<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1999 Commission File Number 0-8894
-------------- ------------------------
BENJAMIN MOORE & CO.
- --------------------------------------------------------------------------------
(Exact Name of registrant as specified in its charter)
New Jersey 13-5256230
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 Chestnut Ridge Road, Montvale, New Jersey 07645
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 573-9600
-----------------------------
None
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if
changed since last report.
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 10, 1999, 8,899,193 shares of Common Stock of the registrant were
issued and outstanding.
-1-
<PAGE>
BENJAMIN MOORE & CO. and Subsidiaries
INDEX
PAGE NO.
Part I. Financial Information
Condensed Consolidated Statements of Income and
Comprehensive Income-
Three Months Ended March 31, 1999 and 1998.............. 3
Condensed Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998.................... 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998.............. 5
Notes to Condensed Consolidated Financial Statements........ 6 - 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 9 - 12
Part II. Other Information........................................ 13 - 15
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
BENJAMIN MOORE & CO. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Net Sales ................................. $ 170,526 $ 152,403
--------- ---------
Costs and expenses:
Cost of products sold ................. 99,985 92,819
Selling, general and administrative ... 51,252 46,089
Other (income) expense, net ........... (1,589) (535)
--------- ---------
Total costs and expenses .......... 149,648 138,373
--------- ---------
Income before taxes and minority
interest ............................... 20,878 14,030
Income tax provision ...................... 8,932 5,984
Minority interest in net income (loss) of
subsidiaries ........................... 178 (11)
--------- ---------
Net income ................................ $ 11,768 $ 8,057
--------- ---------
Other comprehensive income, net of tax:
Foreign currency translation adjustment
(Net of tax of $239 and $(32) for March
1999 and 1998, respectively) .......... 319 (43)
--------- ---------
Comprehensive income ...................... $ 12,087 $ 8,014
========= =========
Cash dividends declared per share of
common stock ........................... $ .50 $ .45
========= =========
Basic earnings per share (Note 3) ......... $ 1.33 $ .91
========= =========
Diluted earnings per share (Note 3) ....... $ 1.32 $ .91
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
BENJAMIN MOORE & CO. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ---------
(Unaudited) (a)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................ $ 92,313 $ 97,249
Accounts and notes receivable - net .................. 115,119 83,100
Inventories:
Finished goods, net ................................. 42,799 39,066
Raw materials and supplies .......................... 22,551 29,965
--------- ---------
Net .............................................. 65,350 69,031
Prepaid expenses and other current assets ............ 20,737 23,892
--------- ---------
Total current assets ............................. 293,519 273,272
Property, plant and equipment - net ...................... 89,582 86,651
Other non-current assets ................................. 36,546 32,062
--------- ---------
Total assets ..................................... $ 419,647 $ 391,985
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt 6,029 7,397
Accounts payable ..................................... 35,806 27,980
Other liabilities and accrued expenses ............... 45,345 32,489
--------- ---------
Total current liabilities ........................ 87,180 67,866
--------- ---------
Pension and other long-term benefits ..................... 27,753 27,566
--------- ---------
Long-term obligations .................................... 18,811 20,581
--------- ---------
Minority shareholders' interest in net
assets of subsidiaries ................................ 5,828 8,447
--------- ---------
Shareholders' equity:
Preferred stock, $10 par value - authorized
500,000 shares; issued - none
Common stock, $10 par value - authorized
40,000,000 shares; issued 13,164,312 shares ....... 131,643 131,643
Additional paid-in capital .......................... 46,209 41,206
Retained earnings ................................... 276,322 268,949
Accumulated other comprehensive income - foreign
currency translation adjustment ................... (5,595) (5,914)
Cost of treasury stock; 4,260,720 shares at
March 31, 1999 and 4,307,430 shares at
December 31, 1998 ................................. (153,406) (152,380)
Employees' stock ownership and stock purchase
plan notes ........................................ (15,098) (15,979)
--------- ---------
Shareholders' equity - net ....................... 280,075 267,525
--------- ---------
Total liabilities and shareholders' equity ....... $ 419,647 $ 391,985
========= =========
</TABLE>
(a) The condensed consolidated balance sheet at December 31, 1998 has been
derived from the audited financial statements at that date.
