|
|
|
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|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
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)
|
|
(I.R.S. Employer
Identification No.)
|
6555 West Good Hope Road, Milwaukee, Wisconsin
|
|
53223
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
|
|
|
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|
|||
Non-accelerated filer
|
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¨
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|
Smaller reporting company
|
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¨
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Page
|
|
October 31, 2013
|
|
July 31, 2013
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
81,869
|
|
|
$
|
91,058
|
|
Accounts receivable—net
|
184,099
|
|
|
169,261
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
69,085
|
|
|
64,544
|
|
||
Work-in-process
|
17,757
|
|
|
14,776
|
|
||
Raw materials and supplies
|
18,102
|
|
|
15,387
|
|
||
Total inventories
|
104,944
|
|
|
94,707
|
|
||
Assets held for sale
|
132,616
|
|
|
119,864
|
|
||
Prepaid expenses and other current assets
|
46,671
|
|
|
37,600
|
|
||
Total current assets
|
550,199
|
|
|
512,490
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
624,165
|
|
|
617,236
|
|
||
Other intangible assets
|
152,812
|
|
|
156,851
|
|
||
Deferred income taxes
|
10,469
|
|
|
8,623
|
|
||
Other
|
21,821
|
|
|
21,325
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Land
|
7,978
|
|
|
7,861
|
|
||
Buildings and improvements
|
94,545
|
|
|
91,471
|
|
||
Machinery and equipment
|
270,371
|
|
|
266,787
|
|
||
Construction in progress
|
15,112
|
|
|
11,842
|
|
||
|
388,006
|
|
|
377,961
|
|
||
Less accumulated depreciation
|
263,112
|
|
|
255,803
|
|
||
Property, plant and equipment—net
|
124,894
|
|
|
122,158
|
|
||
Total
|
$
|
1,484,360
|
|
|
$
|
1,438,683
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
26,442
|
|
|
$
|
50,613
|
|
Accounts payable
|
92,044
|
|
|
82,519
|
|
||
Wages and amounts withheld from employees
|
47,968
|
|
|
42,413
|
|
||
Liabilities held for sale
|
43,976
|
|
|
34,583
|
|
||
Taxes, other than income taxes
|
8,968
|
|
|
8,243
|
|
||
Accrued income taxes
|
8,996
|
|
|
7,056
|
|
||
Other current liabilities
|
39,531
|
|
|
36,806
|
|
||
Current maturities on long-term debt
|
61,264
|
|
|
61,264
|
|
||
Total current liabilities
|
329,189
|
|
|
323,497
|
|
||
Long-term obligations, less current maturities
|
204,413
|
|
|
201,150
|
|
||
Other liabilities
|
84,784
|
|
|
83,239
|
|
||
Total liabilities
|
618,386
|
|
|
607,886
|
|
||
Stockholders’ investment:
|
|
|
|
||||
Class A nonvoting common stock—Issued 51,261,487 and 51,261,487 shares, respectively and outstanding 48,594,617 and 48,408,544 shares, respectively
|
513
|
|
|
513
|
|
||
Class B voting common stock—Issued and outstanding, 3,538,628 shares
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
308,835
|
|
|
306,191
|
|
||
Earnings retained in the business
|
552,291
|
|
|
538,512
|
|
||
Treasury stock—2,435,203 and 2,626,276 shares, respectively of Class A nonvoting
common stock, at cost |
(65,255
|
)
|
|
(69,797
|
)
|
||
Accumulated other comprehensive income
|
70,132
|
|
|
56,063
|
|
||
Other
|
(577
|
)
|
|
(720
|
)
|
||
Total stockholders’ investment
|
865,974
|
|
|
830,797
|
|
||
Total
|
$
|
1,484,360
|
|
|
$
|
1,438,683
|
|
|
Three months ended October 31,
|
||||||
|
(Unaudited)
|
||||||
|
2013
|
|
2012
|
||||
Net sales
|
$
|
305,974
|
|
|
$
|
270,866
|
|
Cost of products sold
|
149,029
|
|
|
121,342
|
|
||
Gross margin
|
156,945
|
