-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KDSJathtPqD1S1bvz7ftXewDRdlOBeQ7G4GctdpVMovNKygUrDrlsnp/s6REhl2+ Dp5HVPbGlTn6I7E0+sZhDA== 0000045379-97-000006.txt : 19970507 0000045379-97-000006.hdr.sgml : 19970507 ACCESSION NUMBER: 0000045379-97-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970329 FILED AS OF DATE: 19970506 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANNAFORD BROTHERS CO CENTRAL INDEX KEY: 0000045379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 010085930 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07603 FILM NUMBER: 97596492 BUSINESS ADDRESS: STREET 1: 145 PLEASANT HILL RD CITY: SCARBOROUGH STATE: ME ZIP: 04074 BUSINESS PHONE: 2078832911 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-7603 HANNAFORD BROS. CO. (Exact name of Registrant as specified in its charter) MAINE 01-0085930 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 145 PLEASANT HILL ROAD, SCARBOROUGH, MAINE 04074 (Address of principal executive offices; Zip Code) Registrant's telephone number, including area code: (207) 883-2911 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . As of May 1, 1997, there were 42,295,691 outstanding shares of Common Stock, $.75 par value, the only authorized class of common stock of the Registrant. TABLE OF CONTENTS PART I FINANCIAL INFORMATION Page No. Item 1. Financial Statements: Consolidated Balance Sheets, March 29, 1997 and December 28, 1996 3-4 Consolidated Statements of Earnings, Three Months Ended March 29, 1997 and March 30, 1996 5 Consolidated Statements of Cash Flows, Three Months Ended March 29, 1997 and March 30, 1996 6-7 Notes and Schedules to Consolidated Financial Statements 8-10 Item 2. Management's Discussion and Analysis of First Quarter 1997 Results 11-16 PART II Item 5. Other Information and Signatures 17 Item 6. Exhibits and Reports on Form 8-K 17 HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (In thousands) (UNAUDITED) March 29, December 28, 1997 1996 Current assets: Cash and cash items $ 50,890 $ 42,505 Accounts receivable, net 14,451 17,384 Inventories 175,071 191,658 Prepaid expenses 6,167 5,834 Deferred income taxes 5,738 4,589 Total current assets 252,317 261,970 Property, plant and equipment, net 748,214 723,176 Leased property under capital leases, net 58,858 59,918 Other assets: Goodwill, net 94,271 95,654 Deferred charges, net 27,189 26,332 Computer software costs, net 14,207 13,658 Miscellaneous assets 2,177 3,019 Total other assets 137,844 138,663 $1,197,233 $1,183,727 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands except share amounts) (UNAUDITED) March 29, December 28, 1997 1996 Current liabilities: Current maturities of long-term debt $ 12,033 $ 14,213 Obligations under capital leases 1,826 1,775 Accounts payable 173,442 177,895 Accrued payroll 19,801 22,554 Other accrued expenses 20,872 21,205 Income taxes 9,318 2,532 Total current liabilities 237,292 240,174 Deferred income tax liabilities 24,586 23,757 Other liabilities 47,111 47,917 Long-term debt 236,001 227,525 Obligations under capital leases 74,721 75,198 Shareholders' equity: Class A Serial Preferred stock, no par, authorized 2,000,000 shares - - Class B Serial Preferred stock, par value $.01 per share, authorized 28,000,000 shares - - Common stock, par value $.75 per share: Authorized 110,000,000 shares; March 29, 1997: Issued, 42,338,316 shares, outstanding 42,293,246 shares. December 28, 1996: Issued 42,338,316 shares, outstanding 42,280,695 shares. 31,754 31,754 Additional paid-in capital 117,553 119,399 Preferred stock purchase rights 423 423 Retained earnings 429,337 419,459 579,067 571,035 Less common stock in treasury (March 29, 1997: 45,070 shares at cost. December 28, 1996: 57,621 shares at cost) 1,545 1,879 Total shareholders' equity 577,522 569,156 $1,197,233 $1,183,727 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands except per share data) (UNAUDITED) THREE MONTHS ENDED March 29, March 30, 1997 1996 Sales and other revenues $759,923 $690,525 Cost of sales 574,273 522,689 Gross margin 185,650 167,836 Selling, general and administrative expenses 153,874 138,063 Operating profit 31,776 29,773 Interest expense, net 6,474 5,468 Earnings before income taxes 25,302 24,305 Income taxes 9,712 9,631 Net earnings $ 15,590 $ 14,674 Per share of common stock: Net earnings $ .37 $ .35 Cash dividends $ .135 $ .120 Weighted average number of common shares outstanding 42,271 42,305 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (UNAUDITED) THREE MONTHS ENDED March 29, March 30, 1997 1996 Cash flows from operating activities: Net income $ 15,590 $ 14,674 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 21,568 17,785 Decrease in inventories 16,587 6,569 Decrease in receivables and prepayments 2,588 768 Decrease in accounts payable and accrued expenses (8,286) (1,049) Increase in income taxes payable 6,787 7,742 Increase (decrease) in deferred taxes (319) 320 Other operating activities (51) 193 Net cash provided by operating activities 54,464 47,002 