-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KbnKEnpADgeWuthpCu4S95Vmfy10Gate8KEp00d2QELvvyTSznXzkF/w3gUbtgb3 HzDIKeT1ymVKp7XUne94RA== 0000045379-94-000017.txt : 19941004 0000045379-94-000017.hdr.sgml : 19941004 ACCESSION NUMBER: 0000045379-94-000017 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940930 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19940930 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANNAFORD BROTHERS CO CENTRAL INDEX KEY: 0000045379 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 010085930 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07603 FILM NUMBER: 94551020 BUSINESS ADDRESS: STREET 1: 145 PLEASANT HILL RD CITY: SCARBOROUGH STATE: ME ZIP: 04011 BUSINESS PHONE: 2078832911 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 26, 1994 (Date of earliest event reported) HANNAFORD BROS. CO. (Exact name of registrant as specified in its charter) Maine 1-7603 01-0085930 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 145 Pleasant Hill Road, Scarborough, Maine 04074 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (207) 883-2911 This Amendment No. 1 relates to a Current Report on Form 8-K filed on or around August 5, 1994 concerning an acquisition by the Registrant of a chain of 20 supermarkets operating in North Carolina and South Carolina under the trade name of Wison's Supermarkets. Item 7. Financial Statements and Exhibits. (a) Financial Statements of the Businesses Acquired. Pursuant to Item 7 (a) (4) of Form 8-K, the Registrant is filing the following additional financial statements for the acquired business. These statements supplement those filed earlier on Form 8-K and are incorporated by reference to Item 7 (b) of this report, specifically pages F-2 and F-7. Combined Balance Sheet of Boney Wilson & Sons, Inc. and Wilson Brothers Partnership as of June 18, 1994. Combined Statement of Earnings of Boney Wilson & Sons, Inc. for the period January 1, 1994 to June 18, 1994. (b) Pro Forma Financial Information. Pursuant to Item 7 (a) (4) of Form 8-K, the Registrant is filing the following pro forma financial information relating to the acquired business. The following statements are located at Pages F-2 through F-8 of this report: Pro Forma Condensed Balance Sheet as of July 2, 1994. Notes to Pro Forma Balance Sheet. Pro Forma Condensed Statement or Earnings for the year ended January 1, 1994. Notes to Pro Forma Statement or Earnings for the year ended January 1, 1994. Pro Forma Condensed Statement or Earnings for the six-months ended July 2, 1994. Notes to Pro Forma Statement or Earnings for the six-months ended July 2, 1994. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. HANNAFORD BROS. CO. Date: September 30, 1994 By: s/Charles H. Crockett Charles H. Crockett Assistant Secretary HANNAFORD BROS. CO. & SUBSIDIARIES PRO FORMA FINANCIAL STATEMENT INDEX Description Page Pro Forma Condensed Balance Sheet as of July 2, 1994 F-2 Notes to Pro Forma Balance Sheet F-4 Pro Forma Condensed Statement of Earnings for the year ended January 1, 1994 F-5 Notes to Pro Forma Condensed Statement of Earnings for the year ended January 1, 1994 F-6 Pro Forma Condensed Statement of Earnings for the six-months ended July 2, 1994 F-7 Notes to Pro Forma Condensed Statement of Earnings for the six months ended July 2, 1994 F-8 HANNAFORD BROS. CO. AND SUBSIDIARIES PRO FORMA CONDENSED BALANCE SHEET The following pro forma condensed balance sheet combines the consolidated balance sheet for Hannaford Bros. Co. and Subsidiaries as of July 2, 1994 and the combined balance sheet for Boney Wilson & Sons, Inc. and Wilson Brothers Partnership (Boney Wilson & Sons, Inc. -- Combined Entities) as of June 18, 1994 after giving effect to the adjustments described in Note A below. This pro forma condensed balance should be read in conjunction with the financial statements and related notes of Boney Wilson & Sons, Inc. --Combined Entities included elsewhere in this filing and Hannaford Bros. Co. and Subsidiaries' Form 10-Q dated July 2, 1994.