|
|
149,524
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
8,587
|
|
|
7,887
|
|
||
Selling, general and administrative
|
112,687
|
|
|
99,009
|
|
||
Restructuring charges
|
6,840
|
|
|
—
|
|
||
Total operating expenses
|
128,114
|
|
|
106,896
|
|
||
Operating income
|
28,831
|
|
|
42,628
|
|
||
Other income and (expense):
|
|
|
|
||||
Investment and other income
|
762
|
|
|
397
|
|
||
Interest expense
|
(3,721
|
)
|
|
(4,163
|
)
|
||
Earnings from continuing operations before income taxes
|
25,872
|
|
|
38,862
|
|
||
Income tax expense
|
8,449
|
|
|
13,077
|
|
||
Earnings from continuing operations
|
$
|
17,423
|
|
|
$
|
25,785
|
|
Earnings from discontinued operations, net of income taxes
|
6,505
|
|
|
1,403
|
|
||
Net earnings
|
$
|
23,928
|
|
|
$
|
27,188
|
|
Earnings from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.33
|
|
|
$
|
0.50
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.50
|
|
Earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.32
|
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
0.49
|
|
Earnings from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.13
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.03
|
|
Earnings from discontinued operations per Class B Voting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.12
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.02
|
|
Net Earnings per Class A Nonvoting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.46
|
|
|
$
|
0.53
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.53
|
|
Dividends
|
$
|
0.195
|
|
|
$
|
0.19
|
|
Net earnings per Class B Voting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.44
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.51
|
|
Dividends
|
$
|
0.178
|
|
|
$
|
0.173
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
||||
Basic
|
52,071
|
|
|
51,039
|
|
||
Diluted
|
52,419
|
|
|
51,312
|
|
|
Three months ended October 31,
|
||||||
|
(Unaudited)
|
||||||
|
2013
|
|
2012
|
||||
Net earnings
|
$
|
23,928
|
|
|
$
|
27,188
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
16,535
|
|
|
18,493
|
|
||
Net investment hedge translation adjustments
|
(4,713
|
)
|
|
(5,301
|
)
|
||
Long-term intercompany loan translation adjustments
|
(173
|
)
|
|
(1,594
|
)
|
||
Cash flow hedges:
|
|
|
|
||||
Net loss recognized in other comprehensive income
|
(15
|
)
|
|
(557
|
)
|
||
Reclassification adjustment for gains included in net earnings
|
(90
|
)
|
|
(467
|
)
|
||
|
(105
|
)
|
|
(1,024
|
)
|
||
Pension and other post-retirement benefits:
|
|
|
|
||||
Actuarial gain amortization
|
(66
|
)
|
|
(11
|
)
|
||
Prior service credit amortization
|
(51
|
)
|
|
(51
|
)
|
||
|
(117
|
)
|
|
(62
|
)
|
||
Other comprehensive income, before tax
|
11,427
|
|
|
10,512
|
|
||
Income tax benefit related to items of other comprehensive income
|
2,642
|
|
|
2,255
|
|
||
Other comprehensive income, net of tax
|
14,069
|
|
|
12,767
|
|
||
Comprehensive income
|
$
|
37,997
|
|
|
$
|
39,955
|
|
|
Three Months Ended October 31,
|
||||||
|
(Unaudited)
|
||||||
|
2013
|
|
2012
|
||||
Operating activities:
|
|
|
|
||||
Net earnings
|
$
|
23,928
|
|
|
$
|
27,188
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10,878
|
|
|
10,675
|
|
||
Non-cash portion of stock-based compensation expense
|
2,600
|
|
|
4,399
|
|
||
Loss on sales of businesses
|
—
|
|
|
3,138
|
|
||
Deferred income taxes
|
(2,421
|
)
|
|
(109
|
)
|
||
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
|
|
|
|
||||
Accounts receivable
|
(18,551
|
)
|
|
(18,426
|
)
|
||
Inventories
|
(12,461
|
)
|
|
(8,141
|
)
|
||
Prepaid expenses and other assets
