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
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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
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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
|
•
|
Compliance expertise
|
•
|
Enhanced the WPS segment's multi-channel direct marketing model and increased its offering of identification and workplace safety products with a heightened focus on proprietary and customized product offerings.
|
•
|
Increased investment in the WPS segment with an emphasis on e-commerce capabilities.
|
•
|
Modified the healthcare strategy to focus on key accounts, the development of proprietary new products, and expansion of the sales focus on alternate healthcare sites.
|
•
|
Expanded the Company's IDS business through sales force expansion in the United States and EMEA, increased focus on strategic accounts, and developed innovative proprietary new products.
|
•
|
Divested the Company's less profitable Die-Cut business in Asia and Europe.
|
•
|
Reduced the Company's cost structure through the consolidation of selected manufacturing facilities in the Americas and EMEA.
|
•
|
Focused on the development of high quality products and improvements in customer service.
|
|
|
2014
|
|
2013
|
|
2012
|
|||
IDS
|
|
67.4
|
%
|
|
63.8
|
%
|
|
59.4
|
%
|
WPS
|
|
32.6
|
%
|
|
36.2
|
%
|
|
40.6
|
%
|
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 improving the 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
|
•
|
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, export and economic sanction laws
|
•
|
Current and changing governmental policies, regulatory, 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
|
•
|
Local labor market conditions
|
•
|
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
|
•
|
Laws and regulations that apply to companies doing business with the government, including audit requirements of government contracts related to procurement integrity, export control, employment practices, and the accuracy of records and recording of costs
|
(a)
|
Market Information
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||
4th Quarter
|
|
$
|
30.75
|
|
|
$
|
24.26
|
|
|
$
|
35.58
|
|
|
$
|
29.76
|
|
|
$
|
31.28
|
|
|
$
|
25.15
|
|
3rd Quarter
|
|
$
|
27.89
|
|
|
$
|
25.15
|
|
|
$
|
36.33
|
|
|
$
|
31.51
|
|
|
$
|
34.37
|
|
|
$
|
29.41
|
|
2nd Quarter
|
|
$
|
31.61
|
|
|
$
|
27.36
|
|
|
$
|
35.00
|
|
|
$
|
30.18
|
|
|
$
|
34.40
|
|
|
$
|
27.09
|
|
1st Quarter
|
|
$
|
35.54
|
|
|
$
|
29.19
|
|
|
$
|
31.22
|
|
|
$
|
26.34
|
|
|
$
|
32.24
|
|
|
$
|
24.73
|
|
(b)
|
Holders
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plan
|
|||||
May 1, 2014 - May 31, 2014
|
|
287,717
|
|
|
$
|
25.18
|
|
|
287,717
|
|
|
966,242
|
|
June 1, 2014 - June 30, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
966,242
|
||
July 1, 2014 - July 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
966,242
|
||
Total
|
|
287,717
|
|
|
$
|
25.18
|
|
|
287,717
|
|
|
966,242
|
|
(d)
|
Dividends
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
|
1st Qtr
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||||||||||||
Class A
|
|
$
|
0.20
|
|
|
$
|
0.195
|
|
|
$
|
0.195
|
|
|
$
|
0.195
|
|
|
$
|
0.195
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
Class B
|
|
0.18335
|
|
|
0.17835
|
|
|
0.195
|
|
|
0.195
|
|
|
0.195
|
|
|
0.17335
|
|
|
0.19
|
|
|
0.19
|
|
|
0.19
|
|
(e)
|
Common Stock Price Performance Graph
|
*
|
$100 invested on July 31, 2009 in stock or index—including reinvestment of dividends. Fiscal years ended July 31:
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
Brady Corporation
|
|
$
|
100.00
|
|
|
$
|
96.90
|
|
|
$
|
105.43
|
|
|
$
|
96.91
|
|
|
$
|
124.47
|
|
|
$
|
100.49
|
|
S&P 500 Index
|
|
100.00
|
|
|
113.84
|
|
|
136.21
|
|
|
148.64
|
|
|
185.80
|
|
|
217.28
|
|
||||||
S&P SmallCap 600 Index
|
|
100.00
|
|
|
119.17
|
|
|
148.63
|
|
|
154.56
|
|
|
208.31
|
|
|
231.31
|
|
||||||
Russell 2000 Index
|
|
100.00
|
|
|
118.33
|
|
|
146.65
|
|
|
146.94
|
|
|
198.06
|
|
|
215.02
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Data (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
|
$
|
1,071,504
|
|
|
$
|
1,059,355
|
|
|
$
|
966,070
|
|
Gross Margin
|
|
609,564
|
|
|
609,348
|
|
|
590,969
|
|
|
587,950
|
|
|
546,413
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
35,048
|
|
|
33,552
|
|
|
34,528
|
|
|
38,268
|
|
|
38,279
|
|
|||||
Selling, general and administrative
|
|
452,164
|
|
|
427,858
|
|
|
392,694
|
|
|
397,472
|
|
|
381,071
|
|
|||||
Restructuring charges (2)
|
|
15,012
|
|
|
26,046
|
|
|
6,084
|
|
|
6,451
|
|
|
12,640
|
|
|||||
Impairment charges (3)
|
|
148,551
|
|
|
204,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
650,775
|
|
|
691,904
|
|
|
433,306
|
|
|
442,191
|
|
|
431,990
|
|
|||||
Operating (Loss) Income
|
|
(41,211
|
)
|
|
(82,556
|
)
|
|
157,663
|
|
|
145,759
|
|
|
114,423
|
|
|||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment and other income—net
|
|
2,402
|
|
|
3,523
|
|
|
2,082
|
|
|
3,989
|
|
|
1,169
|
|
|||||
Interest expense
|
|
(14,300
|
)
|
|
(16,641
|
)
|
|
(19,090
|
)
|
|
(22,124
|
)
|
|
(21,222
|
)
|
|||||
Net other expense
|
|
(11,898
|
)
|
|
(13,118
|
)
|
|
(17,008
|
)
|
|
(18,135
|
)
|
|
(20,053
|
)
|
|||||
(Loss) earnings from continuing operations before income taxes
|
|
(53,109
|
)
|
|
(95,674
|
)
|
|
140,655
|
|
|
127,624
|
|
|
94,370
|
|
|||||
Income Taxes (4)
|
|
(4,963
|
)
|
|
42,583
|
|
|
37,162
|
|
|
21,667
|
|
|
18,605
|
|
|||||
(Loss) earnings from continuing operations
|
|
$
|
(48,146
|
)
|
|
$
|
(138,257
|
)
|
|
$
|
103,493
|
|
|
$
|
105,957
|
|
|
$
|
75,765
|
|
Earnings (loss) from discontinued operations, net of income taxes (5)
|
|
2,178
|
|
|
(16,278
|
)
|
|
(121,404
|
)
|
|
2,695
|
|
|
6,191
|
|
|||||
Net (loss) earnings
|
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
|
$
|
108,652
|
|
|
$
|
81,956
|
|
(Loss) earnings from continuing operations per Common Share— (Diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A nonvoting
|
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
1.95
|
|
|
$
|
1.99
|
|
|
$
|
1.43
|
|
Class B voting
|
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.94
|
|
|
$
|
1.97
|
|
|
$
|
1.41
|
|
Earnings (loss) from discontinued operations per Common Share - (Diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A nonvoting
|
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Class B voting
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.30
|
)
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Cash Dividends on:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A common stock
|
|
$
|
0.78
|
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
Class B common stock
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
|
$
|
0.68
|
|
Balance Sheet at July 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
1,253,665
|
|
|
1,438,683
|
|
|
1,607,719
|
|
|
1,861,505
|
|
|
1,746,231
|
|
|||||
Long-term obligations, less current maturities
|
|
159,296
|
|
|
201,150
|
|
|
254,944
|
|
|
331,914
|
|
|
382,940
|
|
|||||
Stockholders’ investment
|
|
733,076
|
|
|
830,797
|
|
|
1,009,353
|
|
|
1,156,192
|
|
|
1,005,027
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
93,420
|
|
|
$
|
143,503
|
|
|
$
|
144,705
|
|
|
$
|
167,350
|
|
|
$
|
165,238
|
|
Net cash provided by (used in) investing activities
|
|
10,207
|
|
|
(325,766
|
)
|
|
(64,604
|
)
|
|
(22,631
|
)
|
|
(48,681
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(115,387
|
)
|
|
(33,060
|
)
|
|
(147,824
|
)
|
|
(91,574
|
)
|
|
15,275
|
|
|||||
Depreciation and amortization
|
|
44,598
|
|
|
48,725
|
|
|
43,987
|
|
|
48,827
|
|
|
53,022
|
|
|||||
Capital expenditures
|
|
(43,398
|
)
|
|
(35,687
|
)
|
|
(24,147
|
)
|
|
(20,532
|
)
|
|
(26,296
|
)
|
(1)
|
Operating data has been impacted by the reclassification of the Die-Cut businesses into discontinued operations. The Company has elected to not separately disclose the cash flows related to discontinued operations. Refer to Note 15 within Item 8 for further information on discontinued operations. The operating data is also impacted by the acquisitive nature
|
(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 and into fiscal 2014. In addition, in fiscal 2014, the Company approved a plan to consolidate facilities in North America, Europe, and Asia in order to enhance customer service, improve efficiency of operations, and reduce operating expenses. This plan resulted in restructuring charges during fiscal 2014.
|
(3)
|
The Company recognized an impairment charge of
$148.6 million
during the three months ended July 31, 2014, primarily related to the PeopleID reporting unit. 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 3 within Item 8 for further information regarding the impairment charges.
|
(4)
|
Fiscal 2014 was significantly impacted by the goodwill impairment charge of $100.4 million recorded on the PeopleID reporting unit and a tax charge of $4.0 million in continuing operations associated with the repatriation of the cash proceeds from the sale of the Die-Cut business. Fiscal 2013 was impacted by the goodwill impairment charge of $190.5 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 earnings from discontinued operations in fiscal 2014 include a $1.2 million net loss on the sale of the Die-Cut business. The loss from discontinued operations in fiscal 2013 was primarily attributable to a $15.7 million write-down of the Die-Cut business 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 Die-Cut disposal group. Refer to Note 15 within Item 8 for further information regarding discontinued operations.
