Super Sol 6K Current report

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

November 6th , 2002

Super-Sol Ltd.
(Translation of Registrant's Name into English)

30 Shmotkin Benyamin Street
Rishon Lezion, 75363 Israel
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ____X____ Form 40-F _________

Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _________ No ____X____

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):N/A

-1-

Attached hereto and are the following documents:

Registrant's unaudited interim financial statements for the third quarter of 2002, as filled with the Israeli Securities Authority, Israeli Companies Registrar and Tel-Aviv Stock Exchange.

-2-

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Super-Sol Ltd. (Registrant)


	By _______________ Amit Leibovich, Adv.




	Dated: November 5th , 2002

-3-

Interim Consolidated Financial Statements as at September 30, 2002 (Unaudited)

Super-Sol Ltd.

Contents


                                                                                                                  Page

 Director's Report for the Nine Months and Three Months Ended September 30, 2002

 Auditors' Review Letter                                                                                             2


 Interim Financial Statements:

 Consolidated Balance Sheets                                                                                         3

 Consolidated Statements of Income                                                                                   4

 Statements of Changes in Shareholders' Equity                                                                       5

 Consolidated Statements of Cash Flows                                                                               7

 Notes to Consolidated Financial Statements                                                                          9

Directors' Report for the Nine Months and Three Months Ended September 30, 2002

Super-Sol Ltd.

We are pleased to present the Report of the Board of Directors for the nine months and three months ended September 30, 2002 in accordance with the Securities Regulations (Periodic and Immediate Reports) - 1970.

The Company and its Business Environment

The main activity of the Company is the operation of supermarket chains and the retail sales of supermarket goods in Israel.

The Company’s results of operations are directly impacted by the political, economic and security conditions in Israel. During the first nine months of the year there was a further deterioration in the economic and security conditions in Israel, which has an adverse effect on the Company’s results of operations. The Company’s results of operations will continue to be impacted by the above.

At the end of the third quarter of 2002, the Company was operating 170 stores in six supermarket chains: Super-Sol - 39 stores, Hyper-Netto - 80 stores, Birkat Rachel – 9 stores, Universe Club - 9 stores, Cosmos - 14 stores, and Food Warehouses – 19 stores. Net-Sal represents an additional marketing vehicle of the Company. It enables the Company’s customers to place home-delivery orders for supermarket products via the telephone, fax or Internet.

During the third quarter, the Company opened 3 new Hyper-Netto stores and one Universe Club store and closed one Hyper-Netto store and one Super-Sol store. In addition, during the quarter, the Company converted 8 Hyper-Netto stores to the Food Warehouses chain, one Hyper-Netto store to the Universe Club chain and one Super-Sol store to the Hyper-Netto chain.

The overall area of the stores at the end of the second quarter is 379,000 sq.m., compared to 368,600 sq.m. at the end of the second quarter.
Operating Results

Percentage changes are calculated based on the Company's results in NIS thousands.

The third quarter

The Company’s revenues in the third quarter of 2002 were NIS 1.73 billion, a decrease of 3.8% compared to NIS 1.80 billion in the third quarter last year. Same store sales decreased by 10.4% during the quarter, compared to the same period last year. The decrease in revenues during the quarter is explained by the decrease in real terms of food prices, the deepening recession in the Israeli economy and the increasing competition in the supermarket sector.
-The Company’s financial statements are adjusted for inflation according to the increase in the Consumer Price Index. On the other hand, actual sales are impacted only by the Food Price Index. During the first nine months of 2002 the Consumer Price Index increased 7.0% while the Food Price Index increased 4.1% only. This gap that opened between the two indices means that food prices decreased in real terms: by an average of 2.7% during the third quarter of 2002 compared to the same period last year; and by an average of 3.5% during the first nine months of 2002 compared to the same period last year. This had a negative impact on sales growth.
-The difficult economic situation, the inflationary erosion in salaries and disposable income and the increase in the unemployment rate contributed to the decline in purchasing power compared to last year. According to the data of the Israeli Central Bureau of Statistics, the unemployment rate is on the rise, from 9.6% of the civil workforce unemployed in the month of August last year to 10.3% in August 2002 - an increase of approximately 7% in unemployment.

Gross profit was NIS 461 million for the quarter, a decrease of 3.8% compared to NIS 479 million for the third quarter last year. Gross margin was 26.9% for the third quarter this year and for the same quarter last year.

Operating, selling, general and administrative costs were NIS 430 million during the third quarter, an increase of 5.7% compared to NIS 406 million during the same quarter last year. The ratio of operating, selling, general and administrative costs to total revenues was 24.9% compared to 22.6% during the same period last year. The increase in the cost ratio is attributable primarily to the abovementioned decrease in sales, increased credit card transaction processing fees, increased security costs in stores further to the deterioration in the security situation, the sharp rise in electricity tariffs and the increase of 1% in salary costs subsequent to the increase of 1% in the employers’ Social Security tariff.

Directors' Report for the Nine Months and Three Months Ended September 30, 2002

Super-Sol Ltd.