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
BENJAMIN MOORE & CO. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1999 1998
-------- --------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................. $ 11,768 $ 8,057
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ....................... 3,192 2,157
Minority interest in net income (loss) of
subsidiaries ...................................... 178 (11)
Other ............................................... 178 359
Change in assets and liabilities, net of assets sold:
Increase in accounts and notes receivable ....... (32,044) (26,579)
Decrease in inventories ......................... 3,853 2,992
Increase in other current liabilities ........... 18,136 8,341
Other ........................................... (2,199) 1,952
-------- --------
Net cash provided by (used in)
operating activities ..................... 3,062 (2,732)
-------- --------
Cash flows from investing activities:
Payments for purchase of property, plant and
equipment ............................................. (5,454) (1,699)
Proceeds from sale of White Knight assets .............. 3,654
Other .................................................. (43) 177
-------- --------
Net cash used in investing activities ...... (1,843) (1,522)
-------- --------
Cash flows from financing activities:
Net (repayments) proceeds from short-term debt ......... (1,367) 299
Payment of dividends ................................... (4,324) (3,897)
Purchase of treasury stock ............................. (1,269) (4,780)
Other .................................................. 922 917
-------- --------
Net cash used in financing activities ...... (6,038) (7,461)
-------- --------
Effect of exchange rate changes on cash .................... (117) (79)
-------- --------
Net decrease in cash ....................................... (4,936) (11,794)
Cash and cash equivalents at beginning of period ........... 97,249 43,899
-------- --------
Cash and cash equivalents at end of period ................. $ 92,313 $ 32,105
======== ========
Supplemental disclosures of cash flow information:
Interest paid .......................................... $ 82 $ 375
Income taxes paid ...................................... $ 3,519 $ 5,211
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE>
BENJAMIN MOORE & CO. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share Amounts)
1. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of its
financial position as of March 31, 1999 and the results of operations for
the three month periods ended March 31, 1999 and 1998, and changes in cash
flows for the three months ended March 31, 1999 and 1998. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
The results of operations for the three month periods ended March 31, 1999
and 1998 are not necessarily indicative of operations for the entire year.
2. Certain reclassifications have been made in the 1998 financial statements
to conform to the method of presentation used in 1999.
3. The components of the denominator for basic earnings per common share and
diluted earnings per common share are as follows:
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31,
1999 1998
----------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER COMMON SHARE:
Weighted average common shares outstanding 8,880,695 8,857,721
DILUTED EARNINGS PER COMMON SHARE:
Plus stock options assumed to be exercised 11,256 12,618
--------------------------
Denominator for diluted earnings per common share 8,891,951 8,870,339
==========================
</TABLE>
4. During the third quarter of 1997, the board of directors approved and
implemented a strategic restructuring program designed to improve operating
efficiency and industry competitiveness. This plan resulted in the Company
recording a pre-tax charge of $33,388 including employee separation costs
of $29,683 and asset impairments and other charges of $3,705 during the
third quarter of 1997. The Company streamlined its operations by reducing
its workforce, consolidating certain manufacturing facilities and disposing
of excess equipment.
Over 90% of all separations were completed by December 31, 1997 with the
remainder completed during 1998. Exclusive of pension and postretirement
enhancements, the remaining restructuring liability as of March 31, 1999,
relating primarily to dismantling and facility costs, is $2,437. During the
first quarter 1999 and 1998, cash payments charged against the reserve were
$325 and $4,127, respectively.
5. The Company manufactures and sells coatings for use by the general public
and industrial and commercial users in the U.S., Canada, New Zealand and
Australia. As discussed in Note 6, during the first quarter of 1999 the
Company sold certain
-6-
<PAGE>
assets of its Australian subsidiary. Transfers between geographic areas are
eliminated in consolidation. The Company has two reportable segments - (1)
U.S. and (2) Canada. Business groups within these two segments are trade
sales coatings, production finishes coatings, and retail. Also included in
the Company's consolidated financial statements, but not considered a
reportable segment, are the international businesses in New Zealand and
Australia.