|
(Dollars in thousands)
|
|
2014
|
|
% Sales
|
|
2013
|
|
% Sales
|
|
2012
|
|
% Sales
|
|||||||||
Operating (loss) income
|
|
$
|
(41,211
|
)
|
|
(3.4
|
)%
|
|
$
|
(82,556
|
)
|
|
(7.1
|
)%
|
|
$
|
157,663
|
|
|
14.7
|
%
|
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
2,402
|
|
|
0.2
|
%
|
|
3,523
|
|
|
0.3
|
%
|
|
2,082
|
|
|
0.2
|
%
|
|||
Interest expense
|
|
(14,300
|
)
|
|
(1.2
|
)%
|
|
(16,641
|
)
|
|
(1.4
|
)%
|
|
(19,090
|
)
|
|
(1.8
|
)%
|
|||
(Loss) earnings from continuing operations before tax
|
|
(53,109
|
)
|
|
(4.3
|
)%
|
|
(95,674
|
)
|
|
(8.3
|
)%
|
|
140,655
|
|
|
13.1
|
%
|
|||
Income taxes
|
|
(4,963
|
)
|
|
(0.4
|
)%
|
|
42,583
|
|
|
3.7
|
%
|
|
37,162
|
|
|
3.5
|
%
|
|||
(Loss) earnings from continuing operations
|
|
(48,146
|
)
|
|
(3.9
|
)%
|
|
(138,257
|
)
|
|
(11.9
|
)%
|
|
103,493
|
|
|
9.7
|
%
|
|||
Earnings (loss) from discontinued operations, net of income taxes
|
|
2,178
|
|
|
0.2
|
%
|
|
(16,278
|
)
|
|
(1.4
|
)%
|
|
(121,404
|
)
|
|
(11.3
|
)%
|
|||
Net (loss) earnings
|
|
$
|
(45,968
|
)
|
|
(3.8
|
)%
|
|
$
|
(154,535
|
)
|
|
(13.3
|
)%
|
|
$
|
(17,911
|
)
|
|
(1.7
|
)%
|
|
|
Years ended July 31,
|
||||||||||
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
SALES TO EXTERNAL CUSTOMERS
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
825,123
|
|
|
$
|
739,116
|
|
|
$
|
636,590
|
|
WPS
|
|
399,911
|
|
|
418,676
|
|
|
434,914
|
|
|||
Total
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
|
$
|
1,071,504
|
|
SALES GROWTH INFORMATION
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
|
|
|
|
|
||||||
Organic
|
|
2.9
|
%
|
|
0.8
|
%
|
|
3.2
|
%
|
|||
Currency
|
|
(0.2
|
)%
|
|
(1.0
|
)%
|
|
(1.6
|
)%
|
|||
Acquisitions
|
|
8.9
|
%
|
|
16.3
|
%
|
|
0.2
|
%
|
|||
Total
|
|
11.6
|
%
|
|
16.1
|
%
|
|
1.8
|
%
|
|||
Workplace Safety
|
|
|
|
|
|
|
||||||
Organic
|
|
(4.6
|
)%
|
|
(7.0
|
)%
|
|
(0.2
|
)%
|
|||
Currency
|
|
0.1
|
%
|
|
(0.7
|
)%
|
|
(1.2
|
)%
|
|||
Acquisitions
|
|
—%
|
|
|
4.0
|
%
|
|
1.6
|
%
|
|||
Total
|
|
(4.5
|
)%
|
|
(3.7
|
)%
|
|
0.2
|
%
|
|||
Total Company
|
|
|
|
|
|
|
||||||
Organic
|
|
0.2
|
%
|
|
(2.4
|
)%
|
|
1.8
|
%
|
|||
Currency
|
|
(0.1
|
)%
|
|
(0.8
|
)%
|
|
(1.5
|
)%
|
|||
Acquisitions
|
|
5.7
|
%
|
|
11.3
|
%
|
|
0.8
|
%
|
|||
Total
|
|
5.8
|
%
|
|
8.1
|
%
|
|
1.1
|
%
|
|||
SEGMENT PROFIT
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
176,129
|
|
|
$
|
174,390
|
|
|
$
|
160,658
|
|
Workplace Safety
|
|
66,238
|
|
|
95,241
|
|
|
117,187
|
|
|||
Total
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
|
$
|
277,845
|
|
SEGMENT PROFIT AS A PERCENT OF SALES
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
21.3
|
%
|
|
23.6
|
%
|
|
25.2
|
%
|
|||
Workplace Safety
|
|
16.6
|
%
|
|
22.7
|
%
|
|
26.9
|
%
|
|||
Total
|
|
19.8
|
%
|
|
23.3
|
%
|
|
25.9
|
%
|
|
|
Years ended:
|
||||||||||
(Dollars in thousands)
|
|
July 31, 2014
|
|
July 31, 2013
|
|
July 31, 2012
|
||||||
Total profit from reportable segments
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
|
$
|
277,845
|
|
Unallocated costs:
|
|
|
|
|
|
|
||||||
Administrative costs
|
|
120,015
|
|
|
121,693
|
|
|
114,098
|
|
|||
Restructuring charges
|
|
15,012
|
|
|
26,046
|
|
|
6,084
|
|
|||
Impairment charges
|
|
148,551
|
|
|
204,448
|
|
|
—
|
|
|||
Investment and other income
|
|
(2,402
|
)
|
|
(3,523
|
)
|
|
(2,082
|
)
|
|||
Interest expense
|
|
14,300
|
|
|
16,641
|
|
|
19,090
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
|
$
|
(53,109
|
)
|
|
$
|
(95,674
|
)
|
|
$
|
140,655
|
|
|
Years ended July 31,
|
||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
93,420
|
|
|
$
|
143,503
|
|
|
$
|
144,705
|
|
Investing activities
|
10,207
|
|
|
(325,766
|
)
|
|
(64,604
|
)
|
|||
Financing activities
|
(115,387
|
)
|
|
(33,060
|
)
|
|
(147,824
|
)
|
|||
Effect of exchange rate changes on cash
|
2,536
|
|
|
481
|
|
|
(16,348
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(9,224
|
)
|
|
$
|
(214,842
|
)
|
|
$
|
(84,071
|
)
|
|
|
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
|
|
$
|
201,810
|
|
|
$
|
42,514
|
|
|
$
|
99,050
|
|
|
$
|
—
|
|
|
$
|
60,246
|
|
|
$
|
—
|
|
Operating Lease Obligations
|
|
71,453
|
|
|
16,163
|
|
|
21,640
|
|
|
16,700
|
|
|
16,950
|
|
|
—
|
|
||||||
Purchase Obligations (1)
|
|
52,933
|
|
|
51,302
|
|
|
204
|
|
|
1,351
|
|
|
76
|
|
|
—
|
|
||||||
Interest Obligations
|
|
26,123
|
|
|
8,487
|
|
|
10,519
|
|
|
5,109
|
|
|
2,008
|
|
|
—
|
|
||||||
Tax Obligations
|
|
17,849
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,849
|
|
||||||
Other Obligations (2)
|
|
7,101
|
|
|
476
|
|
|
1,120
|
|
|
1,368
|
|
|
4,137
|
|
|
—
|
|
||||||
Total
|
|
$
|
377,269
|
|
|
$
|
118,942
|
|
|
$
|
132,533
|
|
|
$
|
24,528
|
|
|
$
|
83,417
|
|
|
$
|
17,849
|
|
(1)
|
Purchase obligations include all open purchase orders as of
July 31, 2014
.
|
(2)
|
Other obligations represent expected payments under the Company’s U.S. postretirement medical plan and international pension plans as disclosed in Note 5 to the consolidated financial statements, under Item 8 of this report.
|
•
|
Implementation of the healthcare strategy;
|
•
|
Implementation of the Workplace Safety strategy;
|
•
|
Future competition;
|
•
|
Risks associated with restructuring plans;
|
•
|
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;
|
•
|
Technology changes and potential security violations to the Company's information technology system
|
•
|
Fluctuations in currency rates versus the U.S. dollar;
|
•
|
Risks associated with international operations;
|
•
|
Difficulties associated with exports;
|
•
|
Brady's ability to develop and successfully market new products;
|
•
|
Risks associated with identifying, completing, and integrating acquisitions;
|
•
|
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;
|
•
|
Risk associated with loss of key talent;
|
•
|
Risks associated with divestitures and businesses held for sale;
|
•
|
Risks associated with obtaining governmental approvals and maintaining regulatory compliance;
|
•
|
Risk associated with product liability claims;
|
•
|
Environmental, health and safety compliance costs and liabilities;
|
•
|
Potential write-offs of Brady's substantial intangible assets;
|
•
|
Risks associated with our ownership structure;
|
•
|
Unforeseen tax consequences;
|
•
|
Brady's ability to maintain compliance with its debt covenants;
|
•
|
Increase in our level of debt; 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
|
Report of Independent Registered Public Accounting Firm
|
|
Financial Statements:
|
|
Consolidated Balance Sheets — July 31, 2014 and 2013
|
|
Consolidated Statements of Earnings — Years Ended July 31, 2014, 2013, and 2012
|
|
Consolidated Statements of Comprehensive Loss — Years Ended July 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Stockholders’ Investment — Years Ended July 31, 2014, 2013, and 2012
|
|
Consolidated Statements of Cash Flows — Years Ended July 31, 2014, 2013, and 2012
|
|
Notes to Consolidated Financial Statements — Years Ended July 31, 2014, 2013, and 2012
|
|
2014
|
|
2013
|
||||
|
(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
81,834
|
|
|
$
|
91,058
|
|
Accounts receivable — net
|
177,648
|
|
|
169,261
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
73,096
|
|
|
64,544
|
|
||
Work-in-process
|
17,689
|
|
|
14,776
|
|
||
Raw materials and supplies
|
22,490
|
|
|
15,387
|
|
||
Total inventories
|
113,275
|
|
|
94,707
|
|
||
Assets held for sale
|
49,542
|
|
|
119,864
|
|
||
Prepaid expenses and other current assets
|
41,543
|
|
|
37,600
|
|
||
Total current assets
|
463,842
|
|
|
512,490
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
515,004
|
|
|
617,236
|
|
||
Other intangible assets
|
91,014
|
|
|
156,851
|
|
||
Deferred income taxes
|
27,320
|
|
|
8,623
|
|
||
Other
|
22,314
|
|
|
21,325
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Land
|
7,875
|
|
|
7,861
|
|
||
Buildings and improvements
|
101,866
|
|
|
91,471
|
|
||
Machinery and equipment
|
288,409
|
|
|
266,787
|
|
||
Construction in progress
|
12,500
|
|
|
11,842
|
|
||
|
410,650
|
|
|
377,961
|
|
||
Less accumulated depreciation
|
276,479
|
|
|
255,803
|
|
||
Property, plant and equipment — net
|
134,171
|
|
|
122,158
|
|
||
Total
|
$
|
1,253,665
|
|
|
$
|
1,438,683
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
61,422
|
|
|
$
|
50,613
|
|
Accounts payable
|
88,099
|
|
|
82,519
|
|
||
Wages and amounts withheld from employees
|
38,064
|
|
|
42,413
|
|
||
Liabilities held for sale
|
10,640
|
|
|
34,583
|
|
||
Taxes, other than income taxes
|
7,994
|
|
|
8,243
|
|
||
Accrued income taxes
|
7,893
|
|
|
7,056
|
|
||
Other current liabilities
|
35,319
|
|
|
36,806
|
|
||
Current maturities on long-term debt
|
42,514
|
|
|
61,264
|
|
||
Total current liabilities
|
291,945
|
|
|
323,497
|
|
||
Long-term obligations, less current maturities
|
159,296
|
|
|
201,150
|
|
||
Other liabilities
|
69,348
|
|
|
83,239
|
|
||
Total liabilities
|
520,589
|
|
|
607,886
|
|
||
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, 2014 and 2013, respectively)
|
513
|
|
|
513
|
|
||
Class B voting common stock — Issued and outstanding 3,538,628 shares
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
311,811
|
|
|
306,191
|
|
||
Earnings retained in the business
|
452,057
|
|
|
538,512
|
|
||
Treasury stock — 3,477,291 and 2,626,276 shares, respectively of Class A nonvoting common stock, at cost
|
(93,337
|
)
|
|
(69,797
|
)
|
||
Accumulated other comprehensive income
|
64,156
|
|
|
56,063
|
|
||
Other
|
(2,159
|
)
|
|
(720
|
)
|
||
Total stockholders’ investment
|
733,076
|
|
|
830,797
|
|
||
Total
|
$
|
1,253,665
|
|
|
$
|
1,438,683
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
|
$
|
1,071,504
|
|
Cost of products sold
|
615,470
|
|
|
548,444
|
|
|
480,535
|
|
|||
Gross margin
|
609,564
|
|
|
609,348
|
|
|
590,969
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
35,048
|
|
|
33,552
|
|
|
34,528
|
|
|||
Selling, general and administrative
|
452,164
|
|
|
427,858
|
|
|
392,694
|
|
|||
Restructuring charges
|
15,012
|
|
|
26,046
|
|
|
6,084
|
|
|||
Impairment charges
|
148,551
|
|
|
204,448
|
|
|
—
|
|
|||
Total operating expenses
|
650,775
|
|
|
691,904
|
|
|
433,306
|
|
|||
Operating (loss) income
|
(41,211
|
)
|
|
(82,556
|
)
|
|
157,663
|
|
|||
Other income and (expense):
|
|
|
|
|
|
||||||
Investment and other income
|
2,402
|
|
|
3,523
|
|
|
2,082
|
|
|||
Interest expense
|
(14,300
|
)
|
|
(16,641
|
)
|
|
(19,090
|
)
|
|||