Operating Results (cont'd)

Operating profit for the third quarter was NIS 46 million, a decrease of 48.8% compared to NIS 91 million in the same period last year. The operating margin was 2.7% compared to 5.0% last year.

Financing expenses, net during the third quarter of 2002 were NIS 10 million, compared to NIS 2 million during the same period last year. According to Israeli GAAP, the Company’s non-monetary assets were adjusted to the September 2002 CPI, while the long-term bank loans were adjusted to the CPI last published as of September 30, 2002 i.e. the August 2002 CPI. During the quarter, the index according to which the long-term bank loans and notes were adjusted increased by 1.6% while the index according to which the assets were adjusted increased by 0.7% only. As a result, the Company recorded higher financing expenses in respect of long-term bank loans and notes.

The Company’s tax expense for the third quarter of 2002 was NIS 12 million, a decrease of 63.3% compared to NIS 34 million for the same quarter last year. The effective tax rate for the quarter was 36.3%, compared to 37.3% for the same quarter last year.

The Company’s net profit for the third quarter was NIS 20 million, a decrease of 63.5% compared to NIS 55 million during the same quarter last year.

The Company’s fully-diluted earnings per NIS 0.1 par value of shares for the third quarter were NIS 0.10 per share (or NIS 0.50 per ADR), a decrease of 63.8% compared to NIS 0.27 per share (or NIS 1.37 per ADR) during the same period last year.

The nine months ended September 30, 2002

Revenues for the nine month period reached NIS 5.19 billion, an increase of 1.0% compared to NIS 5.14 billion in the same period last year. The increase in revenues resulted mainly from the contribution of new stores.

The Company’s same store sales decreased by 5.8% during the nine month period compared to the same period last year. The decrease in same store sales is mainly the result of the opening of additional stores - by the Company as well as by its competitors, the real decrease in food prices, the deepening recession and the increasing competition in the supermarket sector, as mentioned above.

Gross profit was NIS 1.36 billion for the nine month period, a decrease of 1.0% compared to NIS 1.38 billion for the same period last year. Gross margin was 26.5% for the nine month period, compared to 27.1% for the same period last year. The decrease in the gross profit margin is the result of the increasing competition in the supermarket sector, the conversion of stores to discount formats, the real decrease in food prices and the erosion of the inventory.

The financial results for the nine month period reflect an increase of 7.0% in the Consumer Price Index, while the results for the same period last year reflect an increase of 2.0% in the Index. The difference of 5.0% resulted in a decrease of NIS 21 million in gross profit and operating profit for the nine month period compared to the same period last year, due to the inflationary adjustment of the opening balance of the inventory.

Operating profit for the nine month period was NIS 163 million, a decrease of 35.9% compared to NIS 254 million in the same period last year. The operating margin was 3.1% compared to 5.0% for the same period last year.

The Company’s financing income, net was NIS 5 million for the first nine months of 2002, compared to financing expenses, net of NIS 11 million in the same period last year. The increase of 7.0% in the Consumer Price Index during the period, compared to only 2% during the same period last year resulted in higher financing income from the erosion of the excess of unlinked monetary liabilities over unlinked monetary assets, net.

During the first nine months of 2002, the Company recorded other income of NIS 24 million, mainly from capital gains on the sale of the Company’s holdings in Avnat Ltd. During the first nine months of 2001, the Company had no capital losses.

Directors' Report for the Nine Months and Three Months Ended September 30, 2002

Super-Sol Ltd.

Operating Results (cont'd)

The Company’s tax expense for the first nine months of 2002 was NIS 75 million, a decrease of 17.1% compared to NIS 90 million for the same period last year. The effective tax rate for the nine month period was 38.9%, compared to 37.1% for the same period last year, due to the taxes in respect of the sale of the Company’s holdings in Avnat Ltd.

The Company’s equity in losses of affiliated company for the period resulted from the recording of an impairment loss of NIS 11 million by the affiliated company.

Net profit for the first nine months of 2002 was NIS 105 million, a decrease of 30.8% compared to NIS 152 million in the same period last year.

The Company’s fully-diluted earnings per NIS 0.1 par value of shares for the period were NIS 0.52 per share (or NIS 2.58 per ADR), a decrease of 31.3% compared to NIS 0.75 per share (or NIS 3.76 per ADR) for the same period last year.

Financial Position, Liquidity and Financing Resources

Cash flows from operating activities

Net cash inflow from operating activities was NIS 105 million in the third quarter of 2002 and in the same period last year.

Cash flows from investing activities

The Company’s net cash outflow from investing activities was NIS 99 million for the third quarter of 2002, compared to NIS 53 million in the same quarter last year. The change was mainly due to the increase in the purchase of fixed assets in the third quarter of 2002 and due to the repayment of long-term loans granted in the same quarter last year.

Cash flows from financing activities

The Company’s net cash outflow from financing activities for the third quarter of 2002 amounted to NIS 11 million, compared to net cash outflow from financing activities of NIS 47 million in the same quarter last year. The change was mainly due to the decrease in short-term bank credit during the third quarter last year.

