Willi-Food Investments Ltd. H1 Unaudited Reports
B.S.D. CROWN LTD - Willi-Food Investments Ltd. H1 Unaudited Reports
PR Newswire
London, August 14
B.S.D Crown Ltd (LSE:BSD) ("BSD" or "the Company") Willi-Food Investments Ltd. H1 Unaudited Reports Tel Aviv, Israel, 14 August, 2014 Willi-Food Investments Ltd. H1 Unaudited Reports The Company announces that Willi-Food Investments Ltd. (TASE: WLFD) published its unaudited condensed consolidated financial statements as of June 30, 2014 today, 14 August, 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.emblaze.com. Enquiries: Eyal Merdler, CFO: This email address is being protected from spambots. You need JavaScript enabled to view it. WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 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 - 20 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 June 30, 2014 and the condensed consolidated statements of operations, comprehensive income, changes in equity and cash flows for the periods of six 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, August 12, 2014 WILLI-FOOD INVESTMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION June 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 76,469 87,943 45,895 Financial assets at fair value through operations 215,126 191,610 176,976 Trade receivables 96,140 82,650 82,963 Other current assets 6,129 3,317 3,582 Investment in a fund designated at fair value through operations 15,180 6,296 9,349 Inventories 38,911 43,877 54,036 Current tax assets 191 - - Loan designated at fair value through operations - - 65,300 Total current assets 448,146 415,693 438,101 Non current assets Fixed assets Cost 69,800 66,001 67,323 Less -accumulated depreciation 26,887 23,120 25,811 42,913 42,881 41,512 Long term receivables Other receivables and long-term prepaid expenses 52 476 51 Goodwill 1,223 1,223 1,223 Total non-current assets 44,188 44,580 42,786 Total assets 492,334 460,273 480,887 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 June 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 240 226 254 Current maturities of debentures 12,819 12,819 12,819 Trade payables 15,007 21,869 20,353 Other current liabilities 6,122 5,532 5,332 Current tax liability - 2,214 440 Liability for employee benefits 2,136 1,893 1,879 Total current liabilities 36,324 44,553 41,077 Non-current liabilities: Obligations with respect to employee benefits 614 570 644 Debentures 12,726 25,434 12,681 Deferred tax liabilities 1,189 283 926 Total non-current liabilities 14,529 26,287 14,251 Equity Share capital 14,894 14,201 14,894 Share premium 131,512 114,081 131,512 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 - 377 424 Capital reserve from remeasurement of net defined benefit obligation (18) 7 - Retained earnings 131,620 111,404 121,572 Cost of Company's shares held by subsidiary (2,121) (2,121) (2,121) Total attributable to Company shareholders 284,622 245,099 275,016 Rights not providing control 156,859 144,334 150,543 Total equity 441,481 389,433 425,559 Total liabilities and equity 492,334 460,273 480,887 August 12, 2014 Date of approval Yosef Williger Gil Hochboim Raviv Segal of the financial Chairman of the statements Board Chief Executive Chief Financial 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 six months period three months period year ended ended June 30 ended June 30 December 31 2 0 1 4 2 0 1 4 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS thousands NIS thousands NIS thousands Revenues from sales 174,526 175,350 79,412 84,655 336,726 Cost of sales 132,443 132,018 58,783 62,755 252,825 Gross profit 42,083 43,332 20,629 21,900 83,901 Selling and marketing expenses 20,518 16,616 10,332 9,015 35,373 General and administrative expenses 10,010 9,651 4,733 4,762 19,927 Other income, net (147) (34) - (34) (54) 30,381 26,233 15,065 13,743 55,246 Operating income 11,702 17,099 5,564 8,157 28,655 Financing income 9,597 18,091 507 6,963 38,825 Financing expenses 1,264 2,161 774 506 3,318 Financing income (expenses), net 8,333 15,930 (267) 6,457 35,507 Income before taxes on income 20,035 33,029 5,297 14,614 64,162 Taxes on income 4,898 5,230 1,239 2,560 10,017 Net income for the period 15,137 27,799 4,058 12,054 54,145 Attributed to: Rights not providing control 5,089 6,381 2,035 3,057 12,559 Company shareholders 10,048 21,418 2,023 8,997 41,586 Net income for the period 15,137 27,799 4,058 12,054 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 six months period three months period year ended ended June 30 ended June 30 December 31 2 0 1 4 2 0 1 4 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS thousands NIS thousands NIS thousands Earnings per share attributed to Company shareholders Basic earnings per share: Basic diluted