(Loss) earnings from continuing operations before income taxes
|
(53,109
|
)
|
|
(95,674
|
)
|
|
140,655
|
|
|||
Income tax (benefit) expense
|
(4,963
|
)
|
|
42,583
|
|
|
37,162
|
|
|||
(Loss) earnings from continuing operations
|
$
|
(48,146
|
)
|
|
$
|
(138,257
|
)
|
|
$
|
103,493
|
|
Earnings (loss) from discontinued operations, net of income taxes
|
2,178
|
|
|
(16,278
|
)
|
|
(121,404
|
)
|
|||
Net loss
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
(Loss) earnings from continuing operations per Class A Nonvoting Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
1.97
|
|
Diluted
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
1.95
|
|
(Loss) earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.95
|
|
Diluted
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.94
|
|
Earnings (loss) from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.31
|
)
|
Diluted
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.29
|
)
|
Earnings (loss) from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.31
|
)
|
Diluted
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.30
|
)
|
Net loss per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(0.35
|
)
|
Diluted
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(0.34
|
)
|
Dividends
|
$
|
0.78
|
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
Net loss per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
Diluted
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
Dividends
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
51,866
|
|
|
51,330
|
|
|
52,453
|
|
|||
Diluted
|
51,866
|
|
|
51,330
|
|
|
52,821
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net loss
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net gain (loss) recognized in other comprehensive income (loss)
|
4,543
|
|
|
(2,312
|
)
|
|
(62,827
|
)
|
|||
Reclassification adjustment for losses included in net loss
|
3,004
|
|
|
—
|
|
|
—
|
|
|||
|
7,547
|
|
|
(2,312
|
)
|
|
(62,827
|
)
|
|||
|
|
|
|
|
|
||||||
Net investment hedge translation adjustments
|
(4,243
|
)
|
|
(6,537
|
)
|
|
20,508
|
|
|||
Long-term intercompany loan translation adjustments:
|
|
|
|
|
|
||||||
Net gain (loss) recognized in other comprehensive income (loss)
|
211
|
|
|
3,108
|
|
|
(2,170
|
)
|
|||
Reclassification adjustment for losses included in net loss
|
865
|
|
|
—
|
|
|
—
|
|
|||
|
1,076
|
|
|
3,108
|
|
|
(2,170
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Net gain (loss) recognized in other comprehensive income (loss)
|
8
|
|
|
(652
|
)
|
|
2,389
|
|
|||
Reclassification adjustment for (gains) losses included in net loss
|
(147
|
)
|
|
(578
|
)
|
|
494
|
|
|||
|
(139
|
)
|
|
(1,230
|
)
|
|
2,883
|
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Net gain (loss) recognized in other comprehensive income (loss)
|
5,211
|
|
|
1,617
|
|
|
(1,015
|
)
|
|||
Actuarial gain amortization
|
(240
|
)
|
|
(25
|
)
|
|
(201
|
)
|
|||
Prior service credit amortization
|
(203
|
)
|
|
(203
|
)
|
|
(203
|
)
|
|||
Reclassification adjustment for losses included in net earnings
|
131
|
|
|
—
|
|
|
—
|
|
|||
|
4,899
|
|
|
1,389
|
|
|
(1,419
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income (loss), before tax
|
9,140
|
|
|
(5,582
|
)
|
|
(43,025
|
)
|
|||
Income tax (expense) benefit related to items of other comprehensive income (loss)
|
(1,047
|
)
|
|
2,234
|
|
|
(11,462
|
)
|
|||
Other comprehensive income (loss), net of tax
|
8,093
|
|
|
(3,348
|
)
|
|
(54,487
|
)
|
|||
Comprehensive loss
|
$
|
(37,875
|
)
|
|
$
|
(157,883
|
)
|
|
$
|
(72,398
|
)
|
|
|
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, 2011
|
|
$
|
548
|
|
|
$
|
307,527
|
|
|
$
|
789,100
|
|
|
$
|
(50,017
|
)
|
|
$
|
113,898
|
|
|
$
|
(4,864
|
)
|
Net (loss) earnings
|
|
—
|
|
|
—
|
|
|
(17,911
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net currency translation adjustment and other (Note 4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,487
|
)
|
|
—
|
|
||||||
Issuance of 265,491 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
(3,516
|
)
|
|
—
|
|
|
7,380
|
|
|
—
|
|
|
—
|
|
||||||
Other (Note 8)
|
|
—
|
|
|
(1,637
|
)
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
1,560
|
|
||||||
Tax benefit from exercise of stock options and deferred compensation distributions
|
|
—
|
|
|
1,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 8)
|
|
—
|
|
|
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) earnings
|
|
—
|
|
|
—
|
|
|
(154,535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net currency translation adjustment and other (Note 4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,348
|
)
|
|
—
|
|
||||||
Issuance of 1,080,089 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
(9,721
|
)
|
|
—
|
|
|
30,045
|
|
|
—
|
|
|
—
|
|
||||||
Other (Note 8)
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
(2,121
|
)
|
|
—
|
|
|
2,584
|
|
||||||
Tax benefit from exercise of stock options and deferred compensation distributions
|
|
—
|
|
|
2,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 8)
|
|
—
|
|
|
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
|
)
|
Net (loss) earnings
|
|
—
|
|
|
—
|
|
|
(45,968
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net currency translation adjustment and other (Note 4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,093
|
|
|
—
|
|
||||||
Issuance of 490,507 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
847
|
|
|
—
|
|
|
11,266
|
|
|
—
|
|
|
—
|
|
||||||
Other (Note 8)
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
|
(4,225
|
)
|
|
—
|
|
|
(1,439
|
)
|
||||||
Tax benefit from exercise of stock options and deferred compensation distributions
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 8)
|
|
—
|
|
|
5,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of 1,180,531 shares of Class A Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,581
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A — $0.78 per share
|
|
—
|
|
|
—
|
|
|
(37,786
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B — $0.76 per share
|
|
—
|
|
|
—
|
|
|
(2,701
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances at July 31, 2014
|
|
$
|
548
|
|
|
$
|
311,811
|
|
|
$
|
452,057
|
|
|
$
|
(93,337
|
)
|
|
$
|
64,156
|
|
|
$
|
(2,159
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
44,598
|
|
|
48,725
|
|
|
43,987
|
|
|||
Non-cash portion of restructuring charges
|
566
|
|
|
3,699
|
|
|
458
|
|
|||
Non-cash portion of stock-based compensation expense
|
5,214
|
|
|
1,736
|
|
|
9,735
|
|
|||
Impairment charges
|
148,551
|
|
|
204,448
|
|
|
115,688
|
|
|||
Loss on write-down of assets held for sale
|
—
|
|
|
15,658
|
|
|
—
|
|
|||
Loss on sales of businesses
|
1,238
|
|
|
3,138
|
|
|
204
|
|
|||
Deferred income taxes
|
(27,516
|
)
|
|
21,630
|
|
|
(9,679
|
)
|
|||
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
|
|
|
|
|
|
||||||
Accounts receivable
|
(3,600
|
)
|
|
1,535
|
|
|
18,089
|
|
|||
Inventories
|
(12,608
|
)
|
|
2,440
|
|
|
(7,674
|
)
|
|||
Prepaid expenses and other assets
|
(278
|
)
|
|
5,036
|
|
|
(2,744
|
)
|
|||
Accounts payable and accrued liabilities
|
(20,508
|
)
|
|
(2,285
|
)
|
|
(29,370
|
)
|
|||
Income taxes
|
3,731
|
|
|
(7,722
|
)
|
|
23,922
|
|
|||
Net cash provided by operating activities
|
93,420
|
|
|
143,503
|
|
|
144,705
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(43,398
|
)
|
|
(35,687
|
)
|
|
(24,147
|
)
|
|||
Payments of contingent consideration
|
—
|
|
|
—
|
|
|
(2,580
|
)
|
|||
Settlement of net investment hedges
|
—
|
|
|
—
|
|
|
(797
|
)
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
(301,157
|
)
|
|
(37,649
|
)
|
|||
Sales of businesses, net of cash retained
|
54,242
|
|
|
10,178
|
|
|
856
|
|
|||
Other
|
(637
|
)
|
|
900
|
|
|
(287
|
)
|
|||
Net cash provided by (used in) investing activities
|
10,207
|
|
|
(325,766
|
)
|
|
(64,604
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of dividends
|
(40,487
|
)
|
|
(39,243
|
)
|
|
(38,899
|
)
|
|||
Proceeds from issuance of common stock
|
12,113
|
|
|
20,324
|
|
|
3,864
|
|
|||
Purchase of treasury stock
|
(30,581
|
)
|
|
(5,121
|
)
|
|
(49,933
|
)
|
|||
Proceeds from borrowing on notes payable
|
63,000
|
|
|
220,000
|
|
|
—
|
|
|||
Repayment of borrowing on notes payable
|
(60,000
|
)
|
|
(181,000
|
)
|
|
—
|
|
|||
Proceeds from borrowings on line of credit
|
10,334
|
|
|
11,613
|
|
|
—
|
|
|||
Repayment of borrowing on line of credit
|
(2,398
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on debt
|
(61,264
|
)
|
|
(61,264
|
)
|
|
(62,687
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(961
|
)
|
|||
Income tax benefit from the exercise of stock options and deferred compensation distributions, and other
|
(6,104
|
)
|
|
1,631
|
|
|
792
|
|
|||
Net cash used in financing activities
|
(115,387
|
)
|
|
(33,060
|
)
|
|
(147,824
|
)
|
|||
Effect of exchange rate changes on cash
|
2,536
|
|
|
481
|
|
|
(16,348
|
)
|
|||
Net decrease in cash and cash equivalents
|
(9,224
|
)
|
|
(214,842
|
)
|
|
(84,071
|
)
|
|||
Cash and cash equivalents, beginning of period
|
91,058
|
|
|
305,900
|
|
|
389,971
|
|
|||
Cash and cash equivalents, end of period
|
$
|
81,834
|
|
|
$
|
91,058
|
|
|
$
|
305,900
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
$
|
14,594
|
|
|
$
|
17,162
|
|
|
$
|
19,194
|
|
Income taxes, net of refunds
|
33,043
|
|
|
34,030
|
|
|
35,292
|
|
|||
Acquisitions:
|
|
|
|
|
|
||||||
Fair value of assets acquired, net of cash
|
$
|
—
|
|
|
$
|
168,724
|
|
|
$
|
23,792
|
|
Liabilities assumed
|
—
|
|
|
(37,747
|
)
|
|
(8,987
|
)
|
|||
Goodwill
|
—
|
|
|
170,180
|
|
|
22,844
|
|
|||
Net cash paid for acquisitions
|
$
|
—
|
|
|
$
|
301,157
|
|
|
$
|
37,649
|
|
Asset Category
|
|
Range of Useful Lives
|
Buildings & Improvements
|
|
10 to 33 Years
|
Computer Systems
|
|
5 Years
|
Machinery & Equipment
|
|
3 to 10 Years
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
|
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)
|
|
5.97
|
|
|
—
|
|
|
5.93
|
|
|
—
|
|
|
5.89
|
|
|
6.57
|
|
||||||
Expected volatility
|
|
37.32
|
%
|
|
—
|
%
|
|
38.67
|
%
|
|
—
|
%
|
|
39.41
|
%
|
|
39.21
|
%
|
||||||
Expected dividend yield
|
|
2.35
|
%
|
|
—
|
%
|
|
2.21
|
%
|
|
—
|
%
|
|
2.07
|
%
|
|
1.99
|
%
|
||||||
Risk-free interest rate
|
|
1.80
|
%
|
|
—
|
%
|
|
0.91
|
%
|
|
—
|
%
|
|
1.16
|
%
|
|
2.05
|
%
|
||||||
Weighted-average market value of underlying stock at grant date
|
|
$
|
30.98
|
|
|
$
|
—
|
|
|
$
|
30.58
|
|
|
$
|
—
|
|
|
$
|
27.05
|
|
|
