboim Itai
financial statements Chairman of the Loewenstein
Board Chief
Executive ChiefFinancial
Officer Officer
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended
Nine month period ended Three month period ended December
September 30 September 30 31
2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3
(Unaudited) (Unaudited) (Audited)
NIS
NIS thousands NIS thousands thousands
Revenues from
sales 253,754 254,482 79,228 79,132 336,726
Cost of sales 191,860 190,197 59,417 58,179 252,825
Gross profit 61,894 64,285 19,811 20,953 83,901
Selling and
marketing
expenses 30,499 25,578 9,981 8,962 35,373
General and
administrative
expenses 15,482 14,497 5,472 4,846 19,927
Other income,
net (147) (34) - - (54)
45,834 40,041 15,453 13,808 55,246
Operating
income 16,060 24,244 4,358 7,145 28,655
Financing
income 13,549 29,595 3,952 11,504 38,825
Financing
expenses 1,161 2,626 (103) 465 3,318
Financing
income
(expenses), net 12,388 26,969 4,055 11,039 35,507
Income before
taxes on income 28,448 51,213 8,413 18,184 64,162
Taxes on income 6,851 8,106 1,953 2,876 10,017
Net income for
the period 21,597 43,107 6,460 15,308 54,145
Attributed to:
Rights not
providing
control 7,386 9,768 2,297 3,387 12,559
Company
shareholders 14,211 33,339 4,163 11,921 41,586
Net income for
the period 21,597 43,107 6,460 15,308 54,145
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine month period ended Three month period ended Year ended
September 30 September 30 December 31
2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3
(Unaudited) (Unaudited) (Audited)
NIS
NIS thousands NIS thousands thousands
Earnings per share attributed
to Company shareholders
Basic earnings per share 1.08 2.68 0.32 0.96 3.32
Diluted earnings per share 1.08 2.68 0.32 0.96 3.32
Quantity of shares serving to
calculate:
Basic earnings per share 13,173,708 12,458,989 13,173,708 12,482,675 12,527,720
Diluted earnings per share 13,177,042 12,467,311 13,177,042 12,484,365 12,535,833
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year
Nine month Three month ended
period ended period ended December
September 30 September 30 31
2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3
(Unaudited) (Unaudited) (Audited)
NIS
NIS thousands NIS thousands thousands
Net income for the period 21,597 43,107 6,460 15,308 54,145
Other comprehensive income:
Capital reserve from translation
differences that may be (were)
subsequently classified to profit
or loss (202) 108 (75) 42 144
Capital reserve from remeasurement
of net defined benefit obligation 140 13 173 2
Other comprehensive income (loss)
for the period (62) 121 98 44 144
Total comprehensive income for the
period 21,535 43,228 6,558 15,352 54,289
Total comprehensive income for the
period attributed to:
Company shareholders 13,868 33,411 4,262 11,948 41,671
Rights not providing control 7,667 9,817 2,296 3,404 12,618
21,535 43,228 6,558 15,352 54,289
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Nine months ended September 30, 2014 (unaudited)
Capital
reserve
Capital reserve from
Payments from Capital measurement
on transactions reserve of net
Share account with rights not from defined
Share of providing translation benefit Retained
capital premium options control differences obligation earnings
NIS in
thousands
Balance as of
January 1,
2014 14,894 131,512 1,585 7,150 424 - 121,572
Movement in
the reporting
period
(unaudited):
Net income - - 14,211
for the
period - - - -
Remeasurement
of net
defined
benefit
obligation - - - - - 81 -
Capital
reserve from
translation
differences - - - - (424) - -
Total
comprehensive
income for (424) 81 14,211
the period - - - -
Benefit
relating to
allotment of
options to
employees - - - - - - -
Balance as of
September 30,
2014 14,894 131,512 1,585 7,150 - 81 135,783
Cost of Company's Total attributed Rights not
shares held by to Company providing
subsidiary shareholders control Total
Balance as of January
1, 2014 (2,121) 275,016 150,543 425,559
Movement in the
reporting period
(unaudited):
Net income for the - 14,211 7,386 21,597
period
Remeasurement of net
defined benefit
obligation - 81 59 140
Capital reserve from
translation
differences - (424) 222 (202)