|
(5,372
|
)
|
|
(2,710
|
)
|
||
Accounts payable and accrued liabilities
|
25,903
|
|
|
6,752
|
|
||
Income taxes
|
1,089
|
|
|
(2,548
|
)
|
||
Net cash provided by operating activities
|
25,593
|
|
|
20,218
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(9,086
|
)
|
|
(6,177
|
)
|
||
Sales of businesses, net of cash retained
|
—
|
|
|
10,178
|
|
||
Other
|
(70
|
)
|
|
(70
|
)
|
||
Net cash (used in) provided by investing activities
|
(9,156
|
)
|
|
3,931
|
|
||
Financing activities:
|
|
|
|
||||
Payment of dividends
|
(10,149
|
)
|
|
(9,705
|
)
|
||
Proceeds from issuance of common stock
|
5,209
|
|
|
1,684
|
|
||
Purchase of treasury stock
|
—
|
|
|
(5,121
|
)
|
||
Repayment of borrowing on notes payable
|
(24,000
|
)
|
|
—
|
|
||
Income tax on the exercise of stock options and deferred compensation distributions, and other
|
(719
|
)
|
|
401
|
|
||
Net cash (used in) financing activities
|
(29,659
|
)
|
|
(12,741
|
)
|
||
Effect of exchange rate changes on cash
|
4,033
|
|
|
4,001
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(9,189
|
)
|
|
15,409
|
|
||
Cash and cash equivalents, beginning of period
|
91,058
|
|
|
305,900
|
|
||
Cash and cash equivalents, end of period
|
$
|
81,869
|
|
|
$
|
321,309
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
4,151
|
|
|
$
|
4,953
|
|
Income taxes, net of refunds
|
10,006
|
|
|
12,199
|
|
|
IDS
|
|
WPS
|
|
Total
|
||||||
Balance as of July 31, 2013
|
$
|
517,030
|
|
|
$
|
100,206
|
|
|
$
|
617,236
|
|
Purchase accounting adjustments
|
(755
|
)
|
|
—
|
|
|
$
|
(755
|
)
|
||
Translation adjustments
|
3,956
|
|
|
3,728
|
|
|
$
|
7,684
|
|
||
Balance as of October 31, 2013
|
$
|
520,231
|
|
|
$
|
103,934
|
|
|
$
|
624,165
|
|
|
October 31, 2013
|
|
July 31, 2013
|
||||||||||||||||||||||||
|
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
|
|
$
|
11,125
|
|
|
$
|
(9,737
|
)
|
|
$
|
1,388
|
|
|
5
|
|
$
|
11,053
|
|
|
$
|
(9,597
|
)
|
|
$
|
1,456
|
|
Trademarks and other
|
5
|
|
15,809
|
|
|
(9,207
|
)
|
|
6,602
|
|
|
5
|
|
15,289
|
|
|
(8,398
|
)
|
|
6,891
|
|
||||||
Customer relationships
|
8
|
|
264,430
|
|
|
(151,475
|
)
|
|
112,955
|
|
|
8
|
|
261,076
|
|
|
(144,620
|
)
|
|
116,456
|
|
||||||
Non-compete agreements and other
|
4
|
|
15,263
|
|
|
(14,634
|
)
|
|
629
|
|
|
4
|
|
14,942
|
|
|
(14,215
|
)
|
|
727
|
|
||||||
Unamortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
N/A
|
|
31,238
|
|
|
—
|
|
|
31,238
|
|
|
N/A
|
|
31,321
|
|
|
—
|
|
|
31,321
|
|
||||||
Total
|
|
|
$
|
337,865
|
|
|
$
|
(185,053
|
)
|
|
$
|
152,812
|
|
|
|
|
$
|
333,681
|
|
|
$
|
(176,830
|
)
|
|
$
|
156,851
|
|
|
Unrealized gain (loss) on cash flow hedges
|
|
Unamortized gain on postretirement plans
|
|
Foreign currency translation adjustments
|
|
Accumulated other comprehensive income
|
||||
Beginning balance, July 31, 2013
|
99
|
|
|
1,853
|
|
|
54,111
|
|
|
56,063
|
|
Other comprehensive (loss) income before reclassification
|
(32
|
)
|
|
—
|
|
|
14,273
|
|
|
14,241
|
|
Amounts reclassified from accumulated other comprehensive income
|
(55
|
)
|
|
(117
|
)
|
|
—
|
|
|
(172
|
)
|
Ending balance, October 31, 2013
|
12
|
|
|
1,736
|
|
|
68,384
|
|
|
70,132
|
|
|
|
Three months ended October 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Income tax benefit (expense) related to items of other comprehensive income:
|
|
|
|
|
||||
Net investment hedge translation adjustments
|
|
$
|
1,314
|
|
|
$
|
1,953
|
|
Long-term intercompany loan settlements
|
|
1,403
|
|
|
55
|
|
||
Cash flow hedges
|
|
18
|
|
|
434
|
|
||
Other income tax adjustments
|
|
(93
|
)
|
|
(187
|
)
|
||
