x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Wisconsin
|
|
39-0178960
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
6555 West Good Hope Road,
Milwaukee, WI
|
|
53223
|
(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
|
Class A Nonvoting Common Stock, Par
Value $.01 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
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¨
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PART I
|
Page
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PART II
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|
PART III
|
|
PART IV
|
|
•
|
Global leadership position in niche markets
|
•
|
Innovation advantage — Internally developed products drive growth and sustain gross profit margins
|
•
|
Operational excellence — Continuous productivity improvement, business simplification and process transformation
|
•
|
Customer service — Focus on the customer and understanding customer needs
|
•
|
Workplace Safety ("WPS") compliance expertise
|
•
|
Strategic acquisition of Precision Dynamics Corporation (“PDC”) in the healthcare sector
|
•
|
Global business simplification process
|
•
|
Realignment of business structure from regional to two global product-based platforms: IDS and WPS
|
•
|
Divestiture of non-strategic businesses including Precision Converting (“Brady Medical”) and Varitronics
|
•
|
Announcement of management's intent to divest the Company's Asia Die-Cut and Europe businesses
|
•
|
Decision to increase investment in the WPS platform and expand e-commerce capabilities
|
|
|
2013
|
|
2012
|
|
2011
|
|||
IDS
|
|
63.7
|
%
|
|
59.3
|
%
|
|
59.0
|
%
|
WPS
|
|
36.3
|
%
|
|
40.7
|
%
|
|
41.0
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Facility identification, which includes safety signs, pipe markers, labeling systems, spill control products, and lockout/tagout devices
|
•
|
Product identification, which includes materials and printing systems for product identification, brand protection labeling, work in process labeling, and finished product identification
|
•
|
Wire identification, which includes hand-held printers, wire markers, sleeves, and tags
|
•
|
People identification, which includes self-expiring name tags, badges, lanyards, and access control software
|
•
|
Patient identification, which includes wristbands and labels used in hospitals for tracking and safety of patients
|
•
|
Custom wristbands used in the leisure and entertainment industry such as theme parks, concerts and festivals
|
•
|
Decreasing product life cycles
|
•
|
Changes in customer preferences
|
•
|
Cyclical demands of end-users
|
•
|
Declines in general economic conditions
|
•
|
Delays or disruptions in product deliveries and payments in connection with international manufacturing and sales
|
•
|
Political and economic instability and disruptions
|
•
|
Imposition of duties and tariffs
|
•
|
Import and export controls
|
•
|
Changes in governmental policies and business environments
|
•
|
Disadvantages from competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA)
|
•
|
Local labor market conditions
|
•
|
Current and changing regulatory environments
|
•
|
Potentially adverse tax consequences, including repatriation of earnings
|
•
|
Stability of the Euro and its ability to serve as a single currency for a variety of countries
|
•
|
Regulations relating to climate change, air emissions, wastewater discharges, handling and disposal of hazardous materials and wastes
|
•
|
Regulations relating to health, safety and the protection of the environment
|
•
|
Specific country regulations where our products are manufactured or sold
|
•
|
Import, export and economic sanction laws
|
•
|
Laws and regulations that apply to companies doing business with the government, audit for compliance with requirements of government contracts including procurement integrity, export control, employment practices, and the accuracy of records and recording of costs
|
(a)
|
Market Information
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||
4th Quarter
|
|
$
|
35.58
|
|
|
$
|
29.76
|
|
|
$
|
31.28
|
|
|
$
|
25.15
|
|
|
$
|
38.49
|
|
|
$
|
29.60
|
|
3rd Quarter
|
|
$
|
36.33
|
|
|
$
|
31.51
|
|
|
$
|
34.37
|
|
|
$
|
29.41
|
|
|
$
|
37.71
|
|
|
$
|
33.37
|
|
2nd Quarter
|
|
$
|
35.00
|
|
|
$
|
30.18
|
|
|
$
|
34.40
|
|
|
$
|
27.09
|
|
|
$
|
33.78
|
|
|
$
|
30.83
|
|
1st Quarter
|
|
$
|
31.22
|
|
|
$
|
26.34
|
|
|
$
|
32.24
|
|
|
$
|
24.73
|
|
|
$
|
31.33
|
|
|
$
|
25.35
|
|
(b)
|
Holders
|
(c)
|
Issuer Purchases of Equity Securities
|
(d)
|
Dividends
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||||
|
|
1st Qtr
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||||||||||||
Class A
|
|
$
|
0.195
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.185
|
|
|
$
|
0.185
|
|
|
$
|
0.185
|
|
|
$
|
0.185
|
|
Class B
|
|
0.17835
|
|
|
0.17335
|
|
|
0.19
|
|
|
0.19
|
|
|
0.19
|
|
|
0.16835
|
|
|
0.185
|
|
|
0.185
|
|
|
0.185
|
|
(e)
|
Common Stock Price Performance Graph
|
*
|
$100 invested on July 31, 2008 in stock or index—including reinvestment of dividends. Fiscal years ended July 31:
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Brady Corporation
|
|
$
|
100.00
|
|
|
$
|
82.42
|
|
|
$
|
79.81
|
|
|
$
|
93.50
|
|
|
$
|
85.89
|
|
|
$
|
110.20
|
|
S&P 500 Index
|
|
100.00
|
|
|
80.04
|
|
|
91.11
|
|
|
109.02
|
|
|
118.97
|
|
|
148.72
|
|
||||||
S&P SmallCap 600 Index
|
|
100.00
|
|
|
80.73
|
|
|
96.21
|
|
|
119.99
|
|
|
124.78
|
|
|
168.17
|
|
||||||
Russell 2000 Index
|
|
100.00
|
|
|
79.25
|
|
|
93.88
|
|
|
116.32
|
|
|
116.53
|
|
|
157.01
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Operating Data (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
|
$
|
1,152,109
|
|
|
$
|
1,068,688
|
|
|
$
|
1,059,355
|
|
|
$
|
966,070
|
|
|
$
|
954,737
|
|
Gross Margin
|
|
606,080
|
|
|
589,570
|
|
|
587,950
|
|
|
546,413
|
|
|
516,066
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
33,552
|
|
|
34,528
|
|
|
38,268
|
|
|
38,279
|
|
|
29,853
|
|
|||||
Selling, general and administrative
|
|
427,661
|
|
|
392,526
|
|
|
397,472
|
|
|
381,071
|
|
|
349,358
|
|
|||||
Restructuring charges (2)
|
|
26,046
|
|
|
6,084
|
|
|
6,451
|
|
|
12,640
|
|
|
22,810
|
|
|||||
Impairment charges (3)
|
|
204,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
691,707
|
|
|
433,138
|
|
|
442,191
|
|
|
431,990
|
|
|
402,021
|
|
|||||
Operating (Loss) Income
|
|
(85,627
|
)
|
|
156,432
|
|
|
145,759
|
|
|
114,423
|
|
|
114,045
|
|
|||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment and other income—net
|
|
3,522
|
|
|
2,082
|
|
|
3,989
|
|
|
1,169
|
|
|
1,800
|
|
|||||
Interest expense
|
|
(16,641
|
)
|
|
(19,090
|
)
|
|
(22,124
|
)
|
|
(21,222
|
)
|
|
(24,901
|
)
|
|||||
Net other expense
|
|
(13,119
|
)
|
|
(17,008
|
)
|
|
(18,135
|
)
|
|
(20,053
|
)
|
|
(23,101
|
)
|
|||||
(Loss) earnings from continuing operations before income taxes
|
|
(98,746
|
)
|
|
139,424
|
|
|
127,624
|
|
|
94,370
|
|
|
90,944
|
|
|||||
Income Taxes (4)
|
|
42,070
|
|
|
36,953
|
|
|
21,667
|
|
|
18,605
|
|
|
23,366
|
|
|||||
(Loss) earnings from continuing operations
|
|
$
|
(140,816
|
)
|
|
$
|
102,471
|
|
|
$
|
105,957
|
|
|
$
|
75,765
|
|
|
$
|
67,578
|
|
(Loss) earnings from discontinued operations, net of income taxes (5)
|
|
(13,719
|
)
|
|
(120,382
|
)
|
|
2,695
|
|
|
6,191
|
|
|
2,544
|
|
|||||
Net (loss) earnings
|
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
|
$
|
108,652
|
|
|
$
|
81,956
|
|
|
$
|
70,122
|
|
(Loss) earnings from continuing operations per Common Share— (Diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A nonvoting
|
|
$
|
(2.75
|
)
|
|
$
|
1.94
|
|
|
$
|
1.99
|
|
|
$
|
1.43
|
|
|
$
|
1.28
|
|
Class B voting
|
|
$
|
(2.76
|
)
|
|
$
|
1.92
|
|
|
$
|
1.97
|
|
|
$
|
1.41
|
|
|
$
|
1.28
|
|
(Loss) earnings from discontinued operations per Common Share - (Diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A nonvoting
|
|
$
|
(0.27
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.04
|
|
Class B voting
|
|
$
|
(0.27
|
)
|
|
$
|
(2.28
|
)
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.03
|
|
Cash Dividends on:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A common stock
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
|
$
|
0.68
|
|
Class B common stock
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
|
$
|
0.68
|
|
|
$
|
0.66
|
|
Balance Sheet at July 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
188,993
|
|
|
$
|
383,836
|
|
|
$
|
456,406
|
|
|
$
|
375,184
|
|
|
$
|
286,955
|
|
Total assets
|
|
1,438,683
|
|
|
1,607,719
|
|
|
1,861,505
|
|
|
1,746,231
|
|
|
1,583,267
|
|
|||||
Long-term obligations, less current maturities
|
|
201,150
|
|
|
254,944
|
|
|
331,914
|
|
|
382,940
|
|
|
346,457
|
|
|||||
Stockholders’ investment
|
|
830,797
|
|
|
1,009,353
|
|
|
1,156,192
|
|
|
1,005,027
|
|
|
951,092
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
143,503
|
|
|
$
|
144,705
|
|
|
$
|
167,350
|
|
|
$
|
165,238
|
|
|
$
|
126,645
|
|
Net cash provided by investing activities
|
|
(325,766
|
)
|
|
(64,604
|
)
|
|
(22,631
|
)
|
|
(48,681
|
)
|
|
(19,044
|
)
|
|||||
Net cash provided by financing activities
|
|
(33,060
|
)
|
|
(147,824
|
)
|
|
(91,574
|
)
|
|
15,275
|
|
|
(160,311
|
)
|
|||||
Depreciation and amortization
|
|
48,725
|
|
|
43,987
|
|
|
48,827
|
|
|
53,022
|
|
|
54,851
|
|
|||||
Capital expenditures
|
|
(35,687
|
)
|
|
(24,147
|
)
|
|
(20,532
|
)
|
|
(26,296
|
)
|
|
(24,027
|
)
|
(1)
|
Operating data has been impacted by the reclassification of the Asia Die-Cut and Balkhausen businesses into discontinued operations. The Company has elected to not separately disclose the cash flows related to the Asia Die-Cut and Balkhausen
|
(2)
|
In fiscal 2009, in response to the global economic downturn, the Company initiated several measures to address its cost structure, including a reduction in its workforce and decreased discretionary spending. The Company continued certain of these measures during fiscal 2010, 2011, and 2012. During fiscal 2013, the Company executed a business simplification project which included various measures to address its cost structure and resulted in restructuring charges during fiscal 2013.
|
(3)
|
The Company recognized an impairment charge of
$204.4 million
during the three months ended July 31, 2013, primarily related to the WPS segment. Refer to Note 1 within Item 8 for further information regarding the impairment charge.
|
(4)
|
Fiscal 2013 was significantly impacted by the non-deductible portion of the goodwill impairment charge of $168.9 million recorded on the WPS Americas and IDS APAC reporting units, as well as a tax charge of $26.6 million associated with the funding of the PDC acquisition.
|
(5)
|
The loss from discontinued operations in fiscal 2013 was primarily attributable to a
$15.7
million write-down of the Asia Die-Cut disposal group to its estimated fair value less costs to sell. The loss from discontinued operations in fiscal 2012 was primarily attributable to the $115.7 million goodwill impairment charge recorded during the three months ending January 31, 2012, which was related to the Asia Die-Cut disposal group.
|
•
|
$172.3 million in goodwill in the WPS Americas reporting unit
|
•
|
$18.2 million in goodwill in the IDS APAC reporting unit
|
•
|
$10.6 million in tradenames in the WPS segment
|
•
|
$3.3 million in fixed assets in the IDS APAC reporting unit
|
(Dollars in thousands)
|
|
2013
|
|
% Sales
|
|
2012
|
|
% Sales
|
|
2011
|
|
% Sales
|
|||||||||
Operating (loss) income
|
|
$
|
(85,627
|
)
|
|
(7.4
|
)%
|
|
$
|
156,432
|
|
|
14.6
|
%
|
|
$
|
145,759
|
|
|
13.8
|
%
|
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
3,522
|
|
|
0.3
|
%
|
|
2,082
|
|
|
0.2
|
%
|
|
3,989
|
|
|
0.4
|
%
|
|||
Interest expense
|
|
(16,641
|
)
|
|
(1.4
|
)%
|
|
(19,090
|
)
|
|
(1.8
|
)%
|
|
(22,124
|
)
|
|
(2.1
|
)%
|
|||
(Loss) earnings from continuing operations before tax
|
|
(98,746
|
)
|
|
(8.6
|
)%
|
|
139,424
|
|
|
13.0
|
%
|
|
127,624
|
|
|
12.0
|
%
|
|||
Income taxes
|
|
42,070
|
|
|
3.7
|
%
|
|
36,953
|
|
|
3.5
|
%
|
|
21,667
|
|
|
2.0
|
%
|
|||
(Loss) earnings from continuing operations
|
|
(140,816
|
)
|
|
(12.2
|
)%
|
|
102,471
|
|
|
9.6
|
%
|
|
105,957
|
|
|
10.0
|
%
|
|||
(Loss) earnings from discontinued operations, net of income taxes
|
|
(13,719
|
)
|
|
(1.2
|
)%
|
|
(120,382
|
)
|
|
(11.3
|
)%
|
|
2,695
|
|
|
0.3
|
%
|
|||
Net (loss) earnings
|
|
$
|
(154,535
|
)
|
|
(13.4
|
)%
|
|
$
|
(17,911
|
)
|
|
(1.7
|
)%
|
|
$
|
108,652
|
|
|
10.3
|
%
|
|
|
Years ended July 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
SALES TO EXTERNAL CUSTOMERS
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
733,433
|
|
|
$
|
633,774
|
|
|
$
|
625,396
|
|
WPS
|
|
418,676
|
|
|
434,914
|
|
|
433,959
|
|
|||
Total
|
|
$
|
1,152,109
|
|
|
$
|
1,068,688
|
|
|
$
|
1,059,355
|
|
SALES GROWTH INFORMATION
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
|
|
|
|
|
||||||
Organic
|
|
0.3
|
%
|
|
2.7
|
%
|
|
N/A
|
|
|||
Currency
|
|
(0.9
|
)%
|
|
(1.6
|
)%
|
|
N/A
|
|
|||
Acquisitions
|
|
16.3
|
%
|
|
0.2
|
%
|
|
N/A
|
|
|||
Total
|
|
15.7
|
%
|
|
1.3
|
%
|
|
N/A
|
|
|||
Workplace Safety
|
|
|
|
|
|
|
||||||
Organic
|
|
(7.0
|
)%
|
|
(0.2
|
)%
|
|
N/A
|
|
|||
Currency
|
|
(0.7
|
)%
|
|
(1.2
|
)%
|
|
N/A
|
|
|||
Acquisitions
|
|
4.0
|
%
|
|
1.6
|
%
|
|
N/A
|
|
|||
Total
|
|
(3.7
|
)%
|
|
0.2
|
%
|
|
N/A
|
|
|||
Total Company
|
|
|
|
|
|
|
||||||
Organic
|
|
(2.6
|
)%
|
|
1.5
|
%
|
|
N/A
|
|
|||
Currency
|
|
(0.9
|
)%
|
|
(1.4
|
)%
|
|
N/A
|
|
|||
Acquisitions
|
|
11.3
|
%
|
|
0.8
|
%
|
|
N/A
|
|
|||
Total
|
|
7.8
|
%
|
|
0.9
|
%
|
|
N/A
|
|
|||
SEGMENT PROFIT
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
171,319
|
|
|
$
|
159,427
|
|
|
$
|
146,124
|
|
Workplace Safety
|
|
95,241
|
|
|
117,187
|
|
|
118,913
|
|
|||
Total
|
|
$
|
266,560
|
|
|
$
|
276,614
|
|
|
$
|
265,037
|
|
SEGMENT PROFIT AS A PERCENT OF SALES
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
23.4
|
%
|
|
25.2
|
%
|
|
23.4
|
%
|
|||
Workplace Safety
|
|
22.7
|
%
|
|
26.9
|
%
|
|
27.4
|
%
|
|||
Total
|
|
23.1
|
%
|
|
25.9
|
%
|
|
25.0
|
%
|
|
|
Years ended:
|
||||||||||
(Dollars in thousands)
|
|
July 31, 2013
|
|
July 31, 2012
|
|
July 31, 2011
|
||||||
Total profit from reportable segments
|
|
$
|
266,560
|
|
|
$
|
276,614
|
|
|
$
|
265,037
|
|
Unallocated costs:
|
|
|
|
|
|
|
||||||
Administrative costs
|
|
121,693
|
|
|
114,098
|
|
|
112,827
|
|
|||
Restructuring charges
|
|
26,046
|
|
|
6,084
|
|
|
6,451
|
|
|||
Impairment charges
|
|
204,448
|
|
|
—
|
|
|
—
|
|
|||
Investment and other income
|
|
(3,522
|
)
|
|
(2,082
|
)
|
|
(3,989
|
)
|
|||
Interest expense
|
|
16,641
|
|
|
19,090
|
|
|
22,124
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
|
$
|
(98,746
|
)
|
|
$
|
139,424
|
|
|
$
|
127,624
|
|
|
Years ended July 31,
|
||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
143,503
|
|
|
$
|
144,705
|
|
|
$
|
167,350
|
|
Investing activities
|
(325,766
|
)
|
|
(64,604
|
)
|
|
(22,631
|
)
|
|||
Financing activities
|
(33,060
|
)
|
|
(147,824
|
)
|
|
(91,574
|
)
|
|||
Effect of exchange rate changes on cash
|
481
|
|
|
(16,348
|
)
|
|
21,986
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(214,842
|
)
|
|
$
|
(84,071
|
)
|
|
$
|
75,131
|
|
|
|
Payments Due by Period
|
||||||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More
than
5 Years
|
|
Uncertain
Timeframe
|
||||||||||||
Long-Term Debt Obligations
|
|
$
|
262,414
|
|
|
$
|
61,264
|
|
|
$
|
85,028
|
|
|
$
|
56,272
|
|
|
$
|
59,850
|
|
|
$
|
—
|
|
Operating Lease Obligations
|
|
70,997
|
|
|
14,785
|
|
|
22,145
|
|
|
15,897
|
|
|
18,170
|
|
|
—
|
|
||||||
Purchase Obligations (1)
|
|
43,237
|
|
|
42,992
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest Obligations
|
|
42,560
|
|
|
12,629
|
|
|
17,428
|
|
|
7,428
|
|
|
5,075
|
|
|
—
|
|
||||||
Tax Obligations
|
|
35,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,575
|
|
||||||
Other Obligations (2)
|
|
12,266
|
|
|
677
|
|
|
1,553
|
|
|
1,967
|
|
|
8,069
|
|
|
—
|
|
||||||
Total
|
|
$
|
467,049
|
|
|
$
|
132,347
|
|
|
$
|
126,399
|
|
|
$
|
81,564
|
|
|
$
|
91,164
|
|
|
$
|
35,575
|
|
(1)
|
Purchase obligations include all open purchase orders as of
July 31, 2013
.
|
(2)
|
Other obligations represent expected payments under the Company’s U.S. postretirement medical plan and international pension plans as disclosed in Note 3 to the consolidated financial statements, under Item 8 of this report.
|
•
|
Implementation of the Workplace Safety strategy;
|
•
|
The length or severity of the current worldwide economic downturn or timing or strength of a subsequent recovery;
|
•
|
Future financial performance of major markets Brady serves, which include, without limitation, telecommunications, hard disk drive, manufacturing, electrical, construction, laboratory, education, governmental, public utility, computer, healthcare and transportation;
|
•
|
Future competition;
|
•
|
Changes in the supply of, or price for, parts and components;
|
•
|
Increased price pressure from suppliers and customers;
|
•
|
Brady's ability to retain significant contracts and customers;
|
•
|
Fluctuations in currency rates versus the U.S. dollar;
|
•
|
Risks associated with international operations;
|
•
|
Difficulties associated with exports;
|
•
|
Risks associated with obtaining governmental approvals and maintaining regulatory compliance;
|
•
|
Brady's ability to develop and successfully market new products;
|
•
|
Risks associated with identifying, completing, and integrating acquisitions;
|
•
|
Risks associated with divestitures and businesses held for sale;
|
•
|
Risks associated with restructuring plans;
|
•
|
Environmental, health and safety compliance costs and liabilities;
|
•
|
Risk associated with loss of key talent;
|
•
|
Risk associated with product liability claims;
|
•
|
Technology changes and potential security violations to the Company's information technology systems;
|
•
|
Brady's ability to maintain compliance with its debt covenants;
|
•
|
Increase in our level of debt;
|
•
|
Potential write-offs of Brady's substantial intangible assets;
|
•
|
Unforeseen tax consequences;
|
•
|
Risks, associated with our ownership structure; and
|
•
|
Numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive, and regulatory nature contained from time to time in Brady's U.S. Securities and Exchange Commission filings, including, but not limited to, those factors listed in the “Risk Factors” section within Item 1A of Part I of this Form 10-K.