$
|
29.55
|
|
Weighted-average exercise price
|
|
$
|
30.98
|
|
|
$
|
—
|
|
|
$
|
30.58
|
|
|
$
|
—
|
|
|
$
|
27.05
|
|
|
$
|
29.55
|
|
Weighted-average fair value of options granted during the period
|
|
$
|
9.17
|
|
|
$
|
—
|
|
|
$
|
9.05
|
|
|
$
|
—
|
|
|
$
|
8.42
|
|
|
$
|
10.01
|
|
|
|
2013
|
|
2012
|
||||
Net sales, as reported
|
|
$
|
1,157,792
|
|
|
$
|
1,071,504
|
|
Net sales, pro forma
|
|
1,226,217
|
|
|
1,241,372
|
|
||
(Loss) earnings from continuing operations, as reported
|
|
(138,257
|
)
|
|
103,493
|
|
||
(Loss) earnings from continuing operations, pro forma
|
|
(133,957
|
)
|
|
104,014
|
|
||
Basic (loss) earnings from continuing operations per Class A Common Share, as reported
|
|
(2.70
|
)
|
|
1.97
|
|
||
Basic (loss) earnings from continuing operations per Class A Common Share, pro forma
|
|
(2.61
|
)
|
|
1.98
|
|
||
Diluted (loss) earnings from continuing operations per Class A Common Share, as reported
|
|
(2.70
|
)
|
|
1.95
|
|
||
Diluted (loss) earnings from continuing operations per Class A Common Share, pro forma
|
|
(2.61
|
)
|
|
1.96
|
|
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
|
|
|
|
|
IDS
|
|
WPS
|
|
Die-Cut
|
|
Total
|
||||||||
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 charge
|
(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
|
|
Impairment charge
|
(100,412
|
)
|
|
—
|
|
|
—
|
|
|
(100,412
|
)
|
||||
Purchase accounting adjustments
|
(2,168
|
)
|
|
—
|
|
|
—
|
|
|
(2,168
|
)
|
||||
Translation adjustments
|
(2,160
|
)
|
|
2,508
|
|
|
—
|
|
|
348
|
|
||||
Balance as of July 31, 2014
|
$
|
412,289
|
|
|
$
|
102,715
|
|
|
$
|
—
|
|
|
$
|
515,004
|
|
|
July 31, 2014
|
|
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
|
|
$
|
11,656
|
|
|
$
|
(10,160
|
)
|
|
$
|
1,496
|
|
|
5
|
|
$
|
11,053
|
|
|
$
|
(9,597
|
)
|
|
$
|
1,456
|
|
Tradenames and other
|
5
|
|
15,366
|
|
|
(10,706
|
)
|
|
4,660
|
|
|
5
|
|
15,289
|
|
|
(8,398
|
)
|
|
6,891
|
|
||||||
Customer relationships
|
7
|
|
168,525
|
|
|
(114,363
|
)
|
|
54,162
|
|
|
8
|
|
261,076
|
|
|
(144,620
|
)
|
|
116,456
|
|
||||||
Non-compete agreements and other
|
4
|
|
10,089
|
|
|
(9,622
|
)
|
|
467
|
|
|
4
|
|
14,942
|
|
|
(14,215
|
)
|
|
727
|
|
||||||
Unamortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
N/A
|
|
30,229
|
|
|
—
|
|
|
30,229
|
|
|
N/A
|
|
31,321
|
|
|
—
|
|
|
31,321
|
|
||||||
Total
|
|
|
$
|
235,865
|
|
|
$
|
(144,851
|
)
|
|
$
|
91,014
|
|
|
|
|
$
|
333,681
|
|
|
$
|
(176,830
|
)
|
|
$
|
156,851
|
|
|
Unrealized gain (loss) on cash flow hedges
|
|
Gain on postretirement medical plan
|
|
Foreign currency translation adjustments
|
|
Accumulated other comprehensive income
|
||||||||
Ending balance, July 31, 2012
|
$
|
876
|
|
|
$
|
978
|
|
|
$
|
57,557
|
|
|
$
|
59,411
|
|
Other comprehensive (loss) income before reclassification
|
(425
|
)
|
|
1,103
|
|
|
(3,446
|
)
|
|
(2,768
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(352
|
)
|
|
(228
|
)
|
|
—
|
|
|
(580
|
)
|
||||
Ending balance, July 31, 2013
|
$
|
99
|
|
|
$
|
1,853
|
|
|
$
|
54,111
|
|
|
$
|
56,063
|
|
Other comprehensive (loss) income before reclassification
|
(21
|
)
|
|
3,313
|
|
|
1,334
|
|
|
4,626
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(90
|
)
|
|
(312
|
)
|
|
3,869
|
|
|
3,467
|
|
||||
Ending balance, July 31, 2014
|
$
|
(12
|
)
|
|
$
|
4,854
|
|
|
$
|
59,314
|
|
|
$
|
64,156
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax (expense) benefit related to items of other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net investment hedge translation adjustments
|
|
$
|
302
|
|
|
$
|
2,877
|
|
|
$
|
(7,784
|
)
|
Long-term intercompany loan settlements
|
|
579
|
|
|
(650
|
)
|
|
(2,508
|
)
|
|||
Cash flow hedges
|
|
28
|
|
|
454
|
|
|
(855
|
)
|
|||
Pension and other post-retirement benefits
|
|
(1,898
|
)
|
|
(555
|
)
|
|
583
|
|
|||
Other income tax adjustments
|
|
(58
|
)
|
|
108
|
|
|
(898
|
)
|
|||
Income tax (expense) benefit related to items of other comprehensive (loss) income
|
|
$
|
(1,047
|
)
|
|
$
|
2,234
|
|
|
$
|
(11,462
|
)
|
|
|
2014
|
|
2013
|
||||
Obligation at beginning of year
|
|
$
|
13,023
|
|
|
$
|
14,225
|
|
Service cost
|
|
674
|
|
|
770
|
|
||
Interest cost
|
|
534
|
|
|
476
|
|
||
Actuarial (gain)/loss
|
|
(4,691
|
)
|
|
(1,745
|
)
|
||
Benefit payments
|
|
(473
|
)
|
|
(703
|
)
|
||
Plan amendments
|
|
(1,011
|
)
|
|
—
|
|
||
Obligation at end of fiscal year
|
|
$
|
8,056
|
|
|
$
|
13,023
|
|
|
|
2014
|
|
2013
|
||||
Current liability
|
|
$
|
476
|
|
|
$
|
677
|
|
Non-current liability
|
|
7,580
|
|
|
12,346
|
|
||
|
|
$
|
8,056
|
|
|
$
|
13,023
|
|
|
|
2014
|
|
2013
|
||||
Net actuarial gain
|
|
$
|
7,960
|
|
|
$
|
3,534
|
|
Prior service credit
|
|
2,011
|
|
|
1,203
|
|
||
|
|
$
|
9,971
|
|
|
$
|
4,737
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net periodic postretirement benefit cost included the following components:
|
|
|
|
|
|
|
||||||
Service cost — benefits attributed to service during the period
|
|
$
|
674
|
|
|
$
|
770
|
|
|
$
|
644
|
|
Prior service credit
|
|
(203
|
)
|
|
(203
|
)
|
|
(203
|
)
|
|||
Interest cost on accumulated postretirement benefit obligation
|
|
534
|
|
|
476
|
|
|
633
|
|
|||
Amortization of unrecognized gain
|
|
(265
|
)
|
|
(47
|
)
|
|
(189
|
)
|
|||
Periodic postretirement benefit cost
|
|
$
|
740
|
|
|
$
|
996
|
|
|
$
|
885
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average discount rate used in determining accumulated postretirement benefit obligation liability
|
|
3.50
|
%
|
|
4.00
|
%
|
|
3.25
|
%
|
Weighted average discount rate used in determining net periodic benefit cost
|
|
4.00
|
%
|
|
3.25
|
%
|
|
4.50
|
%
|
Assumed health care trend rate used to measure APBO at July 31
|
|
7.50
|
%
|
|
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
|
|
2018
|
|
|
2018
|
|
|
2016
|
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on future service and interest cost
|
|
$
|
14
|
|
|
$
|
(14
|
)
|
Effect on accumulated postretirement benefit obligation at July 31, 2014
|
|
26
|
|
|
(28
|
)
|
|
|
||
2015
|
$
|
476
|
|
2016
|
524
|
|
|
2017
|
596
|
|
|
2018
|
654
|
|
|
2019
|
714
|
|
|
2020 through 2024
|
4,137
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
(134,596
|
)
|
|
$
|
(144,941
|
)
|
|
$
|
44,713
|
|
Other Nations
|
|
81,487
|
|
|
49,267
|
|
|
95,942
|
|
|||
Total
|
|
$
|
(53,109
|
)
|
|
$
|
(95,674
|
)
|
|
$
|
140,655
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(1,137
|
)
|
|
$
|
64
|
|
|
$
|
9,606
|
|
Other Nations
|
|
19,513
|
|
|
19,795
|
|
|
34,948
|
|
|||
States (U.S.)
|
|
1,090
|
|
|
1,094
|
|
|
2,287
|
|
|||
|
|
$
|
19,466
|
|
|
$
|
20,953
|
|
|
$
|
46,841
|
|
Deferred income tax (benefit) expense:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(22,754
|
)
|
|
$
|
22,882
|
|
|
$
|
(1,480
|
)
|
Other Nations
|
|
(1,803
|
)
|
|
(806
|
)
|
|
(7,325
|
)
|
|||
States (U.S.)
|
|
128
|
|
|
(446
|
)
|
|
(874
|
)
|
|||
|
|
$
|
(24,429
|
)
|
|
$
|
21,630
|
|
|
$
|
(9,679
|
)
|
Total
|
|
$
|
(4,963
|
)
|
|
$
|
42,583
|
|
|
$
|
37,162
|
|
|
|
July 31, 2014
|
||||||||||
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
Inventories
|
|
$
|
5,460
|
|
|
$
|
(126
|
)
|
|
$
|
5,334
|
|
Prepaid catalog costs
|
|
30
|
|
|
(3,180
|
)
|
|
(3,150
|
)
|
|||
Employee benefits
|
|
1,533
|
|
|
(27
|
)
|
|
1,506
|
|
|||
Accounts receivable
|
|
852
|
|
|
(9
|
)
|
|
843
|
|
|||
Other, net
|
|
8,700
|
|
|
(1,015
|
)
|
|
7,685
|
|
|||
Current
|
|
$
|
16,575
|
|
|
$
|
(4,357
|
)
|
|
$
|
12,218
|
|
Fixed Assets
|
|
2,431
|
|
|
(4,587
|
)
|
|
(2,156
|
)
|
|||
Intangible Assets
|
|
1,706
|
|
|
(27,381
|
)
|
|
(25,675
|
)
|
|||
Capitalized R&D expenditures
|
|
1,425
|
|
|
—
|
|
|
1,425
|
|
|||
Deferred compensation
|
|
21,733
|
|
|
—
|
|
|
21,733
|
|
|||
Postretirement benefits
|
|
5,002
|
|
|
(4
|
)
|
|
4,998
|
|
|||
Tax credit carry-forwards and net operating losses
|
|
58,870
|
|
|
—
|
|
|
58,870
|
|
|||
Less valuation allowance
|
|
(37,409
|
)
|
|
—
|
|
|
(37,409
|
)
|
|||
Other, net
|
|
1,411
|
|
|
(6,499
|
)
|
|
(5,088
|
)
|
|||
Non-current
|
|
$
|
55,169
|
|
|
$
|
(38,471
|
)
|
|
$
|
16,698
|
|
Total
|
|
$
|
71,744
|
|
|
$
|
(42,828
|
)
|
|
$
|
28,916
|
|
|
|
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
|
)
|
|||
Non-current
|
|
$
|
63,128
|
|
|
$
|
(67,896
|
)
|
|
$
|
(4,768
|
)
|
Total
|
|
$
|
82,003
|
|
|
$
|
(75,335
|
)
|
|
$
|
6,668
|
|
•
|
Foreign net operating loss carry-forwards of
$114,219
, of which
$88,297
have no expiration date and the remainder of which expire within the next
five to eight years
.
|
•
|
State net operating loss carry-forwards of
$59,349
, which expire from
2015 to 2033
.
|
•
|
Foreign tax credit carry-forwards of
$14,812
, which expire from
2018 to 2024
.
|
•
|
State research and development credit carry-forwards of
$10,731
, which expire from
2015 to 2029
.
|
|
|
Years Ended July 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Tax at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Goodwill impairment (1)
|
|
(40.3
|
)%
|
|
(53.4
|
)%
|
|
—
|
%
|
State income taxes, net of federal tax benefit (2)
|
|
(1.1
|
)%
|
|
(0.2
|
)%
|
|
0.1
|
%
|
International rate differential
|
|
(1.3
|
)%
|
|
(4.6
|
)%
|
|
(6.6
|
)%
|
Non-creditable withholding taxes
|
|
—
|
%
|
|
(1.5
|
)%
|
|
2.3
|
%
|
Rate variances arising from foreign subsidiary distributions
|
|
(7.5
|
)%
|
|
(25.3
|
)%
|
|
(6.5
|
)%
|
Adjustments to tax accruals and reserves (3)
|
|
25.5
|
%
|
|
1.0
|
%
|
|
7.5
|
%
|
Research and development tax credits and section 199 manufacturer’s deduction
|
|
3.6
|
%
|
|
3.1
|
%
|
|
(1.0
|
)%
|
Non-deductible divestiture fees and account write-offs
|
|
(5.2
|
)%
|
|
—
|
%
|
|
—
|
%
|
Deferred tax and other adjustments
|
|
0.7
|
%
|
|
2.4
|
%
|
|
(3.4
|
)%
|
Other, net
|
|
(0.1
|
)%
|
|
(1.0
|
)%
|
|
(1.0
|
)%
|
Effective tax rate
|
|
9.3
|
%
|
|
(44.5
|
)%
|
|
26.4
|
%
|
(1)
|
$61.1 million of the total goodwill impairment of $100.4 million recorded during the year ended July 31, 2014 is nondeductible for income tax purposes. $168.9 million of the total goodwill impairment of $190.5 million recorded during the year ended July 31, 2013 is nondeductible for income tax purposes.
|
(2)
|
Includes a $3.1 million increase in valuation allowances against certain state tax credit carry-forwards during the year ended July 31, 2014.
|
(3)
|
Includes the reduction of uncertain tax positions resulting from the settlement of certain domestic and foreign income tax audits during the year ended July 31, 2014.