At the end of the third quarter, the Company’s consolidated net short-term assets (cash, deposits and marketable securities net of short-term bank credit) totaled NIS 76 million, compared to NIS 41 million at the end of the same quarter last year.

Long-term liabilities to banks, to holders of notes (issued in January 2002) and to others were NIS 705 million at the end of the quarter, compared to NIS 444 million at the end of 2001.

The ratio of loans and notes to total assets was 19.1% at the end of the quarter, compared to 13.3% at the end of 2001.

Shareholders’ equity at the end of the quarter was NIS 2.03 billion, compared to NIS 1.92 billion at the end of 2001. The ratio of shareholders’ equity to total assets was 47.4% at the end of the quarter, compared to 48.9% at the end of 2001.

Directors' Report for the Nine Months and Three Months Ended September 30, 2002

Super-Sol Ltd.

Report on Exposure to Market Risks and Management Thereof

No material changes have occurred in the current period with respect to the exposure of the Company to market risks and management thereof (as stated in the guideline of the Securities Authority), as these were reported by the Company on August 4, 2002.

In the current period, part of the Company’s monetary balances were invested in short-term CPI-linked government bonds that are traded on the Tel Aviv Stock Exchange.

Monetary assets and liabilities analyzed by currency and linkage base:


                                                                    September 30, 2002
                                                                    ------------------
                                                         Israeli currency                           Foreign
                                                         ----------------
                         Non-linked              Linked to            currency or
                                                                         Israeli CPI         linked thereto
                                                   -----------           -----------         --------------
                                                                 Adjusted NIS (millions)
                                                                 -----------------------
         Assets
         ------
         Cash and cash equivalents                        69                      -                      3
         Marketable securities                            28                     77                      -
         Trade receivables, net                          828                      -                      -
         Other receivables                                43                      5                      -
         Long-term loans and funds                         -                     19                      -
                                                       -----                  -----                  -----
                                                         968                    101                      3
                                                       -----                  -----                  -----
         Liabilities
         -----------
         Short-term bank credit                            5                      -                      -
         Trade payables                                  993                      1                      1
         Other payables                                  340                     21                      -
         Notes (including current maturities)              -                    426                      -
         Loans from banks and others
           and short-term bank credit                     71                    321                      -
                                                       -----                  -----                  -----
                                                       1,409                    769                      1
                                                       =====                  =====                  =====

                                                       (441)                   (668)                     2
                                                       =====                  =====                  =====

Option Plan

At the Board of Directors’ meeting on May 14, 2002, it was decided to approve an additional plan to issue options to the Company’s employees.
Under the plan, 1,088,184 options exercisable for shares of par value NIS 0.1 were granted without consideration, by means of a private placement, to twelve of the Company’s employees at various executive levels.
Additional details are provided in Note 4 to the financial statements.

Agreement with Related Party

On August 4, 2002, the Company’s audit committee and Board of Directors approved a personal employment agreement with the CEO of the Company. Additional details are provided in Note 6 to the financial statements.

Directors' Report for the Nine Months and Three Months Ended September 30, 2002

Super-Sol Ltd.

The Board of Directors

During the nine months ended September 30, 2002, the Board of Directors held six meetings. The committees of the Board of Directors held additional meetings.

         ---------------------------                           -----------------------
         Dalia Lev                                             Amiaz Sagis
         Chairperson of the Board of                           Chief Executive Officer
         Directors

        November 3, 2002


                    Somekh Chaikin

                    Mail address              Office address                Telephone  972 3 684 8000
                    PO Box 609                KPMG Millennium Tower         Fax  972 3 684 8444
                    Tel-Aviv 61006            17 Ha'arba'a Street
                    Israel                    Tel Aviv 64739
                                              Israel

The Board of Directors of
Super-Sol Ltd.
Rishon Le-Zion

Dear Sirs,

Review of the Unaudited Interim Consolidated Financial Statements for the nine and three month periods ended on September 30, 2002

At your request we have reviewed the interim consolidated balance sheet of Super-Sol Ltd. and its subsidiaries as at September 30, 2002 and the related consolidated statements of income, the statements of changes in shareholders' equity and the consolidated statements of cash flows for the nine and three month periods then ended.

Our review was conducted in accordance with procedures established by the Institute of Certified Public Accountants in Israel and included, inter alia, reading the above financial statements, reading the minutes of Shareholders' Meetings and meetings of the Board of Directors and its committees as well as making inquiries of persons responsible for financial and accounting matters.

Since the review performed was limited in scope and does not constitute an examination in accordance with generally accepted auditing standards, we do not express an opinion on the above financial statements.

In the course of our review, nothing came to our attention which would indicate the necessity of making any material modifications to the interim financial statements referred to above in order for them to be in conformity with generally accepted accounting principles and in accordance with Section D of the Securities Regulations (Periodic and Immediate Reports), 1970.

Yours truly,

Somekh Chaikin
Certified Public Accountants (Isr.)

November 3, 2002

Somekh Chaikin, a partnership registered under
the Israeli Partnership Ordinance, is a member of
KPMG International, a Swiss association.

Consolidated Balance Sheets