Cash flows from investing activities: Acquisition of property, plant and equipment (43,434) (34,182) Sale of property, plant and equipment, net 778 1,465 Increase in deferred charges (861) (1,521) Increase in computer software costs (1,207) (1,420) Net cash used in investing activities (44,724) (35,658) Cash flows from financing activities: Principal payments under capital lease obligations (426) (335) Proceeds from issuance of long-term debt 20,000 36,000 Payments of long-term debt (13,704) (13,330) Issuance of common stock 3,539 4,100 Purchase of treasury stock (5,052) (5,642) Dividends paid (5,712) (5,076) Net cash provided by (used in) financing activities (1,355) 15,717 Net increase in cash and cash items 8,385 27,061 Cash and cash items at beginning of period 42,505 7,017 Cash and cash items at end of period $ 50,890 $ 34,078 See accompanying notes to consolidated financial statements. HANNAFORD BROS. CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Supplemental disclosures of cash flow information (Dollars in thousands) (UNAUDITED) THREE MONTHS ENDED March 29, March 30, Cash paid during the first quarter for: 1997 1996 Interest (net of amount capitalized, $657 in 1997 and $516 in 1996) $5,277 $4,040 Income taxes $3,087 $ 327 Disclosure of accounting policy For the purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments with maturities of three months or less when purchased, to be cash items. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the amounts shown reflect all adjustments necessary to present fairly the financial position and results of operations for the periods presented. All such adjustments are of a normal recurring nature. The year-end consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. Earnings per share of common stock have been determined by dividing net earnings by the weighted average number of shares of common stock outstanding. The assumed exercise of existing employee stock options has been excluded since it does not result in any material dilution. It is suggested that the financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following: (In thousands) (Unaudited) March 29, December 28, 1997 1996 Land and improvements $ 121,180 $ 117,218 Buildings 265,051 252,228 Furniture, fixtures & equipment 421,592 404,725 Leasehold interests & improvements 254,260 245,490 Construction in progress 29,609 31,850 1,091,692 1,051,511 Less accumulated depreciation and amortization 343,478 328,335 $ 748,214 $ 723,176 3. LEASED PROPERTY Leased property under capital leases consists of the following: (In thousands) (Unaudited) March 29, December 28, 1997 1996 Real property $83,047 $83,047 Less accumulated amortization 24,189 23,129 $58,858 $59,918 HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. LONG-TERM DEBT In February 1997, the Company received the proceeds of a $20 million senior uncollateralized debt financing. The term of the debt is 12 years with an average life of 10 years and an interest rate of 7.4%. 5. ACCOUNTING PRONOUNCEMENT In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128 - Earnings per Share. This Statement is effective for financial statements issued for periods ending after December 15, 1997 with earlier application not permitted. The Statement requires dual presentation of basic and diluted earnings per share on the income statement. The Company's basic earnings per share for fiscal 1997 will be calculated similar to its currently disclosed earnings per share. Diluted earnings per share will not be materially different from basic earnings per share. HANNAFORD BROS. CO. AND SUBSIDIARIES Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIRST QUARTER 1997 RESULTS RESULTS OF OPERATIONS SALES Sales and other revenues rose 10.1% for the first quarter of 1997, to $759.9 million, an increase of $69.4 million over the first quarter of 1996. Retail sales increased $65.9 million or 9.9% to $733.4 million, reflecting an increase of $19.3 million or 3.0% in sales from supermarkets that were open in both periods presented ("same store sales") and additional sales of $46.6 million from the net impact of new, expanded and closed stores. Other sales and revenues, which include wholesale, trucking, home delivery, real estate and miscellaneous retail operations, increased $3.5 million. Sales and other revenues from the Easter holiday occurred in the first quarter this year and the second quarter last year. Adjusting for estimated Easter sales, same store sales increases in the quarter were 2.1%. The 1997 increase sustains a positive trend that started in late 1993. GROSS MARGIN During the first three months of 1997, gross margin increased slightly to 24.4% of sales and other revenues in comparison to 24.3% for the comparable 1996 period. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses increased to 20.2% of sales and other revenues in the first quarter of 1997 as compared HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIRST QUARTER 1997 RESULTS to 20.0% in the first quarter of 1996. This increase is principally the result of additional costs of establishing the Company's position in its southeastern markets. INTEREST EXPENSE, NET Net interest expense expressed as a percentage of sales and other revenues was 0.9% in the first quarter of 1997 versus 0.8% in the first quarter of 1996. Net interest expense in the first quarter of 1997 was $6.5 million, an increase of 18.4% from the 1996 first quarter net interest expense of $5.5 million. This increase is primarily the result of an increase of average debt levels. INCOME TAXES The effective income tax rate decreased in the first quarter of 1997 to 38.4% from 39.6% in the first quarter of 1996. This lower rate is the result of a reduction in the Company's overall state income tax rate. Assuming there are not federal or state income tax rate changes, the Company expects the effective tax rate for fiscal 1997 to be in the 38% to 39% range. NET EARNINGS AND EARNINGS PER COMMON SHARE Net earnings increased 6.2% in the first quarter of 1997 to $15.6 million or 2.1% of sales and other revenues, an increase of $0.9 million from 1996 first quarter earnings of $14.7 million or 2.1% of sales and other revenues. This increase is the result of increased sales and gross margin, partially offset by an increase in selling, general and administrative expenses and net interest expense. Net earnings per common share in the first quarter of 1997 were $0.37 as compared to $0.35 in the first quarter of 1996, an increase of 5.7%. Due to its store opening schedule, the Company expects its earnings mix to be weighted more heavily toward the last half of the year. HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIRST QUARTER 1997 RESULTS CAPITAL RESOURCES AND LIQUIDITY GENERAL The current ratio (FIFO basis) on March 29, 1997 was 1.14 while working capital (FIFO basis) was $32.4 million, or 2.7% of total assets. On December 28, 1996, the current ratio (FIFO basis) was 1.16 while working capital (FIFO basis) was $38.9 million or 3.3% of total assets. The Company values the majority of its inventories using the LIFO method. The current cost of inventories exceeded the LIFO valuation by approximately $17.4 million on March 29, 1997 and $17.1 million on December 28, 1996. The Company's liquidity position is stronger than indicated by stated working capital and current ratios because of available unused lines of revolving credit of $58.8 million and available unused lines of short-term credit of $35.3 million on March 29, 1997. Cash and cash items increased $8.4 million to $50.9 million at March 29, 1997 from $42.5 million at December 28, 1996. This increase is primarily the result of cash provided by operating activities partially offset by cash used in investing and financing activities. CASH FLOWS FROM OPERATING ACTIVITIES Cash provided by operating activities was $54.5 million in the first quarter of 1997, an increase of $7.5 million over the $47.0 million provided in the first quarter of 1996. This increase is attributable to a decrease in inventories coupled with higher depreciation and amortization partially offset by a decrease in accounts payable and accrued expenses. CASH FLOWS FROM INVESTING ACTIVITIES Cash used in investing activities increased $9.1 million during the first quarter of 1997 to $44.7 million from $35.6 million during the first quarter of 1996. This increase is the result of increased capital expenditures during the period. Total capital HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIRST QUARTER 1997 RESULTS expenditures totalled $45.5 million in the first quarter of 1997 and were composed of $43.4 million in additions to property, plant and equipment and $2.1 million in deferred charges and computer software costs. These first quarter capital expenditures are primarily composed of costs incurred in meeting the Company's 1997 capital program. The Company expects to spend in excess of $175 million on new, relocated and expanded stores to open in 1997 and 1998, and improvements necessary to maintain current facilities and systems. During the first quarter of 1997, the Company opened 7 supermarkets including 2 new stores, 3 relocations and 2 expansions. In January 1997, the Company opened an expanded supermarket in Chelmsford, Massachusetts, with approximately 35,000 square feet of retail selling space. In January, the Company also opened a new store in Shallotte, North Carolina, with approximately 35,000 square feet of retail selling space. This new supermarket replaced a smaller, outdated facility. In February 1997, the Company opened a new supermarket in Danville, Virginia with approximately 41,000 square feet of retail selling space. Also in February, the Company opened an expanded supermarket as well as a new store in Wilmington, North Carolina, with approximately 41,000 square feet of retail selling space. The new supermarket replaced a smaller, outdated facility. In March 1997, the Company opened a new supermarket in Richmond, Virginia, with approximately 