Total comprehensive
income for the period - 13,868 7,667 21,535
Benefit relating to
allotment of options
to employees - - 1,603 1,603
Balance as of
September 30, 2014 (2,121) 288,884 159,813 448,697
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Nine months ended September 30, 2013 (unaudited)
Capital
reserve
from
measurement
Capital reserve Capital of net
Share from transactions reserve from defined
Share with rights not translation benefit Retained
capital premium providing control differences obligation earnings
NIS in thousands
Balance as of
January 1, 2013 14,146 113,585 7,294 339 - 96,890
Movement in the
reporting period
(unaudited):
Net income for the
period - - - - - 33,339
Capital reserve
from translation
differences - - - 63 - -
Remeasurement of
net defined benefit
obligation - - - - 9 -
Total comprehensive
income for the
period - - - 63 9 33,339
Purchase of shares
from rights not
providing control
of subsidiary - - (144) - - -
Exercise of options
into shares 58 522 - - - -
Dividends paid by
the Company - - - - - (6,904)
Benefit relating to
allotment of
options to
employees - 5 - - - -
Balance as of
September 30, 2013 14,204 114,112 7,150 402 9 123,325
Cost of Total Rights
Company's attributed not
shares held to Company providing
by subsidiary shareholders control Total
NIS in thousands
Balance as of
January 1, 2013 (2,121) 230,133 138,653 368,786
Movement in the
reporting period
(unaudited):
Net income for the
period - 33,339 9,768 43,107
Capital reserve from
translation
differences - 63 45 108
Remeasurement of net
defined benefit
obligation - 9 4 13
Total comprehensive
income for the
period - 33,411 9,817 43,228
Purchase of shares
from rights not
providing control of
subsidiary - (144) (732) (876)
Exercise of options
into shares - 580 - 580
Dividends paid by
the Company - (6,904) - (6,904)
Benefit relating to
allotment of options
to employees - 5 4 9
Balance as of
September 30, 2013 (2,121) 257,081 147,742 404,823
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Capital
reserve
from
Payments measurement
on Capital reserve of net
Share account from transactions defined
Share of with rights not benefit Retained
capital premium options providing control obligation earnings
Balance as of
July 1, 2014 14,894 131,512 1,585 7,150 (18) 131,620
Movement in
the reporting
period
(unaudited):
Net income for - - - - - 4,163
the period
Remeasurement
of net defined
benefit
obligation - - - - 99 -
Capital
reserve from
translation
differences - - - - - -
Total - - - - 99 4,163
comprehensive
income for the
period
Benefit
relating to
allotment of
options to
employees - - - - - -
Balance as of
September 30,
2014 14,894 131,512 1,585 7,150 81 135,783
Cost of
Company's Total Rights
shares held attributed not
by to Company providing
subsidiary shareholders control Total
Balance as of
July 1, 2014 (2,121) 284,622 156,859 441,481
Movement in
the reporting
period
(unaudited):
Net income for - 4,163 2,297 6,460
the period
Remeasurement
of net defined
benefit
obligation - 99 74 173
Capital
reserve from
translation
differences - - (75) (75)
Total - 4,262 2,296 6,558
comprehensive
income for the
period
Benefit
relating to
allotment of
options to
employees - - 658 658
Balance as of
September 30,
2014 (2,121) 288,884 159,813 448,697
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Three months ended September 30, 2013 (unaudited)
Capital
reserve
from
measurement
Capital reserve Capital of net
Share from transactions reserve from defined
Share with rights not translation benefit Retained
capital premium providing control differences obligation earnings
NIS in thousands
Balance as of July
1, 2013 14,201 114,081 7,150 377 7 111,404
Movement in the
reporting period
(unaudited):
Net income for the
period - - - - - 11,921
Capital reserve
from translation
differences - - - 25 - -
Remeasurement of
net defined benefit
obligation - - - - 2 -
Total comprehensive
income for the
period - - - 25 2 11,921
Purchase of shares
from rights not
providing control
of subsidiary - - - - - -
Exercise of options
into shares 3 29 - - - -
Dividends paid by
the Company - - - - - -
Benefit relating to
