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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
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."
<PAGE>
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.
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
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
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<CHANGES> 0
<NET-INCOME> 15,590
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