earnings per share 0.76 1.72 0.15 0.72 3.32 Diluted earnings per share 0.76 1.72 0.15 0.72 3.32 Quantity of shares serving to calculate: Basic earnings per share 13,173,708 12,447,226 13,173,708 12,461,817 12,527,720 Diluted earnings per share 13,177,042 12,460,171 13,177,042 12,473,343 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 six months period three months period year ended ended June 30 ended June 30 December 31 2 0 1 4 2 0 1 4 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS thousands NIS thousands NIS thousands Net income for the period 15,137 27,799 4,058 12,054 54,145 Other comprehensive income: Capital reserve from translation differences that may be (were) subsequently classified to profit or loss (127) 66 (115) 16 144 Capital reserve from remeasurement of net defined benefit obligation (33) 11 (8) 11 - Other comprehensive income (loss) for the period (160) 77 (123) 27 144 Total comprehensive income for the period 14,977 27,876 3,935 12,081 54,289 Total comprehensive income for the period attributed to: Company shareholders 9,606 21,463 1,603 9,014 41,671 Rights not providing control 5,371 6,413 2,332 3,067 12,618 14,977 27,876 3,935 12,081 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 Six months ended June 30, 2014 (unaudited) Capital Capital reserve reserve from from Payments transactions Capital measurement Cost of Total on with rights reserve of net Company's attributed Rights account not from defined shares to not Share Share of providing translation benefit Retained held by Company providing capital premium options control differences obligation earnings subsidiary shareholders control Total NIS in thousands Balance as of January 1, 2014 14,894 131,512 1,585 7,150 424 - 121,572 (2,121) 275,016 150,543 425,559 Movement in the reporting period (unaudited): Net income for the period - - - - - - 10,048 - 10,048 5,089 15,137 Remeasurement of net defined benefit obligation - - - - - (18) - - (18) (15) (33) Capital reserve from translation differences - - - - (424) - - - (424) 297 (127) Total compre- hensive income for the period - - - - (424) (18) 10,048 - 9,606 5,371 14,977 Benefit relating to allotment of options to employees - - - - - - - - - 945 945 Balance as of June 30, 2014 14,894 131,512 1,585 7,150 - (18) 131,620 (2,121) 284,622 156,859 441,481 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 Six months ended June 30, 2013 (unaudited) Capital Capital reserve from reserve from Cost of transactions Capital measurement Company's with rights reserve of net shares Total Rights not from defined held attributed not Share Share providing translation benefit Retained by to Company providing capital premium control differences obligation earnings subsidiary shareholders control Total NIS in thousands Balance as of January 1, 2013 14,146 113,585 7,294 339 - 96,890 (2,121) 230,133 138,653 368,786 Movement in the reporting period (unaudited): Net income for the period - - - - - 21,418 - 21,418 6,381 27,799 Capital reserve from translation differences - - - 38 - - - 38 28 66 Remeasurement of net defined benefit obligation - - - - 7 - - 7 4 11 - - - 38 7 21,418 - 21,463 6,413 27,876 Total comprehensive income for the period Purchase of shares from rights not providing control of subsidiary - - (144) - - - - (144) (732) (876) Exercise of options into shares 55 493 - - - - - 548 - 548 Dividends paid by the Company - - - - - (6,904) - (6,904) - (6,904) Benefit relating to allotment of options to employees - 3 - - - - - 3 - 3 Balance as of June 30, 14,201 114,081 7,150 377 7 111,404 (2,121) 245,099 144,334 389,433 2013 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 June 30, 2014 (unaudited) Capital Capital reserve reserve from from Payments transactions Capital measurement Cost of Total on with rights reserve of net Company's attributed Rights account not from defined shares to not Share Share of providing translation benefit Retained held by Company providing capital premium options control differences obligation earnings subsidiary shareholders control Total NIS in thousands Balance as of April 1, 2014 14,894 31,512 1,585 7,150 417 (15) 129,597 (2,121) 283,019 154,238 437,257 Movement in the reporting period (unaudited): Net income for the period - - - - - - 2,023 - 2,023 2,035 4,058 Remeasurement of net defined benefit obligation - - - - - (3) - - (3) (5) (8) Capital reserve from translation differences - - - - (417) - - - (417) 302 (115) Total comprehensive income for the period - - - - (417) (3) 2,023 - 1,603 2,332 3,935 Benefit relating to allotment of options to employees - - - - - - - - - 289 289 Balance as of June 30, 2014 14,894 131,512 1,585 7,150 - (18) 131,620 (2,121) 284,622 156,859 441,481 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 