46,000 square feet of retail selling space which replaced a smaller, outdated facility. Also in March, the Company opened a new supermarket in Charlotte, North Carolina, with approximately 41,000 square feet of retail selling space. During the next three quarters, the Company expects to open 11 supermarkets including 7 new stores and 1 expansion in the Southeast and 1 new store and 2 relocations in the Northeast. This program is subject to continuing change and review as conditions warrant. Net square footage of retail selling space is HANNAFORD BROS. CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIRST QUARTER 1997 RESULTS expected to increase by more than 11% in 1997. Construction will also start on a number of stores to be opened in 1998. The 1997 capital program is being financed by internally generated funds, long-term debt, leases and lines of credit. CASH FLOWS FROM FINANCING ACTIVITIES Cash used in financing activities was $1.4 million in the first quarter of 1997 as compared to $15.7 million of cash provided by financing activities in the first quarter of 1997. This decrease is principally the result of reduced proceeds from the issuance of long-term debt (Note 4). During the first quarter of 1997, the Company utilized a portion of its debt proceeds to repay $10.3 million on its revolving lines of credit. The Company purchased 144,349 shares of common stock during the first quarter of 1997 at a cost of $5.1 million. The majority of this repurchased stock was used to fund the Company's stock based benefit plans with the balance being held in treasury. This amount was offset by proceeds of $3.5 million received during the first quarter of 1997 from the issuance of 156,900 shares of treasury stock. The Company paid $5.7 million in dividends to common shareholders in the first quarter of 1997. FORWARD-LOOKING INFORMATION From time to time, information provided by the Company or statements made by its associates may contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Examples of such statements in this report include those concerning the Company's expected future earnings, future tax rates, construction schedules and capital expenditures. The Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors and risks including, but not limited to the following: (1) Hannaford's future operating results are dependent on its ability to achieve increased sales and to control expenses. Factors such as lower than expected inflation, product cost fluctuations particularly in perishable categories, changes in product mix or the use of promotional items, both of which may affect pricing strategy, continued or increased competitive pressures from existing competitors and new entrants, including price cutting strategies, and deterioration in general or regional economic conditions are all factors which could adversely affect sales projections. Other components of operating results could be adversely affected by state or federal legislation or regulation that increases costs, increases in interest rates or the Company's cost of borrowing, increases in labor rates due to low unemployment or other factors, unanticipated costs related to the opening of new stores or the inability to control various expense categories. (2) Hannaford's future growth is dependent on its ability to expand its retail square footage. Increases in interest rates or the Company's cost of capital, the unavailability of funds for capital expenditures and the inability to develop new stores or convert existing stores as rapidly as planned are all risks to our projected future expansion. (3) Adverse determinations with respect to pending or future litigation or other material claims against Hannaford could affect actual results. Furthermore, the market price of Hannaford common stock could be subject to fluctuations in response to quarter to quarter variations in operating results, changes in analysts' earnings estimates, market conditions in the retail sector, especially in the supermarket industry, as well as general economic conditions and other factors external to Hannaford. PART II Item 5: Other Information A limited review was made of the results of the three-month period ended March 29, 1997, by Coopers & Lybrand L.L.P. Item 6: Exhibits and Reports on Form 8-K (a) There were no reports on Form 8-K filed during the first quarter. (b) Exhibits required by Item 601 of Regulation S-K 10.1 First Amendment to the Hannaford Southeast Savings & Investment Plan, effective generally as of July 1, 1995. 15 Letter from Coopers & Lybrand L.L.P. furnished pursuant to Regulation S-X. 23 Letter from Coopers & Lybrand L.L.P furnished pursuant to Rule 436(c) under the Securities Act of 1933. 