Segment data includes intersegment net sales. The Company evaluates the
performance of its segments based upon net sales to external customers and
net income (loss).
The Company does not have any customers to which sales exceed 10% of total
sales.
Operating results by reportable segment and geographic area for
the quarter ending March 31 are as follows:
<TABLE>
<CAPTION>
ALL RECONCILING CONSOLIDATED
1999 UNITED STATES CANADA OTHERS ITEMS TOTALS
------------- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C>
Net Sales $149,620 $18,332 $ 4,071 $ (1,497) $170,526
Net Sales to External
Customers $149,620 $16,835 $ 4,071 $170,526
Net Income (Loss) $ 11,957 $ 1,306 $ (471) $ (1,024) $ 11,768
1998
Net Sales $131,303 $18,419 $ 3,844 $ (1,163) $152,403
Net Sales to External
Customers $131,303 $17,256 $ 3,844 $152,403
Net Income (Loss) $ 8,037 $ 1,021 $ (279) $ (722) $ 8,057
</TABLE>
Reconciling items primarily consist of the elimination of sales and cost of
sales between segments. The following table represents net sales to
external customers by business group:
1999 1998
Trade Sales Coatings $144,712 $127,839
Production Finishes Coatings 13,223 13,687
Retail 12,591 10,877
-------- --------
Total $170,526 $152,403
======== ========
6. During the first quarter of 1999, the Company sold certain assets
consisting of inventory and property of the White Knight Paints Pty Limited
subsidiary in Australia.
-7-
<PAGE>
7. SUBSEQUENT EVENTS
The Board of Directors of Benjamin Moore & Co. on April 15, 1999 declared a
stock split pursuant to which each outstanding share of Common Stock, par
value $10.00 per share, of the Company held by a shareholder of the Company
on the record date of July 1, 1999 and each such share held in the treasury
of the Company on the record date of July 1, 1999 will be divided into
three (3) shares of Common Stock. In connection with the stock split, and
as permitted under New Jersey law, the Board of Directors of the Company
also determined that the authorized Common Stock of the Company shall be
increased from 40,000,000 shares to 120,000,000 shares and the par value of
the Common Stock shall be decreased from $10.00 per share to $3.33 1/3 per
share. The date of distribution will be August 2, 1999.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
OPERATING RESULTS
The Company achieved record sales and net income for the quarter ended
March 31, 1999.
Net sales for the quarter ended March 31, 1999 increased 11.9% over last
year's first quarter to $170,526 primarily due to increased gallons sold across
all major product lines.
Net sales in the United States ("U.S.") of $149,620 increased by 14.0% for
the first quarter 1999 compared to the comparable period in the prior year. The
increase in sales was primarily due to increased purchasing prior to a price
increase effective March 1st as well as mild weather conditions and a strong
U.S. economy. Net sales in Canada of $16,835 decreased by 2.4% in the first
quarter of 1999 as compared to 1998 while unit volume growth increased by 1.1%.
The difference between Canadian net sales and unit volume growth rates was
primarily due to a decline in foreign currency exchange rates. Excluding the
effect of such exchange rate fluctuations, the first quarter 1999 Canadian net
sales increased by 3.6% as compared to the first quarter of 1998.
Gross margin increased from 39.1% in the first quarter 1998 to 41.4% for
the quarter ended March 31, 1999. The improved gross margin in the first quarter
of 1999 primarily resulted from sales gains in higher-margin product lines,
lower raw material costs and a price increase across all major product lines.
Selling, general and administrative expenses ("SG&A") as a percent of sales
decreased to 30.1% for the first quarter of 1999 as compared to 30.2% for the
same period last year. SG&A of $51,252 for the first quarter of 1999 increased
by $5,163 as compared to the prior year quarter. This increase in SG&A spending
is primarily due to higher advertising and promotion expenses.
The increase in "other (income) expense, net" resulted from increased
interest income on a higher average cash position during 1999 as compared to
1998.