Income tax benefit related to items of other comprehensive income
|
|
$
|
2,642
|
|
|
$
|
2,255
|
|
|
Three months ended October 31,
|
||||||
|
2013
|
|
2012
|
||||
Numerator: (in thousands)
|
|
|
|
||||
Earnings from continuing operations
|
$
|
17,423
|
|
|
$
|
25,785
|
|
Less:
|
|
|
|
||||
Restricted stock dividends
|
(45
|
)
|
|
(59
|
)
|
||
Numerator for basic and diluted earnings from continuing operations per Class A Nonvoting Common Share
|
$
|
17,378
|
|
|
$
|
25,726
|
|
Less:
|
|
|
|
||||
Preferential dividends
|
(813
|
)
|
|
(797
|
)
|
||
Preferential dividends on dilutive stock options
|
(6
|
)
|
|
(4
|
)
|
||
Numerator for basic and diluted earnings from continuing operations per Class B Voting Common Share
|
$
|
16,559
|
|
|
$
|
24,925
|
|
Denominator: (in thousands)
|
|
|
|
||||
Denominator for basic earnings from continuing operations per share for both Class A and Class B
|
52,071
|
|
|
51,039
|
|
||
Plus: Effect of dilutive stock options
|
348
|
|
|
273
|
|
||
Denominator for diluted earnings from continuing operations per share for both Class A and Class B
|
52,419
|
|
|
51,312
|
|
||
Earnings from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.33
|
|
|
$
|
0.50
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.50
|
|
Earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.32
|
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
0.49
|
|
Earnings from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.13
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.03
|
|
Earnings from discontinued operations per Class B Voting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.12
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.02
|
|
Net Earnings per Class A Nonvoting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.46
|
|
|
$
|
0.53
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.53
|
|
Net earnings per Class B Voting Common Share:
|
|
|
|
||||
Basic
|
$
|
0.44
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.51
|
|
|
Three months ended October 31,
|
||||||
(Dollars in thousands)
|
2013
|
|
2012
|
||||
Sales to External Customers
|
|
|
|
||||
ID Solutions
|
$
|
207,990
|
|
|
$
|
161,244
|
|
Workplace Safety
|
97,984
|
|
|
109,622
|
|
||
Total Company
|
$
|
305,974
|
|
|
$
|
270,866
|
|
Segment Profit
|
|
|
|
||||
ID Solutions
|
$
|
50,110
|
|
|
$
|
43,973
|
|
Workplace Safety
|
18,374
|
|
|
27,829
|
|
||
Total Company
|
$
|
68,484
|
|
|
$
|
71,802
|
|
|
Three months ended October 31,
|
||||||
|
2013
|
|
2012
|
||||
Total profit from reportable segments
|
$
|
68,484
|
|
|
$
|
71,802
|
|
Unallocated amounts:
|
|
|
|
||||
Administrative costs
|
(32,813
|
)
|
|
(29,174
|
)
|
||
Restructuring charges
|
(6,840
|
)
|
|
—
|
|
||
Investment and other income
|
762
|
|
|
397
|
|
||
Interest expense
|
(3,721
|
)
|
|
(4,163
|
)
|
||
Earnings from continuing operations before income taxes
|
$
|
25,872
|
|
|
$
|
38,862
|
|
|
|
Three months ended October 31,
|
||||||
Black-Scholes Option Valuation Assumptions
|
|
2013
|
|
2012
|
||||
Expected term (in years)
|
|
5.92
|
|
|
5.94
|
|
||
Expected volatility
|
|
37.41
|
%
|
|
38.73
|
%
|
||
Expected dividend yield
|
|
2.36
|
%
|
|
2.20
|
%
|
||
Risk-free interest rate
|
|
1.78
|
%
|
|
0.89
|
%
|
||
Weighted-average market value of underlying stock at grant date
|
|
$
|
31.07
|
|
|
$
|
30.21
|
|
Weighted-average exercise price
|
|
$
|
31.07
|
|
|
$
|
30.21
|
|
Weighted-average fair value of options granted during the period
|
|
$
|
9.18
|
|
|
$
|
8.96
|
|
Options
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
||||
Outstanding at July 31, 2013
|
|