allotment of
options to
employees - 2 - - - -
Balance as of
September 30, 2013 14,204 114,112 7,150 402 9 123,325
Cost of Total Rights
Company's attributed not
shares held to Company providing
by subsidiary shareholders control Total
NIS in thousands
Balance as of July
1, 2013 (2,121) 245,099 144,334 389,433
Movement in the
reporting period
(unaudited):
Net income for the
period - 11,921 3,387 15,308
Capital reserve from
translation
differences - 25 17 42
Remeasurement of net
defined benefit
obligation - 2 - 2
Total comprehensive
income for the
period - 11,948 3,404 15,352
Purchase of shares
from rights not
providing control of
subsidiary - - - -
Exercise of options
into shares - 32 - 32
Dividends paid by
the Company - - - -
Benefit relating to
allotment of options
to employees - 2 4 6
Balance as of
September 30, 2013 (2,121) 257,081 147,742 404,823
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Year ended December 31, 2013
Payments Capital
Capital reserve on reserve
Share Additional from transactions account from
paid in with rights not of translation Retained
capital capital providing control options differences earnings
NIS in thousands
Balance as of January 1,
2013 14,146 113,585 7,294 - 339 96,890
Movement in the
reporting year:
Net income for the year - - - - - 41,586
Capital reserve from
translation differences - - - - 85 -
Total comprehensive
income for the year - - - - 85 41,586
Purchase of shares from
rights not providing
control of subsidiary - - (144) - - -
Issue of shares in the
Company's private
placement (less issuance
expenses of NIS 400
thousand) 690 17,400 - - - -
Issuance of options - - - 1,585 - -
Exercise of options into
shares 58 522 - - - -
Benefit relating to
allotment of options to
employees - 5 - - - -
Dividends paid - - - - - (16,904)
Balance as of December
31, 2013 14,894 131,512 7,150 1,585 424 121,572
Cost of
Company's Total Rights
shares attributed not
held by to Company providing
subsidiary shareholders control Total
NIS in thousands
Balance as of January
1, 2013 (2,121) 230,133 138,653 368,786
Movement in the
reporting year:
Net income for the year - 41,586 12,559 54,145
Capital reserve from
translation differences - 85 59 144
Total comprehensive
income for the year - 41,671 12,618 54,289
Purchase of shares from
rights not providing
control of subsidiary - (144) (732) (876)
Issue of shares in the
Company's private
placement (less
issuance expenses of
NIS 400 thousand) - 18,090 - 18,090
Issuance of options - 1,585 - 1,585
Exercise of options
into shares - 580 - 580
Benefit relating to
allotment of options to
employees - 5 4 9
Dividends paid - (16,904) - (16,904)
Balance as of December
31, 2013 (2,121) 275,016 150,543 425,559
The accompanying notes are an integral part of the condensed consolidated
financial statements.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended
Nine month period Three month period December
ended September 30 ended September 30 31
2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3
(Unaudited) (Unaudited) (Audited)
NIS
NIS thousands NIS thousands thousands
Cash flows from operating
activities:
Income from continuing operations
Net income for the period 21,597 43,107 6,460 15,308 54,145
Adjustments necessary to present
cash flows from operating
activities (Appendix A) (8,171) (32,334) 2,226 (10,788) (50,544)
Net cash from operating activities 13,426 10,773 8,686 4,520 3,601
Cash flows from (to) investing
activities
Purchase of fixed assets (6,587) (5,705) (2,581) (145) (6,080)
Investment in other long-term
receivables - (445) - - (445)
Proceeds from sale of fixed assets 973 29 - - 29
Sale (purchase) of financial
assets at fair value through
operations, net (43,304) 35,096 (11,717) (37,463) 103,836
Investment in (redemption of) loan
designated at fair value through (65,000)
operations 65,400 - - -
Investment in fund designated at
fair value through operations (4,906) (5,000) 26 - (6,865)
Net cash from (to) investing
activities 11,576 23,975 (14,272) (37,608) 25,475
Cash flows to financing
activities:
Bank overdraft, net 225 (9,955) 239 8 (9,935)
Redemption of debentures and
convertible debentures - - - - (13,020)