|
|
Page
|
Financial Statements:
|
|
|
2013
|
|
2012
|
||||
|
(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
91,058
|
|
|
$
|
305,900
|
|
Accounts receivable — net
|
169,261
|
|
|
199,006
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
64,544
|
|
|
64,740
|
|
||
Work-in-process
|
14,776
|
|
|
15,377
|
|
||
Raw materials and supplies
|
15,387
|
|
|
25,407
|
|
||
Total inventories
|
94,707
|
|
|
105,524
|
|
||
Assets held for sale
|
119,864
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
37,600
|
|
|
40,424
|
|
||
Total current assets
|
512,490
|
|
|
650,854
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
617,236
|
|
|
676,791
|
|
||
Other intangible assets
|
156,851
|
|
|
84,119
|
|
||
Deferred income taxes
|
8,623
|
|
|
45,356
|
|
||
Other
|
21,325
|
|
|
20,584
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Land
|
7,861
|
|
|
8,651
|
|
||
Buildings and improvements
|
91,471
|
|
|
101,962
|
|
||
Machinery and equipment
|
266,787
|
|
|
292,130
|
|
||
Construction in progress
|
11,842
|
|
|
10,417
|
|
||
|
377,961
|
|
|
413,160
|
|
||
Less accumulated depreciation
|
255,803
|
|
|
283,145
|
|
||
Property, plant and equipment — net
|
122,158
|
|
|
130,015
|
|
||
Total
|
$
|
1,438,683
|
|
|
$
|
1,607,719
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
50,613
|
|
|
$
|
—
|
|
Accounts payable
|
82,519
|
|
|
86,646
|
|
||
Wages and amounts withheld from employees
|
42,413
|
|
|
54,629
|
|
||
Liabilities held for sale
|
34,583
|
|
|
—
|
|
||
Taxes, other than income taxes
|
8,243
|
|
|
9,307
|
|
||
Accrued income taxes
|
7,056
|
|
|
14,357
|
|
||
Other current liabilities
|
36,806
|
|
|
40,815
|
|
||
Current maturities on long-term debt
|
61,264
|
|
|
61,264
|
|
||
Total current liabilities
|
323,497
|
|
|
267,018
|
|
||
Long-term obligations, less current maturities
|
201,150
|
|
|
254,944
|
|
||
Other liabilities
|
83,239
|
|
|
76,404
|
|
||
Total liabilities
|
607,886
|
|
|
598,366
|
|
||
Stockholders’ investment:
|
|
|
|
||||
Class A nonvoting common stock — Issued 51,261,487 and 51,261,487 shares, respectively; (aggregate liquidation preference of $42,803 and $42,803 at July 31, 2013 and 2012, respectively)
|
513
|
|
|
513
|
|
||
Class B voting common stock — Issued and outstanding 3,538,628 shares
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
306,191
|
|
|
313,008
|
|
||
Earnings retained in the business
|
538,512
|
|
|
732,290
|
|
||
Treasury stock — 2,626,276 and 3,245,561 shares, respectively of Class A nonvoting common stock, at cost
|
(69,797
|
)
|
|
(92,600
|
)
|
||
Accumulated other comprehensive income
|
56,063
|
|
|
59,411
|
|
||
Other
|
(720
|
)
|
|
(3,304
|
)
|
||
Total stockholders’ investment
|
830,797
|
|
|
1,009,353
|
|
||
Total
|
$
|
1,438,683
|
|
|
$
|
1,607,719
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,152,109
|
|
|
$
|
1,068,688
|
|
|
$
|
1,059,355
|
|
Cost of products sold
|
546,029
|
|
|
479,118
|
|
|
471,405
|
|
|||
Gross margin
|
606,080
|
|
|
589,570
|
|
|
587,950
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
33,552
|
|
|
34,528
|
|
|
38,268
|
|
|||
Selling, general and administrative
|
427,661
|
|
|
392,526
|
|
|
397,472
|
|
|||
Restructuring charges
|
26,046
|
|
|
6,084
|
|
|
6,451
|
|
|||
Impairment charges
|
204,448
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
691,707
|
|
|
433,138
|
|
|
442,191
|
|
|||
Operating (loss) income
|
(85,627
|
)
|
|
156,432
|
|
|
145,759
|
|
|||
Other income and (expense):
|
|
|
|
|
|
||||||
Investment and other income
|
3,522
|
|
|
2,082
|
|
|
3,989
|
|
|||
Interest expense
|
(16,641
|
)
|
|
(19,090
|
)
|
|
(22,124
|
)
|
|||
(Loss) earnings from continuing operations before income taxes
|
(98,746
|
)
|
|
139,424
|
|
|
127,624
|
|
|||
Income taxes
|
42,070
|
|
|
36,953
|
|
|
21,667
|
|
|||
(Loss) earnings from continuing operations
|
$
|
(140,816
|
)
|
|
$
|
102,471
|
|
|
$
|
105,957
|
|
(Loss) earnings from discontinued operations, net of income taxes
|
(13,719
|
)
|
|
(120,382
|
)
|
|
2,695
|
|
|||
Net (loss) earnings
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
|
$
|
108,652
|
|
(Loss) earnings from continuing operations per Class A Nonvoting Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.75
|
)
|
|
$
|
1.95
|
|
|
$
|
2.01
|
|
Diluted
|
$
|
(2.75
|
)
|
|
$
|
1.94
|
|
|
$
|
1.99
|
|
(Loss) earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.76
|
)
|
|
$
|
1.93
|
|
|
$
|
1.99
|
|
Diluted
|
$
|
(2.76
|
)
|
|
$
|
1.92
|
|
|
$
|
1.97
|
|
(Loss) earnings from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.27
|
)
|
|
$
|
(2.30
|
)
|
|
$
|
0.05
|
|
Diluted
|
$
|
(0.27
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
(Loss) earnings from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.27
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
Diluted
|
$
|
(0.27
|
)
|
|
$
|
(2.28
|
)
|
|
$
|
0.05
|
|
Net (loss) earnings per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(3.02
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
2.06
|
|
Diluted
|
$
|
(3.02
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
2.04
|
|
Dividends
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
Net (loss) earnings per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
2.04
|
|
Diluted
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
2.03
|
|
Dividends
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
51,330
|
|
|
52,453
|
|
|
52,639
|
|
|||
Diluted
|
51,330
|
|
|
52,821
|
|
|
53,133
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net (loss) earnings
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
|
$
|
108,652
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(2,312
|
)
|
|
(62,827
|
)
|
|
62,832
|
|
|||
Net investment hedge translation adjustments
|
(6,537
|
)
|
|
20,508
|
|
|
(23,907
|
)
|
|||
Long-term intercompany loan translation adjustments
|
3,108
|
|
|
(2,170
|
)
|
|
18,545
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Net (loss) gain recognized in other comprehensive income
|
(652
|
)
|
|
2,389
|
|
|
(2,834
|
)
|
|||
Reclassification adjustment for (gains) losses included in net (loss) earnings
|
(578
|
)
|
|
494
|
|
|
1,793
|
|
|||
|
(1,230
|
)
|
|
2,883
|
|
|
(1,041
|
)
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Gain (loss) recognized in other comprehensive income
|
1,617
|
|
|
(1,015
|
)
|
|
1,472
|
|
|||
Actuarial gain amortization
|
(25
|
)
|
|
(201
|
)
|
|
(63
|
)
|
|||
Prior service credit amortization
|
(203
|
)
|
|
(203
|
)
|
|
(82
|
)
|
|||
|
1,389
|
|
|
(1,419
|
)
|
|
1,327
|
|
|||
Other comprehensive (loss) income, before tax
|
(5,582
|
)
|
|
(43,025
|
)
|
|
57,756
|
|
|||
Income tax benefit (expense) related to items of other comprehensive (loss) income
|
2,234
|
|
|
(11,462
|
)
|
|
5,237
|
|
|||
Other comprehensive (loss) income, net of tax
|
(3,348
|
)
|
|
(54,487
|
)
|
|
62,993
|
|
|||
Comprehensive (loss) income
|
$
|
(157,883
|
)
|
|
$
|
(72,398
|
)
|
|
$
|
171,645
|
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Earnings
Retained
in the
Business
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Other
|
||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||
Balances at July 31, 2010
|
|
$
|
548
|
|
|
$
|
304,205
|
|
|
$
|
718,512
|
|
|
$
|
(66,314
|
)
|
|
$
|
50,905
|
|
|
$
|
(2,829
|
)
|
Net income
|
|
—
|
|
|
—
|
|
|
108,652
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net currency translation adjustment and other (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,993
|
|
|
—
|
|
||||||
Issuance of 524,144 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
(5,684
|
)
|
|
—
|
|
|
13,877
|
|
|
—
|
|
|
—
|
|
||||||
Other (Note 6)
|
|
—
|
|
|
(1,964
|
)
|
|
—
|
|
|
2,420
|
|
|
—
|
|
|
(2,035
|
)
|
||||||
Tax benefit from exercise of stock options and deferred compensation distributions
|
|
—
|
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 1)
|
|
—
|
|
|
9,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A — $0.72 per share
|
|
—
|
|
|
—
|
|
|
(35,575
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B — $0.70 per share
|
|
—
|
|
|
—
|
|
|
(2,489
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances at July 31, 2011
|
|
$
|
548
|
|
|
$
|
307,527
|
|
|
$
|
789,100
|
|
|
$
|
(50,017
|
)
|
|
$
|
113,898
|
|
|
$
|
(4,864
|
)
|
Net (loss) income
|
|
—
|
|
|
—
|
|
|
(17,911
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net currency translation adjustment and other (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,487
|
)
|
|
—
|
|
||||||
Issuance of 265,491 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
(3,516
|
)
|
|
—
|
|
|
7,380
|
|
|
—
|
|
|
—
|
|
||||||
Other (Note 6)
|
|
—
|
|
|
(1,637
|
)
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
1,560
|
|
||||||
Tax benefit from exercise of stock options and deferred compensation distributions
|
|
—
|
|
|
1,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 1)
|
|
—
|
|
|
9,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of 1,869,193 shares of Class A Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,933
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A — $0.74 per share
|
|
—
|
|
|
—
|
|
|
(36,340
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B — $0.72 per share
|
|
—
|
|
|
—
|
|
|
(2,559
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances at July 31, 2012
|
|
$
|
548
|
|
|
$
|
313,008
|
|
|
$
|
732,290
|
|
|
$
|
(92,600
|
)
|
|
$
|
59,411
|
|
|
$
|
(3,304
|
)
|
Net (loss) income
|
|
—
|
|
|
—
|
|
|
(154,535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net currency translation adjustment and other (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,348
|
)
|
|
—
|
|
||||||
Issuance of 1,080,089 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
(9,721
|
)
|
|
—
|
|
|
30,045
|
|
|
—
|
|
|
—
|
|
||||||
Other (Note 6)
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
(2,121
|
)
|
|
—
|
|
|
2,584
|
|
||||||
Tax benefit from exercise of stock options and deferred compensation distributions
|
|
—
|
|
|
2,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 1)
|
|
—
|
|
|
1,736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of 188,167 shares of Class A Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,121
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class A — $0.76 per share
|
|
—
|
|
|
—
|
|
|
(36,613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B — $0.74 per share
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances at July 31, 2013
|
|
$
|
548
|
|
|
$
|
306,191
|
|
|
$
|
538,512
|
|
|
$
|
(69,797
|
)
|
|
$
|
56,063
|
|
|
$
|
(720
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
|
$
|
108,652
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
48,725
|
|
|
43,987
|
|
|
48,827
|
|
|||
Non-cash portion of restructuring charges
|
3,699
|
|
|
458
|
|
|
2,155
|
|
|||
Non-cash portion of stock-based compensation expense
|
1,736
|
|
|
9,735
|
|
|
9,830
|
|
|||
Impairment charges
|
204,448
|
|
|
115,688
|
|
|
—
|
|
|||
Loss on write-down of assets held for sale
|
15,658
|
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on sales of businesses
|
3,138
|
|
|
204
|
|
|
(4,394
|
)
|
|||
Deferred income taxes
|
21,630
|
|
|
(9,679
|
)
|
|
(8,161
|
)
|
|||
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
|
|
|
|
|
|
||||||
Accounts receivable
|
1,535
|
|
|
18,089
|
|
|
7,680
|
|
|||
Inventories
|
2,440
|
|
|
(7,674
|
)
|
|
(2,886
|
)
|
|||
Prepaid expenses and other assets
|
5,036
|
|
|
(2,744
|
)
|
|
5,624
|
|
|||
Accounts payable and accrued liabilities
|
(2,285
|
)
|
|
(29,370
|
)
|
|
(3,365
|
)
|
|||
Income taxes
|
(7,722
|
)
|
|
23,922
|
|
|
3,388
|
|
|||
Net cash provided by operating activities
|
143,503
|
|
|
144,705
|
|
|
167,350
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(35,687
|
)
|
|
(24,147
|
)
|
|
(20,532
|
)
|
|||
Payments of contingent consideration
|
—
|
|
|
(2,580
|
)
|
|
(1,528
|
)
|
|||
Settlement of net investment hedges
|
—
|
|
|
(797
|
)
|
|
(5,542
|
)
|
|||
Acquisition of business, net of cash acquired
|
(301,157
|
)
|
|
(37,649
|
)
|
|
(7,970
|
)
|
|||
Sales of businesses, net of cash retained
|
10,178
|
|
|
856
|
|
|
12,980
|
|
|||
Other
|
900
|
|
|
(287
|
)
|
|
(39
|
)
|
|||
Net cash used in investing activities
|
(325,766
|
)
|
|
(64,604
|
)
|
|
(22,631
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of dividends
|
(39,243
|
)
|
|
(38,899
|
)
|
|
(38,064
|
)
|
|||
Proceeds from issuance of common stock
|
20,324
|
|
|
3,864
|
|
|
8,193
|
|
|||
Purchase of treasury stock
|
(5,121
|
)
|
|
(49,933
|
)
|
|
—
|
|
|||
Proceeds from borrowing on notes payable
|
220,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of borrowing on notes payable
|
(181,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings on line of credit
|
11,613
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on debt
|
(61,264
|
)
|
|
(62,687
|
)
|
|
(61,264
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(961
|
)
|
|
—
|
|
|||
Income tax benefit from the exercise of stock options and deferred compensation distributions, and other
|
1,631
|
|
|
792
|
|
|
(439
|
)
|
|||
Net cash used in financing activities
|
(33,060
|
)
|
|
(147,824
|
)
|
|
(91,574
|
)
|
|||
Effect of exchange rate changes on cash
|
481
|
|
|
(16,348
|
)
|
|
21,986
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(214,842
|
)
|
|
(84,071
|
)
|
|
75,131
|
|
|||
Cash and cash equivalents, beginning of period
|
305,900
|
|
|
389,971
|
|
|
314,840
|
|
|||
Cash and cash equivalents, end of period
|
$
|
91,058
|
|
|
$
|
305,900
|
|
|
$
|
389,971
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
$
|
17,162
|
|
|
$
|
19,194
|
|
|
$
|
21,298
|
|
Income taxes, net of refunds
|
34,030
|
|
|
35,292
|
|
|
35,851
|
|
|||
Acquisitions:
|
|
|
|
|
|
||||||
Fair value of assets acquired, net of cash
|
$
|
168,724
|
|
|
$
|
23,792
|
|
|
$
|
4,624
|
|
Liabilities assumed
|
(37,747
|
)
|
|
(8,987
|
)
|
|
(1,446
|
)
|
|||
Goodwill
|
170,180
|
|
|
22,844
|
|
|
4,792
|
|
|||
Net cash paid for acquisitions
|
$
|
301,157
|
|
|
$
|
37,649
|
|
|
$
|
7,970
|
|
Asset Category
|
|
Range of Useful Lives
|
Buildings & Improvements
|
|
10 to 33 Years
|
Computer Systems
|
|
5 Years
|
Machinery & Equipment
|
|
3 to 10 Years
|
|
IDS
|
|
WPS
|
|
Die-Cut
|
|
Total
|
||||||||
Balance as of July 31, 2011
|
$
|
389,586
|
|
|
$
|
260,807
|
|
|
$
|
149,950
|
|
|
$
|
800,343
|
|
Current year acquisitions
|
1,227
|
|
|
21,617
|
|
|
—
|
|
|
22,844
|
|
||||
Current year divestitures
|
(495
|
)
|
|
—
|
|
|
—
|
|
|
(495
|
)
|
||||
Impairment charge
|
—
|
|
|
—
|
|
|
(115,688
|
)
|
|
(115,688
|
)
|
||||
Translation adjustments
|
(22,425
|
)
|
|
(5,483
|
)
|
|
(2,305
|
)
|
|
(30,213
|
)
|
||||
Balance as of July 31, 2012
|
$
|
367,893
|
|
|
$
|
276,941
|
|
|
$
|
31,957
|
|
|
$
|
676,791
|
|
Current year acquisitions
|
170,180
|
|
|
—
|
|
|
—
|
|
|
170,180
|
|
||||
Current year divestitures
|
(2,882
|
)
|
|
—
|
|
|
—
|
|
|
(2,882
|
)
|
||||
Reclassification to assets held for sale
|
(4,129
|
)
|
|
—
|
|
|
(33,218
|
)
|
|
(37,347
|
)
|
||||
Impairment charges
|
(18,225
|
)
|
|
(172,280
|
)
|
|
—
|
|
|
(190,505
|
)
|
||||
Translation adjustments
|
4,192
|
|
|
(4,454
|
)
|
|
1,261
|
|
|
999
|
|
||||
Balance as of July 31, 2013
|
$
|
517,029
|
|
|
$
|
100,207
|
|
|
$
|
—
|
|
|
$
|
617,236
|
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||||||||||||||||||||
|
Weighted
Average
Amortization
Period
(Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Weighted
Average
Amortization
Period
(Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Amortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
5
|
|
$
|
11,053
|
|
|
$
|
(9,597
|
)
|
|
$
|
1,456
|
|
|
5
|
|
$
|
10,418
|
|
|
$
|
(9,058
|
)
|
|
$
|
1,360
|
|
Tradenames and other
|
5
|
|
15,289
|
|
|
(8,398
|
)
|
|
6,891
|
|
|
7
|
|
8,945
|
|
|
(7,094
|
)
|
|
1,851
|
|
||||||
Customer relationships
|
8
|
|
261,076
|
|
|
(144,620
|
)
|
|
116,456
|
|
|
7
|
|
164,392
|
|
|
(128,805
|
)
|
|
35,587
|
|
||||||
Non-compete agreements and other
|
4
|
|
14,942
|
|
|
(14,215
|
)
|
|
727
|
|
|
4
|
|
15,988
|
|
|
(15,417
|
)
|
|
571
|
|
||||||
Unamortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
N/A
|
|
31,321
|
|
|
—
|
|
|
31,321
|
|
|
N/A
|
|
44,750
|
|
|
—
|
|
|
44,750
|
|
||||||
Total
|
|
|
$
|
333,681
|
|
|
$
|
(176,830
|
)
|
|
$
|
156,851
|
|
|
|
|
$
|
244,493
|
|
|
$
|
(160,374
|
)
|
|
$
|
84,119
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
|
Service-Based
|
|
Performance-Based
|
|
Service-Based
|
|
Performance-Based
|
|
Service-Based
|
|
Performance-Based
|
||||||||||||
Black-Scholes Option Valuation Assumptions
|
|
Option Awards
|
|
Option Awards
|
|
Option Awards
|
|
Option Awards
|
|