5,106,585
|
|
$
|
30.68
|
|
|
|
|
|
||
New grants
|
|
347,145
|
|
31.07
|
|
|
|
|
|
|||
Exercised
|
|
(213,548)
|
|
27.06
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(434,848)
|
|
32.79
|
|
|
|
|
|
|||
Outstanding at October 31, 2013
|
|
4,805,334
|
|
$
|
30.68
|
|
|
6.1
|
|
$
|
4,518
|
|
Exercisable at October 31, 2013
|
|
3,466,777
|
|
$
|
30.93
|
|
|
5.1
|
|
$
|
4,079
|
|
RSUs
|
|
Units
|
|
Weighted
Average
Grant Date Fair Value
|
|||
Outstanding at July 31, 2013
|
|
10,000
|
|
|
$
|
30.21
|
|
New grants
|
|
95,765
|
|
|
31.07
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(407)
|
|
|
31.07
|
|
|
Outstanding at October 31, 2013
|
|
105,358
|
|
|
$
|
30.99
|
|
|
|
|
|
|
|||
Restricted Stock
|
|
Shares
|
|
Weighted
Average
Grant Date Fair Value
|
|||
Outstanding at July 31, 2013
|
|
226,667
|
|
|
$
|
31.52
|
|
New grants
|
|
5,000
|
|
|
29.70
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding at October 31, 2013
|
|
231,667
|
|
|
$
|
31.48
|
|
|
Inputs
Considered As
|
|
|
|
|
||||||||
|
Quoted Prices in Active Markets for Identical
Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Fair Values
|
|
Balance Sheet Classifications
|
||||||
October 31, 2013
|
|
|
|
|
|
|
|
||||||
Trading securities
|
$
|
15,133
|
|
|
$
|
—
|
|
|
$
|
15,133
|
|
|
Other assets
|
Foreign exchange contracts
|
—
|
|
|
438
|
|
|
438
|
|
|
Prepaid expenses and other current assets
|
|||
Total Assets
|
$
|
15,133
|
|
|
$
|
438
|
|
|
$
|
15,571
|
|
|
|
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
408
|
|
|
$
|
408
|
|
|
Other current liabilities
|
Total Liabilities
|
$
|
—
|
|
|
$
|
408
|
|
|
$
|
408
|
|
|
|
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
|
Total Liabilities
|
$
|
—
|
|
|
$
|
890
|
|
|
$
|
890
|
|
|
|
|
Employee
Related
|
|
Other
|
|
Total
|
||||||
Beginning balance, July 31, 2013
|
$
|
11,475
|
|
|
$
|
2,731
|
|
|
$
|
14,206
|
|
Restructuring charges in continuing operations
|
6,492
|
|
|
348
|
|
|
6,840
|
|
|||
Restructuring charges in discontinued operations
|
93
|
|
|
—
|
|
|
93
|
|
|||
Cash payments
|
(6,911
|
)
|
|
(1,765
|
)
|
|
(8,676
|
)
|
|||
Ending balance, October 31, 2013
|
$
|
11,149
|
|
|
$
|
1,314
|
|
|
$
|
12,463
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
October 31, 2013
|
|
July 31, 2013
|
|
October 31, 2013
|
|
July 31, 2013
|
||||||||||||||||
|
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
|
|
$
|
13
|
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
18
|
|
|
Prepaid expenses and other current assets
|
|
7
|
|
|
Other current liabilities
|
|
—
|
|
|
Other current liabilities
|
|
—
|
|
||||
Foreign currency denominated debt
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Long term obligations, less current maturities
|
|
103,013
|
|
|
Long term obligations, less current maturities
|
|
99,750
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
31
|
|
|
|
|
$
|
7
|
|
|
|
|
$
|
103,013
|
|
|
|
|
$
|
99,750
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
407
|
|
|
Prepaid expenses and other current assets
|
|
$
|
287
|
|
|
Other current liabilities
|
|
$
|
408
|
|
|
Other current liabilities
|
|
$
|
890
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
407
|
|
|
|
|
$
|
287
|
|
|
|
|
$
|
408
|
|
|
|
|
$
|
890
|
|
Fair values:
|
October 31, 2013
|
|||
|
Cash and cash equivalents
|
$
|
12,904
|
|
|
Accounts receivable — net
|
21,178
|
|
|
|
Total inventories
|
16,788
|
|
|
|
Prepaid expenses and other current assets
|
4,232
|
|
|
|
Goodwill
|
169,425
|
|
|
|
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
|
(5,245
|
)
|
|
|
Other long-term liabilities