Repayment of on-call loans - (23,230) - - (23,230)
Dividends paid - (6,904) - - (16,904)
Purchase of shares from rights not
providing control of subsidiary - (878) - - (878)
Proceeds from private placement of
shares and options - - - - 19,675
Proceeds from exercise of
Company's options - 580 - 29 580
Net cash from (to) financing
activities 225 (40,387) 239 37 (43,712)
Increase (decrease) in cash and
cash equivalents 25,227 (5,639) (5,347) (33,051) (14,636)
Cash and cash
equivalents-beginning of period 45,895 60,531 76,469 87,943 60,531
Cash and cash equivalents- end of
period 71,122 54,892 71,122 54,892 45,895
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
WILLI-FOOD INVESTMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Year
Nine month period Three month ended
ended September period ended December
30 September 30 31
2 0 1 4 2 0 1 3 2 0 1 4 2 0 1 3 2 0 1 3
(Unaudited) (Unaudited) (Audited)
NIS
NIS thousands NIS thousands thousands
Appendix A -Adjustments necessary
to present cash flows from
operating activities
Income and expenses not involving
cash flows:
Depreciation and amortization 2,752 3,364 932 1,157 4,541
Revaluation of debentures 85 100 40 12 355
Financing income from capital
reserve from translation
differences classified to
operations (424) - - - -
Revaluation of loan designated at
fair value through operations (100) - - - (300)
Capital gain from sale of fixed
assets (188) (29) - - (29)
Increase (decrease) in deferred
taxes, net 759 1,296 496 993 946
Increase (decrease) in value of
financial assets at fair value
through operations (8,801) (26,337) (2,238) (10,585) (32,395)
Expenses relating to employees'
options 1,422 - 477 - -
Increase in value of investment
in fund designated at fair value
through operations (904) (615) (5) (396) (1,407)
(5,399) (22,221) (298) (8,819) (28,289)
Changes in asset and liability
items
Decrease (increase) in
inventories 9,466 1,679 (5,659) (3,775) (4,705)
Decrease (increase) in trade
receivables (10,644) (8,997) 2,533 2,279 (11,589)
Decrease (increase)in other
current assets 688 3,433 3,235 (174) 3,406
Decrease (increase) in long-term
receivables 17 5 18 (13) 12
Increase (decrease) in trade
payables (2,080) (5,537) 3,266 38 (7,091)
Decrease in other current
liabilities (219) (696) (869) (324) (2,288)
(2,772) (10,113) 2,524 (1,969) (22,255)
(8,171) (32,334) 2,226 (10,788) (50,544)
Additional information:
Interest payments 761 1,403 227 420 1,840
Tax payments 6,936 7,599 2,269 3,133 8,731
The accompanying notes to the condensed consolidated financial statements are
an integral part of them.
NOTE 1:- GENERAL
A. Willi-Food Investments Ltd. (hereafter-"the Company") was incorporated
in Israel. Its offices are located at the northern industrial zone of Yavne,
Israel and it is mainly engaged in the import, marketing and distribution of
food products through a subsidiary, G. Willi-Food International Ltd. (hereafter
-"Willi-Food").
The Company's securities are listed for trading on the TASE.
B. These financial statements should be read in conjunction with the
Company's annual financial statements as of December 31, 2013 and for the year
then ended and accompanying notes.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
A. Basis of preparation of the financial statements:
The condensed consolidated financial statements (hereafter-"interim financial
statements") of the Group have been prepared in accordance with IAS 34,
"Financial Reporting for Interim Periods".
In the preparation of these interim financial statements, the Group implemented
accounting policies, presentation principles and computation methods that are
consistent with those followed in the preparation of the financial statements
as of December 31, 2013 and for the year then ended, except for changes in
accounting policies resulting from the application of new standards, amendments
to standards and interpretations that became effective as of the date of the
financial statements, as detailed in Note 3 below.
B. The condensed consolidated financial statements have been prepared in
accordance with Chapter D of the Securities Regulations (Periodic and Immediate
Reports), 1970.