|
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 as of 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 as of July 31, 2013
|
$
|
37,575
|
|
|
|
||
Additions based on tax positions related to the current year
|
4,596
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
Reductions for tax positions of prior years
|
(14,569
|
)
|
|
Lapse of statute of limitations
|
(3,711
|
)
|
|
Settlements with tax authorities
|
(5,832
|
)
|
|
Cumulative Translation Adjustments and other
|
(210
|
)
|
|
|
|
||
Balance as of July 31, 2014
|
$
|
17,849
|
|
(1)
|
Includes acquisitions
|
Jurisdiction
|
|
Open Tax Years
|
United States — Federal
|
|
F’13 — F’14
|
France
|
|
F’13 — F’14
|
Germany
|
|
F’09 — F’14
|
United Kingdom
|
|
F’11 — F’14
|
|
July 31, 2014
|
|
Interest Rate
|
|||
USD-denominated borrowing on revolving loan agreement
|
$
|
42,000
|
|
|
1.2472
|
%
|
USD-denominated borrowing on China line of credit
|
6,923
|
|
|
1.3548
|
%
|
|
RMB-denominated borrowing on China line of credit (USD equivalent)
|
12,499
|
|
|
5.0400
|
%
|
|
Notes payable
|
$
|
61,422
|
|
|
2.0311
|
%
|
|
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
|
%
|
|
|
2014
|
|
2013
|
||||
Euro-denominated notes payable in 2017 at a fixed rate of 3.71%
|
|
$
|
40,164
|
|
|
$
|
39,900
|
|
Euro-denominated notes payable in 2020 at a fixed rate of 4.24%
|
|
60,246
|
|
|
59,850
|
|
||
USD-denominated notes payable through 2014 at a fixed rate of 5.14%
|
|
—
|
|
|
18,750
|
|
||
USD-denominated notes payable through 2016 at a fixed rate of 5.30%
|
|
52,286
|
|
|
78,428
|
|
||
USD-denominated notes payable through 2017 at a fixed rate of 5.33%
|
|
49,114
|
|
|
65,486
|
|
||
|
|
$
|
201,810
|
|
|
$
|
262,414
|
|
Less current maturities
|
|
$
|
(42,514
|
)
|
|
$
|
(61,264
|
)
|
|
|
$
|
159,296
|
|
|
$
|
201,150
|
|
|
|
July 31, 2014
|
|
July 31, 2013
|
||||||||||||||||
|
|
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, 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
|
|
|
|
||||||
Sale of shares at cost
|
|
—
|
|
|
(1,637
|
)
|
|
1,496
|
|
|
(141
|
)
|
||||
Purchase of shares at cost
|
|
—
|
|
|
821
|
|
|
(821
|
)
|
|
—
|
|
||||
Effect of plan amendment
|
|
—
|
|
|
(2,435
|
)
|
|
—
|
|
|
(2,435
|
)
|
||||
Amortization of restricted stock
|
|
1,137
|
|
|
—
|
|
|
—
|
|
|
1,137
|
|
||||
Balances at July 31, 2014
|
|
$
|
—
|
|
|
$
|
7,789
|
|
|
$
|
(9,948
|
)
|
|
$
|
(2,159
|
)
|
Shares at July 31, 2014
|
|
|
|
338,711
|
|
|
423,415
|
|
|
|
|
|
Option Price
|
|
Options Outstanding
|
|
Weighted Average Exercise Price
|
|||||||
Balance as of 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 as of 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 as of July 31, 2013
|
|
$
|
17.23
|
|
—
|
$40.37
|
|
5,106,585
|
|
|
$
|
30.68
|
|
Options granted
|
|
29.28
|
|
—
|
31.07
|
|
375,272
|
|
|
30.98
|
|
||
Options exercised
|
|
17.33
|
|
—
|
30.21
|
|
(490,507
|
)
|
|
26.45
|
|
||
Options cancelled
|
|
20.95
|
|
—
|
38.31
|
|
(787,090
|
)
|
|
32.71
|
|
||
Balance as of July 31, 2014
|
|
$
|
17.23
|
|
—
|
$40.37
|
|
4,204,260
|
|
|
$
|
30.82
|
|
|
|
Options Outstanding
|
|
Options Outstanding and
Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Number of Shares
Outstanding at
July 31, 2014
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Shares
Exercisable
at July 31,
2014
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
||||||
$17.00 - $27.99
|
|
664,383
|
|
|
6.2
|
|
$
|
25.00
|
|
|
504,258
|
|
|
5.8
|
|
$
|
24.32
|
|
$28.00 - $37.99
|
|
2,956,377
|
|
|
5.7
|
|
30.66
|
|
|
1,916,590
|
|
|
4.4
|
|
30.77
|
|
||
$38.00 - $40.99
|
|
583,500
|
|
|
2.8
|
|
38.26
|
|
|
583,500
|
|
|
2.8
|
|
38.26
|
|
||
Total
|
|
4,204,260
|
|
|
5.4
|
|
30.82
|
|
|
3,004,348
|
|
|
4.3
|
|
$
|
31.15
|
|
Service-Based RSUs and Restricted Shares
|
|
Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance as of July 31, 2012
|
|
—
|
|
|
$
|
—
|
|
New grants
|
|
5,000
|
|
|
32.99
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Balance as of July 31, 2013
|
|
5,000
|
|
|
$
|
32.99
|
|
New grants
|
|
108,055
|
|
|
30.93
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(8,198
|
)
|
|
31.05
|
|
|
Balance as of July 31, 2014
|
|
104,857
|
|
|
$
|
31.02
|
|
Performance-Based RSUs and Restricted Shares
|
|
Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance as of July 31, 2012
|
|
310,000
|
|
|
$
|
31.38
|
|
New grants
|
|
10,000
|
|
|
30.21
|
|
|
Vested
|
|
(33,333
|
)
|
|
28.35
|
|
|
Forfeited
|
|
(55,000
|
)
|
|
32.83
|
|
|
Balance as of July 31, 2013
|
|
231,667
|
|
|
$
|
31.43
|
|
New grants
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(35,001
|
)
|
|
28.35
|
|
|
Forfeited
|
|
(116,666
|
)
|
|
31.61
|
|
|
Balance as of July 31, 2014
|
|
80,000
|
|
|
$
|
32.50
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Sales to External Customers:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
825,123
|
|
|
$
|
739,116
|
|
|
$
|
636,590
|
|
WPS
|
|
399,911
|
|
|
418,676
|
|
|
434,914
|
|
|||
Total Company
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
|
$
|
1,071,504
|
|
Depreciation & Amortization:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
28,955
|
|
|
$
|
25,920
|
|
|
$
|
18,253
|
|
WPS
|
|
7,919
|
|
|
9,078
|
|
|
7,827
|
|
|||
Corporate
|
|
7,724
|
|
|
13,727
|
|
|
17,907
|
|
|||
Total Company
|
|
$
|
44,598
|
|
|
$
|
48,725
|
|
|
$
|
43,987
|
|
Segment Profit:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
176,129
|
|
|
$
|
174,390
|
|
|
$
|
160,658
|
|
WPS
|
|
66,238
|
|
|
95,241
|
|
|
117,187
|
|
|||
Total Company
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
|
$
|
277,845
|
|
Assets:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
882,440
|
|
|
$
|
989,216
|
|
|
$
|
744,055
|
|
WPS
|
|
239,848
|
|
|
239,219
|
|
|
439,255
|
|
|||
Corporate
|
|
131,377
|
|
|
210,248
|
|
|
424,409
|
|
|||
Total Company
|
|
$
|
1,253,665
|
|
|
$
|
1,438,683
|
|
|
$
|
1,607,719
|
|
Expenditures for property, plant & equipment:
|
|
|
|
|
|
|
||||||
IDS
|
|
$
|
28,774
|
|
|
$
|
18,186
|
|
|
$
|
15,213
|
|
WPS
|
|
10,580
|
|
|
8,459
|
|
|
4,989
|
|
|||
Corporate
|
|
4,044
|
|
|
9,042
|
|
|
3,945
|
|
|||
Total Company
|
|
$
|
43,398
|
|
|
$
|
35,687
|
|
|
$
|
24,147
|
|
|
Years Ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Total profit from reportable segments
|
$
|
242,367
|
|
|
$
|
269,631
|
|
|
$
|
277,845
|
|
Unallocated costs:
|
|
|
|
|
|
||||||
Administrative costs
|
120,015
|
|
|
121,693
|
|
|
114,098
|
|
|||
Restructuring charges
|
15,012
|
|
|
26,046
|
|
|
6,084
|
|
|||
Impairment charges (1)
|
148,551
|
|
|
204,448
|
|
|
—
|
|
|||
Investment and other income
|
(2,402
|
)
|
|
(3,523
|
)
|
|
(2,082
|
)
|
|||
Interest expense
|
14,300
|
|
|
16,641
|
|
|
19,090
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
$
|
(53,109
|
)
|
|
$
|
(95,674
|
)
|
|
$
|
140,655
|
|
|
Years ended July 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator: (in thousands)
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(48,146
|
)
|
|
$
|
(138,257
|
)
|
|
$
|
103,493
|
|
Less:
|
|
|
|
|
|
||||||
Restricted stock dividends
|
(92
|
)
|
|
(238
|
)
|
|
(229
|
)
|
|||
Numerator for basic and diluted earnings from continuing operations per Class A Nonvoting Common Share
|
$
|
(48,238
|
)
|
|
$
|
(138,495
|
)
|
|
$
|
103,264
|
|
Less:
|
|
|
|
|
|
||||||
Preferential dividends
|
(813
|
)
|
|
(797
|
)
|
|
(818
|
)
|
|||
Preferential dividends on dilutive stock options
|
(6
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Numerator for basic and diluted earnings from continuing operations per Class B Voting Common Share
|
$
|
(49,057
|
)
|
|
$
|
(139,297
|
)
|
|
$
|
102,441
|
|
Denominator: (in thousands)
|
|
|
|
|
|
||||||
Denominator for basic earnings from continuing operations per share for both Class A and Class B
|
51,866
|
|
|
51,330
|
|
|
52,453
|
|
|||
Plus: Effect of dilutive stock options
|
—
|
|
|
—
|
|
|
368
|
|
|||
Denominator for diluted earnings from continuing operations per share for both Class A and Class B
|
51,866
|
|
|
51,330
|
|
|
52,821
|
|
|||
(Loss) earnings from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
1.97
|
|
Diluted
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
1.95
|
|
(Loss) earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.95
|
|
Diluted
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.94
|
|
Earnings (loss) from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.31
|
)
|
Diluted
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.29
|
)
|
Earnings (loss) from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.31
|
)
|
Diluted
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.30
|
)
|
Net loss per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(0.35
|
)
|
Diluted
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
|
$
|
(0.34
|
)
|
Net loss per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
Diluted
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
|
$
|
(0.36
|
)
|
|
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, 2014
|
|
|
|
|
|
|
|
||||||
Trading securities
|
$
|
15,962
|
|
|
$
|
—
|
|
|
$
|
15,962
|
|
|
Other assets
|
Foreign exchange contracts
|
—
|
|
|
166
|
|
|
166
|
|
|
Prepaid expenses and other current assets
|
|||
Total Assets
|
$
|
15,962
|
|
|
$
|
166
|
|
|
$
|
16,128
|
|
|
|
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
389
|
|
|
Other current liabilities
|
Total Liabilities
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
389
|
|
|
|
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
|
|
Asset
Write-offs
|
|
Other Facility Closure/Lease Termination Costs
|
|
Total
|
||||||||
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
|
|
Restructuring charges in continuing operations
|
|
$
|
9,328
|
|
|
$
|
267
|
|
|
$
|
5,417
|
|
|
$
|
15,012
|
|
Restructuring charges in discontinued operations
|
|
6,615
|
|
|
299
|
|
|
75
|
|
|
6,989
|
|
||||
Non-cash write-offs
|
|
—
|
|
|
(566
|
)
|
|
—
|
|
|
(566
|
)
|
||||
Cash payments
|
|
(24,029
|
)
|
|
—
|
|
|
(6,617
|
)
|
|
(30,646
|
)
|
||||
Restructuring liability ending balance, July 31, 2014
|
|
$
|
3,389
|
|
|
$
|
—
|
|
|
$
|
1,606
|
|
|
$
|
4,995
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
July 31, 2014
|
|
July 31, 2013
|
|
July 31, 2014
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Prepaid expenses and other current assets
|
|
$
|
7
|
|
|
Other current liabilities
|
|
$
|
14
|
|
|
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
|
|
$
|
100,410
|
|
|
Long term obligations, less current maturities
|
|
$
|
99,750
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
7
|
|
|
|
|
$
|
100,424
|
|
|
|
|
$
|
99,750
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
166
|
|
|
Prepaid expenses and other current assets
|
|
$
|
287
|
|
|
Other current liabilities
|
|
$
|
375
|
|
|
Other current liabilities
|
|
$
|
890
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
166
|
|
|
|
|
$
|
287
|
|
|
|
|
$
|
375
|
|
|
|
|
$
|
890
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
179,050
|
|
|
$
|
214,137
|
|
|
$
|
259,668
|
|
Earnings (loss) from discontinued operations (1)
|
6,715
|
|
|
4,083
|
|
|
(117,905
|
)
|
|||
(Loss) on write-down of disposal group (2)
|
—
|
|
|
(15,658
|
)
|
|
—
|
|
|||
Income tax (expense) (3)
|
(3,299
|
)
|
|
(4,703
|
)
|
|
(3,499
|
)
|
|||
Loss on sale of discontinued operations (4)
|
(1,602
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax benefit on sale of discontinued operations (5)
|
364
|
|
|
—
|
|
|
—
|
|
|||
Earnings (loss) from discontinued operations, net of tax
|
$
|
2,178
|
|
|
$
|
(16,278
|
)
|
|
$
|
(121,404
|
)
|
(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 ended January 31, 2012, which was related to the Die-Cut business.
|
(2)
|
The Company recorded a $15.7 million loss to write-down the Die-Cut business to its estimated fair value less costs to sell in the three months ended 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.
|
(4)
|
Represents the loss incurred on the sale of the Die-Cut business, recorded in the three months ended July 31, 2014 and includes $3.9 million in liabilities retained as part of the divestiture agreement.
|
(5)
|
The income tax benefit on the sale of discontinued operations was significantly impacted by the release of a reserve for uncertain tax positions of $4.0 million, which was triggered as a result of the Thailand stock sale during the three months ended July 31, 2014. This was offset by $3.6 million in tax expense related to the gain on the sale of the Balkhausen assets. The Thailand stock sale and the Balkhausen asset sale were included in the first phase of the Die-Cut divestiture.