|
(18,207
|
)
|
|
|
|
314,061
|
|
|
|
Less: cash acquired
|
(12,904
|
)
|
|
Fair value of total consideration
|
$
|
301,157
|
|
|
Three months ended October 31,
|
||||||
|
2013
|
|
2012
|
||||
Net sales, as reported
|
$
|
305,974
|
|
|
$
|
270,866
|
|
Net sales, pro forma
|
305,974
|
|
|
312,916
|
|
||
Earnings from continuing operations, as reported
|
17,423
|
|
|
25,785
|
|
||
Earnings from continuing operations, pro forma
|
17,423
|
|
|
26,689
|
|
||
Basic earnings from continuing operations per Class A Common Share, as reported
|
0.33
|
|
|
0.50
|
|
||
Basic earnings from continuing operations per Class A Common Share, pro forma
|
0.33
|
|
|
0.52
|
|
||
Diluted earnings from continuing operations per Class A Common Share, as reported
|
0.33
|
|
|
0.50
|
|
||
Diluted earnings from continuing operations per Class A Common Share, pro forma
|
0.33
|
|
|
0.52
|
|
Divestitures
|
|
Segment
|
|
Date Completed
|
Precision Converting, LLC (“Brady Medical”)
|
|
ID Solutions
|
|
August 2012
|
Varitronics
|
|
ID Solutions
|
|
October 2012
|
|
Three Months Ended October 31,
|
||||||
|
2013
|
|
2012
|
||||
Net sales
|
$
|
67,413
|
|
|
$
|
68,141
|
|
Earnings from operations of discontinued businesses
|
9,185
|
|
|
1,807
|
|
||
Income tax expense
|
(2,680
|
)
|
|
(404
|
)
|
||
Earnings from discontinued operations, net of income tax
|
$
|
6,505
|
|
|
$
|
1,403
|
|
|
October 31, 2013
|
||
Accounts receivable—net
|
$
|
55,677
|
|
Total inventories
|
24,459
|
|
|
Prepaid expenses and other current assets
|
459
|
|
|
Total current assets
|
80,595
|
|
|
|
|
||
Other assets:
|
|
||
Goodwill
|
37,772
|
|
|
Other intangible assets
|
914
|
|
|
Other
|
556
|
|
|
Property, plant and equipment—net
|
28,437
|
|
|
Total assets
|
$
|
148,274
|
|
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
38,523
|
|
Wages and amounts withheld from employees
|
3,669
|
|
|
Other current liabilities
|
1,784
|
|
|
Total current liabilities
|
43,976
|
|
|
|
|
||
Net assets of disposal group
|
104,298
|
|
|
Less: write-down on disposal group
|
(15,658
|
)
|
|
Net assets of disposal group at fair value
|
$
|
88,640
|
|
|
|
Interest Rate
|
|
October 31, 2013
|
|||
USD-denominated borrowing on revolving loan agreement
|
|
1.2598
|
%
|
|
$
|
15,000
|
|
USD-denominated borrowing on China line of credit
|
|
1.5298
|
%
|
|
11,442
|
|
|
Notes payable
|
|
1.3766
|
%
|
|
$
|
26,442
|
|
•
|
Divestiture of non-strategic businesses and the announcement of management’s intent to divest its Die-Cut business in order to reduce its reliance on the less profitable consumer electronics industry.
|
•
|
Acquisition of Precision Dynamics Corporation (“PDC”), a leader in healthcare identification, providing Brady with an entrance into the healthcare industry.
|
•
|
Realignment of business structure from regional to two global product-based platforms: Identification Solutions (“IDS”) and Workplace Safety (“WPS”).
|
•
|
Returning the Workplace Safety business to organic growth by the second half of the fiscal year. We are expanding our multi-channel direct marketing model by providing a broader set of workplace safety products with an increased focus on e-business.
|
•
|
Executing organic growth initiatives in our Identification Solutions business by increasing our sales force in selected established economies while expanding our focus on strategic accounts and product catagories.
|
•
|
Completing the sale of the Die-Cut business.
|
•
|
Improving service to customers and reducing our cost structure through the consolidation of selected manufacturing facilities in the Americas and Europe.