C. Taxes on income in the interim financial statements:
Income tax expenses (income) for the periods presented include the amount of
current taxes as well as the amount of the change in deferred tax balances,
except where deferred taxes arise from transactions that are recognized
directly in equity and business combination transactions.
Current tax expenses (income) for interim periods are accrued using the average
annual effective income tax rate. For purposes of the computation of the
effective income tax rate, tax losses for which no deferred tax assets have
been recognized and which are expected to reduce the tax liability in the
reporting year, have been deducted.
D. Exchange rates and linkage basis:
(1) Balances in or linked to foreign currency are included in the
financial statements at the representative exchange rates published by the Bank
of Israel in effect at the end of the reporting period.
(2) Balances linked to the CPI are presented according to the last known
CPI at the end of the reporting period or according to the actual CPI for the
last month of the reporting period, according to the terms of the transaction.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
D. Exchange rates and linkage basis:
(3) Below are data on the exchange rate of the dollar and the CPI:
Representative exchange rate Israeli CPI *)
of dollar Known Actual
NIS 1 per $ 1 Points
Date of financial statements:
September 30, 2014 3.70 113.85 114.18
September 30, 2013 3.54 114.18 114.18
December 31, 2013 3.47 114.07 114.18
Rates of change: % % %
Nine month period ended:
September 30, 2014 6.63 (0.19) 0.00
September 30, 2013 (5.09) 2.00 1.81
Three month period ended:
September 30, 2014 7.56 (0.29) 0.29
September 30, 2013 (2.21) 0.48 1.29
Year ended December 31,
2013 (6.97) 1.90 1.81
(*) CPI on the basis of the average index for 2008.
NOTE 3:- NEW FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS ISSUED
Amendment to IAS 32, "Financial Instruments: Presentation" (offsetting
financial assets and financial liabilities):
The Amendment determines that in order to meet the condition for offsetting a
financial asset and financial liability, the right of offset 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 credit default. Also,
the net settlement condition may occur even if the settlement actually is made
on a gross basis, but in a manner not leaving significant credit or liquidity
risk, when 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.
IAS 36, "Impairment of Assets":
The Amendment clarifies the effectiveness and extent of disclosing assets
(including goodwill) or cash generating units as to which an impairment loss
has been recognized (or cancelled) and it also determines that the disclosure
requirements applicable when the recoverable amount of these assets or cash
generating units is determined on the basis of fair value will be substantially
similar to the disclosure requirements for fair value measurements under IFRS
13, "Fair Value Measurement".
The Amendment applies retrospectively for annual reporting periods beginning on
January 1, 2014.
NOTE 3:- NEW FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS ISSUED
(Cont.)
IFRS 15 "Revenues with Respect to Contracts with Customers"
The new standard determines a comprehensive and uniform mechanism for arranging
the accounting treatment of revenues derived from contracts with customers. The
standard revokes IAS 18 "Revenues" and IAS 11 "Construction Contracts" and
related interpretations. The core principle of the standard is that the
recognition of revenue should reflect the transfer of the merchandise or the
services to customers in an amount representative of the economic benefits
expected to be received by the entity in consideration for them. For this
purpose, the standard stipulates that the recognition of revenue will take
place when the entity transfers the merchandise and/or the services itemized in
the contract to the customer in a manner that the customer achieves control
over that merchandise or services.
The standard determines a model for implementing this principle consisting of
five stages:
1. Identification of the contract (or contracts) with the customer.
2. Identification of the performance obligation in the contact.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligation.
5. Recognition of revenue when the entity completes the performance
obligation.
Implementation of the model is conditional upon the specific facts and
circumstances of the contact and, at times, necessitates the introduction of
broad judgment. In addition, the standard stipulates extensive disclosure
requirements with respect to the contracts with customers, material estimates,
which served at the time of implementation of the provisions of the standard,
as well as changes to them, in order to allow the users of the financial
statements to understand the substance, the quantity, the timing and the
reliability of the revenues and of the cash flows derived from the contracts
with the customers.
The standard will become binding compulsorily for annual reporting periods
commencing on January 1, 2017 or thereafter. Early adoption is permitted. In
general, the standard will be implemented retroactively, but entities will be
permitted to elect certain adjustments in the framework of the transitional
provisions of the standard for purposes of applying it to previous reporting
periods.