Hannaford Bros. Wilson's Co. as of as of Pro forma Combined July 2, 1994 June 18, 1994 Adjustments Pro forma (Unaudited) (Unaudited) (Unaudited) (Unaudited) Current assets: Cash $110,717,768 $ 3,999,187 $(112,454,504) (1) $ 2,262,451 Accounts receivable, net 15,944,189 19,285 1,137,546 (2) 17,101,020 Deposits 4,570,299 4,570,299 Inventory 119,415,586 7,422,428 1,438,575 (3) 128,276,589 Prepaid expenses 4,980,641 87,030 5,067,671 Deferred income taxes 7,350,000 7,350,000 Total current assets 258,408,184 16,098,229 164,628,030 Property, plant and equipment, net 444,119,618 31,333,689 7,432,464 (4) 482,885,771 Leased property 53,529,590 1,272,486 54,802,076 Investment in financing leases 1,770,728 175,953 1,946,681 Other assets 50,578,189 543,668 66,537,454 (5) 117,659,311 Total assets $808,406,309 $ 49,424,025 $821,921,869 /TABLE
Hannaford Bros. Wilson's Co. as of as of Pro forma Combined July 2, 1994 June 18, 1994 Adjustments Pro forma (Unaudited) (Unaudited) (Unaudited) (Unaudited) Current liabilities: Current maturities of long- term debt $ 6,467,480 $ 101,511 900,000 (6) $ 7,468,991 Obligations under capital leases 1,318,729 15,895 1,334,624 Accounts payable-trade 74,903,093 3,311,788 78,214,881 Other accrued expenses 44,734,349 1,172,870 45,907,219 Income taxes 3,780,857 3,780,857 Total current liabilities 131,204,508 4,602,064 136,706,572 Deferred income tax liabilities 22,765,133 22,765,133 Other liabilities 20,156,977 1,145,602 (722,724)(7) 20,579,855 Long term debt 149,900,735 547,279 3,600,000 (6) 154,048,014 Obligations under capital leases 63,198,017 1,443,339 64,641,356 Common Stock 31,140,671 133,760 (64,127)(8)(9) 31,210,304 Additional paid-in capital 105,459,906 1,930,367 (8) 107,390,273 Preferred stock purchase rights 415,209 415,209 Retained earnings 284,165,153 40,553,949 (40,553,949)(1)(7)(9) 284,165,153 Partners' capital 998,032 (998,032)(9) Total shareholders' equity 421,180,939 41,685,741 423,180,939 Total liabilities and shareholders' equity $808,406,309 $ 49,424,025 $821,921,869 /TABLE NOTES TO PRO FORMA BALANCE SHEET A. The adjustments to the pro forma balance sheet assume the acqui- sition of Boney Wilson & sons, Inc.--Combined Entities by Hannaford Bros. Co. was consummated on July 2, 1994. The following adjustments have been provided in connection with the acquisition pursuant to Accounting Principles Board Opinion Number 16: 1. Adjustment to number the cash payment in acquiring Boney Wilson & Sons,. Inc.--Combined Entities of $112,401,788 and elimination of Wilson's Brothers Partnership cash balance totalling $52,716 not acquired. 2. Adjustment to record certain receivables previously accounted for on the cash basis by Boney Wilson & Sons,Inc.--Combined Entities. 3. Elimination of Boney Wilson & Sons, Inc.--Combined Entities' LIFO reserve to adjust the inventory to fair market value. 4. Adjustment to reflect the cost of Boney Wilson & Sons, Inc. --Combined Entities' fixed assets to their fair market value of $38,766,153. 5. Adjustment for goodwill and similar assets. 6. Adjustment to record promissory note incurred to finance a portion of the acquisition of Boney Wilson & Sons, Inc.--Com- bined Entities of $4,500,000; the portion due within the next twelve months is $900,000. 7. Elimination of a Boney Wilson & Sons, Inc.--Combined Entities' deferred compensation plan not assumed by Hannaford Bros. Co. 8. Adjustments to reflect the issuance of Hannaford Bros. Co. common stock totalling $2,000,000 in conjunction with the purchase of Boney Wilson & Sons, Inc.-- Combined Entities. 9. Elimination of Boney Wilson & Sons, Inc.--combined Entities' equity accounts. HANNAFORD BROS. CO. AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF EARNINGS The following pro forma condensed statement of earnings combines the consolidated statement of earnings for Hannaford Bros. Co. and Subsidiaries for the year ended January 1, 1994 and the combined statement of earnings for Boney Wilson and Sons, Inc.--Combined Entities for the year ended December 31, 1993 after giving effect to the pro forma adjustments described in Note B below. This pro forma condensed statement of earnings should be read in conjunction with the financial statements and related notes of Boney Wilson & Sons, Inc. --Combined Entities included elsewhere in this filing and Hannaford Bros. Co. and Subsidiaries' Form 10-K dated January 1, 1994. This statement does not purport to be indicative of the results which actually would have occurred had the acquisition been made on or prior to January 3, 1993.