Option Awards
|
|
Option Awards
|
||||||||||||
Expected term (in years)
|
|
5.93
|
|
|
—
|
|
|
5.89
|
|
|
6.57
|
|
|
5.91
|
|
|
6.57
|
|
||||||
Expected volatility
|
|
38.67
|
%
|
|
—
|
|
|
39.41
|
%
|
|
39.21
|
%
|
|
40.22
|
%
|
|
39.39
|
%
|
||||||
Expected dividend yield
|
|
2.21
|
%
|
|
—
|
|
|
2.07
|
%
|
|
1.99
|
%
|
|
1.94
|
%
|
|
1.96
|
%
|
||||||
Risk-free interest rate
|
|
0.91
|
%
|
|
—
|
|
|
1.16
|
%
|
|
2.05
|
%
|
|
1.65
|
%
|
|
2.35
|
%
|
||||||
Weighted-average market value of underlying stock at grant date
|
|
$
|
30.58
|
|
|
$
|
—
|
|
|
$
|
27.05
|
|
|
$
|
29.55
|
|
|
$
|
29.13
|
|
|
$
|
28.43
|
|
Weighted-average exercise price
|
|
$
|
30.58
|
|
|
$
|
—
|
|
|
$
|
27.05
|
|
|
$
|
29.55
|
|
|
$
|
29.13
|
|
|
$
|
28.35
|
|
Weighted-average fair value of options granted during the period
|
|
$
|
9.05
|
|
|
$
|
—
|
|
|
$
|
8.42
|
|
|
$
|
10.01
|
|
|
$
|
9.59
|
|
|
$
|
9.87
|
|
|
Unrealized (loss) gain on cash flow hedges
|
|
Gain (loss) on postretirement medical plan
|
|
Foreign currency translation adjustments
|
|
Accumulated other comprehensive income
|
||||||||
Beginning balance, July 31, 2010
|
$
|
(321
|
)
|
|
$
|
1,357
|
|
|
$
|
49,869
|
|
|
$
|
50,905
|
|
Current-period change
|
(833
|
)
|
|
831
|
|
|
62,995
|
|
|
62,993
|
|
||||
Ending balance, July 31, 2011
|
$
|
(1,154
|
)
|
|
$
|
2,188
|
|
|
$
|
112,864
|
|
|
$
|
113,898
|
|
Current-period change
|
2,030
|
|
|
(1,210
|
)
|
|
(55,307
|
)
|
|
(54,487
|
)
|
||||
Ending balance, July 31, 2012
|
$
|
876
|
|
|
$
|
978
|
|
|
$
|
57,557
|
|
|
$
|
59,411
|
|
Current-period change
|
(777
|
)
|
|
875
|
|
|
(3,446
|
)
|
|
(3,348
|
)
|
||||
Ending balance, July 31, 2013
|
$
|
99
|
|
|
$
|
1,853
|
|
|
$
|
54,111
|
|
|
$
|
56,063
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax benefit (expense) related to items of other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net investment hedge translation adjustments
|
|
$
|
2,877
|
|
|
$
|
(7,784
|
)
|
|
$
|
9,324
|
|
Long-term intercompany loan settlements
|
|
(650
|
)
|
|
(2,508
|
)
|
|
(1,193
|
)
|
|||
Cash flow hedges
|
|
454
|
|
|
(855
|
)
|
|
295
|
|
|||
Pension and other post-retirement benefits
|
|
(555
|
)
|
|
583
|
|
|
(490
|
)
|
|||
Other income tax adjustments
|
|
108
|
|
|
(898
|
)
|
|
(2,699
|
)
|
|||
Income tax benefit (expense) related to items of other comprehensive (loss) income
|
|
$
|
2,234
|
|
|
$
|
(11,462
|
)
|
|
$
|
5,237
|
|
Fair values:
|
July 31, 2013
|
|||
|
Cash and cash equivalents
|
$
|
12,904
|
|
|
Accounts receivable — net
|
21,178
|
|
|
|
Total inventories
|
16,788
|
|
|
|
Prepaid expenses and other current assets
|
3,915
|
|
|
|
Goodwill
|
170,180
|
|
|
|
Other intangible assets
|
109,300
|
|
|
|
Other assets
|
483
|
|
|
|
Property, plant and equipment
|
18,015
|
|
|
|
Accounts payable
|
(9,921
|
)
|
|
|
Wages and amounts withheld from employees
|
(4,234
|
)
|
|
|
Taxes, other than income taxes
|
(600
|
)
|
|
|
Accrued income taxes
|
(57
|
)
|
|
|
Other current liabilities
|
(5,045
|
)
|
|
|
Other long-term liabilities
|
(18,845
|
)
|
|
|
|
314,061
|
|
|
|
Less: cash acquired
|
(12,904
|
)
|
|
Fair value of total consideration
|
$
|
301,157
|
|
|
|
2013
|
|
2012
|
||||
Net sales, as reported
|
|
$
|
1,152,109
|
|
|
$
|
1,068,688
|
|
Net sales, pro forma
|
|
1,220,534
|
|
|
1,238,554
|
|
||
(Loss) earnings from continuing operations, as reported
|
|
(140,816
|
)
|
|
102,471
|
|
||
(Loss) earnings from continuing operations, pro forma
|
|
(136,517
|
)
|
|
102,993
|
|
||
Basic (loss) earnings from continuing operations per Class A Common Share, as reported
|
|
(2.75
|
)
|
|
1.95
|
|
||
Basic (loss) earnings from continuing operations per Class A Common Share, pro forma
|
|
(2.66
|
)
|
|
1.96
|
|
||
Diluted (loss) earnings from continuing operations per Class A Common Share, as reported
|
|
(2.75
|
)
|
|
1.94
|
|
||
Diluted (loss) earnings from continuing operations per Class A Common Share, pro forma
|
|
(2.66
|
)
|
|
1.95
|
|
Current assets net of cash
|
$
|
5,082
|
|
Property, plant & equipment
|
2,743
|
|
|
Goodwill
|
22,844
|
|
|
Customer relationships
|
8,903
|
|
|
Tradenames
|
6,878
|
|
|
Non-compete agreements
|
186
|
|
|
|
|
||
Total assets acquired net of cash
|
$
|
46,636
|
|
Liabilities assumed
|
7,555
|
|
|
Debt assumed
|
1,432
|
|
|
|
|
||
Net assets acquired
|
$
|
37,649
|
|
|
|
Current assets net of cash
|
$
|
1,876
|
|
Property, plant & equipment
|
415
|
|
|
Goodwill
|
4,792
|
|
|
Customer relationships
|
1,846
|
|
|
Non-compete agreements
|
487
|
|
|
|
|
||
Total assets acquired net of cash
|
$
|
9,416
|
|
Liabilities assumed
|
1,446
|
|
|
|
|
||
Net assets acquired
|
$
|
7,970
|
|
|
|
|
|
2013
|
|
2012
|
||||
Obligation at beginning of year
|
|
$
|
14,225
|
|
|
$
|
15,011
|
|
Service cost
|
|
770
|
|
|
644
|
|
||
Interest cost
|
|
476
|
|
|
633
|
|
||
Actuarial (gain)/loss
|
|
(1,745
|
)
|
|
1,104
|
|
||
Benefit payments
|
|
(703
|
)
|
|
(2,062
|
)
|
||
Plan amendments
|
|
—
|
|
|
(1,105
|
)
|
||
Obligation at end of fiscal year
|
|
$
|
13,023
|
|
|
$
|
14,225
|
|
|
|
2013
|
|
2012
|
||||
Current liability
|
|
$
|
677
|
|
|
$
|
716
|
|
Noncurrent liability
|
|
12,346
|
|
|
13,509
|
|
||
|
|
$
|
13,023
|
|
|
$
|
14,225
|
|
|
|
2013
|
|
2012
|
||||
Net actuarial gain
|
|
$
|
3,534
|
|
|
$
|
1,837
|
|
Prior service credit
|
|
1,203
|
|
|
1,405
|
|
||
|
|
$
|
4,737
|
|
|
$
|
3,242
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net periodic postretirement benefit cost included the following components:
|
|
|
|
|
|
|
||||||
Service cost — benefits attributed to service during the period
|
|
$
|
770
|
|
|
$
|
644
|
|
|
$
|
666
|
|
Prior service credit
|
|
(203
|
)
|
|
(203
|
)
|
|
(82
|
)
|
|||
Interest cost on accumulated postretirement benefit obligation
|
|
476
|
|
|
633
|
|
|
694
|
|
|||
Amortization of unrecognized gain
|
|
(47
|
)
|
|
(189
|
)
|
|
(76
|
)
|
|||
Periodic postretirement benefit cost
|
|
$
|
996
|
|
|
$
|
885
|
|
|
$
|
1,202
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Weighted average discount rate used in determining accumulated postretirement benefit obligation liability
|
|
4.00
|
%
|
|
3.25
|
%
|
|
4.50
|
%
|
Weighted average discount rate used in determining net periodic benefit cost
|
|
3.25
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Assumed health care trend rate used to measure APBO at July 31
|
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Rate to which cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.50
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
Fiscal year the ultimate trend rate is reached
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on future service and interest cost
|
|
$
|
14
|
|
|
$
|
(26
|
)
|
Effect on accumulated postretirement benefit obligation at July 31, 2013
|
|
234
|
|
|
(238
|
)
|
|
|
||
2014
|
$
|
677
|
|
2015
|
740
|
|
|
2016
|
813
|
|
|
2017
|
926
|
|
|
2018
|
1,041
|
|
|
2019 through 2023
|
6,733
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
(144,941
|
)
|
|
$
|
44,713
|
|
|
$
|
27,742
|
|
Other Nations
|
|
46,195
|
|
|
94,711
|
|
|
99,882
|
|
|||
Total
|
|
$
|
(98,746
|
)
|
|
$
|
139,424
|
|
|
$
|
127,624
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
64
|
|
|
$
|
9,606
|
|
|
$
|
4,937
|
|
Other Nations
|
|
19,282
|
|
|
34,739
|
|
|
24,492
|
|
|||
States (U.S.)
|
|
1,094
|
|
|
2,287
|
|
|
399
|
|
|||
|
|
$
|
20,440
|
|
|
$
|
46,632
|
|
|
$
|
29,828
|
|
Deferred income tax (benefit) expense:
|
|
|
|
|
|
|
||||||
United States
|
|
22,882
|
|
|
(1,480
|
)
|
|
(6,058
|
)
|
|||
Other Nations
|
|
(806
|
)
|
|
(7,325
|
)
|
|
(2,849
|
)
|
|||
States (U.S.)
|
|
(446
|
)
|
|
(874
|
)
|
|
746
|
|
|||
|
|
$
|
21,630
|
|
|
$
|
(9,679
|
)
|
|
$
|
(8,161
|
)
|
Total
|
|
$
|
42,070
|
|
|
$
|
36,953
|
|
|
$
|
21,667
|
|
|
|
July 31, 2013
|
||||||||||
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
Inventories
|
|
$
|
5,880
|
|
|
$
|
(280
|
)
|
|
$
|
5,600
|
|
Prepaid catalog costs
|
|
9
|
|
|
(2,407
|
)
|
|
(2,398
|
)
|
|||
Employee benefits
|
|
1,973
|
|
|
(5
|
)
|
|
1,968
|
|
|||
Accounts receivable
|
|
1,292
|
|
|
(63
|
)
|
|
1,229
|
|
|||
Other, net
|
|
9,721
|
|
|
(4,684
|
)
|
|
5,037
|
|
|||
Current
|
|
$
|
18,875
|
|
|
$
|
(7,439
|
)
|
|
$
|
11,436
|
|
Fixed Assets
|
|
2,717
|
|
|
(4,811
|
)
|
|
(2,094
|
)
|
|||
Intangible Assets
|
|
1,705
|
|
|
(54,008
|
)
|
|
(52,303
|
)
|
|||
Capitalized R&D expenditures
|
|
1,755
|
|
|
—
|
|
|
1,755
|
|
|||
Deferred compensation
|
|
24,565
|
|
|
—
|
|
|
24,565
|
|
|||
Postretirement benefits
|
|
7,220
|
|
|
—
|
|
|
7,220
|
|
|||
Tax credit carry-forwards and net operating losses
|
|
62,199
|
|
|
(125
|
)
|
|
62,074
|
|
|||
Less valuation allowance
|
|
(37,142
|
)
|
|
—
|
|
|
(37,142
|
)
|
|||
Other, net
|
|
109
|
|
|
(8,952
|
)
|
|
(8,843
|
)
|
|||
Noncurrent
|
|
$
|
63,128
|
|
|
$
|
(67,896
|
)
|
|
$
|
(4,768
|
)
|
Total
|
|
$
|
82,003
|
|
|
$
|
(75,335
|
)
|
|
$
|
6,668
|
|
|
|
July 31, 2012
|
||||||||||
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
Inventories
|
|
$
|
4,984
|
|
|
$
|
(4
|
)
|
|
$
|
4,980
|
|
Prepaid catalog costs
|
|
13
|
|
|
(3,520
|
)
|
|
(3,507
|
)
|
|||
Employee benefits
|
|
2,980
|
|
|
(4
|
)
|
|
2,976
|
|
|||
Accounts receivable
|
|
1,370
|
|
|
(11
|
)
|
|
1,359
|
|
|||
Other, net
|
|
7,267
|
|
|
(3,221
|
)
|
|
4,046
|
|
|||
Current
|
|
$
|
16,614
|
|
|
$
|
(6,760
|
)
|
|
$
|
9,854
|
|
Fixed Assets
|
|
2,146
|
|
|
(5,703
|
)
|
|
(3,557
|
)
|
|||
Intangible Assets
|
|
1,885
|
|
|
(39,561
|
)
|
|
(37,676
|
)
|
|||
Capitalized R&D expenditures
|
|
2,047
|
|
|
—
|
|
|
2,047
|
|
|||
Deferred compensation
|
|
27,122
|
|
|
—
|
|
|
27,122
|
|
|||
Postretirement benefits
|
|
7,429
|
|
|
—
|
|
|
7,429
|
|
|||
Tax credit carry-forwards and net operating losses
|
|
68,148
|
|
|
—
|
|
|
68,148
|
|
|||
Less valuation allowance
|
|
(25,847
|
)
|
|
—
|
|
|
(25,847
|
)
|
|||
Other, net
|
|
156
|
|
|
(7,146
|
)
|
|
(6,990
|
)
|
|||
Noncurrent
|
|
$
|
83,086
|
|
|
$
|
(52,410
|
)
|
|
$
|
30,676
|
|
Total
|
|
$
|
99,700
|
|
|
$
|
(59,170
|
)
|
|
$
|
40,530
|
|
•
|
Foreign net operating loss carry-forwards of
$124,325
, of which
$99,666
have no expiration date and the remainder of which expire within the next
five to eight years
.
|
•
|
State net operating loss carry-forwards of
$58,827
, which expire from
2014 to 2033
.
|
•
|
Foreign tax credit carry-forwards of
$12,486
, which expire from
2021 to 2023
.
|
•
|
State research and development credit carry-forwards of
$8,531
, which expire from
2014 to 2028
.
|
|
|
Years Ended July 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Tax at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Goodwill impairment
|
|
(53.4
|
)%
|
|
—
|
%
|
|
—
|
%
|
State income taxes, net of federal tax benefit
|
|
(0.2
|
)%
|
|
0.1
|
%
|
|
—
|
%
|
International rate differential
|
|
(2.7
|
)%
|
|
(6.5
|
)%
|
|
(13.3
|
)%
|
Non-creditable withholding taxes
|
|
(1.5
|
)%
|
|
2.3
|
%
|
|
0.9
|
%
|
Rate variances arising from foreign subsidiary distributions
|
|
(25.3
|
)%
|
|
(6.5
|
)%
|
|
(7.4
|
)%
|
Adjustments to tax accruals and reserves
|
|
1.0
|
%
|
|
7.5
|
%
|
|
4.3
|
%
|
Research and development tax credits and section 199 manufacturer’s deduction
|
|
3.1
|
%
|
|
(1.0
|
)%
|
|
(1.2
|
)%
|
Foreign tax credit carryforward adjustments
|
|
2.4
|
%
|
|
(3.4
|
)%
|
|
—
|
%
|
Other, net
|
|
(1.0
|
)%
|
|
(1.0
|
)%
|
|
(1.3
|
)%
|
Effective tax rate
|
|
(42.6
|
)%
|
|
26.5
|
%
|
|
17.0
|
%
|
Balance at July 31, 2010
|
$
|
17,668
|
|
|
|
||
Additions based on tax positions related to the current year
|
5,147
|
|
|
Additions for tax positions of prior years
|
2,387
|
|
|
Reductions for tax positions of prior years
|
(291
|
)
|
|
Lapse of statute of limitations
|
(2,803
|
)
|
|
Settlements with tax authorities
|
(728
|
)
|
|
Cumulative Translation Adjustments and other
|
963
|
|
|
|
|
||
Balance at July 31, 2011
|
$
|
22,343
|
|
|
|
||
Additions based on tax positions related to the current year
|
6,983
|
|
|
Additions for tax positions of prior years
|
9,460
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
Lapse of statute of limitations
|
(949
|
)
|
|
Settlements with tax authorities
|
—
|
|
|
Cumulative Translation Adjustments and other
|
(1,305
|
)
|
|
|
|
||
Balance at July 31, 2012
|
$
|
36,532
|
|
|
|
||
Additions based on tax positions related to the current year
|
4,015
|
|
|
Additions for tax positions of prior years (1)
|
2,809
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
Lapse of statute of limitations
|
(5,613
|
)
|
|
Settlements with tax authorities
|
(590
|
)
|
|
Cumulative Translation Adjustments and other
|
422
|
|
|
|
|
||
Balance at July 31, 2013
|
$
|
37,575
|
|
(1)
|
Includes acquisitions
|
Jurisdiction
|
|
Open Tax Years
|
United States — Federal
|
|
F’10 — F’13
|
France
|
|
F’12 — F’13
|
Germany
|
|
F’06 — F’13
|
United Kingdom
|
|
F’10 — F’13
|
|
July 31, 2013
|
|
Interest Rate
|
|||
USD-denominated borrowing on revolving loan agreement
|
$
|
39,000
|
|
|
1.2787
|
%
|
USD-denominated borrowing on China line of credit
|
11,613
|
|
|
1.1201
|
%
|
|
Notes payable
|
$
|
50,613
|
|
|
1.2423
|
%
|
|
|
2013
|
|
2012
|
||||
Euro-denominated notes payable in 2017 at a fixed rate of 3.71%
|
|
$
|
39,900
|
|
|
$
|
36,912.0
|
|
Euro-denominated notes payable in 2020 at a fixed rate of 4.24%
|
|
59,850
|
|
|
55,368
|
|
||
USD-denominated notes payable through 2014 at a fixed rate of 5.14%
|
|
18,750
|
|
|
37,500
|
|
||
USD-denominated notes payable through 2016 at a fixed rate of 5.30%
|
|
78,428
|
|
|
104,571
|
|
||
USD-denominated notes payable through 2017 at a fixed rate of 5.33%
|
|
65,486
|
|
|
81,857
|
|
||
|
|
$
|
262,414
|
|
|
$
|
316,208
|
|
Less current maturities
|
|
$
|
(61,264
|
)
|
|
$
|
(61,264
|
)
|
|
|
$
|
201,150
|
|
|
$
|
254,944
|
|
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||||||||||||
|
|
Shares
Authorized
|
|
Shares
Issued
|
|
(thousands)
Amount
|
|
Shares
Authorized
|
|
Shares
Issued
|
|
(thousands)
Amount
|
||||||||
Preferred Stock, $.01 par value
|
|
5,000,000
|
|
|
|
|
|
|
5,000,000
|
|
|
|
|
|
||||||
Cumulative Preferred Stock: 6% Cumulative
|
|
5,000
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
||||||
1972 Series
|
|
10,000
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
||||||
1979 Series
|
|
30,000
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
||||||
Common Stock, $.01 par value: Class A Nonvoting
|
|
100,000,000
|
|
|
51,261,487
|
|
|
$
|
513
|
|
|
100,000,000
|
|
|
51,261,487
|
|
|
$
|
513
|
|
Class B Voting
|
|
10,000,000
|
|
|
3,538,628
|
|
|
35
|
|
|
10,000,000
|
|
|
3,538,628
|
|
|
35
|
|
||
|
|
|
|
|
|
$
|
548
|
|
|
|
|
|
|
$
|
548
|
|
|
|
Unearned
Restricted
Stock
|
|
Deferred
Compensation
|
|
Shares Held
in Rabbi
Trust, at cost
|
|
Total
|
||||||||
Balances at July 31, 2010
|
|
$
|
(3,373
|
)
|
|
$
|
12,848
|
|
|
$
|
(12,304
|
)
|
|
$
|
(2,829
|
)
|
Shares at July 31, 2010
|
|
|
|
614,988
|
|
|
614,988
|
|
|
|
||||||
Sale of shares at cost
|
|
—
|
|
|
(1,421
|
)
|
|
1,375
|
|
|
(46
|
)
|
||||
Purchase of shares at cost
|
|
—
|
|
|
666
|
|
|
(666
|
)
|
|
—
|
|
||||
Issuance of restricted stock
|
|
(2,835
|
)
|
|
—
|
|
|
—
|
|
|
(2,835
|
)
|
||||
Amortization of restricted stock
|
|
846
|
|
|
—
|
|
|
—
|
|
|
846
|
|
||||
Balances at July 31, 2011
|
|
$
|
(5,362
|
)
|
|
$
|
12,093
|
|
|
$
|
(11,595
|
)
|
|
$
|
(4,864
|
)
|
Shares at July 31, 2011
|
|
|
|
560,078
|
|
|
560,078
|
|
|
|
||||||
Sale of shares at cost
|
|
—
|
|
|
(1,407
|
)
|
|
1,368
|
|
|
(39
|
)
|
||||
Purchase of shares at cost
|
|
—
|
|
|
924
|
|
|
(924
|
)
|
|
—
|
|
||||
Amortization of restricted stock
|
|
1,599
|
|
|
—
|
|
|
—
|
|
|
1,599
|
|
||||
Balances at July 31, 2012
|
|
$
|
(3,763
|
)
|
|
$
|
11,610
|
|
|
$
|
(11,151
|
)
|
|
$
|
(3,304
|
)
|
Shares at July 31, 2012
|
|
|
|
517,105
|
|
|
517,105
|
|
|
|
||||||
Sale of shares at cost
|
|
—
|
|
|
(1,461
|
)
|
|
1,419
|
|
|
(42
|
)
|
||||
Purchase of shares at cost
|
|
—
|
|
|
891
|
|
|
(891
|
)
|
|
—
|
|
||||
Forfeitures of restricted stock
|
|
838
|
|
|
|
|
|
|
838
|
|
||||||
Amortization of restricted stock
|
|
1,788
|
|
|
—
|
|
|
—
|
|
|
1,788
|
|
||||
Balances at July 31, 2013
|
|
$
|
(1,137
|
)
|
|
$
|
11,040
|
|
|
$
|
(10,623
|
)
|
|
$
|
(720
|
)
|
Shares at July 31, 2013
|
|
|
|
469,797
|
|
|
469,797
|
|
|
|
|
|
Option Price
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|||
Balance, July 31, 2010
|
|
$13.31–$40.37
|
|
5,108,736
|
|
|
$
|
28.69
|
|
Options granted
|
|
28.35 – 37.95
|
|
1,365,500
|
|
|
28.86
|
|
|
Options exercised
|
|
14.16 – 29.78
|
|
(417,888
|
)
|
|
19.62
|
|
|
Options cancelled
|
|
16.39 – 38.31
|
|
(330,331
|
)
|
|
31.37
|
|
|
Balance, July 31, 2011
|
|
$13.31–$40.37
|
|
5,726,017
|
|