Income before taxes and minority interest was $20,878, an increase of
$6,848 compared to the previous year first quarter. The increase is primarily
attributable to the Company's strong sales and volume growth as well as improved
gross margins. The resulting effective income tax rate in 1999 was 42.8% as
compared to 42.6% in 1998.
As a result of the foregoing, the Company generated net income for the
first quarter of 1999 of $11,768 as compared to $8,057 in 1998. Basic and
diluted net income per share for 1999 were $1.33 and $1.32, respectively, an
increase of $.42 and $.41, respectively, compared to 1998.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
FINANCIAL POSITION AND LIQUIDITY
Net cash flows provided by operating activities were $3,062 for the first
quarter ended March 31, 1999, which was $5,794 higher than the comparable period
in 1998. Cash flow from operations continues to be the primary source of
financing the Company's growth. During the first quarter of 1998 the Company
paid approximately $4,127 in severance and related employee benefits resulting
from the third quarter 1997 restructuring program as compared to payments of
only $325 in the first quarter of 1999. The increase in accounts and notes
receivable is primarily due to the 11.9% increase in sales for the first quarter
ended March 31, 1999 as compared to the 1998 first quarter.
Net cash flows used in investing activities were $1,843 in the first
quarter of 1999, an increase of $321 compared to 1998. During the first quarter
of 1999 the Company sold certain assets of its White Knight Paints Pty Limited
subsidiary resulting in proceeds of $3,654. Capital spending increased for the
1999 first quarter by $3,755 as compared to first quarter last year, driven by
continuing initiatives to improve manufacturing productivity.
Net cash flows used in financing activities of $6,038 represented a
decrease of $1,423 over the comparable quarter. Cash flows relating to financing
activities were principally used for repayment of short-term debt, dividends and
the purchase of treasury stock. The Company expects the purchase of treasury
stock to continue to decline due to the ability to trade the Company's shares on
the over-the-counter bulletin board ("OTCBB").
The Company made short-term debt repayments of $1,367 in the first quarter
of 1999 as compared to receiving proceeds from borrowings of $299 last year. The
majority of these repayments relate to the Company repaying a portion of the
outstanding debt of the White Knight subsidiary after receiving proceeds from
the sale of certain assets of the business during the first quarter of 1999.
There were no facility or line of credit borrowings by the U.S. and Canadian
manufacturing operations at March 31, 1999.
Working capital increased to $206,339 at March 31, 1999 and the current
ratio increased to 3.4:1 from 3.1:1 for the comparable period last year. Cash
and cash equivalents were $92,313 at March 31, 1999, as compared to $32,105 at
March 31, 1998, reflecting the Company's continued commitment to strengthening
its balance sheet and cash position. The Company maintains excellent relations
with its banks and other financial institutions that may serve as available
resources for future growth opportunities, if the need arises.
-10-
<PAGE>
YEAR 2000
The Year 2000 ("Y2K") issue is the result of computer programs which were
written using two digits rather than four digits to define the applicable year.
The Company is very much aware of the issues that Y2K will bring to its computer
systems and other equipment with embedded micro controllers. The Company is
actively addressing its information technology ("IT") infrastructure, including
hardware, software and facilities, with the goal of achieving substantial Y2K
compliance in all significant areas of its operations, including, to the extent
practicable, its relationships with vendors, suppliers and customers.
During 1998, the Company established a Company-wide Y2K Program Team made
up of Company leaders and outside experts to establish a disciplined project
management approach, issue inventory and assessment guidelines and coordinate
worldwide Y2K compliance efforts. The Company's Y2K Program Team has oversight
responsibility for monitoring the compliance efforts. The program team developed
a multi-phase approach to assessing and resolving Y2K issues. These phases are:
1. A review of the Company's end-to-end business processes. This phase helped
to create a thorough inventory of all date and non-date dependent systems,
internal and external stakeholders, vendors, customers and suppliers.
Materials, services and informational inputs and outputs were identified
and prioritized based on impacts to the business if any should fail as a
result of a Y2K problem.