|
|
Quarter ended October 31,
|
|
|
|
|
|
Quarter ended October 31,
|
|
|
|||||||
(Dollars in thousands)
|
2013
|
|
% Sales
|
|
% Change
|
|
2012
|
|
% Sales
|
|||||||
Net Sales
|
$
|
305,974
|
|
|
|
|
13.0
|
%
|
|
$
|
270,866
|
|
|
|
||
Gross Margin
|
156,945
|
|
|
51.3
|
%
|
|
5.0
|
%
|
|
149,524
|
|
|
55.2
|
%
|
||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|||||||
Research and Development
|
8,587
|
|
|
2.8
|
%
|
|
8.9
|
%
|
|
7,887
|
|
|
2.9
|
%
|
||
Selling, General & Administrative
|
112,687
|
|
|
36.8
|
%
|
|
13.8
|
%
|
|
99,009
|
|
|
36.6
|
%
|
||
Restructuring charges
|
6,840
|
|
|
2.2
|
%
|
|
N/A
|
|
|
—
|
|
|
—
|
%
|
||
Total operating expenses
|
128,114
|
|
|
41.9
|
%
|
|
19.8
|
%
|
|
106,896
|
|
|
39.5
|
%
|
||
Operating Income
|
$
|
28,831
|
|
|
9.4
|
%
|
|
(32.4
|
)%
|
|
$
|
42,628
|
|
|
15.7
|
%
|
|
Quarter ended October 31,
|
|
|
|
Quarter ended October 31,
|
|
|
||||||
(Dollars in thousands)
|
2013
|
|
% Sales
|
|
2012
|
|
% Sales
|
||||||
Operating income
|
$
|
28,831
|
|
|
9.4
|
%
|
|
$
|
42,628
|
|
|
15.7
|
%
|
Other income and (expense):
|
|
|
|
|
|
|
|
||||||
Investment and other income
|
762
|
|
|
0.2
|
%
|
|
397
|
|
|
0.1
|
%
|
||
Interest expense
|
(3,721
|
)
|
|
(1.2
|
)%
|
|
(4,163
|
)
|
|
(1.5
|
)%
|
||
Earnings from continuing operations before tax
|
25,872
|
|
|
8.5
|
%
|
|
38,862
|
|
|
14.3
|
%
|
||
Income tax expense
|
8,449
|
|
|
2.8
|
%
|
|
13,077
|
|
|
4.8
|
%
|
||
Earnings from continuing operations
|
$
|
17,423
|
|
|
5.7
|
%
|
|
$
|
25,785
|
|
|
9.5
|
%
|
Earnings from discontinued operations, net of income taxes
|
6,505
|
|
|
2.1
|
%
|
|
1,403
|
|
|
0.5
|
%
|
||
Net earnings
|
$
|
23,928
|
|
|
7.8
|
%
|
|
$
|
27,188
|
|
|
10.0
|
%
|
|
|
Three months ended October 31,
|
||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
SALES TO EXTERNAL CUSTOMERS
|
|
|
|
|
||||
ID Solutions
|
|
$
|
207,990
|
|
|
$
|
161,244
|
|
Workplace Safety
|
|
97,984
|
|
|
109,622
|
|
||
Total
|
|
$
|
305,974
|
|
|
$
|
270,866
|
|
SALES GROWTH INFORMATION
|
|
|
|
|
||||
ID Solutions
|
|
|
|
|
||||
Organic
|
|
3.0
|
%
|
|
0.4
|
%
|
||
Currency
|
|
(0.2
|
)%
|
|
(2.5
|
)%
|
||
Acquisitions
|
|
26.2
|
%
|
|
0.4
|
%
|
||
Total
|
|
29.0
|
%
|
|
(1.7
|
)%
|
||
Workplace Safety
|
|
|
|
|
||||
Organic
|
|
(10.0
|
)%
|
|
(3.3
|
)%
|
||
Currency
|
|
(0.6
|
)%
|
|
(2.3
|
)%
|
||
Acquisitions
|
|
—%
|
|
|
5.8
|
%
|
||
Total
|
|
(10.6
|
)%
|
|
0.2
|
%
|
||
Total Company
|
|
|
|
|
||||
Organic
|
|
(2.2
|
)%
|
|
(1.1
|
)%
|
||
Currency
|
|
(0.4
|
)%
|
|
(2.4
|
)%
|
||
Acquisitions
|
|
15.6
|
%
|
|
2.6
|
%
|
||
Total
|
|
13.0
|
%
|
|
(0.9
|
)%
|
||
SEGMENT PROFIT
|
|
|
|
|
||||
ID Solutions
|
|
$
|
50,110
|
|
|
$
|
43,973
|
|
Workplace Safety
|
|
18,374
|
|
|
27,829
|
|
||
Total
|
|
$
|
68,484
|
|
|
$
|
71,802
|
|
SEGMENT PROFIT AS A PERCENT OF SALES
|
|
|
|
|
||||
ID Solutions
|
|
24.1
|
%
|
|
27.3
|
%
|
||
Workplace Safety
|
|
18.8
|
%
|
|
25.4
|
%
|
||
Total
|
|
22.4
|
%
|
|
26.5
|
%
|
|
Three months ended October 31,
|
||||||
|
2013
|
|
2012
|
||||
Total profit from reportable segments
|
$
|
68,484
|
|
|
$
|
71,802
|
|
Unallocated amounts:
|
|
|
|
||||
Administrative costs
|
(32,813
|
)
|
|
(29,174
|
)
|
||
Restructuring charges
|
(6,840
|
)
|
|