|
$
|
29.24
|
|
Options granted
|
|
27.00 – 33.54
|
|
1,212,450
|
|
|
27.91
|
|
|
Options exercised
|
|
13.31 – 29.78
|
|
(266,991
|
)
|
|
20.21
|
|
|
Options cancelled
|
|
16.00 – 38.31
|
|
(417,725
|
)
|
|
31.16
|
|
|
Balance, July 31, 2012
|
|
$13.31–$40.37
|
|
6,253,751
|
|
|
$
|
29.24
|
|
Options granted
|
|
30.21 – 36.25
|
|
828,450
|
|
|
30.58
|
|
|
Options exercised
|
|
13.31 – 31.54
|
|
(1,080,089
|
)
|
|
22.79
|
|
|
Options cancelled
|
|
16.39 – 38.31
|
|
(895,527
|
)
|
|
30.02
|
|
|
Balance, July 31, 2013
|
|
$17.23 – $40.37
|
|
5,106,585
|
|
|
$
|
30.68
|
|
|
|
Options Outstanding
|
|
Options Outstanding and
Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of Shares
Outstanding at
July 31, 2013
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Shares
Exercisable
at July 31,
2013
|
|
Weighted
Average
Exercise
Price
|
||||||
$17.00 - $27.99
|
|
939,749
|
|
|
6.4
|
|
$
|
24.67
|
|
|
561,740
|
|
|
$
|
23.11
|
|
$28.00 - $37.99
|
|
3,361,336
|
|
|
6.0
|
|
30.54
|
|
|
1,943,803
|
|
|
31.05
|
|
||
$38.00 and up
|
|
805,500
|
|
|
3.2
|
|
38.26
|
|
|
805,500
|
|
|
38.26
|
|
||
Total
|
|
5,106,585
|
|
|
5.7
|
|
30.68
|
|
|
3,311,043
|
|
|
31.46
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Sales to External Customers:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
733,433
|
|
|
$
|
633,774
|
|
|
$
|
625,396
|
|
WPS
|
|
418,676
|
|
|
434,914
|
|
|
433,959
|
|
|||
Total Company
|
|
$
|
1,152,109
|
|
|
$
|
1,068,688
|
|
|
$
|
1,059,355
|
|
Depreciation & Amortization:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
25,920
|
|
|
$
|
18,253
|
|
|
$
|
19,252
|
|
WPS
|
|
9,078
|
|
|
7,827
|
|
|
10,769
|
|
|||
Corporate
|
|
13,727
|
|
|
17,907
|
|
|
18,806
|
|
|||
Total Company
|
|
$
|
48,725
|
|
|
$
|
43,987
|
|
|
$
|
48,827
|
|
Segment Profit:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
171,319
|
|
|
$
|
159,427
|
|
|
$
|
146,124
|
|
WPS
|
|
95,241
|
|
|
117,187
|
|
|
118,913
|
|
|||
Total Company
|
|
$
|
266,560
|
|
|
$
|
276,614
|
|
|
$
|
265,037
|
|
Assets:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
989,216
|
|
|
$
|
744,055
|
|
|
$
|
782,324
|
|
WPS
|
|
239,219
|
|
|
439,255
|
|
|
444,354
|
|
|||
Corporate
|
|
210,248
|
|
|
424,409
|
|
|
634,827
|
|
|||
Total Company
|
|
$
|
1,438,683
|
|
|
$
|
1,607,719
|
|
|
$
|
1,861,505
|
|
Expenditures for property, plant & equipment:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
18,186
|
|
|
$
|
15,213
|
|
|
$
|
13,406
|
|
WPS
|
|
8,459
|
|
|
4,989
|
|
|
3,979
|
|
|||
Corporate
|
|
9,042
|
|
|
3,945
|
|
|
3,147
|
|
|||
Total Company
|
|
$
|
35,687
|
|
|
$
|
24,147
|
|
|
$
|
20,532
|
|
|
Years Ended July 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Total profit from reportable segments
|
$
|
266,560
|
|
|
$
|
276,614
|
|
|
$
|
265,037
|
|
Unallocated costs:
|
|
|
|
|
|
||||||
Administrative costs
|
121,693
|
|
|
114,098
|
|
|
112,827
|
|
|||
Restructuring charges
|
26,046
|
|
|
6,084
|
|
|
6,451
|
|
|||
Impairment charges (1)
|
204,448
|
|
|
|
|
|
|||||
Investment and other income
|
(3,522
|
)
|
|
(2,082
|
)
|
|
(3,989
|
)
|
|||
Interest expense
|
16,641
|
|
|
19,090
|
|
|
22,124
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
$
|
(98,746
|
)
|
|
$
|
139,424
|
|
|
$
|
127,624
|
|
|
|
Revenues*
Years Ended July 31,
|
|
Long-Lived Assets**
As of Years Ended July 31,
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Geographic information:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
|
$
|
615,861
|
|
|
$
|
522,393
|
|
|
$
|
497,030
|
|
|
$
|
576,539
|
|
|
$
|
479,791
|
|
|
$
|
488,571
|
|
Other
|
|
596,899
|
|
|
609,083
|
|
|
623,839
|
|
|
319,706
|
|
|
411,134
|
|
|
541,648
|
|
||||||
Eliminations
|
|
(60,651
|
)
|
|
(62,788
|
)
|
|
(61,514
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consolidated total
|
|
$
|
1,152,109
|
|
|
$
|
1,068,688
|
|
|
$
|
1,059,355
|
|
|
$
|
896,245
|
|
|
$
|
890,925
|
|
|
$
|
1,030,219
|
|
*
|
Revenues are attributed based on country of origin.
|
**
|
Long-lived assets consist of property, plant, and equipment, other intangible assets and goodwill.
|
|
Years ended July 31,
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
|
||||||
Numerator: (in thousands)
|
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(140,816
|
)
|
|
$
|
102,471
|
|
|
$
|
105,957
|
|
|
Less:
|
|
|
|
|
|
|
||||||
Restricted stock dividends
|
(238
|
)
|
|
(229
|
)
|
|
(223
|
)
|
|
|||
Numerator for basic and diluted earnings from continuing operations per Class A Nonvoting Common Share
|
$
|
(141,054
|
)
|
|
$
|
102,242
|
|
|
$
|
105,734
|
|
|
Less:
|
|
|
|
|
|
|
||||||
Preferential dividends
|
(797
|
)
|
|
(818
|
)
|
|
(820
|
)
|
|
|||
Preferential dividends on dilutive stock options
|
(5
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
|||
Numerator for basic and diluted earnings from continuing operations per Class B Voting Common Share
|
$
|
(141,856
|
)
|
|
$
|
101,419
|
|
|
$
|
104,908
|
|
|
Denominator: (in thousands)
|
|
|
|
|
|
|
||||||
Denominator for basic earnings from continuing operations per share for both Class A and Class B
|
51,330
|
|
|
52,453
|
|
|
52,639
|
|
|
|||
Plus: Effect of dilutive stock options
|
—
|
|
|
368
|
|
|
494
|
|
|
|||
Denominator for diluted earnings from continuing operations per share for both Class A and Class B
|
51,330
|
|
|
52,821
|
|
|
53,133
|
|
|
|||
(Loss) earnings from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.75
|
)
|
|
$
|
1.95
|
|
|
$
|
2.01
|
|
|
Diluted
|
$
|
(2.75
|
)
|
|
$
|
1.94
|
|
|
$
|
1.99
|
|
|
(Loss) earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.76
|
)
|
|
$
|
1.93
|
|
|
$
|
1.99
|
|
|
Diluted
|
$
|
(2.76
|
)
|
|
$
|
1.92
|
|
|
$
|
1.97
|
|
|
(Loss) earnings from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.27
|
)
|
|
$
|
(2.30
|
)
|
|
$
|
0.05
|
|
|
Diluted
|
$
|
(0.27
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
|
(Loss) earnings from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.27
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
|
Diluted
|
$
|
(0.27
|
)
|
|
$
|
(2.28
|
)
|
|
$
|
0.05
|
|
|
Net (loss) earnings per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(3.02
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
2.06
|
|
|
Diluted
|
$
|
(3.02
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
2.04
|
|
|
Net (loss) earnings per Class B Voting Common Share:
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
2.04
|
|
|
Diluted
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
2.03
|
|
|
|
Inputs
Considered As
|
|
|
|
|
||||||||
|
Quoted Prices in Active Markets for Identical
Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Fair Values
|
|
Balance Sheet Classifications
|
||||||
July 31, 2013
|
|
|
|
|
|
|
|
||||||
Trading securities
|
$
|
14,975
|
|
|
$
|
—
|
|
|
$
|
14,975
|
|
|
Other assets
|
Foreign exchange contracts
|
—
|
|
|
294
|
|
|
294
|
|
|
Prepaid expenses and other current assets
|
|||
Total Assets
|
$
|
14,975
|
|
|
$
|
294
|
|
|
$
|
15,269
|
|
|
|
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
890
|
|
|
$
|
890
|
|
|
Other current liabilities
|
Foreign currency denominated debt
|
—
|
|
|
103,635
|
|
|
103,635
|
|
|
Long term obligations, less current maturities
|
|||
Total Liabilities
|
$
|
—
|
|
|
$
|
104,525
|
|
|
$
|
104,525
|
|
|
|
July 31, 2012
|
|
|
|
|
|
|
|
||||||
Trading securities
|
$
|
12,676
|
|
|
$
|
—
|
|
|
$
|
12,676
|
|
|
Other assets
|
Foreign exchange contracts
|
—
|
|
|
1,234
|
|
|
1,234
|
|
|
Prepaid expenses and other current assets
|
|||
Total Assets
|
$
|
12,676
|
|
|
$
|
1,234
|
|
|
$
|
13,910
|
|
|
|
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
281
|
|
|
$
|
281
|
|
|
Other current liabilities
|
Foreign currency denominated debt
|
—
|
|
|
99,081
|
|
|
99,081
|
|
|
Long term obligations, less current maturities
|
|||
Total Liabilities
|
$
|
—
|
|
|
$
|
99,362
|
|
|
$
|
99,362
|
|
|
|
|
|
Employee
Related
|
|
Asset
Write-offs
|
|
Other
|
|
Total
|
||||||||
Restructuring liability ending balance, July 31, 2010
|
|
$
|
6,055
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
6,161
|
|
Restructuring charges in continuing operations
|
|
4,338
|
|
|
1,577
|
|
|
536
|
|
|
6,451
|
|
||||
Restructuring charges in discontinued operations
|
|
2,003
|
|
|
578
|
|
|
157
|
|
|
2,738
|
|
||||
Non-cash write-offs
|
|
—
|
|
|
(2,155
|
)
|
|
—
|
|
|
(2,155
|
)
|
||||
Cash payments
|
|
(10,189
|
)
|
|
—
|
|
|
(749
|
)
|
|
(10,938
|
)
|
||||
Restructuring liability ending balance, July 31, 2011
|
|
$
|
2,207
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
2,257
|
|
Restructuring charges in continuing operations
|
|
$
|
4,947
|
|
|
$
|
458
|
|
|
$
|
679
|
|
|
$
|
6,084
|
|
Restructuring charges in discontinued operations
|
|
5,997
|
|
|
—
|
|
|
29
|
|
|
6,026
|
|
||||
Non-cash write-offs
|
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
(458
|
)
|
||||
Cash payments
|
|
(4,342
|
)
|
|
—
|
|
|
(492
|
)
|
|
(4,834
|
)
|
||||
Restructuring liability ending balance, July 31, 2012
|
|
$
|
8,809
|
|
|
$
|
—
|
|
|
$
|
266
|
|
|
$
|
9,075
|
|
Restructuring charges in continuing operations
|
|
$
|
18,350
|
|
|
$
|
4,125
|
|
|
$
|
3,571
|
|
|
$
|
26,046
|
|
Restructuring charges in discontinued operations
|
|
2,811
|
|
|
362
|
|
|
1,376
|
|
|
4,549
|
|
||||
Non-cash write-offs
|
|
—
|
|
|
(4,487
|
)
|
|
—
|
|
|
(4,487
|
)
|
||||
Cash payments
|
|
(18,495
|
)
|
|
—
|
|
|
(2,482
|
)
|
|
(20,977
|
)
|
||||
Restructuring liability ending balance, July 31, 2013
|
|
$
|
11,475
|
|
|
$
|
—
|
|
|
$
|
2,731
|
|
|
$
|
14,206
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
July 31, 2013
|
|
July 31, 2012
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||||||||||||
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Prepaid expenses and other current assets
|
|
$
|
1,156
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
210
|
|
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
7
|
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
71
|
|
Foreign currency denominated debt
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Long term obligations, less current maturities
|
|
$
|
99,750
|
|
|
Long term obligations, less current maturities
|
|
$
|
99,081
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
7
|
|
|
|
|
$
|
1,156
|
|
|
|
|
$
|
99,750
|
|
|
|
|
$
|
99,362
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
287
|
|
|
Prepaid expenses and other current assets
|
|
$
|
78
|
|
|
Other current liabilities
|
|
$
|
890
|
|
|
Other current liabilities
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
287
|
|
|
|
|
$
|
78
|
|
|
|
|
$
|
890
|
|
|
|
|
$
|
—
|
|
Divestitures
|
|
Segment
|
|
Date Completed
|
Etimark
|
|
ID Solutions
|
|
July 2012
|
Precision Converting, LLC (“Brady Medical”)
|
|
ID Solutions
|
|
August 2012
|
Teklynx
|
|
ID Solutions
|
|
December 2010
|
Varitronics
|
|
ID Solutions
|
|
October 2012
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
219,819
|
|
|
$
|
262,484
|
|
|
$
|
289,407
|
|
Earnings (loss) from operations of discontinued businesses (1)
|
7,154
|
|
|
(116,673
|
)
|
|
16,434
|
|
|||
(Loss) on write-down of disposal group (2)
|
(15,658
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax expense (3)
|
(5,215
|
)
|
|
(3,709
|
)
|
|
(13,739
|
)
|
|||
(Loss) earnings from discontinued operations, net of income tax
|
$
|
(13,719
|
)
|
|
$
|
(120,382
|
)
|
|
$
|
2,695
|
|
(1)
|
The loss from operations of discontinued businesses in fiscal 2012 was primarily attributable to the
$115.7 million
goodwill impairment charge recorded during the three months ending January 31, 2012, which was related to the Asia Die-Cut disposal group.
|
(2)
|
The
$15.7
million loss relates to the write-down of the Asia Die-Cut disposal group to its estimated fair value less costs to sell and was recorded in the three months ending April 30, 2013.
|
(3)
|
Fiscal 2013 income tax expense was significantly impacted by the fiscal 2013 losses in China and Sweden, which had no tax benefit, and the increase in valuation allowance related to Shenzhen, China.
|
|
July 31, 2013
|
||
Accounts receivable—net
|
$
|
47,499
|
|
Total inventories
|
20,200
|
|
|
Prepaid expenses and other current assets
|
1,469
|
|
|
Total current assets
|
69,168
|
|
|
|
|
||
Other assets:
|
|
||
Goodwill
|
37,347
|
|
|
Other intangible assets
|
914
|
|
|
Other
|
1,937
|
|
|
Property, plant and equipment—net
|
26,156
|
|
|
Total assets
|
$
|
135,522
|
|
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
29,769
|
|
Wages and amounts withheld from employees
|
3,143
|
|
|
Other current liabilities
|
1,671
|
|
|
Total current liabilities
|
34,583
|
|
|
|
|
||
Net assets of disposal group
|
100,939
|
|
|
Less: write-down on disposal group
|
(15,658
|
)
|
|
Net assets of disposal group at fair value
|
$
|
85,281
|
|
|
|
Quarters
|
||||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
270,866
|
|
|
$
|
271,175
|
|
|
$
|
300,971
|
|
|
$
|
309,097
|
|
|
$
|
1,152,109
|
|
Gross margin
|
|
149,524
|
|
|
141,013
|
|
|
158,532
|
|
|
157,011
|
|
|
606,080
|
|
|||||
Operating income (loss) *
|
|
42,628
|
|
|
20,968
|
|
|
30,115
|
|
|
(179,338
|
)
|
|
(85,627
|
)
|
|||||
Earnings (loss) from continuing operations
|
|
25,786
|
|
|
(11,364
|
)
|
|
20,996
|
|
|
(176,234
|
)
|
|
(140,816
|
)
|
|||||
Net earnings (loss) from continuing operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic**
|
|
$
|
0.50
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.41
|
|
|
$
|
(3.41
|
)
|
|
$
|
(2.75
|
)
|
Diluted**
|
|
0.50
|
|
|
(0.22
|
)
|
|
0.41
|
|
|
(3.41
|
)
|
|
(2.75
|
)
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
273,396
|
|
|
$
|
255,052
|
|
|
$
|
271,151
|
|
|
$
|
269,089
|
|
|
$
|
1,068,688
|
|
Gross margin
|
|
150,450
|
|
|
141,237
|
|
|
150,430
|
|
|
147,453
|
|
|
$
|
589,570
|
|
||||
Operating income *
|
|
42,745
|
|
|
37,393
|
|
|
42,228
|
|
|
34,066
|
|
|
$
|
156,432
|
|
||||
Earnings from continuing operations
|
|
27,855
|
|
|
26,436
|
|
|
27,311
|
|
|
20,869
|
|
|
$
|
102,471
|
|
||||
Net earnings from continuing operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.53
|
|
|
$
|
0.50
|
|
|
$
|
0.52
|
|
|
$
|
0.40
|
|
|
$
|
1.95
|
|
Diluted**
|
|
0.52
|
|
|
0.50
|
|
|
0.51
|
|
|
0.40
|
|
|
1.94
|
|
Name
|
|
Age
|
|
Title
|
Frank M. Jaehnert
|
|
55
|
|
President, CEO and Director
|
Thomas J. Felmer
|
|
51
|
|
Senior V.P., CFO
|
Stephen Millar
|
|
52
|
|
President - Die Cut, President - Brady Asia Pacific and V.P., Brady Corporation
|
Scott R. Hoffman
|
|
50
|
|
President - Workplace Safety and V.P., Brady Corporation
|
Matthew O. Williamson
|
|
57
|
|
President - Identification Solutions and V.P., Brady Corporation
|
Allan J. Klotsche
(1)
|
|
48
|
|
Senior V.P. - Human Resources
|
Louis T. Bolognini
|
|
57
|
|
Senior V.P., Secretary and General Counsel
|
Lee E. Marks
|
|
54
|
|
V.P. - Global Operations and Supply Chain
|
Bentley N. Curran
|
|
51
|
|
V.P. - Digital Business and Chief Information Officer
|
Kathleen M. Johnson
|
|
59
|
|
V.P. and Chief Accounting Officer
|
Paul T. Meyer
|
|
44
|
|
Treasurer
|
Patrick W. Allender
|
|
66
|
|
Director
|
Gary S. Balkema
|
|
58
|
|
Director
|
Nancy L. Gioia
|
|
53
|
|
Nominee for Director at the November 2013 Annual Meeting of Shareholders
|
Conrad G. Goodkind
|
|
69
|
|
Director
|
Frank W. Harris
|
|
71
|
|
Director
|
Elizabeth P. Pungello
|
|
46
|
|
Director
|
Bradley C. Richardson
|
|
55
|
|
Director
|
•
|
A Form 4 for Mr. Goodkind that was filed on March 29, 2012 to report the acquisition of 285 shares of Class A Nonvoting Common Stock from a dividend reinvestment on February 1, 2012 did not correctly report the acquisition of those shares and the amount of securities beneficially owned following this transaction, and thereafter, this was corrected on a Form 4/A for Mr. Goodkind that was filed on August 26, 2013;
|
•
|
A Form 4 for Mr. Jaehnert that was not filed on or before June 13, 2013 as required to report the sale of 18,777 shares of Class A Nonvoting Common Stock. This transaction was reported on a Form 4 for Mr. Jaehnert that was filed on June 20, 2013;
|
•
|
Forms 4 for Ms. Pungello that were filed on October 4, 2011 and September 25, 2012 to report the acquisition of 1,450 shares of Class A Nonvoting Common Stock on each of September 30, 2011 and September 21, 2012, respectively, pursuant to an equity compensation plan for non-management Directors, did not correctly report the direct ownership of such shares outside of a trust and did not correctly report the amount of securities beneficially owned following these transactions, and this was corrected on a Form 4/A for Ms. Pungello that was filed on September 3, 2013.