2. Assessment of all inventoried systems, applications and stakeholders to
identify and locate Y2K issues. The Company has established a data
repository for Y2K documentation. The database includes the information
gathered in Phase 1. External stakeholders, vendors, suppliers and other
entities were polled to determine if they are Y2K compliant. Databases were
researched for the current status of available fixes for items identified
with Y2K issues. Listings of compliant and non-compliant items were
generated. Planned and available fixes are being documented for
non-compliant items and have formed the basis for Phase 3-Test Planning.
3. Test planning and remediation of systems presenting Y2K issues. This step
included the development of a detailed test plan based on the business
priority assessment of the items identified in Phases 1 and 2. Units and
applications were then tested. Based on the test results, a remediation
plan was developed to renovate, retire, re-host, replace, redevelop or
outsource as appropriate.
4. Contingency plans have been developed at this time based on the remediation
plan.
5. Testing/validating of systems to measure the effectiveness of the
remediation.
6. Continued monitoring of the remedied systems for ongoing compliance.
The Company recognizes the importance of resolving these issues at an early
date so as not to adversely impact its own operations or its relationships with
its customers and other third parties. The Company has active implementation
teams focusing on this program and has made it a high priority to substantially
complete its Y2K compliance efforts in a timely manner. Currently the results of
the assessment and remediation
-11-
<PAGE>
efforts being conducted under the Y2K program are as follows:
o IT AS400 Systems and Applications - The Company's IT systems and applications
have been made substantially Y2K compliant. Final testing of the major
applications on a duplicate test platform will be completed by mid year 1999.
o Embedded Systems - Embedded systems, which include building services,
operations, network services, personal computers and non-IT applications have
been inventoried and a preliminary assessment of inventoried embedded systems
was completed in December 1998. Testing and remediation plans are being
developed and implemented based on the preliminary and ongoing assessments.
Contingency plans have been developed and are being tested for appropriateness
based on business priorities and impacts. Testing and remediation of
non-compliant components is scheduled for substantial completion by mid-year
1999.
o Third Parties - The Company has also completed an inventory of its key
business stakeholders, which includes customers, suppliers, vendors and third
party agents and has assessed their impact on its business. The Company has
issued and is continuing to issue requests for Y2K compliance status from its
key business stakeholders. The majority of requests for stakeholder status have
been received. Where possible, the Company is also working closely with each of
its key business stakeholders to determine if their Y2K issues might impact the
Company's business. Contingency plans have been established for each business
process based on responses received to date.
The total estimated pre-tax cost for resolving Y2K issues is approximately
$2,000, with approximately $1,000 of expenditures planned for 1999. The Company
will incur costs that include internal resources, external consulting, software
and certain equipment upgrades. The majority of these costs relate to software
modifications. The $1,000 of costs incurred have been expensed in 1998. System
replacement costs have been, or will be, capitalized and expensed over their
estimated useful lives. The cost of new hardware and software for recent
replacements is not included in the Y2K costs, as the Company had already
planned to replace these systems and did not accelerate the replacement due to
Y2K issues.
Although the Company anticipates minimal business disruption will occur as
a result of Y2K issues, there is no guarantee that possible "worst case" Y2K
issues of third party vendors and suppliers would not impact the Company. The
Company has completed a formal contingency plan for non-compliance and continues
to develop such plans based on the information obtained from third parties with
whom it has material relationships, as well as the completion of the evaluation
of its IT and non-IT systems.
The foregoing discussion regarding the Y2K project's timing, effectiveness,
implementation and cost contains forward-looking statements, which are based on
management's best estimates derived utilizing numerous assumptions of future
events including the continued availability of certain resources, third party
modification plans and other factors. However, there can be no guarantee that
these estimates will be achieved, and actual results could differ materially
from those contemplated estimates. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes and similar uncertainties and the remediation success of
the Company's customers and suppliers.
-12-
<PAGE>
Part II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITYHOLDERS
The only matters which were submitted to a vote of shareholders to date
during the 1999 fiscal year were the following, which were acted upon at the
Annual Meeting of Shareholders held on April 15, 1999.