June 30, 2013 (unaudited) Capital Capital reserve from reserve from transactions Capital measurement Cost of with rights reserve of net Company's Total Rights not from defined shares attributed not Share Share providing translation benefit Retained held by to Company providing capital premium control differences obligation earnings subsidiary shareholders control Total NIS in thousands Balance as of April 1, 14,174 113,843 7,438 367 - 102,411 (2,121) 236,112 141,269 377,381 2013 Movement in the reporting period (unaudited): Net income for the period - - - - - 8,997 - 8,997 3,057 12,054 Capital reserve from translation differences - - - 10 - - - 10 6 16 Remeasurement of net defined benefit obligation - - - - 7 - - 7 4 11 Total comprehensive income for the period - - - 10 7 8,997 - 9,014 3,067 12,081 Purchase of shares from rights not providing control of subsidiary - - (288) - - - - (288) - (288) Exercise of options into shares 27 238 - - - - - 265 - 265 Dividends paid by the Company - - - - - (4) - (4) - (4) Benefit relating to allotment of options to employees - - - - - - - - (2) (2) Balance as of June 30, 14,201 114,081 7,150 377 7 111,404 (2,121) 245,099 144,334 389,433 2013 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 Capital Capital reserve from reserve from transactions Capital measurement Cost of with rights reserve of net Company's Total Rights not from defined shares attributed not Share Share providing translation benefit Retained held by to Company providing capital premium control differences obligation earnings subsidiary shareholders control Total NIS in thousands Balance as of January 1, 2013 14,146 113,585 7,294 - 339 96,890 (2,121) 230,133 138,653 368,786 Movement in the reporting year: Net income for the year - - - - - 41,586 - 41,586 12,559 54,145 Capital reserve from translation differences - - - - 85 - - 85 59 144 Total comprehensive income for the year - - - - 85 41,586 - 41,671 12,618 54,289 Purchase of shares from rights not providing control of subsidiary - - (144) - - - - (144) (732) (876) Issue of shares in the Company's private placement (less issuance expenses of NIS 400 thousand) 690 17,400 - - - - - 18,090 - 18,090 Issuance of options - - - 1,585 - - - 1,585 - 1,585 Exercise of options into shares 58 522 - - - - - 580 - 580 Benefit relating to allotment of options to employees - 5 - - - - - 5 4 9 Dividends paid - - - - - (16,904) - (16,904) - (16,904) Balance as of December 31, 2013 14,894 131,512 7,150 1,585 424 121,572 (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 three months six months period period year ended ended June 30 ended June 30 December 31 2 0 1 4 2 0 1 4 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS thousands NIS thousands NIS thousands Cash flows from operating activities: Income from continuing operations Net income for the period 15,137 27,799 4,058 12,054 54,145 Adjustments necessary to present cash flows from operating activities (Appendix A) (10,397) (21,546) 17,142 (210) (50,544) Net cash from operating activities 4,740 6,253 21,200 11,844 3,601 Cash flows from (to) investing activities Investment in other long-term receivables - (445) - - (445) Purchase of fixed assets (4,006) (5,560) (2,177) (1,165) (6,080) Proceeds from sale of fixed assets 973 29 226 29 29 Sale (purchase) of financial assets at fair value through operations, net (31,587) 72,559 (10,173) 20,591 103,836 Investment in (redemption of) loan designated at fair value through operations 65,400 - - - (65,000) Investment in fund designated at fair value through operations (4,932) (5,000) - (5,000) (6,865) Net cash from (to) investing activities 25,848 61,583 (12,124) 14,455 25,475 Cash flows to financing activities: Redemption of debentures convertible debentures - - - - (13,020) Bank overdraft, net (14) (9,963) (2,644) (24) (9,935) Repayment of on-call loans - (23,230) - - (23,230) Dividends paid - (6,904) - (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 - 551 - 502 580 Net cash to financing activities (14) (40,424) (2,644) (6,426) (43,712) Increase (decrease) in cash and cash equivalents 30,574 27,412 6,432 19,873 (14,636) Cash and cash equivalents-beginning of period 45,895 60,531 70,037 68,070 60,531 Cash and cash equivalents- end of period 76,469 87,943 76,469 87,943 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 six months period three months period year ended ended June 30 ended June 30 December 31 2 0 1 4 2 0 1 4 2 0 1 4 2 0 1 3 2 0 1 3 (Unaudited) (Unaudited) (Audited) NIS thousands NIS thousands NIS thousands Appendix A - Adjustments necessary to present cash flows from operating activities Income and expenses not involving cash flows: Depreciation and amortization 1,820 2,207 911 1,176 4,541 Revaluation of debentures 