|
•
|
Forms 4 for Mr. Harris that were not filed on or before (i) November 22, 2012 as required to report the sale of 1,000 shares of Class A Nonvoting Common Stock on November 20, 2012 and (ii) July 1, 2013 as required to report the sale of 2,000 shares of Class A Nonvoting Common Stock on June 27, 2013. These transactions were reported, and the amount of securities beneficially owned as of July 31, 2013 was corrected, on a Form 4/A for Mr. Harris that was filed on September 10, 2013.
|
•
|
Frank M. Jaehnert, President, Chief Executive Officer and Director;
|
•
|
Thomas J. Felmer, Senior Vice President and Chief Financial Officer;
|
•
|
Allan J. Klotsche, Senior Vice President-Human Resources (1);
|
•
|
Stephen Millar, President-Die Cut, President-Brady Asia Pacific and Vice President, Brady Corporation;
|
•
|
Matthew O. Williamson, President-Identification Solutions and Vice President, Brady Corporation, and;
|
•
|
Peter C. Sephton, Former President-Brady EMEA and Vice President, Brady Corporation (2)
|
•
|
On a GAAP basis, we incurred a fiscal 2013 net loss from continuing operations of $140.8 million.
|
•
|
Brady continues to demonstrate strong cash generation as we generated $143.5 million of cash flow from operating activities during the year ended July 31, 2013.
|
•
|
Our sales from continuing operations for the full year were $1.15 billion, up 7.8% from fiscal 2012. Organic sales were down 2.6%, the acquisitions increased sales by 11.3%, and foreign currency translation decreased sales by 0.9%.
|
Emphasis on Variable Compensation
|
|
Over 60% of the named executive officers' possible compensation is tied to Company performance which the Company believes drives shareholder value.
|
|
|
|
Ownership Requirements
|
|
The chief executive officer is required to own at least 100,000 shares of stock in the Company and all other named executive officers are required to hold at least 30,000 shares of stock.
|
|
|
|
Clawback Provisions
|
|
Following a review and analysis of relevant governance and incentive compensation practices and policies across our compensation peer group and other public companies, the Committee instituted a recoupment policy, effective August 2013, under which incentive compensation payments and/or awards may be recouped by the Company if such payments and/or awards were based on erroneous results. If the Committee determines that an executive officer or other key executive of the Company who participates in any of the Company's incentive plans has engaged in intentional misconduct that results in a material inaccuracy in the Company's financial statements or fraudulent or other willful and deliberate conduct that is detrimental to the Company or there is a material, negative revision of a performance measure for which incentive compensation was paid or awarded, the Committee may take a variety of actions including, among others, seeking repayment of incentive compensation (cash and/or equity) that is greater than what would have been awarded if the payments/awards had been based on accurate results and the forfeiture of incentive compensation. As this policy suggests, the Committee believes that any incentive compensation should be based only on accurate and reliable financial and operational information, and, thus, any inappropriately paid incentive compensation should be returned to the Company for the benefit of shareholders. The Committee expects that the implementation of this policy will serve to enhance the Company's compensation risk mitigation efforts. While the implemented policy affords the Committee discretion regarding the application and enforcement of the policy, the Company and the Committee will conform the policy to any requirements that may be promulgated by the national stock exchanges in the future, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
|
|
|
Performance Thresholds and Caps
|
|
Generally, 100% of annual cash and equity incentive awards are performance-based. In addition, the annual cash incentive plan has a maximum payment cap.
|
|
|
|
Securities Trading Policy
|
|
We prohibit executive officers from trading during certain periods at the end of each quarter until after we disclose our financial and operating results. We may impose additional restricted trading periods at any time if we believe trading by executives would not be appropriate because of developments that are, or could be, material and which have not been publicly disclosed.
|
|
|
|
Annual Risk Reviews
|
|
The Company conducts an annual compensation-related risk review and presents findings and suggested risk mitigation actions to both the Audit and Management Development and Compensation Committees.
|
No Excessive Change of Control Severance
|
|
For the chief executive officer, the maximum cash benefit is equal to 3x salary and the average bonus payment received in the three years immediately prior to the date the change of control occurs. For all other named executive officers, the maximum cash benefit is equal to 2x salary and the average bonus payment received in the three years immediately prior to the date the change of control occurs. Unexercised stock options become fully exercisable or, if cancelled, each named executive officer shall be given cash or stock equal to the in-the-money value of the cancelled stock options
|
|
|
|
No Employment Agreements
|
|
The Company does not maintain any employment agreements with its executives.
|
|
|
|
No Reloads, Repricing, or Options Issued at a Discount
|
|
Stock options issued are not repriced, replaced, or regranted through cancellation or by lowering the option price of a previously granted option.
|
•
|
Provide a competitive total compensation package targeted at the median of our compensation peers;
|
•
|
Incentivize long-term shareholder value creation by encouraging behaviors which facilitate long-term success without undue risk taking; and
|
•
|
Realize top-tier company performance through a merit-based, pay-for-performance culture that is aligned with our Company values.
|
|
|
|
|
|
Compensation
Component
|
|
Purpose of Compensation
Component
|
|
Compensation Component in Relation
to Performance
|
Base salary
|
|
A fixed level of income security used to attract and retain employees by compensating them for the primary functions and responsibilities of the position.
|
|
The base salary increase an employee receives depends upon the employee's individual performance, the employee's displayed skills and competencies and market competitiveness.
|
|
|
|
||
Annual cash incentive awards
|
|
To attract, retain, motivate and reward employees for achieving or exceeding annual performance goals at company and regional levels.
|
|
Financial performance determines the actual amount of the executive's annual cash incentive award. Award amounts are “self-funded” because they are included in the financial performance results when determining actual financial performance.
|
|
|
|
||
Annual equity incentive awards: Time-based stock options
|
|
To attract, retain, motivate and reward top talent for the successful creation of long-term stockholder value.
|
|
Market competitive grant levels are used to determine the amount of equity granted to each executive, established within an equity grant budget based on the Black-Scholes methodology for valuing stock options.
Stock options are inherently performance-based in that the stock price must increase over time to provide compensation value to the executive.
|
Named Executive Officer
|
|
Fiscal 2012
|
|
Fiscal 2013
|
|
Percentage Increase
|
|
|||||
Frank M. Jaehnert
|
|
$
|
800,000
|
|
|
$
|
800,000
|
|
|
—
|
%
|
|
Thomas J. Felmer
|
|
377,500
|
|
|
377,500
|
|
|
—
|
%
|
|
||
Allan J. Klotsche
|
|
321,500
|
|
|
321,500
|
|
|
—
|
%
|
|
||
Stephen Millar (1)
|
|
307,611
|
|
|
304,313
|
|
|
—
|
%
|
|
||
Peter C. Sephton (2)
|
|
363,009
|
|
|
360,226
|
|
|
—
|
%
|
|
||
Matthew O. Williamson
|
|
372,500
|
|
|
383,675
|
|
|
3.0
|
%
|
|
(1)
|
The amounts in this table for Mr. Millar, who lived and worked in Australia, were paid to him in Australian Dollars. The amounts shown in U.S. dollars in the table above were converted from Australian Dollars at the average exchange rate for fiscal 2013: 1USD = 0.9825AUD; 2012: 1USD = 0.9720AUD. The difference between fiscal 2012 and fiscal 2013 base salaries is entirely related to exchange rate fluctuation. Mr. Millar did not experience a base salary decrease in fiscal 2013.
|
(2)
|
The amounts in this table for Mr. Sephton, who lived and worked in the United Kingdom, were paid to him in British Pounds. The amounts shown in U.S. dollars in the table above were converted from British Pounds at the average exchange rate for fiscal 2013: 1USD = 0.6385GBP; 2012: 1USD =0.6336GBP. The difference between the fiscal 2012 and fiscal 2013 base salaries is entirely related to exchange rate fluctuation. Mr. Sephton did not experience a base salary decrease in fiscal 2013.
|
•
|
Core Sales Growth: Core sales are defined as total sales adjusted for foreign currency exchange and acquisitions and divestitures in the last 12 months. Core sales are also known as “organic sales” and “base sales.” Regional and total Company core sales growth is reported quarterly and annually in the Company's 10-Q and 10-K SEC filings.
|
•
|
Income from Operations (IFO) growth before expenses for R&D: Total Company and regional IFO is defined as total Company sales less cost of goods sold, selling and group leadership expenses. IFO growth excludes currency translation. IFO for the prior year and the current year is restated at the current budgeted exchange rates for the growth calculation.
|
•
|
Net Income Growth: Net income is defined as SEC reported net income. Net income growth is reported net income at actual exchange rates for the current year compared to reported net income for the prior year. Net income is reported quarterly and annually in the Company's 10-Q and 10-K SEC filings.
|
•
|
Individual Performance: Funded by the achievement of net income growth, each named executive officer is evaluated on the attainment of goals agreed at the start of the fiscal year to be critical to the execution of the Company's strategy.
|
Performance Measure
(weighting)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
(% of Salary)
|
|
Actual
($)
|
||||
Core Sales Growth (30%)
|
|
0
|
%
|
|
5
|
%
|
|
12.5% or more
|
|
|
|
|
|
|
IFO Growth before expenses for R&D (30%)
|
|
0
|
%
|
|
10
|
%
|
|
15.0% or more
|
|
|
|
|
|
|
Net Income Growth (20%)
|
|
20.7
|
%
|
|
32.9
|
%
|
|
51.3% or more
|
|
|
|
|
|
|
Individual Performance (20%)
|
|
Varies by Individual
|
||||||||||||
Award as a Percentage of Base Salary
|
|
|
|
|
|
|
|
|
|
|
||||
F. Jaehnert
|
|
0
|
%
|
|
100
|
%
|
|
200
|
%
|
|
0
|
%
|
|
$0
|
T. Felmer
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
A. Klotsche
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
Performance Measure
(weighting)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
(% of Salary)
|
|
Actual
($)
|
||||
Regional Core Sales Growth (30%)
|
|
0
|
%
|
|
5
|
%
|
|
12.5% or more
|
|
|
|
|
||
IFO Growth before expenses for R&D (30%)
|
|
0
|
%
|
|
10
|
%
|
|
15.0% or more
|
|
|
|
|
||
Net Income Growth (20%)
|
|
20.7
|
%
|
|
32.9
|
%
|
|
51.3% or more
|
|
|
|
|
||
Individual Performance (20%)
|
|
Varies by Individual
|
||||||||||||
Award as a Percentage of Base Salary
|
|
|
|
|
|
|
|
|
|
|
||||
S. Millar
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
P. Sephton
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
M. Williamson
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
Named Officers
|
|
Number of Time-Based
Stock Options
|
Grant Date
Fair Value
|
|
Number of Performance-Based RSUs
|
Grant Date
Fair Value
|
||
F. Jaehnert
|
|
90,000
|
|
$834,741
|
|
_
|
|
$0
|
T. Felmer
|
|
45,500
|
|
$422,008
|
|
_
|
|
$0
|
A. Klotsche
|
|
30,000
|
|
$278,247
|
|
_
|
|
$0
|
S. Millar
|
|
30,000
|
|
$278,247
|
|
10,000
|
|
$302,100
|
P. Sephton
|
|
30,000
|
|
$278,247
|
|
_
|
|
$0
|
M. Williamson
|
|
34,500
|
|
$319,984
|
|
_
|
|
$0
|
•
|
Annual allowance for financial and tax planning
|
•
|
Company car
|
•
|
Long-term care insurance
|
•
|
Personal liability insurance
|
F. Jaehnert
|
|
100,000 shares
|
T. Felmer
|
|
30,000 shares
|
A. Klotsche
|
|
30,000 shares
|
S. Millar
|
|
30,000 shares
|
P. Sephton
|
|
30,000 shares
|
M. Williamson
|
|
30,000 shares
|
Name and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Restricted
Stock Awards
($)(1)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
||||||||||||
F.M. Jaehnert
|
|
2013
|
|
$
|
800,000
|
|
|
$
|
—
|
|
|
$
|
834,740
|
|
|
$
|
—
|
|
|
$
|
117,038
|
|
|
$
|
1,751,778
|
|
President, CEO & Director
|
|
2012
|
|
800,000
|
|
|
—
|
|
|
2,086,727
|
|
|
—
|
|
|
254,136
|
|
|
3,140,863
|
|
||||||
|
|
2011
|
|
793,269
|
|
|
2,803,500
|
|
|
2,470,157
|
|
|
1,632,548
|
|
|
223,329
|
|
|
7,922,803
|
|
||||||
T.J. Felmer
|
|
2013
|
|
377,500
|
|
|
—
|
|
|
422,007
|
|
|
—
|
|
|
54,164
|
|
|
853,671
|
|
||||||
Senior VP & CFO
|
|
2012
|
|
375,481
|
|
|
—
|
|
|
755,909
|
|
|
—
|
|
|
105,811
|
|
|
1,237,200
|
|
||||||
|
|
2011
|
|
363,285
|
|
|
(22,050
|
)
|
|
914,386
|
|
|
523,349
|
|
|
93,163
|
|
|
1,872,133
|
|
||||||
A.J. Klotsche
|
|
2013
|
|
321,500
|
|
|
—
|
|
|
278,247
|
|
|
—
|
|
|
45,475
|
|
|
645,222
|
|
||||||
Senior VP - Human Resources
|
|
2012
|
|
319,750
|
|
|
—
|
|
|
662,218
|
|
|
—
|
|
|
77,358
|
|
|
1,059,326
|
|
||||||
|
|
2011
|
|
311,002
|
|
|
(22,050
|
)
|
|
790,878
|
|
|
348,353
|
|
|
77,148
|
|
|
1,505,331
|
|
||||||
S. Millar President - Die Cut & APAC,VP - Brady Corporation (5)
|
|
2013
|
|
304,314
|
|
|
302,100
|
|
|
278,247
|
|
|
—
|
|
|
73,508
|
|
|
958,169
|
|
||||||
P.C. Sephton (6)
|
|
2013
|
|
360,235
|
|
|
—
|
|
|
278,247
|
|
|
—
|
|
|
655,466
|
|
|
1,293,948
|
|
||||||
Former President-Brady EMEA & VP - Brady Corporation
|
|
2012
|
|
361,244
|
|
|
—
|
|
|
662,218
|
|
|
—
|
|
|
109,486
|
|
|
1,132,948
|
|
||||||
|
|
2011
|
|
356,818
|
|
|
(22,050
|
)
|
|
790,878
|
|
|
341,190
|
|
|
106,249
|
|
|
1,573,084
|
|
||||||
M.O. Williamson
|
|
2013
|
|
380,666
|
|
|
—
|
|
|
319,984
|
|
|
—
|
|
|
62,067
|
|
|
762,717
|
|
||||||
President - IDS & VP - Brady Corporation
|
|
2012
|
|
370,481
|
|
|
—
|
|
|
662,218
|
|
|
122,148
|
|
|
92,492
|
|
|
1,247,339
|
|
||||||
|
|
2011
|
|
360,071
|
|
|
(22,050
|
)
|
|
790,878
|
|
|
462,461
|
|
|
73,093
|
|
|
1,664,453
|
|
(1)
|
Represents the grant date fair value computed in accordance with accounting guidance for equity grants made or modified in the applicable year for restricted stock awards. The grant date fair value is calculated based on the number of shares of Common Stock underlying the restricted stock awards, times the average of the high and low trade prices of Brady Common Stock on the date of grant. The actual value of a restricted stock award will depend on the market value of the Company’s Common Stock on the date the stock is sold. The restricted stock award granted on January 8, 2008, was amended effective July 20, 2011, so that the shares will vest upon meeting a performance vesting requirement based upon earnings per share growth at either July 31, 2013 or July 31, 2014, provided that the senior executives remain employed through July 31, 2014. The reduction in the incremental fair value of the restricted share grant as of the modification date is included in the table above.
|
(2)
|
Represents the grant date fair value computed in accordance with accounting guidance for equity grants made or modified in the applicable year for performance-based and time-based stock options. The assumptions used to determine the value of the awards, including the use of the Black-Scholes method of valuation by the Company, are discussed in Note 1 of the Notes to Consolidated Financial Statements of the Company contained in Item 8 of this Form 10-K, for the fiscal year ended July 31, 2013. The actual value, if any, which an option holder will realize upon the exercise of an option will depend on the excess of the market value of the Company’s Common Stock over the exercise price on the date the option is exercised, which cannot be forecasted with any accuracy.
|
(3)
|
Reflects incentive plan compensation earned during the listed fiscal years, which was paid during the next fiscal year.
|
(4)
|
The amounts in this column for Messrs. Jaehnert, Felmer, Klotsche, and Williamson include: matching contributions to the Company’s Matched 401(k) Plan, Funded Retirement Plan and Restoration Plan, the costs of group term life insurance for each named executive officer, use of a Company car and associated expenses, the cost of long-term care insurance, the cost of personal liability insurance, the cost of disability insurance and other perquisites. The perquisites may include an annual allowance for financial and tax planning and the cost of an annual physical health exam. The amounts in this column for Mr. Sephton include: contributions for the Brady U.K. Pension Plan, the cost of group term life insurance, vehicle allowance and associated expenses and other perquisites as listed above. The amounts in this column for Mr. Millar include: contributions for the Brady Australia Pension Plan, vehicle allowance and associated expenses and other perquisites as listed above.
|
(5)
|
The amounts in this table for Mr. Millar, who works and lives in Australia, were paid to him in Australian Dollars. The amounts shown in U.S. dollars in the table above were converted from Australian Dollars at the average exchange rate for fiscal 2013: $1 =0.9825 AUD. Fiscal 2013 is the first year during Mr. Millar's term as officer in which he met the criteria as a Named Executive Officer.
|
(6)
|
The amounts in this table for Mr. Sephton, who works and lives in the United Kingdom, were paid to him in British Pounds. The amounts shown in U.S. dollars in the table above were converted from British Pounds at the average exchange rate for fiscal 2013: $1 = £0.6385, 2012: $1 =£0.6336, 2011: $1 = £0.6250. Mr. Sephton resigned as President-Brady EMEA and Vice President, Brady Corporation effective April 30, 2013 and his employment with the Company terminated on July 31, 2013. Mr. Sephton's severance payment of 349,000 GBP (converted into $546,618), inclusive of 9,000 GBP in legal fees, is included in All Other Compensation in the table above .
|
Name
|
|
Fiscal
Year
|
|
Retirement
Plan
Contributions
($)
|
|
Group Term
Life
Insurance
($)
|
|
Company
Car
($)
|
|
Long-term
Care
Insurance
($)
|
|
Personal
Liability
Insurance
($)
|
|
Temporary/
Total
Disability
($)
|
|
Other
($)
|
|
Total
($)
|
||||||||||||||||
F.M. Jaehnert
|
|
2013
|
|
$
|
64,000
|
|
|
$
|
4,028
|
|
|
$
|
12,201
|
|
|
$
|
5,141
|
|
|
$
|
2,654
|
|
|
$
|
23,760
|
|
|
$
|
5,254
|
|
|
$
|
117,038
|
|
|
|
2012
|
|
195,835
|
|
|
2,925
|
|
|
18,966
|
|
|
5,141
|
|
|
2,654
|
|
|
23,760
|
|
|
4,855
|
|
|
254,136
|
|
||||||||
|
|
2011
|
|
158,281
|
|
|
2,740
|
|
|
24,057
|
|
|
5,141
|
|
|
2,654
|
|
|
23,760
|
|
|
6,696
|
|
|
223,329
|
|
||||||||
T.J. Felmer
|
|
2013
|
|
30,200
|
|
|
791
|
|
|
14,940
|
|
|
3,737
|
|
|
—
|
|
|
—
|
|
|
4,496
|
|
|
54,164
|
|
||||||||
|
|
2012
|
|
72,759
|
|
|
478
|
|
|
24,761
|
|
|
3,737
|
|
|
—
|
|
|
—
|
|
|
4,076
|
|
|
105,811
|
|
||||||||
|
|
2011
|
|
57,931
|
|
|
828
|
|
|
25,311
|
|
|
3,737
|
|
|
—
|
|
|
—
|
|
|
5,356
|
|
|
93,163
|
|
||||||||
A.J. Klotsche
|
|
2013
|
|
25,784
|
|
|
674
|
|
|
12,386
|
|
|
3,506
|
|
|
—
|
|
|
—
|
|
|
3,125
|
|
|
45,475
|
|
||||||||
|
|
2012
|
|
53,747
|
|
|
407
|
|
|
15,509
|
|
|
3,506
|
|
|
—
|
|
|
—
|
|
|
4,189
|
|
|
77,358
|
|
||||||||
|
|
2011
|
|
53,191
|
|
|
709
|
|
|
14,606
|
|
|
3,506
|
|
|
—
|
|
|
—
|
|
|
5,135
|
|
|
77,148
|
|
||||||||
S. Millar (1)
|
|
2013
|
|
49,227
|
|
|
—
|
|
|
24,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,508
|
|
||||||||
P.C. Sephton(2)
|
|
2013
|
|
57,264
|
|
|
12,063
|
|
|
32,259
|
|
|
4,658
|
|
|
—
|
|
|
—
|
|
|
549,222
|
|
|
655,466
|
|
||||||||
|
|
2012
|
|
57,231
|
|
|
12,156
|
|
|
32,508
|
|
|
4,967
|
|
|
—
|
|
|
—
|
|
|
2,624
|
|
|
109,486
|
|
||||||||
|
|
2011
|
|
57,091
|
|
|
12,323
|
|
|
31,800
|
|
|
5,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,249
|
|
||||||||
M. O. Williamson
|
|
2013
|
|
40,581
|
|
|
798
|
|
|
10,847
|
|
|
5,501
|
|
|
—
|
|
|
—
|
|
|
4,340
|
|
|
62,067
|
|
||||||||
|
|
2012
|
|
67,001
|
|
|
471
|
|
|
15,188
|
|
|
5,501
|
|
|
—
|
|
|
—
|
|
|
4,332
|
|
|
92,492
|
|
||||||||
|
|
2011
|
|
47,059
|
|
|
820
|
|
|
14,436
|
|
|
5,501
|
|
|
—
|
|
|
—
|
|
|
5,277
|
|
|
73,093
|
|
(2)
|
The amounts in this table for Mr. Sephton, who works and lives in the United Kingdom, were paid to him in British Pounds. The amounts shown in U.S. dollars in the table above were converted from British Pounds at the average exchange rate for fiscal 2013: $1 = £0.6385, 2012: $1 =£0.6336, 2011: $1 = £0.6250. Mr. Sephton resigned as President-Brady EMEA and Vice President, Brady Corporation effective April 30, 2013 and his employment with the Company terminated on July 31, 2013. Mr. Sephton's severance payment of 349,000 GBP (converted into $546,618), inclusive of 9,000 GBP in legal fees, is included in Other in the table above.