Hannaford Bros. Wilson's Co. for the for the year ended year ended Pro forma Combined January 1, 1994 December 31, 1993 Adjustments Pro forma (Unaudited) (Unaudited) Net sales and other revenues $2,054,889,006 $187,851,502 $2,242,740,508 Expenses: Cost of goods sold 1,543,931,999 150,048,755 35,796 (5) 1,694,016,550 Selling, general and admin- istrative expenses 399,436,896 26,105,572 3,651,855 (1) (3) 429,194,323 Interest expense, net 19,336,831 (113,449) 4,237,282 (2) (3) 23,460,664 Total operating expenses 1,962,705,726 176,040,878 2,146,671,537 Earnings before income taxes 92,183,280 11,810,624 96,068,971 Income taxes 37,578,032 1,583,808 (4) 39,161,840 Earnings before cumulative effect of change in accounting principle 54,605,248 11,810,624 56,907,131 Cumulative effect to January 3, 1993 of change in income tax accounting 2,100,000 2,100,000 Net earnings $ 56,705,248 $ 11,810,624 $ 59,007.131 Per share of common stock: Earnings before cumulative effect of change in accounting principle 1.33 1.38 Cumulative effect to January 3, 1993 of change in income tax accounting .05 .05 Net earnings $1.38 $1.43 Weighted average number of shares outstanding 41,049,000 41,141,844 /TABLE NOTES TO PRO FORMA STATEMENT OF EARNINGS B. The adjustments to the pro forma statement of earnings assume the acquisition of Boney Wilson & Sons, Inc.---Combined Entities stores by Hannaford Bros. Co. was consummated on January 3, 1993. The following adjustments have been provided in connection with the acquisition pursuant to Accounting Principle Board Opinion Number 16: 1. Elimination of the current year's deferred compensation of $111,835 recorded Boney Wilson & Sons, Inc.--Combined Entities which was not assumed by Hannaford Bros. Co. 2. Additional interest expense of $270,000 resulting from the issuance of a promissory note at applicable rates and additional interest expense of $33,219 resulting from imputation of interest on non-compete agreements. 3. a. Additional amortization expense of $3,484,921 on goodwill and similar assets. Goodwill and similar assets are being amortized over periods ranging from 5 to 20 years. b. Additional depreciation expense of $278,769 on equipment purchased which is being depreciated over periods of 1.5 to 30 years. c. Reduction of interest income of $3,934,063 resulting from reduced investment balances at applicable rates. 4. Adjustment to income taxes for revised net income. 5. Elimination of the current year's LIFO charge recorded by Boney Wilson & Sons, Inc.-- Combined Entities. HANNAFORD BROS. CO. AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF EARNINGS The following pro forma condensed statement of earnings combines the consolidated statement of earnings for Hannaford Bros. Co. and Subsidiaries for the six months ended July 2, 1994 and the combined statement of earnings for Boney Wilson & Sons, Inc.--Combined Entities for the period from January 1, 1994 to June 18, 1994 after giving effect to the pro forma adjustments described in Note C below. This pro forma condensed statement of earnings should be read in conjunction with the financial statements and related notes of Boney Wilson & Sons, Inc.--Combined Entities included elsewhere in this filing and Hannaford Bros. Co. and subsidiaries' Form 10-Q dated July 2, 1994. This statement does not purport to be indicative of the results which actually would have occurred had the acquisition been made on or prior to January 2, 1994.
Hannaford Bros. Co. Wilson's for the for the six period from months ended January 1, 1994 to Pro forma Combined July 2, 1994 June 18, 1994 Adjustments Pro forma (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net sales and other revenues $1,057,293,871 $ 94,081,926 $1,151,375,797 Expenses: Cost of goods sold 797,416,478 74,568,130 (7,012)(5) 871,977,596 Selling, general and admini- strative expenses 205,485,629 14,072,849 1,819,560 (1) (3) 221,378,038 Interest expense, net 9,945,285 (15,830) 2,286,014 (2) (3) 12,215,469 Total operating expenses 1,012,847,392 88,625,149 1,105,571,103 Earnings before income taxes 44,446,479 5,456,777 45,804,694 Income taxes 17,978,783 549,404 (4) 18,528,187 Net earnings $ 26,467,696 $ 5,456,777 $ 27,276,507 Net earnings per share of common stock $.64 $.66 Weighted average number of shares outstanding 41,389,123 41,481,967 /TABLE NOTES TO PRO FORMA STATEMENT OF EARNINGS C. The adjustments to the pro forma statement of earnings assume the acquisition of Boney Wilson & Sons, Inc.---Combined Entities stores by Hannaford Bros. Co. was consummated on January 2, 1994. The following adjustments have been provided in connection with the acquisition pursuant to Accounting Principle Board Opinion Number 16: 1. Elimination of the current year's deferred compensation of $51,714 recorded Boney Wilson & Sons, Inc.--Combined Entities which was not assumed by Hannaford Bros. Co. 2. Additional interest expense of $135,000 resulting from the issuance of a promissory note at applicable rates and additional interest expense of $15,380 resulting from imputation of interest on non-compete agreements. 3. a. Additional amortization expense of $1,731,888 on goodwill and similar assets. Goodwill and similar assets are being amortized over periods ranging from 5 to 20 years. b. Additional depreciation expense of $139,386 on equipment purchased which is being depreciated over periods of 1.5 to 30 years. c. Reduction of interest income of $2,135,634 resulting from reduced investment balances at applicable rates. 4. Adjustment to income taxes for revised net income. 5. Elimination of the current year's LIFO charge recorded by Boney Wilson & Sons, Inc.-- Combined Entities. -----END PRIVACY-ENHANCED MESSAGE-----