|
|
July 31, 2014
|
||
Accounts receivable—net
|
$
|
20,174
|
|
Total inventories
|
5,883
|
|
|
Prepaid expenses and other current assets
|
52
|
|
|
Total current assets
|
26,109
|
|
|
|
|
||
Other assets:
|
|
||
Goodwill
|
8,923
|
|
|
Other intangible assets
|
280
|
|
|
Other
|
89
|
|
|
Property, plant and equipment—net
|
14,141
|
|
|
Total assets
|
$
|
49,542
|
|
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
9,199
|
|
Wages and amounts withheld from employees
|
1,140
|
|
|
Other current liabilities
|
301
|
|
|
Total current liabilities
|
10,640
|
|
|
|
|
||
Net assets of disposal group at fair value
|
38,902
|
|
|
|
Quarters
|
||||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
307,530
|
|
|
$
|
291,194
|
|
|
$
|
309,577
|
|
|
$
|
316,733
|
|
|
$
|
1,225,034
|
|
Gross margin
|
|
157,847
|
|
|
142,536
|
|
|
155,120
|
|
|
154,061
|
|
|
609,564
|
|
|||||
Operating income (loss) *
|
|
29,689
|
|
|
18,346
|
|
|
26,767
|
|
|
(116,013
|
)
|
|
(41,211
|
)
|
|||||
Earnings (loss) from continuing operations
|
|
18,135
|
|
|
10,517
|
|
|
20,183
|
|
|
(96,981
|
)
|
|
(48,146
|
)
|
|||||
Earnings (loss) from discontinued operations, net of income taxes **
|
|
5,795
|
|
|
5,907
|
|
|
3,904
|
|
|
(13,428
|
)
|
|
2,178
|
|
|||||
Net earnings (loss) from continuing operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic***
|
|
$
|
0.35
|
|
|
$
|
0.20
|
|
|
$
|
0.39
|
|
|
$
|
(1.89
|
)
|
|
$
|
(0.93
|
)
|
Diluted***
|
|
$
|
0.35
|
|
|
$
|
0.20
|
|
|
$
|
0.39
|
|
|
$
|
(1.89
|
)
|
|
$
|
(0.93
|
)
|
Net earnings (loss) from discontinued operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic***
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.08
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.04
|
|
Diluted***
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.08
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.04
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
272,015
|
|
|
$
|
272,702
|
|
|
$
|
302,483
|
|
|
$
|
310,592
|
|
|
$
|
1,157,792
|
|
Gross margin
|
|
150,185
|
|
|
141,891
|
|
|
159,401
|
|
|
157,871
|
|
|
609,348
|
|
|||||
Operating income *
|
|
43,236
|
|
|
21,797
|
|
|
30,935
|
|
|
(178,524
|
)
|
|
(82,556
|
)
|
|||||
Earnings from continuing operations
|
|
26,291
|
|
|
(10,671
|
)
|
|
21,680
|
|
|
(175,557
|
)
|
|
(138,257
|
)
|
|||||
Earnings (loss) from discontinued operations, net of income taxes **
|
|
896
|
|
|
1,987
|
|
|
(17,447
|
)
|
|
(1,714
|
)
|
|
(16,278
|
)
|
|||||
Net earnings from continuing operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic***
|
|
$
|
0.51
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.42
|
|
|
$
|
(3.40
|
)
|
|
$
|
(2.70
|
)
|
Diluted***
|
|
$
|
0.51
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.42
|
|
|
$
|
(3.40
|
)
|
|
$
|
(2.70
|
)
|
Net earnings (loss) from discontinued operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic***
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.32
|
)
|
Diluted***
|
|
$
|
0.02
|
|
|
$
|
0.04
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.32
|
)
|
**
|
In fiscal 2014, the Company recorded restructuring charges of
$6,989
and a loss on the sale of the Die Cut business of
$1,602
in discontinued operations in the fourth quarter ended July 31, 2014. In fiscal 2013, the Company recorded a $15,658 loss to write-down the Die-Cut business to its estimated fair value less costs to sell in the three months ended April 30, 2013.
|
Name
|
|
Age
|
|
Title
|
J. Michael Nauman
|
|
52
|
|
President, CEO and Director
|
Aaron J. Pearce
|
|
43
|
|
Senior V.P., CFO
|
Thomas J. Felmer
|
|
52
|
|
Senior V.P., President - Workplace Safety
|
Stephen Millar (1)
|
|
53
|
|
President - Die Cut, President - Brady Asia Pacific and V.P., Brady Corporation
|
Matthew O. Williamson
|
|
58
|
|
President - Identification Solutions and V.P., Brady Corporation
|
Helena R. Nelligan
|
|
48
|
|
Senior V.P. - Human Resources
|
Louis T. Bolognini
|
|
58
|
|
Senior V.P., Secretary and General Counsel
|
Bentley N. Curran
|
|
52
|
|
V.P. - Digital Business and Chief Information Officer
|
Kathleen M. Johnson
|
|
60
|
|
V.P. and Chief Accounting Officer
|
Paul T. Meyer
|
|
45
|
|
Treasurer and Vice President - Tax
|
Patrick W. Allender
|
|
67
|
|
Director
|
Gary S. Balkema
|
|
59
|
|
Director
|
Nancy L. Gioia
|
|
54
|
|
Director
|
Conrad G. Goodkind
|
|
70
|
|
Director
|
Frank W. Harris
|
|
72
|
|
Director
|
Elizabeth P. Pungello
|
|
47
|
|
Director
|
Bradley C. Richardson
|
|
56
|
|
Director
|
•
|
A Form 4 for Mr. Felmer that was not filed on or before December 10, 2012, or a Form 5 at fiscal year end, as required to report the sale of 2,869 shares of Class A Nonvoting Common Stock on December 6, 2012. This transaction was reported on a Form 4 for Mr. Felmer that was filed on August 21, 2014.
|
•
|
Thomas J. Felmer, Senior Vice President, President-Workplace Safety, and Former Chief Financial Officer (1);
|
•
|
Frank M. Jaehnert, Former President, Chief Executive Officer and Director (2);
|
•
|
Louis T. Bolognini, Senior Vice President, General Counsel and Secretary;
|
•
|
Stephen Millar, Vice President, Brady Corporation, President, Brady Asia Pacific, and President-Die Cut (3), and;
|
•
|
Matthew O. Williamson, President-Identification Solutions and Vice President, Brady Corporation
|
•
|
On a GAAP basis, we incurred a fiscal 2014 net loss from continuing operations of $48.1 million.
|
•
|
Brady continues to demonstrate adequate cash generation to meet ongoing business needs as we generated $93.4 million of cash flow from operating activities during the year ended July 31, 2014.
|
•
|
Our sales from continuing operations for the full year were $1.23 billion, up 5.8% from fiscal 2013. Organic sales were up 0.2%, acquisitions increased sales by 5.7%, and foreign currency translation decreased sales by 0.1%.
|
Emphasis on Variable Compensation
|
|
More than 45% of the named executive officers' possible compensation is tied to Company performance which the Company believes drives shareholder value.
|
|
|
|
Ownership Requirements
|
|
During fiscal 2014, the chief executive officer was required to own at least 100,000 shares of stock in the Company and Mr. Nauman is required to own shares in the Company at a value equal to five times his base salary. All other named executive officers are required to hold at least 30,000 shares of stock. Officers must meet their ownership requirements within five years.
|
|
|
|
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
|
|
Historically, 100% of annual cash and equity incentive awards were performance-based. Beginning in fiscal 2014, 50% of the annual equity incentive award was granted in time-based restricted stock units to facilitate retention while shifting the Company's use of different equity types to more closely reflect general market norms. 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. The Insider Trading Policy also prohibits the pledging of Company stock as collateral for loans, holding Company securities in a margin account by officers, directors or employees, and the hedging of Company securities.
|
|
|
|
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
|
|
In fiscal 2014, for the former chief executive officer, the maximum cash benefit was equal to 3x salary and 3x the average bonus payment received in the three years immediately prior to the date the change of control occurs. Mr. Nauman's maximum cash benefit is equal to 2x salary and 2x target bonus plus a prorated target bonus in the year in which the termination occurs. For all other named executive officers, the maximum cash benefit is equal to 2x salary and 2x the average bonus payment received in the three years immediately prior to the date the change of control occurs. In the event of a change of control, unexercised stock options become fully exercisable or, if canceled, each named executive officer shall be given cash or stock equal to the in-the-money value of the canceled stock options.
|
|
|
|
No Employment Agreements
|
|
In fiscal 2014, the Company did not maintain any employment agreements with its executives. Mr. Nauman's Offer Letter provides that he is deemed an at-will employee, but will receive a severance benefit in the event his employment is terminated by the Company without cause or for good reason as described in the Offer Letter and summarized above.
|
|
|
|
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 award
|
|
To attract, retain, motivate and reward employees for achieving or exceeding annual performance goals at Company and platform 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 award: Time-based stock options and time-based restricted stock units
|
|
To attract, retain, motivate and reward top talent for the successful creation of long-term stockholder value.
|
|
An assessment of executive leadership, experience and expected future contribution, combined with market competitive grant information, are used to determine the amount of equity granted to each executive.
Stock options are inherently performance-based in that the stock price must increase over time to provide compensation value to the executive.
Restricted stock units are units that are settled in shares of common stock upon vesting. We believe restricted stock units serve as a strong reward and retention device, while promoting the alignment of executive decisions with Company goals and shareholder interests.
|
Named Executive Officer
|
|
Fiscal 2013
|
|
Fiscal 2014
|
|
Percentage Increase
|
|
|||||
Thomas J. Felmer
|
|
$
|
377,500
|
|
|
$
|
384,625
|
|
|
2.5
|
%
|
|
Frank M. Jaehnert
|
|
800,000
|
|
|
800,000
|
|
|
—
|
%
|
|
||
Louis T. Bolognini
|
|
320,000
|
|
|
327,500
|
|
|
3.1
|
%
|
|
||
Stephen Millar (1)
|
|
304,313
|
|
|
325,160
|
|
|
—
|
%
|
|
||
Matthew O. Williamson
|
|
383,675
|
|
|
383,675
|
|
|
—
|
%
|
|
(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 2014: 1USD = 0.9195AUD; 2013: 1USD = 0.9825AUD. The difference between fiscal 2013 and fiscal 2014 base salaries is entirely related to exchange rate fluctuation.
|
•
|
Organic sales growth: Organic sales growth is measured as the increase in sales of continuing operations, excluding all acquired and divested sales and adjusted for foreign currency changes for the current year, divided by organic sales from continuing operations from the prior year. Organic sales are also known as “core sales” and “base sales." Organic sales growth is reported quarterly and annually in the Company's 10-Q and 10-K SEC filings.
|
•
|
Segment organic sales growth: Segment organic sales growth is measured as the increase in segment sales excluding all acquired and divested sales and adjusted for foreign currency changes for the current year, divided by segment organic sales from the prior year.
|
•
|
Income from continuing operations: Income from continuing operations is measured as sales of continuing operations less the cost of goods sold, selling expenses and research and development expenses of continuing operations, at budgeted exchange rates, for the current year.
|
•
|
Segment income from operations: Segment income from operations is measured as segment sales less the segment's cost of goods sold, selling expenses and research and development expenses, at budgeted exchange rates, for the current year.
|
•
|
Net income from continuing operations: Net income from continuing operations is defined as revenues from continuing operations at actual exchange rates minus expenses for the cost of doing business. Net income from continuing operations excludes certain non-routine expenses such as restructuring charges, certain tax charges, certain other non-routine charges, and income or loss from acquisitions and divestitures completed in fiscal 2014.
|
•
|
Total Company net income: Total Company net income is defined as total Company revenues at actual exchange rates minus total company expenses for the cost of doing business. Total Company net income excludes certain non-routine expenses such as restructuring charges, certain tax charges, certain other non-routine charges, and income or loss from acquisitions and gain or loss on the sale of businesses completed in fiscal 2014.
|
•
|
Team Goals: Funded by the achievement of net income growth, each named executive officer is evaluated by the Committee on the attainment of key performance indicators agreed by the Committee at the start of the fiscal year to be critical to the execution of the Company's strategy.