27 Financial Data Schedule SIGNATURES 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. HANNAFORD BROS. CO. Date May 6, 1997 s/Blythe J. McGarvie Blythe J. McGarvie Senior Vice President (Chief Financial Officer) Date May 6, 1997 s/Charles H. Crockett Charles H. Crockett Assistant Secretary EX-10 2 Exhibit 10.1 FIRST AMENDMENT TO THE HANNAFORD SOUTHEAST SAVINGS AND INVESTMENT PLAN The Hannaford Southeast Savings and Investment Plan, formerly the Boney Wilson & Sons, Inc. Retirement Savings Plan (the "Plan"), was last amended and restated effective generally July 1, 1995. The Plan is hereby further amended in the following respects. 1. The terms used in this Amendment shall have the meanings set forth in the Plan unless the context indicates otherwise. 2. Section 3.1 is hereby amended to read as follows: "3.1 DATE OF PARTICIPATION. Each Employee who is a Participant on the Effective Date shall continue to participate in the Plan in accordance with its terms. Each Employee who is in the employ of an Employer on the Effective Date and who meets the requirements of Section 3.2 on or before June 30, 1995, shall be eligible to participate in the Plan as of the Effective Date. Except as hereinafter provided, each other Employee who thereafter meets the requirements of Section 3.2 shall be eligible to participate in the Plan as of the first day of the second (or any subsequent) calendar month following the calendar month in which he or she meets such requirements, provided he or she is still in the employ of an Employer on such date. Effective November 1, 1995, each Employee who first becomes an Employee before November 1, 1995, and who was previously employed by Farm Fresh, Inc. immediately prior to becoming an Employee shall be eligible to participate in the Plan as of the later of November 1, 1995, or the first day of the second (or any subsequent) calendar month following the calendar month in which he or she meets the requirements of Section 3.2, provided he or she is still in the employ of an Employer on such date. For purposes of determining whether such Employee has completed a Year of Participation Service, his or her service with Farm Fresh, Inc. shall be taken into account." 3. Section 8.4 is hereby amended by adding a new paragraph at the end thereof to read as follows: "Notwithstanding the foregoing provisions of this Section to the contrary, the portion of the Discretionary Contribution for the 1995 Plan Year designated by the Administrative Committee as "adjustment amount" shall be allocated as of September 30, 1995, to the Accounts of those Participants whose June 30, 1995, Account balances included an investment in the 1994 Guaranteed Interest Account maturing on December 31, 1998, under Group Annuity Contract #4-07124, issued by The Principal Financial Group ("GIA"). Such allocation shall be in proportion to each such Participant's investment in the GIA and shall reflect the market value adjustment charged to the Participant's Account as a result of termination of the GIA prior to December 31, 1998. For purposes of this paragraph, the term "Participant" shall include any Former Participant whose June 30, 1995, Account balance included an investment in the GIA." 4. Except as otherwise provided herein, this Amendment shall be effective July 1, 1995. EX-15 3 Exhibit 15 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Hannaford Bros. Co.: We have reviewed the accompanying consolidated balance sheet of Hannaford Bros. Co. and Subsidiaries as of March 29, 1997, and the related consolidated statements of earnings and cash flows for the three month periods ended March 29, 1997 and March 30, 1996. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We previously audited and expressed an unqualified opinion on the Company's consolidated financial statements for the year ended December 28, 1996 (not presented herein). In our opinion, the information set forth in the accompanying balance sheet as of December 28, 1996, is fairly stated in all material respects, in relation to the statement of financial position from which it has been derived. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. s/Coopers & Lybrand L.L.P. Portland, Maine April 17, 1997 EX-23 4 Exhibit 23 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: Hannaford Bros. Co. Registrations on Form S-8 We are aware that our report dated April 17, 1997, on our review of interim financial information of Hannaford Bros. Co. and Subsidiaries as of March 29, 1997 and for the three month periods ended March 29, 1997 and March 30, 1996, and included in this Form 10-Q is incorporated by reference in the Company's registration statements on Form S-8 (Numbers 2-77902, 2-98387, 33-1281, 33-22666, 33-31624, 33-45273, 33-60119, 33-60655 and 33-60691). Pursuant to rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the Registration Statements prepared or certified by us within the meaning of Sections 7 and 11 of that Act. s/Coopers & Lybrand L.L.P. Portland, Maine May 2, 1997 EX-27 5
5 1,000 3-MOS JAN-03-1998 MAR-29-1997 50,890 0 14,664 213 175,071 252,317 1,091,692 343,473 1,197,233 237,292 310,722 0 0 31,754 545,768 1,197,233 759,923 759,923 574,273 574,273 153,874 0 6,474 25,302 9,712 15,590 0 0 0 15,590 .37 .37
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