At this early stage, the management of the Company is unable to estimate the
effect of implementation of the standard on its financial position and
operating results. The Company's management will examine the effect of applying
the provisions of the standard on the contracts with its customers and will
evaluate whether these provisions will have a material effect on the timing and
manner of recognition of revenue from these contracts that could affect the
Company's financial statements.
Amendment to IFRS 2 "Share Based Payment" (Regarding Definition of Vesting
Conditions)
The amendment stipulates that "vesting conditions" are vesting conditions which
require that the counterparty complete a defined service period (indirectly or
directly) and, in addition, defined performance goals are to be met during that
same service period. Moreover, the amendment defines "service conditions" as
vesting conditions requiring that the counterparty complete a defined service
period. It was also stipulated that if, for any reason, the counterparty ceases
to supply the service during the vesting period, the counterparty will be
considered as having failed to comply with the service conditions.
The amendment is being implemented in a prospective manner with respect to
programs granted subsequent to July 1, 2014.
NOTE 3:- NEW FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS ISSUED
(Cont.)
Amendment to IAS 19 "Employees' Benefits" (Regarding the Capitalization Rate)
The amendment makes it clear that high quality corporate debentures serving for
the calculation of the capitalization rate of post-retirement benefits will be
denominated in the same currency in which those benefits will be paid, so that,
in practice, as a result of the amendment, an examination of the depth of the
market of the high quality corporate debentures will be determined at the level
of the currency. The amendment will be implemented for annual periods
commencing on January 1, 2016 or thereafter. It is required that the amendment
be implemented from the beginning of the earliest comparative period presented
in the financial statements in which the amendment is initially implemented.
Adjustments with respect to the initial implementation will be recognized in
the balance of retained earnings as of the beginning of the period. The Company
does not anticipate a material effect due to implementation of the amendment.
Amendment to IAS 34 "Financial Reporting for Interim Periods" (Regarding the
Disclosure of Information in another Place in the Interim Financial Reporting)
The amendment makes it clear that information appearing in the interim
financial reporting, but outside of the financial statements themselves, must
be included by way of cross reference from the financial statements to another
place in the interim financial reporting which is available to the users of the
reports, under the same conditions and at the same time as the financial
statements. The amendment will be implemented retroactively for reporting
periods commencing on January 1, 2016. Early adoption is permissible.
NOTE 4:- FINANCIAL INSTRUMENTS
Financial instruments that are not measured at fair value:
Except as detailed in the following table, the Group believes that the book
value of financial assets and liabilities that are presented at amortized cost
in the financial statements is approximately identical to their fair value:
Financial liabilities:
Carrying amount Fair value (*)
September 30, December 31, September 30, December 31,
2014 2013 2013 2014 2013 2013
NIS in thousands
Unaudited Unaudited
Debentures 25,586 38,265 25,500 26,125 39,656 26,253
(*) Less balances held by Willi-Food.
Financial assets at fair value:
Below are details of the Group's financial assets and liabilities that are
measured in the Company's statement of financial position at their fair value,
according to their measurement levels:
September 30, 2014 (unaudited)
Level 1 Level 2 Level 3 Total
NIS in thousands
Marketable securities 224,523 4,558 - 229,081
Investment in fund - 15,159 - 15,159
Total 224,523 19,717 - 244,240
NOTE 4:- FINANCIAL INSTRUMENTS
(Cont.)
September 30, 2013 (unaudited)
Level 1 Level 2 Level 3 Total
NIS in thousands
Marketable securities 239,658 - - 239,658
Investment in fund - 6,692 - 6,692
Total 239,658 6,692 - 246,350
December 31, 2013
Level 1 Level 2 Level 3 Total
NIS in thousands
Marketable securities and derivatives 172,519 4,457 - 176,976
Investment in fund - 9,349 - 9,349
Loan at fair value through operations - - 65,300 65,300
Total 172,519 13,806 65,300 251,625
NOTE 5:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD
A. On November 27, 2013, Willi-Food entered into a loan agreement with
Newco (hereafter-"the loan agreement") according to which Willi-Food will give
Newco a loan of NIS 65 million (hereafter-"the loan") that will be deposited
according to the trust agreement between Willi-Food and the Newco trustee
(hereafter-"the investors trustee") and that may be fully converted into shares
of IDB Holdings Company Ltd. (hereafter-"IDB Holdings") or into shares of IDB
Development Company Ltd. (hereafter-"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 (hereafter-"the
arrangement plan") which was submitted to the court pursuant to Section 350 to
the Companies Law, 1999 (hereafter-"the Companies Law").