|
Performance Measure
(weighting)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Fiscal 2014 Actual Result
|
|||||||
Organic Sales Growth (30%)
|
|
1.4
|
%
|
|
4.2
|
%
|
|
7.8% or more
|
|
|
0.2
|
%
|
|||
Income from continuing operations (30%)(millions)
|
|
$266.6
|
|
$290.0
|
|
$309.7 or more
|
|
|
$238.9
|
|
|||||
Net Income from continuing operations (20%)(millions)
|
|
$97.5
|
|
$112.0
|
|
$125.0 or more
|
|
|
($48.1)
|
|
|||||
Team Goals (20%)
|
|
Varies by Individual
|
|||||||||||||
Fiscal 2014 Bonus Award
|
|
|
|
|
|
|
|
Actual
(% of Salary)
|
|
Actual
($)
|
|||||
T. Felmer
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
|
L. Bolognini
|
|
0
|
%
|
|
60
|
%
|
|
120
|
%
|
|
0
|
%
|
|
$0
|
Named Officers
|
|
Number of Time-Based
Stock Options
|
|
Grant Date
Fair Value
|
|
Number of Time-Based RSUs
|
|
Grant Date
Fair Value
|
|
Number of Time-Based Restricted Shares
|
|
Grant Date
Fair Value
|
|||
T. Felmer
|
|
33,682
|
|
|
$325,001
|
|
10,580
|
|
|
$325,118
|
|
5,000
|
|
|
$145,050
|
F. Jaehnert
|
|
_
|
|
|
_
|
|
_
|
|
|
_
|
|
_
|
|
|
_
|
L. Bolognini
|
|
4,848
|
|
|
$142,508
|
|
4,639
|
|
|
$144,134
|
|
_
|
|
|
_
|
S. Millar
|
|
14,327
|
|
|
$137,508
|
|
4,476
|
|
|
$139,069
|
|
_
|
|
|
_
|
M. Williamson
|
|
25,006
|
|
|
$240,003
|
|
7,813
|
|
|
$242,750
|
|
_
|
|
|
_
|
•
|
Annual allowance for financial and tax planning
|
•
|
Company car
|
•
|
Long-term care insurance
|
•
|
Personal liability insurance
|
F. Jaehnert
|
|
100,000 shares
|
T. Felmer
|
|
30,000 shares
|
L. Bolognini
|
|
30,000 shares
|
S. Millar
|
|
30,000 shares
|
M. Williamson
|
|
30,000 shares
|
Name and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Restricted Stock Awards and RSUs
($)(1)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|||||||||||||
T.J. Felmer
|
|
2014
|
|
$
|
384,397
|
|
|
—
|
|
|
$
|
477,221
|
|
|
$
|
325,001
|
|
|
$
|
—
|
|
|
$
|
59,842
|
|
|
$
|
1,246,461
|
|
Senior VP, President-Workplace Safety, Former CFO
|
|
2013
|
|
377,500
|
|
|
—
|
|
|
—
|
|
|
422,007
|
|
|
—
|
|
|
54,164
|
|
|
853,671
|
|
||||||
|
|
2012
|
|
375,481
|
|
|
—
|
|
|
—
|
|
|
755,909
|
|
|
—
|
|
|
105,811
|
|
|
1,237,201
|
|
||||||
F.M. Jaehnert
|
|
2014
|
|
360,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541,074
|
|
|
901,074
|
|
||||||
Former President, CEO, & Director (5)
|
|
2013
|
|
800,000
|
|
|
—
|
|
|
—
|
|
|
834,740
|
|
|
—
|
|
|
101,198
|
|
|
1,735,938
|
|
||||||
|
|
2012
|
|
800,000
|
|
|
—
|
|
|
—
|
|
|
2,086,727
|
|
|
—
|
|
|
238,296
|
|
|
3,125,023
|
|
||||||
L.T. Bolognini - Senior VP-General Counsel & Secretary (6)
|
|
2014
|
|
327,500
|
|
|
—
|
|
|
144,134
|
|
|
142,508
|
|
|
—
|
|
|
51,649
|
|
|
665,791
|
|
||||||
S. Millar
|
|
2014
|
|
325,160
|
|
|
25,000
|
|
|
139,069
|
|
|
137,508
|
|
|
47,799
|
|
|
83,825
|
|
|
758,361
|
|
||||||
President-APAC, VP - Brady Corporation (7)
|
|
2013
|
|
304,314
|
|
|
—
|
|
|
302,100
|
|
|
278,247
|
|
|
—
|
|
|
73,508
|
|
|
958,169
|
|
||||||
M.O. Williamson
|
|
2014
|
|
383,675
|
|
|
—
|
|
|
242,750
|
|
|
240,003
|
|
|
31,422
|
|
|
30,694
|
|
|
928,544
|
|
||||||
President - IDS & VP - Brady Corporation
|
|
2013
|
|
380,666
|
|
|
—
|
|
|
—
|
|
|
319,984
|
|
|
—
|
|
|
62,067
|
|
|
762,717
|
|
||||||
|
|
2012
|
|
370,481
|
|
|
—
|
|
|
—
|
|
|
662,218
|
|
|
122,148
|
|
|
92,492
|
|
|
1,247,339
|
|
(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 and restricted stock units ("RSUs"). The grant date fair value is calculated based on the number of shares of Common Stock underlying the restricted stock awards and RSUs, 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 or RSU will depend on the market value of the Company’s Common Stock on the date the stock is sold. The fiscal 2014 annual grant included time-based RSUs that vest one-third each year for the first three years. Effective September 21, 2012, a grant of 10,000 shares of performance-based RSUs was issued to Mr. Millar, which included a performance vesting requirement based upon earnings per share growth at either July 31, 2013 or July 31, 2014, provided that Mr. Millar remain employed through July 31, 2014. Effective October 7, 2013, an award of 5,000 shares of service-based restricted stock was issued to Mr. Felmer at a fair value of $29.70 per share as a result of his increased responsibilities with his appointment as Interim President and Chief Executive Officer.
|
(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, 2014. 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, Bolognini, 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. For Mr. Jaehnert, this column for fiscal 2014 also includes $440,000 in severance payments and payment by the Company for $10,000 of legal fees and $20,000 of outplacement service fees incurred in conjunction with his separation in addition to the above amounts. 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)
|
Mr. Jaehnert’s base salary did not change in fiscal 2014 from fiscal 2013. The fiscal 2014 salary of $360,000 represents the amount earned during the fiscal year through December 31, 2013, the date Mr. Jaehnert’s separation from the Company.
|
(6)
|
Fiscal 2014 is the first year during Mr. Bolognini’s term as officer in which he met the criteria as a Named Executive Officer.
|
(7)
|
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 2014: $1 = 0.9195 AUD and 2013: $1 = 0.9825 AUD. Fiscal 2013 was the first year during Mr. Millar's term as officer in which he met the criteria as a Named Executive Officer.
|
Name
|
|
Fiscal
Year
|
|
Retirement
Plan
Contri-butions
($)
|
|
Group
Term
Life
Insurance
($)
|
|
Company
Car
($)
|
|
Long-term
Care
Insurance
($)
|
|
Personal
Liability
Insurance
($)
|
|
Temp/
Total
Disability
($)
|
|
Severance ($)
|
|
Other
($)
|
|
Total
($)
|
|||||||||||||||||
T.J. Felmer
|
|
2014
|
|
$
|
30,505
|
|
|
$
|
1,102
|
|
|
$
|
20,159
|
|
|
$
|
4,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
4,028
|
|
|
$
|
59,842
|
|
|
|
|
2013
|
|
30,200
|
|
|
791
|
|
|
14,940
|
|
|
3,737
|
|
|
—
|
|
|
—
|
|
|
|
|
4,496
|
|
|
54,164
|
|
|||||||||
|
|
2012
|
|
72,759
|
|
|
478
|
|
|
24,761
|
|
|
3,737
|
|
|
—
|
|
|
—
|
|
|
|
|
4,076
|
|
|
105,811
|
|
|||||||||
F.M. Jaehnert (1)
|
|
2014
|
|
48,862
|
|
|
3,870
|
|
|
1,837
|
|
|
2,570
|
|
|
2,654
|
|
|
7,920
|
|
|
440,000
|
|
|
33,361
|
|
|
541,074
|
|
||||||||
|
|
2013
|
|
64,000
|
|
|
4,028
|
|
|
12,201
|
|
|
5,141
|
|
|
2,654
|
|
|
7,920
|
|
|
|
|
5,254
|
|
|
101,198
|
|
|||||||||
|
|
2012
|
|
195,835
|
|
|
2,925
|
|
|
18,966
|
|
|
5,141
|
|
|
2,654
|
|
|
7,920
|
|
|
|
|
4,855
|
|
|
238,296
|
|
|||||||||
L.T. Bolognini (2)
|
|
2014
|
|
24,462
|
|
|
763
|
|
|
16,201
|
|
|
4,274
|
|
|
—
|
|
|
—
|
|
|
|
|
5,949
|
|
|
51,649
|
|
|||||||||
S. Millar
|
|
2014
|
|
57,620
|
|
|
—
|
|
|
26,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
83,825
|
|
|||||||||
(3)
|
|
2013
|
|
49,227
|
|
|
—
|
|
|
24,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
73,508
|
|
|||||||||
M. O. Williamson
|
|
2014
|
|
30,694
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
30,694
|
|
|||||||||||||
|
|
2013
|
|
40,581
|
|
|
798
|
|
|
10,847
|
|
|
5,501
|
|
|
—
|
|
|
—
|
|
|
|
|
4,340
|
|
|
62,067
|
|
|||||||||
|
|
2012
|
|
67,001
|
|
|
471
|
|
|
15,188
|
|
|
5,501
|
|
|
—
|
|
|
—
|
|
|
|
|
4,332
|
|
|
92,493
|
|
|
|
Grant
Date
|
|
Compensation
Committee
Approval
Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
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
|
|
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
(#)
|
|
(#)
|
|
(2)
|
|
($)
|
||||||||||||||||
T.J. Felmer
|
|
|
|
|
|
$
|
—
|
|
|
$
|
270,900
|
|
|
$
|
541,800
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
9/20/2013
|
|
9/10/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,862
|
|
|
10,580
|
|
|
$
|
31.07
|
|
|
$
|
653,721
|
|
|||||
|
|
10/7/2013
|
|
10/6/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
5,000
|
|
(3)
|
29.70
|
|
|
148,500
|
|
||||||||
F.M. Jaehnert
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
L.T. Bolognini
|
|
|
|
|
|
—
|
|
|
198,000
|
|
|
396,000
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
9/20/2013
|
|
9/10/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,848
|
|
|
4,639
|
|
|
31.07
|
|
|
286,642
|
|
|||||||
S. Millar
|
|
|
|
|
|
—
|
|
|
209,300
|
|
|
418,600
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
9/20/2013
|
|
9/10/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,327
|
|
|
4,476
|
|
|
31.07
|
|
|
276,577
|
|
|||||||
M.O. Williamson
|
|
|
|
|
|
—
|
|
|
268,573
|
|
|
537,145
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
9/20/2013
|
|
9/10/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,006
|
|
|
7,813
|
|
|
31.07
|
|
|
482,752
|
|
(1)
|
At its September 2014 meeting, the Management Development and Compensation Compensation Committee approved the values of the annual cash incentive award under the Company's annual cash incentive plan. The structure of the plan is described in the Compensation Discussion and Analysis above and was set prior to the beginning of the fiscal year. Target payout levels can range from 0 to 200 percent of base salary.
|
(2)
|
The exercise price and base 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 dates of September 20, 2013 and October 7, 2013 was $31.07 and $29.70, respectively.
|
(3)
|
Represents 5,000 shares of service-based restricted stock granted to Mr. Felmer on October 7, 2013 at a fair value of $29.70 per share as a result of his increased responsibilities with his appointment of Interim President and Chief Executive Officer.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
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
($)
|
|||||||
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
|
|
|
|
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
|||||
|
|
40,000
|
|
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
|||||
|
|
|
|
45,000
|
|
(1)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
23,334
|
|
|
11,666
|
|
(3)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
15,167
|
|
|
30,333
|
|
(4)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
|
|
—
|
|
|
33,862
|
|
(7)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
35,000
|
|
(2)
|
$
|
915,250
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,580
|
|
(8)
|
276,667
|
|
|||||
|
|
|
|
|
|
|
|
|
|
5,000
|
|
(9)
|
130,750
|
|
|||||
F.M. Jaehnert
|
|
60,000
|
|
|
|
|
$
|
28.84
|
|
|
11/18/2014
|
|
|
|
|
||||
|
|
60,000
|
|
|
|
|
33.89
|
|
|
12/31/2014
|
|
|
|
|
|||||
|
|
50,000
|
|
|
|
|
37.83
|
|
|
12/31/2014
|
|
|
|
|
|||||
|
|
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
|
|
|
|
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
|||||
|
|
100,000
|
|
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
|||||
|
|
|
|
130,000
|
|
(1)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
60,000
|
|
|
30,000
|
|
(3)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
30,000
|
|
|
60,000
|
|
(4)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
L.T. Bolognini
|
|
8,334
|
|
|
16,666
|
|
(6)
|
34.64
|
|
|
1/7/2023
|
|
|
|
|
||||
|
|
|
|
14,848
|
|
(7)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
4,639
|
|
(8)
|
$
|
121,309.85
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
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
|
|
|
|
|
|||||
|
|
10,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
10,000
|
|
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
|||||
|
|
|
|
40,000
|
|
(1)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
|
|
10,000
|
|
(3)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
|||||
|
|
10,000
|
|
|
20,000
|
|
(4)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
|
|
14,327
|
|
(7)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
10,000
|
|
(5)
|
$
|
261,500
|
|
||||
|
|
|
|
|
|
|
|
|
|
4,476
|
|
(8)
|
117,047.4
|
|
|||||
M.O.Williamson
|
|
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
|
|
|
|
|
|||||
|
|
8,334
|
|
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
|||||
|
|
23,334
|
|
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|||||
|
|
35,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
10,000
|
|
|
|
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
|||||
|
|
35,000
|
|
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
|||||
|
|
|
|
40,000
|
|
(1)
|
29.55
|
|
|
8/1/2021
|
|
|
|
|
|||||
|
|
20,000
|
|
|
10,000
|
|
(3)
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
11,500
|
|
|
23,000
|
|
(4)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
|
|
15,629
|
|
(7)
|
31.07
|
|
|
9/20/2013
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
35,000
|
|
(2)
|
$
|
915,250
|
|
||||
|
|
|
|
|
|
|
|
|
|
7,813
|
|
(8)
|
204,310
|
|
(1)
|
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 fiscal 2014 if the Corporation’s Compounded Annual Growth Rate (“CAGR”) for EPS over fiscal 2011 is 15 percent or more. Based on the performance of the Company in fiscal 2014, the vesting criteria for this award were not not met. As a result, the awards were forfeited on September 9, 2014, the date the Audit Committee accepted the results of the fiscal year audit.