45 88 23 57 355 Financing income from capital reserve from translation differences classified to operations (424) - (424) - - Revaluation of loan designated at fair value through operations (100) - - - (300) Capital gain from sale of fixed assets (188) (29) - (29) (29) Increase (decrease) in deferred taxes, net 263 303 (540) 528 946 Increase (decrease) in value of financial assets at fair value through operations (6,563) (15,752) 732 (6,135) (32,395) Expenses relating to employees' options 945 - 470 - - Increase in value of investment in fund designated at fair value through operations (899) (219) - (200) (1,407) (5,101) (13,402) 1,172 (4,603) (28,289) : Changes in asset and liability items Decrease (increase) in inventories 15,125 5,454 14,615 (3) (4,705) Decrease (increase) in trade receivables (13,177) (11,276) 9,461 1,336 (11,589) Decrease (increase)in other current assets (2,547) 3,607 (2,644) (1,137) 3,406 Decrease in long-term receivables (1) 18 (22) 18 12 Increase (decrease) in trade payables (5,346) (5,575) (6,816) 3,427 (7,091) Increase (decrease) in other current liabilities 650 (372) 1,376 752 (2,288) (5,296) (8,144) 15,970 4,393 (22,255) (10,397) (21,546) 17,142 (210) (50,544) Additional information: Interest payments 534 983 251 451 1,840 Tax payments 4,667 4,466 2,220 2,301 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: June 30, 2014 3.44 113.85 114.18 June 30, 2013 3.62 112.73 113.63 December 31, 2013 3.47 114.07 114.18 Rates of change: % % % Six month period ended: June 30, 2014 (0.86) (0.20) - June 30, 2013 (2.95) 0.71 1.32 Three month period ended: June 30, 2014 (1.43) 0.19 0.79 June 30, 2013 (0.82) 0.70 1.29 Year ended December 31 (*) 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. IFRS 15 "Revenues with Respect to Contracts with Customers" (cont.) 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. 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 (*) December June 30, 31, June 30, December 31, 2014 2013 2013 2014 2013 2013 NIS in thousands Unaudited Unaudited Debentures 25,623 50,898 25,500 26,077 39,237 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 fair value, according to their measurement levels: June 30, 2014 (unaudited) Level 1 Level 2 Level 3 Total NIS in thousands Marketable securities 210,678 4,448 - 215,126 Investment in fund - 15,180 - 15,180 Total 210,678 19,628 - 230,306 June 30, 2013 (unaudited) Level 1 Level 2 Level 3 Total NIS in thousands Marketable securities 191,610 - - 191,610 Investment in fund - 6,296 - 6,296 Total 191,610 6,296 - 197,906 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. In view of the December 17, 2013 decision of the Tel-Aviv District Court regarding the approval of the arrangement for the creditors of IDB Holdings (hereafter-"the Court's decision"), Willi-Food contacted the investors' trustee and demanded transfer to it of the loan principal pursuant to the trust agreement and the Court's decision. On December 31, 2013, at the request of Willi-Food, the investors' trustee contacted the official in the context of the trust agreement, Adv. Hagai Ullman ("Ullman"), notifying him that, on December 29, 2013, it received a demand from Willi-Food that the investors' trustee immediately transfer to Willi-Food the loan principal of NIS 65 million which Willi-Food had made available to Newco and which had been deposited in trust with the investors' trustee. In this demand, Ullman was requested to give 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, in light of the provisions of section 4.2.2 of the trust agreement and 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 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 agreement"). The agreement is subject to the receipt of the approval of the Anti-Trust Commissioner. On March 26, 2014, the Anti-Trust Commissioner granted his approval to the transaction to sell control. NOTE 5:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.) B (cont.) 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 (hereafter- "special tender offer"). 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 62.27% 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 six and three months ended June 30, 2014 amounted to approximately NIS 31,020 thousand and NIS 12,033 thousand, respectively (2013-NIS 21,990 thousand and NIS 9,534 thousand). C. Revenues from major groups of products: Six months ended Year ended Six months ended June 30, 2014 June 30,2013 December 31, 2013 NIS in NIS in NIS in thousands % thousands % thousands % Canned vegetables 30,434 17 30,288 17 56,543 21 Dairy and dairy substitute products 41,877 24 40,261 23 70,317 26 Dried fruit, nuts and beans 28,504 16 20,507 12 (*) (*) (*) Less than 10%.
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