—
|
|
||
Investment and other income
|
762
|
|
|
397
|
|
||
Interest expense
|
(3,721
|
)
|
|
(4,163
|
)
|
||
Earnings from continuing operations before income taxes
|
$
|
25,872
|
|
|
$
|
38,862
|
|
|
Three months ended October 31,
|
||||||
(Dollars in thousands)
|
2013
|
|
2012
|
||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
25,593
|
|
|
$
|
20,218
|
|
Investing activities
|
(9,156
|
)
|
|
3,931
|
|
||
Financing activities
|
(29,659
|
)
|
|
(12,741
|
)
|
||
Effect of exchange rate changes on cash
|
4,033
|
|
|
4,001
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(9,189
|
)
|
|
$
|
15,409
|
|
•
|
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 the Form 10-K.
|
(a)
|
Exhibits
|
10.1
|
Restricted Stock Agreement with Thomas J. Felmer, dated October 7, 2013
|
|
|
10.2
|
Change of Control Agreement, dated as of December 4, 2013, entered into with Helena R. Nelligan
|
|
|
10.3
|
Change of Control Agreement, dated as of December 4, 2013, entered into with Lee E. Marks
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Thomas J. Felmer
|
|
|
32.1
|
Section 1350 Certification of Thomas J. Felmer
|
|
|
101
|
Interactive Data File
|
|
|
|
|
|
|
BRADY CORPORATION
|
|
|
|
|
|||
Date: December 6, 2013
|
|
|
|
|
|
/s/ THOMAS J. FELMER
|
|
|
|
|
|
|
Thomas J. Felmer
|
|
|
|
|
|
|
Interim President & Chief Executive Officer and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Executive Officer and Principal Financial Officer)
|
1.
|
Number of Restricted Shares
|
2.
|
Vesting Requirement
|
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 Shares shall become unrestricted and 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 Shares 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
|
(d)
|
If the vesting of the Restricted Shares 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.
|
No Guarantee of Employment.
|
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
|
(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 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.
|
(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
|
|
BRADY CORPORATION
|
By:
|
/s/ LOUIS T. BOLOGNINI
|
Its:
|
Senior Vice President, General Counsel & Secretary
|
EMPLOYEE:
|
THOMAS J. FELMER
|
Signature:
|
/s/ THOMAS J. FELMER
|
|
/s/ HELENA NELLIGAN
|
|
Executive - Helena Nelligan
|
|
Senior Vice President - Human Resources
|
|
|
|
Brady Corporation
|
By:
|
/s/: THOMAS J. FELMER
|
|
Interim President and Chief Executive Officer; Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
/s/ LEE E. MARKS
|
|
Executive - Lee E. Marks
|
|
Vice President - Global Operations and Supply Chain
|
|
|
|
Brady Corporation
|
|
|
By:
|
/s/ THOMAS J. FELMER
|
|
Thomas J. Felmer
|
|
Interim President and Chief Executive Officer; Senior Vice President and Chief Financial Officer
|
|
|
Date: December 6, 2013
|
|
|
|
/s/ THOMAS J. FELMER
|
|
Interim President & Chief Executive Officer and Chief Financial Officer
|
|
(Principal Executive Officer and Principal Financial Officer)
|
|
|
|
Date: December 6, 2013
|
|
|
|
/s/ THOMAS J. FELMER
|
|
Interim President & Chief Executive Officer and Chief Financial Officer
|
|
(Principal Executive Officer and Principal Financial Officer)
|
|