|
|
|
Grant
|
|
Compensation
Committee Approval
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
|
All Other
Option
Awards:
Number of
Securities
Under-
lying
Options
|
|
All Other
Stock Awards:
Number of
Shares of Stock or Units
|
Exercise
or Base
Price of
Stock
or
Option
Awards
|
|
Grant
Date Fair
Value
of
Stock and
Option
Awards
|
|||||||||||||||
Name
|
|
Date
|
|
Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
(#)
|
|
(#)
|
(2)
|
|
($)
|
|||||||||||
F.M. Jaehnert
|
|
8/1/2012
|
|
7/24/2012
|
|
$
|
—
|
|
|
$
|
800,000
|
|
|
$
|
1,600,000
|
|
|
|
|
|
|
|
|
|||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,000
|
|
|
|
$
|
30.21
|
|
|
$
|
834,300
|
|
|||
T.J. Felmer
|
|
8/1/2012
|
|
7/24/2012
|
|
—
|
|
|
264,250
|
|
|
369,950
|
|
|
|
|
|
|
|
|
||||||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,500
|
|
|
|
30.21
|
|
|
421,785
|
|
|||||
A.J. Klotsche
|
|
8/1/2012
|
|
7/24/2012
|
|
—
|
|
|
223,825
|
|
|
447,650
|
|
|
|
|
|
|
|
|
||||||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
|
30.21
|
|
|
278,100
|
|
|||||
S. Millar
|
|
8/1/2012
|
|
7/24/2012
|
|
—
|
|
|
213,020
|
|
|
298,227
|
|
|
|
|
|
|
|
|
||||||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
|
30.21
|
|
|
278,100
|
|
|||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10,000 (3)
|
30.21
|
|
|
302,100
|
|
||||||
P.C. Sephton
|
|
8/1/2012
|
|
7/24/2012
|
|
—
|
|
|
252,165
|
|
|
353,031
|
|
|
|
|
|
|
|
|
||||||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
|
30.21
|
|
|
278,100
|
|
|||||
M.O. Williamson
|
|
8/1/2012
|
|
7/24/2012
|
|
—
|
|
|
266,466
|
|
|
373,053
|
|
|
|
|
|
|
|
|
||||||||
|
|
9/21/2012
|
|
9/10/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
|
30.21
|
|
|
278,100
|
|
(1)
|
The awards were made under the Company’s annual cash incentive plan. The structure of the plan is described in the Compensation Discussion and Analysis above. Award levels are set prior to the beginning of the fiscal year and payouts can range from 0 to 200 percent of the target.
|
(2)
|
The exercise price is the average of the high and low sale prices of the Company’s Class A Common Stock as reported by the New York Stock Exchange on the date of the grant. The average of the high and low sale prices of the Company’s Class A Common Stock as reported by the New York Stock Exchange on the grant date was $30.21 on September 21, 2012.
|
(3)
|
Represents 10,000 restricted stock units granted to Stephen Millar on September 21, 2012 at a fair value of $30.21 per RSU.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration Date
|
|
Equity Incentive
Plan Awards;
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)
|
|||||||
F.M. Jaehnert
|
|
60,000
|
|
|
|
|
$
|
22.63
|
|
|
8/2/2014
|
|
|
|
|
||||
|
|
60,000
|
|
|
|
|
28.84
|
|
|
11/18/2014
|
|
|
|
|
|||||
|
|
60,000
|
|
|
|
|
33.89
|
|
|
8/1/2015
|
|
|
|
|
|||||
|
|
50,000
|
|
|
|
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||||
|
|
50,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
50,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
50,000
|
|
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
|||||
|
|
56,667
|
|
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|||||
|
|
70,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|
|
33,334
|
|
|
83,333
|
|
(1)
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
||||
|
|
66,667
|
|
|
33,333
|
|
(2)
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
||||
|
|
|
|
130,000
|
|
(3)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
30,000
|
|
|
60,000
|
|
(6)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
|
|
90,000
|
|
(7)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
50,000
|
|
(4)
|
$
|
1,663,500
|
|
||||
|
|
|
|
|
|
|
|
|
|
66,667
|
|
(8)
|
2,218,011
|
|
|||||
T.J. Felmer
|
|
30,000
|
|
|
|
|
33.89
|
|
|
8/1/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
|||||
|
|
23,334
|
|
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|||||
|
|
35,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
11,667
|
|
|
29,166
|
|
(1)
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
||||
|
|
26,667
|
|
|
13,333
|
|
(2)
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
||||
|
|
|
|
45,000
|
|
(3)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
11,667
|
|
|
23,333
|
|
(6)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
|
|
45,500
|
|
(7)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
35,000
|
|
(4)
|
1,164,450
|
|
|||||
A.J. Klotsche
|
|
30,000
|
|
|
|
|
33.89
|
|
|
8/1/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
23,334
|
|
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|||||
|
|
35,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
10,000
|
|
|
25,000
|
|
(1)
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
||||
|
|
23,334
|
|
|
11,666
|
|
(2)
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
||||
|
|
|
|
40,000
|
|
(3)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
10,000
|
|
|
20,000
|
|
(6)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
|
|
30,000
|
|
(7)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
35,000
|
|
(4)
|
1,164,450
|
|
|||||
S. Millar
|
|
5,000
|
|
|
|
|
28.84
|
|
|
11/18/2014
|
|
|
|
|
|||||
|
|
3,500
|
|
|
|
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||||
|
|
5,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
5,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
7,500
|
|
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
|||||
|
|
10,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
6,667
|
|
|
3,333
|
|
(2)
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
||||
|
|
|
|
40,000
|
|
(3)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
10,000
|
|
|
20,000
|
|
(6)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
|
|
30,000
|
|
(7)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
10,000
|
|
(5)
|
332,700
|
|
|||||
P.C. Sephton (9)
|
|
30,000
|
|
|
|
|
28.84
|
|
|
11/18/2014
|
|
|
|
|
|||||
|
|
30,000
|
|
|
|
|
33.89
|
|
|
8/1/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
23,334
|
|
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|||||
|
|
15,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|
|
23,334
|
|
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
M.O.Williamson
|
|
30,000
|
|
|
|
|
22.63
|
|
|
8/2/2014
|
|
|
|
|
|||||
|
|
30,000
|
|
|
|
|
28.84
|
|
|
11/18/2014
|
|
|
|
|
|||||
|
|
30,000
|
|
|
|
|
33.89
|
|
|
8/1/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
25,000
|
|
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
|||||
|
|
23,334
|
|
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|||||
|
|
35,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
10,000
|
|
|
25,000
|
|
(1)
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
||||
|
|
23,334
|
|
|
11,666
|
|
(2)
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
||||
|
|
|
|
40,000
|
|
(3)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
10,000
|
|
|
20,000
|
|
(6)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
|
|
34,500
|
|
(7)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
35,000
|
|
(4)
|
1,164,450
|
|
(1)
|
Two-thirds of the shares vest in equal installments over a three-year period, with the vesting date being the date the Audit Committee accepts the results of the fiscal year audit confirming the achievement of annual EPS growth levels. The remaining one-third of the shares vest at plan year three depending upon the Company’s EPS growth for fiscal 2013 over fiscal 2010 in comparison with other corporations in the S&P 600 Index.
|
(2)
|
The remaining options will vest on September 24, 2013.
|
(3)
|
The performance-based stock options granted on August 1, 2011 become exercisable in equal annual installments over a three-year period, with the vesting date being the date the Audit Committee accepts the results of the fiscal year audit confirming the achievement of annual 15 percent EPS growth. In the event the annual EPS growth goal is not achieved with respect to any fiscal year, the options may vest in full at the end of either fiscal 2013 or fiscal 2014 if the Corporation’s Compounded Annual Growth Rate (“CAGR”) for EPS over fiscal 2011 is 15 percent or more.
|
(4)
|
Effective July 20, 2011, the Management Development & Compensation Committee of the Board of Directors of the Company approved an amendment to the granting agreement under which the Company issued performance-based restricted stock on January 8, 2008. Pursuant to the amendment, the shares will vest upon meeting a financial performance vesting requirement based upon the Company’s EPS growth at either July 31, 2013 or July 31, 2014, provided that the senior executives remain employed through July 31, 2014.
|
(5)
|
On September 21, 2012, Mr. Millar was awarded 10,000 restricted stock units with both a performance vesting requirement and a service vesting requirement (two years). As of July 31, 2013, the vesting criteria for this award have not been met.
|
(6)
|
One-half of the options vest on September 30, 2013 and the remaining options vest on September 30, 2014.
|
(7)
|
One-third of the options vest on September 21, 2013, one-third of the options vest on September 21, 2014, and one-third of the options vest on September 21, 2015.
|
(8)
|
Effective August 2, 2010, a grant of 100,000 shares of performance-based restricted stock was issued to Mr. Jaehnert, which included both a performance vesting requirement based upon earnings per share growth and a service vesting requirement prorated at July 31, 2013, July 31, 2014 and July 31, 2015. As of July 31, 2013, 1/3 or 33,333 shares have vested.
|
(9)
|
On account of his resignation, Mr. Sephton has ninety days after his resignation date of July 31, 2013 to exercise the outstanding vested stock options not withstanding the expiration date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting ($)
|
||||||
F.M. Jaehnert
|
|
197,000
|
|
|
$
|
3,411,368
|
|
|
33,333
|
|
|
$
|
1,108,989
|
|
T.J. Felmer
|
|
70,000
|
|
|
598,760
|
|
|
—
|
|
|
—
|
|
||
A.J. Klotsche
|
|
105,000
|
|
|
899,395
|
|
|
—
|
|
|
—
|
|
||
S. Millar
|
|
6,000
|
|
|
98,550
|
|
|
—
|
|
|
—
|
|
||
P.C. Sephton
|
|
109,000
|
|
|
1,063,786
|
|
|
—
|
|
|
—
|
|
||
M.O. Williamson
|
|
14,000
|
|
|
197,555
|
|
|
—
|
|
|
—
|
|
Name
|
|
Executive
Contributions in
Last Fiscal Year
($)
|
|
Registrant
Contributions in
Last Fiscal Year
($)
|
|
Aggregate
Earnings in
Last Fiscal Year
($)
|
|
Aggregate
Withdrawals/
Distributions
($)
|
|
Aggregate
Balance at
Last Fiscal Year
End ($)
|
||||||||||
F.M. Jaehnert
|
|
$
|
21,800
|
|
|
$
|
43,800
|
|
|
$
|
1,158,726
|
|
|
$
|
—
|
|
|
$
|
5,163,559
|
|
T.J. Felmer
|
|
5,100
|
|
|
10,200
|
|
|
489,290
|
|
|
—
|
|
|
2,276,808
|
|
|||||
A.J. Klotsche
|
|
4,220
|
|
|
5,720
|
|
|
133,102
|
|
|
—
|
|
|
627,356
|
|
|||||
S. Millar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
P.C. Sephton
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
M.O. Williamson
|
|
34,284
|
|
|
19,709
|
|
|
224,650
|
|
|
—
|
|
|
1,157,787
|
|
•
|
The amounts shown in the tables assume that each named executive officer terminated employment on
July 31, 2013
. Accordingly, the tables reflect amounts earned as of
July 31, 2013
, and include estimates of amounts that would be paid to the named executive officer upon the occurrence of a change in control. The actual amounts that would be paid to a named executive officer can only be determined at the time of termination.
|
•
|
The tables below include amounts the Company is obligated to pay the named executive officer as a result of the executed change in control agreement. The tables do not include benefits that are paid generally to all salaried employees or a broad group of salaried employees. Therefore, the named executive officers would receive benefits in addition to those set forth in the tables.
|
•
|
A named executive officer is entitled to receive base salary earned during his term of employment regardless of the manner in which the named executive officer’s employment is terminated. As such, this amount is not shown in the tables.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
2,400,000
|
|
2,826,439
|
|
|
3,881,511
|
|
|
1,684,197
|
|
|
1,834,368
|
|
|
25,000
|
|
|
12,651,515
|
|
(1)
|
Represents three times the base salary in effect at
July 31, 2013
.
|
(2)
|
Represents three times the average bonus payment received in the last three fiscal years ended July 31, 2013, 2012 and 2011.
|
(3)
|
Represents the closing market price of $33.27 on 116,667 unvested awards that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $33.27 and the exercise price on 396,666 unvested stock options in-the-money that would vest due to the change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
755,000
|
|
595,220
|
|
|
1,164,450
|
|
|
652,024
|
|
|
528,928
|
|
|
25,000
|
|
|
3,720,622
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2013
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended July 31, 2013 and 2012.
|
(3)
|
Represents the closing market price of $33.27 on 35,000 unvested awards that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $33.27 and the exercise price on 156,332 unvested stock options in-the-money that would vest due to the change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
643,000
|
|
471,586
|
|
|
1,164,450
|
|
|
537,647
|
|
|
473,716
|
|
|
25,000
|
|
|
3,315,399
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2013
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended July 31, 2013 and 2012.
|
(3)
|
Represents the closing market price of $33.27 on 35,000 unvested awards that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $33.27 and the exercise price on 126,666 unvested stock options in-the-money that would vest due to the change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
608,626
|
|
191,076
|
|
|
332,700
|
|
|
379,899
|
|
|
232,713
|
|
|
25,000
|
|
|
1,770,014
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2013
. As Mr. Millar works and lives in Australia, his base salary is paid to him in Australian Dollars. The amount shown in U.S. dollars was converted from Australian Dollars at the average fiscal 2013 exchange rate: $1 = 0.9825 AUD.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended July 31, 2013 and 2012.
|
(3)
|
Represents the closing market price of $33.27 on 10,000 unvested awards that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $33.27 and the exercise price on 93,333 unvested stock options in-the-money that would vest due to the change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
720,452
|
|
353,087
|
|
|
1,164,450
|
|
|
—
|
|
|
433,480
|
|
|
25,000
|
|
|
2,696,469
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2013
. As Mr. Sephton works and lives in the United Kingdom, his base salary is paid to him in British Pounds. The amount shown in U.S. dollars was converted from British Pounds at the average fiscal 2013 exchange rate: $1 = £0.6385.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended July 31, 2013 and 2012.
|
(3)
|
Represents the closing market price of $33.27 on 35,000 unvested awards that would vest due to the change in control.
|
(4)
|
There are no unvested stock options that are in-the-money based upon the closing market price of $33.27 at
July 31, 2013
.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($) (1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award Acceleration
Gain $ (3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
761,333
|
|
546,076
|
|
|
1,164,450
|
|
|
551,417
|
|
|
532,935
|
|
|
25,000
|
|
|
3,581,211
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2013
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended July 31, 2013 and 2012.
|
(3)
|
Represents the closing market price of $33.27 on 35,000 unvested awards that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $33.27 and the exercise price on 131,166 unvested stock options in-the-money that would vest due to the change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Name
|
|
Unvested Shares
of Restricted
Stock/RSUs as of
July 31, 2013
|
|
Restricted Stock/RSUs Award Acceleration
Gain $ (1)
|
|
Unvested Stock
Options
In-the
Money as of
July 31, 2013
|
|
Stock Option
Acceleration
Gain $ (2)
|
||||
F.M. Jaehnert
|
|
116,667
|
|
|
3,881,511
|
|
|
396,666
|
|
|
1,684,197
|
|
T.J. Felmer
|
|
35,000
|
|
|
1,164,450
|
|
|
156,332
|
|
|
652,024
|
|
A.J. Klotsche
|
|
35,000
|
|
|
1,164,450
|
|
|
126,666
|
|
|
537,647
|
|
S. Millar
|
|
10,000
|
|
|
332,700
|
|
|
93,333
|
|
|
379,899
|
|
P.C. Sephton
|
|
35,000
|
|
|
1,164,450
|
|
|
—
|
|
|
—
|
|
M.O. Williamson
|
|
35,000
|
|
|
1,164,450
|
|
|
131,166
|
|
|
551,417
|
|
(1)
|
Represents the closing market price of $33.27 on unvested awards that would vest due to the change in control.
|
(2)
|
Represents the difference between the closing market price of $33.27 and the exercise price on unvested stock options in-the-money that would vest due to death or disability.
|
Name
|
|
Fees Earned
or Paid in
Cash ($)
|
|
Option
Awards ($) (1)
|
|
Stock
Awards ($) (2)
|
|
Total ($)
|
||||||||
Patrick W. Allender
|
|
$
|
107,500
|
|
|
$
|
39,573
|
|
|
$
|
43,587
|
|
|
$
|
190,660
|
|
Gary S. Balkema
|
|
106,000
|
|
|
39,573
|
|
|
43,587
|
|
|
189,160
|
|
||||
Chan W. Galbato (3)
|
|
120,250
|
|
|
39,573
|
|
|
43,587
|
|
|
203,410
|
|
||||
Conrad G. Goodkind
|
|
112,500
|
|
|
39,573
|
|
|
43,587
|
|
|
195,660
|
|
||||
Frank W. Harris
|
|
91,500
|
|
|
39,573
|
|
|
43,587
|
|
|
174,660
|
|
||||
Elizabeth P. Pungello
|
|
86,000
|
|
|
39,573
|
|
|
43,587
|
|
|
169,160
|
|
||||
Bradley C. Richardson
|
|
118,000
|
|
|
39,573
|
|
|
43,587
|
|
|
201,160
|
|
(1)
|
Represents the grant date fair value computed in accordance with accounting guidance for equity grants made in fiscal 2013 for time-based stock options. The assumptions used to determine the value of the option awards, including the use of the Black-Scholes method of valuation by the Company, are discussed in Note 1 of the Notes to Consolidated Financial Statements of the Company contained in Item 8 of this Form 10-K for the fiscal year ended
July 31, 2013
.
|
(2)
|
Represents the fair value of shares of Brady Corporation Class A Non-Voting Common Stock granted in fiscal 2013 as compensation for their services. The shares were valued at the closing market price of $30.06 on September 21, 2012, the date of grant.
|
(3)
|
Mr. Galbato resigned from the Board on May 19, 2013.
|
Title of Class
|
|
Name and Address of Beneficial Owner
|
|
Amount of
Beneficial
Ownership
|
|
Percent of
Ownership(2)
|
|||
Class B Common Stock
|
|
EBL GST Non-Exempt Stock B Trust(1) c/o Elizabeth P. Pungello 2002 S. Hawick Ct. Chapel Hill, NC 27516
|
|
1,769,304
|
|
|
50
|
%
|
|
|
|
William H. Brady III Revocable Trust of 2003(3)
|
|
1,769,304
|
|
|
50
|
%
|
|
|
|
c/o William H. Brady III
249 Rosemont Ave.
Pasadena, CA 91103
|
|
|
|
|
(1)
|
The trustee is Elizabeth P. Pungello, who has sole voting and dispositive power and who is the remainder beneficiary. Elizabeth Pungello is the great-granddaughter of William H. Brady and currently serves on the Company’s Board of Directors.
|
(2)
|
An additional 20 shares are owned by a third trust with different trustees.
|
(3)
|
William H. Brady III is special trustee of this trust and has sole voting and dispositive powers with respect to these shares. William H. Brady III is the grandson of William H. Brady.
|
Title of Class
|
|
Name of Beneficial Owner & Nature of Beneficial Ownership
|
|
Amount of
Beneficial
Ownership(4)
|
|
Percent of
Ownership
|
||
Class A Common Stock
|
|
Elizabeth P. Pungello(1)
|
|
1,291,267
|
|
|
2.7
|
%
|
|
|
Frank M. Jaehnert(2)
|
|
937,383
|
|
|
1.9
|
|
|
|
Matthew O. Williamson
|
|
330,003
|
|
|
0.7
|
|
|
|
Thomas J. Felmer
|
|
301,933
|
|
|
0.6
|
|
|
|
Allan J. Klotsche
|
|
239,779
|
|
|
0.5
|
|
|
|
Conrad G. Goodkind
|
|
116,939
|
|
|
0.2
|
|
|
|
Frank W. Harris
|
|
75,879
|
|
|
0.2
|
|
|
|
Stephen Millar
|
|
66,000
|
|
|
0.1
|
|
|
|
Patrick W. Allender
|
|
63,730
|
|
|
0.1
|
|
|
|
Bradley C. Richardson
|
|
43,273
|
|
|
*
|
|
|
|
Gary S. Balkema
|
|
24,717
|
|
|
*
|
|
|
|
Nancy Gioia (3)
|
|
—
|
|
|
—
|
|
|
|
All Officers and Directors as a Group (18 persons)(4)
|
|
3,943,627
|
|
|
8.2
|
|
Class B Common Stock
|
|
Elizabeth P. Pungello(1)
|
|
1,769,304
|
|
|
50.0
|
%
|
*
|
Indicates less than one-tenth of one percent.
|
(1)
|
Ms. Pungello’s holdings of Class A Common Stock include 876,826 shares owned by a trust for which she is a trustee and has sole dispositive and voting authority
.