According to the loan agreement, this is a "bullet" loan (principal, linkage
differences and interest) and will be extended for the earlier 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 by the arrangement plan (hereafter-"the original
repayment date"). The loan will be linked to the CPI published on November 15,
2013 and bear interest at the annual rate of 5%, calculated on a compounded
basis 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 conditional terms for the arrangement plan to become effective
are not fulfilled, the loan will be repaid and refunded to Willi-Food,
including linkage differences and interest, before the original repayment date.
On January 12, 2014, the loan principal was refunded to Willi-Food. On
January 14, 2014, Willi-Food received the interest on the loan.
B. On March 2, 2014, the controlling shareholders, Messrs. Joseph Williger
and Zvi Williger, informed the Company that they and private companies under
their control signed an agreement with Emblaze Ltd. (hereafter-"Emblaze") in
the context of which, subject to predetermined conditions, Emblaze is to
purchase 7,722,297 Ordinary shares of the Company of NIS 1 par value each,
representing about 58.04% of the Company's issued and outstanding share capital
and about 58.62% of its voting rights (about 55.16% of the equity interests in
the Company and about 55.69% of the voting rights in the Company on a fully
diluted basis) in consideration of approximately NIS 268 million, reflecting
approximately NIS 34.71 per Company share (hereafter-"the transaction to sell
control"). The agreement is subject to the receipt of the approval of the
Anti-Trust Commissioner.
NOTE 5:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)
B. (Cont.)
On March 26, 2014, the Anti-Trust Commissioner granted his approval to the
transaction to sell control.
On April 6, 2014, Emblaze published a special tender offer according to Section
328 of the Companies Law-1999, for the acquisition of 658,685 Ordinary shares
of the Company of NIS 1 par value each, representing approximately 5% of the
voting rights in the Company and about 4.95% of the issued and paid up share
capital of the Company, all in accordance with the terms of the specification
published by Emblaze in the framework of the transaction for the sale of
control.
The determining date for the sale of control was May 4, 2014. Commencing on
that date, Emblaze is the controlling shareholder of the Company by force of
its holding of 8,203,371 Ordinary shares of the Company which, as of that date,
constitute about 61.65% of the Company's issued and paid up share capital and
about 62.21% of its voting rights.
NOTE 6:- SEGMENT REPORTING
A. General:
Since January 1, 2009, the Group applies IFRS 8, "Operating Segments"
(hereafter-"IFRS 8"). According to the provisions of IFRS 8, operating segments
are identified on the basis of internal reports about components of the Group
that are regularly reviewed by the Group's chief operating decision maker for
the purpose of allocating resources and assessing performance of the operating
segments.
In 2014, the Group's operating segment under IFRS 8 was the import segment
only. The import segment earns its revenues from importing, producing and
marketing food products to retail chains, supermarkets, wholesalers, the
institutional market, etc.
B. Revenues from major customers:
Revenues from a major customer that contributed 10% or more to the Company's
total revenues for the nine and three months ended September 30, 2014 amounted
to approximately 43,953 NIS thousand and 12,933 NIS thousand, respectively
(2013-NIS 32,682 thousand and NIS 10,692 thousand, respectively).
NOTE 6:- SEGMENT REPORTING (Cont.)
C. Revenues from major groups of products:
Nine months
ended Year ended
Nine months ended September30, December 31,
September 30, 2014 2013 2013
NIS in NIS in
NIS in thousands % thousands % thousands %
Canned vegetables 43,479 17 46,899 18 56,543 21
Dairy and dairy
substitute products 60,481 24 59,118 23 70,317 26
Dried fruit, nuts and
beans 36,838 15 (*) (*) (*) (*)
(*) Less than 10%.
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