Election of Directors: - The following persons were elected as Class II
Directors of the Company to serve for a three year term and received the
indicated votes:
<TABLE>
<CAPTION>
NAME FOR AGAINST ABSTAIN
---- --- ------- -------
<S> <C> <C> <C>
Charles H. Bergmann, Jr. 8,072,383.147 0 43,635.853
Robert H. Mundheim 8,042,023.232 30,359.915 43,635.853
Charles C. Vail 8,009,862.528 62,520.619 43,635.853
Sara B. Wardell 7,958,699.807 113,683.340 43,635.853
</TABLE>
The following persons continue in office as Directors: Class I Directors: -
Benjamin M. Belcher, Jr., Yvan Dupuy and Gerald W. Moore. Class III Directors:
- - Ward C. Belcher, Frederick J. Costello, John C. Moore, Jr., Richard Roob and
Maurice C. Workman.
The shareholders voted as follows on an amendment to Article Ninth of the
Restated Certificate of Incorporation ("Certificate") and to Article XVII of the
Bylaws of the Company ("Bylaws"). The amendments grant the Board of Directors
the authority to amend, alter, change and repeal the Bylaws and to adopt new
Bylaws without shareholder approval to the extent permissible under the New
Jersey Business Corporation Act.
Votes For 7,082,283.441
Votes Against 627,924.172
Votes Abstained 143,894.387
The shareholders also voted as follows on a proposal to amend the
Certificate to eliminate the preemptive rights of holders of all shares of the
Company's equity securities.
Votes For 7,095,232.726
Votes Against 441,580.985
Votes Abstained 315,589.562
ITEM 5. OTHER INFORMATION
The Board of Directors of Benjamin Moore & Co. on April 15, 1999 declared a
stock split pursuant to which each outstanding share of Common Stock, par value
$10.00 per share, of the Company held by a shareholder of the Company on the
record date of July 1, 1999 and each such share held in the treasury of the
Company on the record date of July 1, 1999 will be divided into three (3) shares
of Common Stock. In connection with the stock split, and as permitted under New
Jersey law, the Board of Directors of the Company also determined that the
authorized Common Stock of the Company shall be increased from 40,000,000 shares
to 120,000,000 shares and the par value of the Common Stock shall be decreased
from $10.00 per share to $3.33 1/3 per share. The date of distribution will be
August 2, 1999.
-13-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
three months ended March 31, 1999.
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.
BENJAMIN MOORE & CO.
-------------------------------------
(Registrant)
Date MAY 12, 1999 /s/ Yvan Dupuy
-------------------------------------
Yvan Dupuy
President and Chief Operating Officer
Date MAY 12, 1999 /s/ Donald E. Devine II
-------------------------------------
Donald E. Devine II
Chief Financial Officer and
Vice President - Finance
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FOR THE THREE MONTHS ENDED
MARCH 31, 1999 EXTRACTED FROM THE CONDENSED CONSOLIDATED STATEMENT OF INCOME
AND COMPREHENSIVE INCOME, CONDENSED CONSOLIDATED BALANCE SHEET, CONDENSED
CONSOLIDATED STATEMENT OF CAH FLOWS AND THE NOTES THERETO AND IA QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 23,929
<SECURITIES> 68,384
<RECEIVABLES> 130,524
<ALLOWANCES> (15,405)
<INVENTORY> 65,350
<CURRENT-ASSETS> 293,519
<PP&E> 189,416
<DEPRECIATION> (99,834)
<TOTAL-ASSETS> 419,647
<CURRENT-LIABILITIES> 87,180
<BONDS> 4,209
0
0
<COMMON> 131,643
<OTHER-SE> 148,432
<TOTAL-LIABILITY-AND-EQUITY> 419,647
<SALES> 170,526
<TOTAL-REVENUES> 170,526
<CGS> 99,985
<TOTAL-COSTS> 151,237
<OTHER-EXPENSES> (1,589)
<LOSS-PROVISION> 1,477
<INTEREST-EXPENSE> (1,330)
<INCOME-PRETAX> 20,878
<INCOME-TAX> 8,932
<INCOME-CONTINUING> 11,768
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,768
<EPS-PRIMARY> 1.33
<EPS-DILUTED> 1.32
</TABLE>