Ms. Pungello’s holdings of Class B Common Stock include 1,769,304 shares owned by a trust over which she has sole dispositive and voting authority.
|
(2)
|
Of the amount reported, Mr. Jaehnert’s spouse owns 5,446 shares of Class A Common Stock directly.
|
(3)
|
Ms. Gioia is a nominee for Director for fiscal 2014. She does not own any shares of Class A Common Stock as of August 2, 2013.
|
(4)
|
The amount shown for all officers and directors individually and as a group (18 persons) includes options to acquire a total of 2,278,190 shares of Class A Common Stock, which are currently exercisable or will be exercisable within 60 days of July 31, 2013, including the following: Ms. Pungello, 55,634 shares; Mr. Jaehnert, 733,334 shares; Mr. Williamson, 314,834 shares; Mr. Felmer, 266,835 shares; Mr. Klotsche, 228,334 shares; Mr. Millar, 66,000 shares; Mr. Goodkind, 41,634 shares; Mr. Harris, 49,634 shares; Mr. Allender, 41,634 shares; Mr. Richardson, 35,634 shares; Mr. Balkema, 21,234 shares; Ms. Gioia (Director nominee), 0 shares; Mr. Hoffman, 192,891 shares; Mr. Curran, 131,891 shares; Ms. Johnson, 64,000 shares; Mr. Marks, 32,334 shares; and Mr. Meyer, 2,333 shares. It does not include other options for Class A Common Stock which have been granted at later dates and are not exercisable within 60 days of July 31, 2013.
|
(5)
|
The amount shown for all officers and directors individually and as a group (18 persons) includes Class A Common Stock owned in deferred compensation plans totaling 192,767 shares of Class A Common Stock, including the following: Ms. Pungello, 2,267 shares; Mr. Jaehnert, 92,612 shares; Mr. Williamson, 15,169 shares; Mr. Felmer, 11,131 shares; Mr. Klotsche, 8,330 shares; Mr. Millar, 0 shares; Mr. Goodkind, 24,002 shares; Mr. Harris, 0 shares; Mr. Allender, 22,096 shares; Mr. Richardson, 7,639 shares; Mr. Balkema 1,483 shares; Ms. Gioia (Director nominee), 0 shares; Mr. Hoffman, 1,815 shares; Mr. Bolognini, 0 shares; Mr. Curran, 109 shares; Ms. Johnson, 6,114 shares; Mr. Marks, 0 shares; and Mr. Meyer, 0 shares.
|
|
|
As of July 31, 2013
|
||||||||
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
|
||||
Equity compensation plans approved
by security holders
|
|
5,150,975
|
|
|
$
|
30.68
|
|
|
4,359,943
|
|
Equity compensation plans not
approved by security holders
|
|
None
|
|
|
None
|
|
|
None
|
|
|
Total
|
|
5,150,975
|
|
|
$
|
30.68
|
|
|
4,359,943
|
|
|
|
2013
|
|
2012
|
||||
|
|
(Dollars in thousands)
|
||||||
Audit, audit-related and tax compliance
|
|
|
|
|
||||
Audit fees(1)
|
|
$
|
1,671
|
|
|
$
|
1,411
|
|
Tax fees — compliance
|
|
292
|
|
|
115
|
|
||
Subtotal audit, audit-related and tax compliance fees
|
|
1,963
|
|
|
1,526
|
|
||
Non-audit related
|
|
|
|
|
||||
Tax fees — planning and advice
|
|
464
|
|
|
314
|
|
||
Other fees (2)
|
|
10
|
|
|
132
|
|
||
Subtotal non-audit related fees
|
|
474
|
|
|
446
|
|
||
Total fees
|
|
$
|
2,437
|
|
|
$
|
1,972
|
|
(1)
|
Audit fees consist of professional services rendered for the audit of the Company’s annual financial statements, attestation of management’s assessment of internal control, reviews of the quarterly financial statements and statutory reporting compliance.
|
(2)
|
All other fees relate to expatriate activities.
|
|
|
2013
|
|
2012
|
Ratio of Tax Planning and Advice Fees and All Other Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees
|
|
.2 to 1
|
|
.3 to 1
|
Exhibit
Number
|
Description
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of December 28, 2012, by and among Brady Corporation, BC I Merger Sub Corporation, Precision Dynamics Corporation, and Precision Dynamics Holding LLC (29)
|
3.1
|
|
Restated Articles of Incorporation of Brady Corporation (1)
|
3.2
|
|
By-laws of Brady Corporation, as amended (23)
|
*10.1
|
|
Form of Change of Control Agreement, amended as of December 23, 2008, entered into with Thomas J. Felmer, Allan J. Klotsche, Peter C. Sephton, and Matthew O. Williamson (12)
|
*10.2
|
|
Brady Corporation BradyGold Plan, as amended (2)
|
*10.3
|
|
Executive Additional Compensation Plan, as amended (2)
|
*10.4
|
|
Executive Deferred Compensation Plan, as amended (16)
|
*10.5
|
|
Directors’ Deferred Compensation Plan, as amended (25)
|
*10.6
|
|
Forms of Non-Qualified Employee Stock Option Agreement, Director Stock Option Agreement, and Employee Performance Stock Option Agreement under 2006 Omnibus Incentive Stock Plan (10)
|
*10.7
|
|
Brady Corporation 2004 Omnibus Incentive Stock Plan, as amended (10)
|
*10.8
|
|
Form of Brady Corporation 2004 Nonqualified Stock Option Agreement under the 2004 Omnibus Incentive Stock Plan, as amended (13)
|
10.9
|
|
Brady Corporation Automatic Dividend Reinvestment Plan (4)
|
*10.10
|
|
Brady Corporation 2005 Nonqualified Plan for Non-employee Directors, as amended (3)
|
*10.11
|
|
Forms of Nonqualified Stock Option Agreements under 2005 Non-qualified Plan for Non-employee Directors, as amended (8)
|
*10.12
|
|
Brady Corporation 1997 Omnibus Incentive Stock Plan, as amended (10)
|
*10.13
|
|
Brady Corporation 1997 Nonqualified Stock Option Plan for Non-Employee Directors, as amended (10)
|
10.14
|
|
Revolving Credit Facility Credit Agreement (Superseded) (14)
|
*10.15
|
|
Brady Corporation 2006 Omnibus Incentive Stock Plan, as amended (10)
|
*10.16
|
|
Change of Control Agreement, amended as of May 22, 2013, entered into with Scott Hoffman (30)
|
10.17
|
|
First Amendment to Revolving Credit Facility Credit Agreement (Superseded) (6)
|
*10.18
|
|
Form of Amendment, dated March 4, 2009, to granting agreement for performance-based stock options issued on August 2, 2004 to Frank M. Jaehnert, Thomas J. Felmer, Peter C. Sephton, Matthew O. Williamson, and Allan J. Klotsche (12)
|
*10.19
|
|
Form of Performance-based Restricted Stock Agreement under Brady Corporation 2006 Omnibus Incentive Stock Plan (7)
|
*10.20
|
|
Change of Control Agreement, amended as of December 23, 2008, entered into with Frank M. Jaehnert (12)
|
*10.21
|
|
Restated Brady Corporation Restoration Plan (5)
|
*10.22
|
|
Change of Control Agreement, dated as of February 28, 2013, entered into with Louis T. Bolognini (30)
|
*10.23
|
|
Brady Corporation 2003 Omnibus Incentive Stock Plan, as amended (10)
|
10.24
|
|
Brady Note Purchase Agreement dated June 28, 2004 (11)
|
10.25
|
|
First Supplement to Note Purchase Agreement, dated February 14, 2006 (9)
|
10.26
|
|
Second Supplement to Note Purchase Agreement, dated March 23, 2007 (24)
|
*10.27
|
|
Form of Change of Control Agreement, amended as of December 23, 2008, entered into with Kathleen Johnson (12)
|
*10.28
|
|
Brady Corporation 2010 Omnibus Incentive Stock Plan, as amended (22)
|
*10.29
|
|
Brady Corporation 2010 Nonqualified Stock Option Plan for Non-employee Directors (17)
|
*10.30
|
|
Form of Non-Qualified Employee Stock Option Agreement and Employee Performance Stock Option Agreement under 2010 Omnibus Incentive Stock Plan (17)
|
*10.31
|
|
Form of Director Stock Option Agreement under 2010 Nonqualified Stock Option Plan for Non-employee Directors (17)
|
*10.32
|
|
Form of Amendment, dated February 17, 2010, to granting agreement for performance-based stock options issued on August 1, 2005 to Frank M. Jaehnert, Thomas J. Felmer, Peter C. Sephton, Matthew O. Williamson and Allan J. Klotsche (18)
|
10.33
|
|
Brady Note Purchase Agreement dated May 13, 2010 (19)
|
*10.34
|
|
Performance-based Restricted Stock Agreement with Frank M. Jaehnert, dated August 2, 2010 (20)
|
*10.35
|
|
Form of Amendment to January 8, 2008 Brady Corporation Performance-Based Restricted Stock Agreement, dated July 20, 2011 (21)
|
*10.36
|
|
Brady Corporation Incentive Compensation Plan for Senior Executives (15)
|
*10.37
|
|
Form of Fiscal 2012 Performance Stock Option under the 2010 Omnibus Incentive Stock Plan (26)
|
*10.38
|
|
Brady Corporation 2012 Omnibus Incentive Stock Plan (26)
|
*10.39
|
|
Form of Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (26)
|
*10.40
|
|
Form of Non-Qualified Employee Performance Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (26)
|
*10.41
|
|
Form of Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (26)
|
*10.42
|
|
Change of Control Agreement, dated November 21, 2011, entered into with Stephen Millar (27)
|
10.43
|
|
Revolving Credit Agreement, dated as of February 1, 2012 (28)
|
*10.44
|
|
Form of Fiscal 2013 Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (31)
|
*10.45
|
|
Form of Fiscal 2013 Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (31)
|
*10.46
|
|
Performance-Based Restricted Stock Unit Agreement with Stephen Millar, dated September 21, 2012 (31)
|
*10.47
|
|
Severance Agreement, dated as of March 25, 2013, entered into with Peter Sephton (30)
|
*10.48
|
|
Form of Fiscal 2014 Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan
|
*10.49
|
|
Form of Fiscal 2014 Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan
|
*10.50
|
|
Form of Fiscal 2014 Restricted Stock Unit Agreement under 2012 Omnibus Incentive Stock Plan
|
21
|
|
Subsidiaries of Brady Corporation
|
23
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Frank M. Jaehnert
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Thomas J. Felmer
|
32.1
|
|
Section 1350 Certification of Frank M. Jaehnert
|
32.2
|
|
Section 1350 Certification of Thomas J. Felmer
|
101
|
|
Interactive Data File
|
*
|
Management contract or compensatory plan or arrangement
|
(1)
|
Incorporated by reference to Registrant’s Registration Statement No. 333-04155 on Form S-3
|
(2)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K filed for the fiscal year ended July 31, 1989
|
(3)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed November 25, 2008
|
(4)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 1992
|
(5)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008
|
(6)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed March 19, 2008
|
(7)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed January 9, 2008
|
(8)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed December 4, 2006
|
(9)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 17, 2006
|
(10)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2008
|
(11)
|
Incorporated by reference to Registrant’s 8-K/A filed August 3, 2004
|
(12)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2009
|
(13)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005
|
(14)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2006
|
(15)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 2, 2011
|
(16)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011
|
(17)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2009
|
(18)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 23, 2010
|
(19)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 14, 2010
|
(20)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 4, 2010
|
(21)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K/A filed July 28, 2011
|
(22)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 27, 2010
|
(23)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 16, 2012
|
(24)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed March 26, 2007
|
(25)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 15, 2011
|
(26)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2011
|
(27)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2011
|
(28)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 7, 2012
|
(29)
|
Incorporated by reference to Registrant's Current Report on Form 8-K filed December 31, 2012
|
(30)
|
Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 2013
|
(31)
|
Incorporated by reference to Registrant's Annual Report on Form 10-K for the fiscal year ended July 31, 2012
|
|
|
Year ended July 31,
|
||||||||||
Description
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Valuation accounts deducted in balance sheet from assets to which they apply — Accounts receivable — allowance for doubtful accounts:
|
|
|
|
|
|
|
||||||
Balances at beginning of period
|
|
$
|
6,005
|
|
|
$
|
6,183
|
|
|
$
|
7,137
|
|
Additions — Charged to expense
|
|
1,018
|
|
|
1,593
|
|
|
1,287
|
|
|||
Due to acquired businesses
|
|
531
|
|
|
159
|
|
|
52
|
|
|||
Deductions — Bad debts written off, net of recoveries
|
|
(1,429
|
)
|
|
(1,930
|
)
|
|
(2,293
|
)
|
|||
Deductions — reclassified to discontinued operations
|
|
(1,032
|
)
|
|
—
|
|
|
—
|
|
|||
Balances at end of period
|
|
$
|
5,093
|
|
|
$
|
6,005
|
|
|
$
|
6,183
|
|
Inventory — reserve for slow-moving inventory:
|
|
|
|
|
|
|
||||||
Balances at beginning of period
|
|
$
|
11,316
|
|
|
$
|
13,009
|
|
|
$
|
15,944
|
|
Additions — Charged to expense
|
|
2,629
|
|
|
2,200
|
|
|
3,750
|
|
|||
Due to acquired businesses
|
|
2,887
|
|
|
445
|
|
|
632
|
|
|||
Deductions — Inventory write-offs
|
|
(1,811
|
)
|
|
(4,338
|
)
|
|
(7,317
|
)
|
|||
Deductions — reclassified to discontinued operations
|
|
(3,704
|
)
|
|
—
|
|
|
—
|
|
|||
Balances at end of period
|
|
$
|
11,317
|
|
|
$
|
11,316
|
|
|
$
|
13,009
|
|
Valuation allowances against deferred tax assets:
|
|
|
|
|
|
|
|
|
||||
Balances at beginning of period
|
|
25,847
|
|
|
31,844
|
|
|
27,510
|
|
|||
Additions during year
|
|
10,853
|
|
|
2,579
|
|
|
5,933
|
|
|||
Due to acquired businesses
|
|
983
|
|
|
—
|
|
|
—
|
|
|||
Deductions — valuation allowances reversed/utilized
|
|
(541
|
)
|
|
(3,226
|
)
|
|
(1,523
|
)
|
|||
Deductions — valuation allowances reversed/written off
|
|
—
|
|
|
(5,350
|
)
|
|
(76
|
)
|
|||
Balances at end of period
|
|
$
|
37,142
|
|
|
$
|
25,847
|
|
|
$
|
31,844
|
|
B
RADY
C
ORPORATION
|
||
By:
|
|
/s/ THOMAS J. FELMER
|
|
|
Thomas J. Felmer
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
/s/ FRANK M. JAEHNERT
|
|
President and Chief Executive Officer; Director
|
Frank M. Jaehnert
|
|
(
Principal Executive Officer
)
|
/s/ KATHLEEN M. JOHNSON
|
|
Vice President and Chief Accounting Officer
|
Kathleen M. Johnson
|
|
(Principal Accounting Officer)
|
/s/ BRADLEY C. RICHARDSON
|
|
|
Bradley C. Richardson
|
|
Director
|
/s/ PATRICK W. ALLENDER
|
|
|
Patrick W. Allender
|
|
Director
|
/s/ FRANK W. HARRIS
|
|
|
Frank W. Harris
|
|
Director
|
/s/ CONRAD G. GOODKIND
|
|
|
Conrad G. Goodkind
|
|
Director
|
/s/ ELIZABETH P. PUNGELLO
|
|
|
Elizabeth P. Pungello
|
|
Director
|
/s/ GARY S. BALKEMA
|
|
|
Gary S. Balkema
|
|
Director
|
*
|
Each of the above signatures is affixed as of September 30, 2013
|
1.
|
Number of Shares Optioned; Option Price
|
2.
|
Conditions of Exercise of Options During Employee’s Lifetime; Vesting of Option
|
3.
|
Termination of Employment
|
(a)
|
is terminated by the death of the Employee, any unexercised, unexpired Stock Options granted hereunder to the Employee shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Employee’s personal representative or by the person to whom the Stock Options are transferred under the Employee’s last will and testament or the applicable laws of descent and distribution;
|
(b)
|
dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Employee and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Employee’s personal representative or by the person to whom the Stock Options are transferred under the Employee’s last will and testament or the applicable laws of descent and distribution;
|
(c)
|
is terminated as a result of the disability of the Employee (a disability means that the Employee is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of Employee’s job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Employee shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; or
|
(d)
|
is terminated as a result of the Employee’s retirement (after age 55 with ten years of employment with the Corporation or an Affiliate or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Employee shall continue to vest as provided in Section 2 hereof and any option that is or becomes vested may be exercised in whole or in part prior to the expiration date of such option.
|
4.
|
Deferral of Exercise
|
5.
|
Method of Exercising Option
|
6.
|
Method of Payment
|
7.
|
Expiration Date
|
8.
|
Withholding Taxes
|
9.
|
Method of Valuation of Stock
|
10.
|
Confidentiality, Non-Solicitation and Non-Compete
|
(a)
|
During Employee's employment with the Corporation and its Affiliates (the "Company"), the Company will provide Employee with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. Employee agrees that all Confidential Information is and shall remain the sole and absolute property of the Company. Upon the
|
(i)
|
information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;
|
(ii)
|
inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;
|
(iii)
|
the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;
|
(iv)
|
the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and
|
(v)
|
other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.
|
(b)
|
Employee agrees that, without the written consent of the Chief Executive Officer of the Corporation, in the case of the Chief Executive Officer of the Corporation, without the written approval of the Board of Directors of the Corporation, Employee shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
|
(i)
|
During the time of Employee's employment with Company, Employee will not: (A) perform duties as or for a Competitor; or (B) participate in the inducement of or otherwise encourage Company employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Company.
|
(ii)
|
For a period of 12 months following the termination of Employee's employment with Company, Employee will not: (A) perform duties as or for a Competitor that are the same as or similar to the duties performed by Employee for the Company at any time during any part of the 24 month period preceding the termination of Employee's employment with Company; or (B) participate in the inducement of or otherwise encourage Company employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Company during any part of the 24 month period preceding the termination of Employee's employment with Company.
|
(c)
|
Employee acknowledges and agrees that compliance with this Section 10 is necessary to protect the Company, and that a breach of any of this Section 10 will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 10, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company shall institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 10, or to enjoin Employee from performing services in breach of Section 10(b) during the term of employment and for a period of 12 months following the termination of employment. Employee hereby agrees to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(d)
|
Employee further agrees that, in the event of a breach of this Section 10, the Corporation shall also be entitled to recover the value of any amounts previously paid or payable or any shares (or the value of any shares) delivered or deliverable to Employee pursuant to any Company bonus program, this Agreement, and any other Company plan or arrangement.
|
(e)
|
Employee agrees that the terms of this Section 10 shall survive the termination of Employee's employment with the Company.
|
(f)
|
EMPLOYEE HAS READ THIS SECTION 10 AND AGREES THAT THE CONSIDERATION PROVIDED BY THE CORPORATION IS FAIR AND REASONABLE AND FURTHER AGREES THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON EMPLOYEE'S ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
|
11.
|
Clawback
|
12.
|
No Rights in Shares Until Certificates Issued
|
13.
|
Option Not Transferable
|
14.
|
Prohibition Against Pledge, Attachment, Etc.
|
15.
|
Changes in Stock
|
16.
|
Dissolution or Merger
|
17.
|
Notices
|
18.
|
Provisions of Plan Controlling
|
19.
|
Wisconsin Contract
|
20.
|
Severability
|
1.
|
Number of Shares Optioned; Option Price.
The Company grants to the Director the right and option to purchase, on the terms and conditions hereof, all or any part of an aggregate of X,XXX shares of the presently authorized Class A Common Stock of the Company, $.01 par value, whether unissued or issued and reacquired by the Company, at the price of $XX.XX per share (the “Option Price”).
|
2.
|
Conditions of Exercise of Options During Director’s Lifetime; Vesting of Option
. Except as provided hereinafter in this paragraph and in paragraph 3, this Option may not be exercised (a) unless Director is at the date of the exercise a Director of the Company and (b) until Director shall have been continuously a Director for a period of at least one year from the date hereof. Thereafter, this Option shall be exercisable for any amount of shares up to the maximum percentage of shares covered by this Option (rounded up to the nearest whole share) as follows (but in no event shall this Option be exercisable for any shares after the expiration date provided in paragraph 7):
|
3.
|
Termination of Directorship, Etc
.
|
4.
|
Deferral of Exercise
. Although the Company intends to exert its best efforts so that the shares purchasable upon the exercise of this Option will be registered under, or exempt from the registration requirements of, the Federal Securities Act of 1933 (the “Act”) and any applicable state securities law at the time or times this Option (or any portion of this Option) first becomes exercisable, if the exercise of this Option would otherwise result in the violation by the Company of any provision of the Act or of any state securities law, the Company may require that such exercise be deferred until the Company has taken appropriate action to avoid any such violation.
|
5.
|
Method of Exercising Option
. This Option shall be exercised by delivering to the Company, at the office of its Treasurer, a written notice of the number of shares with respect to which this Option is at the time being exercised and by paying the Company in full the Option Price of the shares being acquired at the time.
|
6.
|
Method of Payment
. Payment shall be made either (i) in cash; (ii) by delivering shares of the Company’s Class A Common Stock which have been beneficially owned by the Director, the spouse of the Director, or both of them, for a period of at least six months prior to the time of exercise (“Delivered Stock”); (iii) by surrendering to the Company shares of Class A Common Stock otherwise receivable upon exercise of the Option (a “Net Exercise”); or (iv) any combination of the foregoing. Payment in the form of Delivered Stock shall be in the amount of the Fair Market Value of the stock at the date of exercise, determined in accordance with paragraph 9.
|
7.
|
Expiration Date
. This Option shall expire ten years after the date on which this Option was granted.
|
8.
|
Withholding Taxes
. The Company may require payment of or withhold any tax which it believes is payable as a result of the exercise of this Option, and the Company may defer making delivery with respect to the shares until arrangements satisfactory to the Company have been made with regard to any such withholding obligations. In lieu of part or all of any such payment, the Director, in satisfaction of all withholding taxes (including, without limitation, Federal income, FICA (Social Security and Medicare) and any state and local income taxes) payable as a result of such exercise, may elect, subject to such rules and regulations as the Company may adopt from time to time, to have the Company withhold that number of shares (valued at Fair Market Value on the date of exercise and rounded upward) required to settle such withholding taxes.
|
9.
|
Method of Valuation of Stock
. The “Fair Market Value” of the Class A Common Stock of the Company on any date shall mean, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sale prices recorded in composite transactions for such date or, if such date is not a business day or if no sales of shares shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date.
|
10.
|
Clawback
.
This Option is subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).
|
11.
|
No Rights in Shares Until Certificates Issued
. Neither the Director nor his heirs nor his personal representative shall have any of the rights or privileges of a stockholder of the Company in respect of any of the shares issuable upon the exercise of the Option herein granted, unless and until certificates representing such shares shall have been issued.
|
12.
|
Option Not Transferable During Director’s Lifetime
. This Option shall not be transferable by the Director other than by his will or by the laws of descent and distribution and shall be exercisable during his lifetime only by him.
|
13.
|
Prohibition Against Pledge, Attachment, Etc
. Except as otherwise herein provided, the Option herein granted and the rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.
|
14.
|
Changes in Stock
. In the event there are any changes in the Class A Common Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, rights offering or any other change affecting the Class A Common Stock of the Company, appropriate changes shall be made by the Board of Directors of the Company, in the aggregate number of shares and the purchase price and kind of shares subject to this Option, to prevent substantial dilution or enlargement of the rights granted to or available for Director.
|
15.
|
Dissolution or Merger
. Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Company, or upon any merger in which the Company is not the surviving corporation, at any time prior to the expiration date of the termination of this Option, the Director shall have the right immediately prior to the effective date of such dissolution, liquidation or merger, to surrender all or any unexercised portion of this Option to the Company for cash, subject to the discretion of the Board of Directors as to the exact timing of said surrender. Notwithstanding the foregoing, however, in the event Director has retired or died, Director’s right to surrender all or any unexercised portion of this Option under this paragraph shall be available only to the extent that at the time of any such surrender, Director would have been entitled to exercise this Option under paragraphs 2 or 3 hereof, as the case may be. The amount of cash to be paid to Director for the portion of this Option so surrendered, shall be equal to the number of shares of Class A Common Stock subject to the surrendered Option multiplied by the difference between the Option Price per share, as described in paragraph 1 hereof, and the Fair Market Value per share, determined in accordance with paragraph 9 hereof, as of the time of surrender.
|
16.
|
Notices
. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company in care of its Vice President and Chief Financial Officer, and any notice to be given to the Director may be addressed at the address as it appears on the Company’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope addressed as aforesaid, and deposited, postage prepaid, in the United States mail.
|
17.
|
Provisions of Plan Controlling
. This Option is subject in all respects to the provisions of the Plan. In the event of any conflict between any provisions of this Option and the provisions of the Plan, the provisions of the Plan shall control, except to the extent the Plan permits the Committee to modify the terms of an Option grant and has done so herein. Terms defined in the Plan where used herein shall have the meanings as so defined. Director acknowledges receipt of a copy of the Plan.
|
18.
|
Wisconsin Contract
. This Option has been granted in Wisconsin and shall be construed under the laws of that state.
|
19.
|
Severability
. Wherever possible, each provision of this Option will be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.
|
1.
|
Number of Units
|
2.
|
Service Vesting Requirement
|
(a)
|
Vesting
. The Award shall be subject to the following service vesting requirement. If the Employee continues in employment through the vesting dates listed below, the Restricted Stock Units shall be vested as listed in the following table:
|
Vesting Date
|
Cumulative Percentage of V
ested Restricted Stock Units
|
|
|
First anniversary of grant date
|
33-1/3%
|
Second anniversary of grant date
|
66-2/3%
|
Third anniversary of grant date
|
100%
|
(b)
|
Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”
|
3.
|
Accelerated Vesting.
|
(a)
|
Notwithstanding the terms and conditions of Section 2 hereof, in the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to death or Disability, the Restricted Stock Units shall become fully vested.
|
(b)
|
In the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to a Change in Control, the Restricted Stock Units shall become unrestricted and fully vested.
|
(c)
|
In the event of (i) the merger or consolidation of the Corporation with or into another corporation or corporations in which the Corporation is not the surviving corporation, (ii) the adoption of any plan for the dissolution of the Corporation, or (iii) the sale or exchange of all or substantially all the assets of the Corporation for cash or for shares of stock or other securities of another corporation, the Restricted Stock Units shall become fully vested.
|
(d)
|
If the vesting of the Restricted Stock Units would result in any excise tax to the Employee as a result of Section 280G of the Code, the Corporation shall pay the Employee an amount equal to such excise tax.
|
4.
|
No Dividends
|
5.
|
Settlement of Restricted Stock Units.
|
6.
|
Transfer Restrictions
|
7.
|
Withholding Taxes
|
8.
|
Death of Employee
|
9.
|
Confidentiality, Non-Solicitation and Non-Compete
|
(a)
|
During Employee's employment with the Corporation and its Affiliates (the "Company"), the Company will provide Employee with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. Employee agrees that all Confidential Information is and shall remain the sole and absolute property of the Company. Upon the termination of Employee's employment with the Company for any reason, Employee shall immediately return to the Company all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. Executive further agrees that, without the written consent of the Chief Executive Officer of the Corporation or, in the case of the Chief Executive Officer of the Corporation, without the written approval of the Board of Directors of the Corporation, Employee will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of the Company, other than in connection with the authorized activities conducted in the course of Employee's employment with the Company. Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. For purposes of this Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation,
|
(i)
|
information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;
|
(ii)
|
inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;
|
(iii)
|
the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;
|
(iv)
|
the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and
|
(v)
|
other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.
|
(a)
|
Employee agrees that, without the written consent of the Chief Executive Officer of the Corporation, in the case of the Chief Executive Officer of the Corporation, without the written approval of the Board of Directors of the Corporation, Employee shall not engage in any of the conduct described in subsections (i) or (ii), below, either directly or indirectly, or as an employee, contractor, consultant, partner, officer, director or stockholder, other than a stockholder of less than 5% of the equities of a publicly traded corporation, or in any other capacity for any person, firm, partnership or corporation:
|
(i)
|
During the time of Employee's employment with Company, Employee will not: (A) perform duties as or for a Competitor; or (B) participate in the inducement of or otherwise encourage Company employees, clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Company.
|
(ii)
|
For a period of 12 months following the termination of Employee's employment with Company, Employee will not: (A) perform duties as or for a Competitor that are the same as or similar to the duties performed by Employee for the Company at any time during any part of the 24 month period preceding the termination of Employee's employment with Company; or (B) participate in the inducement of or otherwise encourage Company employees, clients, or vendors to currently and/or
|
(b)
|
Employee acknowledges and agrees that compliance with this Section 9 is necessary to protect the Company, and that a breach of any of this Section 9 will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. In the event of a breach of this Section 9, or any part thereof, the Company, and its successors and assigns, shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. The Company shall institute and prosecute proceedings in any Court of competent jurisdiction either in law or in equity to obtain damages for any such breach of this Section 9, or to enjoin Employee from performing services in breach of Section 9(b) during the term of employment and for a period of 12 months following the termination of employment. Employee hereby agrees to submit to the jurisdiction of any Court of competent jurisdiction in any disputes that arise under this Agreement.
|
(c)
|
Employee further agrees that, in the event of a breach of this Section 9, the Corporation shall also be entitled to recover the value of any amounts previously paid or payable or any shares (or the value of any shares) delivered or deliverable to Employee pursuant to any Company bonus program, this Agreement, and any other Company plan or arrangement.
|
(d)
|
Employee agrees that the terms of this Section 9 shall survive the termination of Employee's employment with the Company.
|
(e)
|
EMPLOYEE HAS READ THIS SECTION 9 AND AGREES THAT THE CONSIDERATION PROVIDED BY THE CORPORATION IS FAIR AND REASONABLE AND FURTHER AGREES THAT GIVEN THE IMPORTANCE TO THE COMPANY OF ITS CONFIDENTIAL AND PROPRIETARY INFORMATION, THE POST-EMPLOYMENT RESTRICTIONS ON EMPLOYEE'S ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.
|
10.
|
Clawback
|
11.
|
Adjustment of Shares
|
12.
|
Provisions of Plan Controlling
|
13.
|
Wisconsin Contract
|
14.
|
Severability
|
|
|
State (Country)
|
|
Percentage of Voting
|
Name of Company
|
|
Of Incorporation
|
|
Securities Owned
|
Brady Corporation
|
|
Wisconsin
|
|
Parent
|
Tricor Direct, Inc.
|
|
Delaware
|
|
100%
|
Doing Business As:
|
|
|
|
|
Seton
|
|
|
|
|
Seton Name Plate Company
|
|
|
|
|
D&G Sign and Label
|
|
|
|
|
Seton Identification Products
|
|
|
|
|
Emedco
|
|
|
|
|
Champion America
|
|
|
|
|
DAWG, Inc.
|
|
|
|
|
Worldmark of Wisconsin Inc.
|
|
Delaware
|
|
100%
|
AIO Acquisition Inc.
|
|
Delaware
|
|
100%
|
Doing Business As:
|
|
|
|
|
All-In-One Products
|
|
|
|
|
Personnel Concepts
|
|
|
|
|
Personnel Concepts Limited
|
|
|
|
|
Personnel Concepts Ltd.
|
|
|
|
|
PC Limited
|
|
|
|
|
USA Printing & Mailing
|
|
|
|
|
Dual Core LLC
|
|
Wisconsin
|
|
100%
|
Doing Business As:
|
|
|
|
|
Identicard Systems Worldwide
|
|
|
|
|
Brady People ID
|
|
|
|
|
JAM Plastics
|
|
|
|
|
PromoVision Palomino
|
|
|
|
|
Temtec
|
|
|
|
|
Stopware
|
|
|
|
|
BIG Badges
|
|
|
|
|
Brady Holdings Mexico LLC
|
|
Delaware
|
|
100%
|
Clement Communications, Inc.
|
|
Pennsylvania
|
|
100%
|
Brady International Co.
|
|
Wisconsin
|
|
100%
|
Brady Worldwide, Inc.
|
|
Wisconsin
|
|
100%
|
Also Doing Business As:
|
|
|
|
|
Brandon International
|
|
|
|
|
Sorbent Products Company
|
|
|
|
|
TISCOR
|
|
|
|
|
Electromark
|
|
|
|
|
Precision Dynamics Corporation
|
|
California
|
|
100%
|
Also Doing Business As:
|
|
|
|
|
Pharmex
|
|
|
|
|
PDMX, Inc.
|
|
California
|
|
100%
|
Precision Dynamics International, Inc.
|
|
California
|
|
100%
|
Brady Australia Holdings Pty. Ltd.
|
|
Australia
|
|
100%
|
Brady Australia Pty. Ltd.
|
|
Australia
|
|
100%
|
Seton Australia Pty. Ltd.
|
|
Australia
|
|
100%
|
Accidental Health & Safety Pty. Ltd.
|
|
Australia
|
|
100%
|
Trafalgar First Aid Pty. Ltd.
|
|
Australia
|
|
100%
|
Carroll Australasia Pty. Ltd.
|
|
Australia
|
|
100%
|
Scafftag Australia Pty. Ltd.
|
|
Australia
|
|
100%
|
Visisign Pty. Ltd.
|
|
Australia
|
|
100%
|
ID Warehouse Pty. Ltd.
|
|
Australia
|
|
100%
|
Mix Group Australasia Pty. Ltd.
|
|
Australia
|
|
100%
|
Transposafe Systems Belgium NV/SA
|
|
Belgium
|
|
100%
|
W.H. Brady, N.V.
|
|
Belgium
|
|
100%
|
PDC Belgium Holdings Sprl
|
|
Belgium
|
|
100%
|
PDC Europe Sprl
|
|
Belgium
|
|
100%
|
Stickolor Industria e Comércio de Auto Adesivos Ltda.
|
|
Brazil
|
|
100%
|
W.H.B. do Brasil Ltda.
|
|
Brazil
|
|
100%
|
BRC Financial
|
|
Canada
|
|
100%
|
W.H.B. Identification Solutions Inc.
|
|
Canada
|
|
100%
|
Doing Business As:
|
|
|
|
|
Brady
|
|
|
|
|
Identicam Systems
|
|
|
|
|
Seton
|
|
|
|
|
Brady Cayman Finance Company
|
|
Cayman Islands
|
|
100%
|
Brady Investment Management (Shanghai) Co., Ltd.
|
|
China
|
|
100%
|
Brady Technology (Wuxi) Co. Ltd.
|
|
China
|
|
100%
|
Brady (Beijing) Co. Ltd.
|
|
China
|
|
100%
|
Brady (Shenzhen) Co., Ltd.
|
|
China
|
|
100%
|
Brady Technology (Dongguan) Co., Ltd.
|
|
China
|
|
100%
|
Brady Technology (Langfang) Co., Ltd.
|
|
China
|
|
100%
|
Brady (Xiamen) Co., Ltd.
|
|
China
|
|
100%
|
Brady A/S
|
|
Denmark
|
|
100%
|
Braton Europe S.A.R.L
|
|
France
|
|
100%
|
Brady Groupe S.A.S
|
|
France
|
|
100%
|
Doing Business As:
|
|
|
|
|
Seton
|
|
|
|
|
Signals
|
|
|
|
|
BIG
|
|
|
|
|
Securimed S.A.S.
|
|
France
|
|
100%
|
Brady GmbH
|
|
Germany
|
|
100%
|
Doing Business As:
|
|
|
|
|
Seton
|
|
|
|
|
Balkhausen
|
|
|
|
|
Etimark
|
|
|
|
|
Brady Holdings GmbH & Co. KG
|
|
Germany
|
|
100%
|
Brady Holdings Verwaltungs GmbH
|
|
Germany
|
|
100%
|
Transposafe Systems Deutschland GmbH
|
|
Germany
|
|
100%
|
Bakee Metal Manufactory Company Limited
|
|
Hong Kong
|
|
100%
|
Brady Corporation Hong Kong Limited
|
|
Hong Kong
|
|
100%
|
Brady Company India Private Limited
|
|
India
|
|
100%
|
Brady Italia, S.r.l.
|
|
Italy
|
|
100%
|
Nippon Brady K.K.
|
|
Japan
|
|
100%
|
Brady S.à r.l.
|
|
Luxembourg
|
|
100%
|
Brady Luxembourg S.à r.l.
|
|
Luxembourg
|
|
100%
|
Brady Finance Luxembourg S.à r.l.
|
|
Luxembourg
|
|
100%
|
Brady Technology SDN. BHD.
|
|
Malaysia
|
|
100%
|
W. H. Brady S. de R.L. de C.V.
|
|
Mexico
|
|
100%
|
Brady Servicios, S. de R.L. de C.V.
|
|
Mexico
|
|
100%
|
Macquila Products del Noroeste S.de R.L. de C.V.
|
|
Mexico
|
|
100%
|
PDC Brazeletesy Productos S.de R.L. de C.V.
|
|
Mexico
|
|
100%
|
St. John Healthcare s.de R.L. de C.V.
|
|
Mexico
|
|
100%
|
Brady B.V.
|
|
Netherlands
|
|
100%
|
Brady Finance B.V.
|
|
Netherlands
|
|
100%
|
Holland Mounting Systems B.V.
|
|
Netherlands
|
|
100%
|
Transposafe Systems Holland B.V.
|
|
Netherlands
|
|
100%
|
Brady AS
|
|
Norway
|
|
100%
|
Pervaco AS
|
|
Norway
|
|
100%
|
Brady Philippines Direct Marketing Inc.
|
|
Philippines
|
|
100%
|
Transposafe Systems Polska Sp. Z.o.o.
|
|
Poland
|
|
100%
|
Brady ID Solutions S.R.L.
|
|
Romania
|
|
100%
|
Brady LLC
|
|
Russia
|
|
100%
|
Brady Corporation S.E.A. Pte. Ltd.
|
|
Singapore
|
|
100%
|
Brady Corporation Asia Pte. Ltd.
|
|
Singapore
|
|
100%
|
Brady Asia Holding Pte. Ltd.
|
|
Singapore
|
|
100%
|
Brady Corporation Asia Pacific Pte. Ltd.
|
|
Singapore
|
|
100%
|
Brady Asia Pacific Pte. Ltd.
|
|
Singapore
|
|
100%
|
Brady s.r.o.
|
|
Slovakia
|
|
100%
|
Wiremarkers Africa Pty. Ltd.
|
|
South Africa
|
|
100%
|
Grafo Wiremarkers Pty. Ltd.
|
|
South Africa
|
|
100%
|
Brady Korea LLP
|
|
South Korea
|
|
100%
|
Brady Identificación S.L.U.
|
|
Spain
|
|
100%
|
Brady AB
|
|
Sweden
|
|
100%
|
Brady Sweden Holding AB
|
|
Sweden
|
|
100%
|
Runelandhs Fastighter AB
|
|
Sweden
|
|
100%
|
Runelandhs Försäljnings AB
|
|
Sweden
|
|
100%
|
Brady Converting AB
|
|
Sweden
|
|
100%
|
Tradex AB
|
|
Sweden
|
|
100%
|
Brady Technologies (Thailand) Co. Ltd.
|
|
Thailand
|
|
100%
|
Brady Etiket ve Isaretleme Ticaret Ltd. Sirketi
|
|
Turkey
|
|
100%
|
Brady Middle East FZE
|
|
United Arab Emirates
|
|
100%
|
B.I. (UK) Limited
|
|
United Kingdom
|
|
100%
|
Brady Corporation Limited
|
|
United Kingdom
|
|
100%
|
Brady European Finance Limited
|
|
United Kingdom
|
|
100%
|
Brady European Holdings Limited
|
|
United Kingdom
|
|
100%
|
Date: September 30, 2013
|
|
|
|
/s/ FRANK M. JAEHNERT
|
|
Frank M. Jaehnert
|
|
President and Chief Executive Officer
|
|
Date: September 30, 2013
|
|
|
|
/s/ THOMAS J. FELMER
|
|
Thomas J. Felmer
|
|
Senior Vice President and Chief Financial Officer
|
|
Date: September 30, 2013
|
|
|
|
/s/ FRANK M. JAEHNERT
|
|
Frank M. Jaehnert
|
|
President and Chief Executive Officer
|
|
Date: September 30, 2013
|
|
|
|
/s/ THOMAS J. FELMER
|
|
Thomas J. Felmer
|
|
Senior Vice President and Chief Financial Officer
|
|