|
(2)
|
Effective July 20, 2011, the Management Development and 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. The vesting requirement was not met at July 31, 2013. Based on the performance of the Company in fiscal 2014, the vesting criteria for this award was not met. As a result, the awards were forfeited on September 9, 2014, the date the Audit Committee accepted the results of the fiscal year audit.
|
(3)
|
The remaining options will vest on September 30, 2014.
|
(4)
|
One-half of the options vest on September 21, 2014 and the remaining options vest on September 21, 2015.
|
(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. Based on the performance of the Company in fiscal 2014, the vesting criteria for this award were not met. As a result, the award was forfeited on September 9, 2014, the date the Audit Committee accepted the results of the fiscal year audit.
|
(6)
|
Mr. Bolognini was awarded 25,000 stock options on January 7, 2013, the date he joined the Company as an officer. One-half of the remaining options vest on January 7, 2015 and the remaining options vest on January 7, 2016.
|
(7)
|
One-third of the options vest on September 20, 2014, one-third of the options vest on September 20, 2015, and one-third of the options vest on September 20, 2016.
|
(8)
|
This award represents time-based restricted stock units granted on September 20, 2013 as part of the annual fiscal 2014 equity grant. One-third of the units vest on September 20, 2014, one-third of the units vest on September 20, 2015, and one-third of the units vest on September 20, 2016.
|
(9)
|
Effective October 7, 2013, Mr. Felmer was awarded 5,000 shares of service-based restricted stock in recognition of his increased duties upon his appointment as Interim President and Chief Executive Officer. The shares vest upon the earlier of the end of Mr. Felmer’s service as Interim President and CEO or the Board appointment of a permanent President and CEO. As the Board appointed a permanent President and CEO on August 4, 2014, the 5,000 shares vested on the same date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting ($)
|
||||||
T.J. Felmer
|
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
F.M. Jaehnert
|
|
60,000
|
|
|
624,402
|
|
|
35,001
|
|
|
1,082,581
|
|
||
L.T. Bolognini
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
S. Millar
|
|
27,000
|
|
|
113,074
|
|
|
—
|
|
|
—
|
|
||
M.O. Williamson
|
|
46,666
|
|
|
348,094
|
|
|
—
|
|
|
—
|
|
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 ($)
|
||||||||||
T.J. Felmer
|
|
$
|
4,958
|
|
|
$
|
9,916
|
|
|
$
|
266,669
|
|
|
$
|
—
|
|
|
$
|
2,558,351
|
|
F.M. Jaehnert
|
|
13,538
|
|
|
37,800
|
|
|
(293,972
|
)
|
|
(252,955
|
)
|
|
4,667,969
|
|
|||||
L.T. Bolognini
|
|
2,168
|
|
|
4,336
|
|
|
445
|
|
|
—
|
|
|
6,950
|
|
|||||
S. Millar
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2,923
|
|
|||||
M.O. Williamson
|
|
5,147
|
|
|
10,294
|
|
|
3,631
|
|
|
—
|
|
|
1,176,860
|
|
•
|
The amounts shown in the tables assume that each named executive officer terminated employment on
July 31, 2014
. Accordingly, the tables reflect amounts earned as of
July 31, 2014
, 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/Unit Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
774,000
|
|
348,899
|
|
|
1,322,667
|
|
|
—
|
|
|
463,778
|
|
|
25,000
|
|
|
2,934,344
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2014
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2014
,
2013
and
2012
.
|
(3)
|
Represents the closing market price of $26.15 on
50,580
unvested restricted stock awards and RSUs 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 $26.15 at July 31, 2014.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award/Unit Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
660,000
|
|
—
|
|
|
121,310
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
806,310
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2014
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2014
,
2013
and
2012
.
|
(3)
|
Represents the closing market price of $26.15 on
4,639
unvested RSUs 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 $26.15 at July 31, 2014.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award/Unit Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
650,320
|
|
103,625
|
|
|
378,547
|
|
|
—
|
|
|
184,345
|
|
|
25,000
|
|
|
1,341,837
|
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2014
,
2013
and
2012
.
|
(3)
|
Represents the closing market price of $26.15 on
14,476
unvested RSUs 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 $26.15 at July 31, 2014.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($) (1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Award/Unit Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||
767,350
|
|
584,609
|
|
|
1,119,560
|
|
|
—
|
|
|
449,268
|
|
|
25,000
|
|
|
2,945,787
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2014
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2014
,
2013
and
2012
.
|
(3)
|
Represents the closing market price of $26.15 on
42,813
unvested restricted stock awards and RSUs 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 $26.15 at July 31, 2014.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Name
|
|
Unvested Shares
of Restricted
Stock/RSUs as of
July 31, 2014
|
|
Restricted Stock/RSUs Award Acceleration
Gain $ (1)
|
|
Unvested Stock Options
In-the Money as of
July 31, 2014
|
|
Stock Option
Acceleration
Gain $ (2)
|
||||
T.J. Felmer
|
|
50,580
|
|
|
1,322,667
|
|
|
—
|
|
|
—
|
|
F.M. Jaehnert
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
L.T. Bolognini
|
|
4,639
|
|
|
121,310
|
|
|
—
|
|
|
—
|
|
S. Millar
|
|
14,476
|
|
|
378,547
|
|
|
—
|
|
|
—
|
|
M.O. Williamson
|
|
42,813
|
|
|
1,119,560
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents the closing market price of $26.15 on unvested awards that would vest due to death or disability.
|
(2)
|
There are no unvested stock options that are in-the-money based upon the closing market price of $26.15 at July 31, 2014.
|
Name
|
|
Fees Earned
or Paid in
Cash ($)
|
|
Option
Awards ($) (1)
|
|
Stock
Awards ($) (2)
|
|
Total ($)
|
||||||||
Patrick W. Allender
|
|
$
|
103,000
|
|
|
$
|
41,158
|
|
|
$
|
44,544
|
|
|
$
|
188,702
|
|
Gary S. Balkema
|
|
117,500
|
|
|
41,158
|
|
|
44,544
|
|
|
203,202
|
|
||||
Nancy L. Gioia (3)
|
|
51,750
|
|
|
38,769
|
|
|
42,659
|
|
|
133,178
|
|
||||
Conrad G. Goodkind
|
|
168,000
|
|
|
41,158
|
|
|
44,544
|
|
|
253,702
|
|
||||
Frank W. Harris
|
|
90,000
|
|
|
41,158
|
|
|
44,544
|
|
|
175,702
|
|
||||
Elizabeth P. Pungello
|
|
93,000
|
|
|
41,158
|
|
|
44,544
|
|
|
178,702
|
|
||||
Bradley C. Richardson
|
|
126,000
|
|
|
41,158
|
|
|
44,544
|
|
|
211,702
|
|
(1)
|
Represents the grant date fair value computed in accordance with accounting guidance for equity grants made in fiscal 2014 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, 2014
.
|
(2)
|
Represents the fair value of shares of Brady Corporation Class A Non-Voting Common Stock granted in fiscal 2014 as compensation for their services. The shares granted to the non-management directors, with the exception of Ms. Gioia, were valued at the closing market price of $30.72 on September 20, 2013, the date of grant. The shares granted to Ms. Gioia on were valued at the closing market price of $29.42 on December 4, 2013, the date of grant.
|
(3)
|
Ms. Gioia was appointed to the Board on November 20, 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 Living Trust dated November 1, 2013 (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 grantor of this revocable trust and shares voting and dispositive powers with respect to these shares with his co-trustee. 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(3)(4)(5)
|
|
Percent of
Ownership
|
||
Class A Common Stock
|
|
Elizabeth P. Pungello(1)
|
|
1,293,661
|
|
|
2.7
|
%
|
|
|
Frank M. Jaehnert(2)
|
|
928,062
|
|
|
1.9
|
%
|
|
|
Thomas J. Felmer
|
|
344,694
|
|
|
0.7
|
%
|
|
|
Matthew O. Williamson
|
|
320,365
|
|
|
0.7
|
%
|
|
|
Conrad G. Goodkind
|
|
129,034
|
|
|
0.3
|
%
|
|
|
Frank W. Harris
|
|
81,580
|
|
|
0.2
|
%
|
|
|
Stephen Millar
|
|
74,768
|
|
|
0.2
|
%
|
|
|
Patrick W. Allender
|
|
73,871
|
|
|
0.2
|
%
|
|
|
Bradley C. Richardson
|
|
50,384
|
|
|
0.1
|
%
|
|
|
Gary S. Balkema
|
|
30,503
|
|
|
0.1
|
%
|
|
|
Louis T. Bolognini
|
|
14,831
|
|
|
*
|
|
|
|
Nancy L. Gioia
|
|
1,450
|
|
|
*
|
|
|
|
All Officers and Directors as a Group (18 persons)
|
|
3,657,911
|
|
|
7.7
|
%
|
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. Mr. Jaehnert was not an Officer as of July 31, 2014, but is considered a Named Executive Officer for the fiscal year ended July 31, 2014.
|
(3)
|
The amount shown for all officers and directors individually and as a group (18 persons) includes options to acquire a total of 1,941,462 shares of Class A Common Stock, which are currently exercisable or will be exercisable within 60 days of July 31, 2014, including the following: Ms. Pungello, 53,885 shares; Mr. Jaehnert, 700,001; Mr. Felmer, 304,957 shares; Mr. Williamson, 289,004 shares; Mr. Goodkind, 45,885 shares; Mr. Harris, 53,885 shares; Mr. Millar, 73,276 shares; Mr. Allender, 45,885 shares; Mr. Richardson, 39,885 shares; Mr. Balkema, 25,485 shares; Mr. Bolognini, 13,284 shares; Ms. Gioia, 0 shares; Mr. Curran, 143,596 shares; Ms. Johnson, 67,390 shares; Ms. Nelligan, 0 shares; Mr. Meyer, 5,536 shares; Mr. Nauman, 0 shares; and Mr. Pearce, 70,508 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, 2014.
|
(4)
|
The amount shown for all officers and directors individually and as a group (18 persons) includes unvested restricted stock units to acquire 11,263 shares of Class A Common Stock, which will vest within 60 days of July 31, 2014, including the following: Mr. Jaehnert, 0 units; Mr. Felmer, 3,527 units; Mr. Williamson, 2,605 units; Mr. Millar, 1,492 units; Mr. Bolognini, 1,547 units; Mr. Curran, 950 units; Ms. Johnson, 435 units; Ms. Nelligan, 0 units; Mr. Meyer, 272 units;Mr. Nauman, 0 units; and Mr. Pearce, 435 units.. No unvested restricted stock units were held by directors at July 31, 2014. It does not include other unvested restricted stock awards or restricted stock units to acquire Class A Common Stock which have been granted at later dates and will not vest within 60 days of July 31, 2014.
|
(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 206,333 shares of Class A Common Stock, including the following: Ms. Pungello, 2,333 shares; Mr. Jaehnert, 93,908 shares; Mr. Felmer, 11,455 shares; Mr. Williamson, 15,612 shares; Mr. Goodkind, 31,846 shares; Mr. Harris, 0 shares; Mr. Millar, 0 shares; Mr. Allender, 27,986 shares; Mr. Richardson, 10,499 shares; Mr. Balkema 3,018 shares; Mr. Bolognini, 0 shares; Ms. Gioia, 0 shares; Mr. Curran, 112 shares; Ms. Johnson, 6,292 shares; Ms. Nelligan, 0 shares; Mr. Meyer, 0 shares; Mr. Nauman, 0 shares; and Mr. Pearce, 3,272 shares.
|
|
|
As of July 31, 2014
|
||||||||
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
|
|
4,389,117
|
|
|
$
|
30.82
|
|
|
4,022,854
|
|
Equity compensation plans not
approved by security holders
|
|
None
|
|
|
None
|
|
|
None
|
|
|
Total
|
|
4,389,117
|
|
|
$
|
30.82
|
|
|
4,022,854
|
|
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in thousands)
|
||||||
Audit, audit-related and tax compliance
|
|
|
|
|
||||
Audit fees(1)
|
|
$
|
1,790
|
|
|
$
|
1,671
|
|
Tax fees — compliance
|
|
52
|
|
|
292
|
|
||
Subtotal audit, audit-related and tax compliance fees
|
|
1,842
|
|
|
1,963
|
|
||
Non-audit related
|
|
|
|
|
||||
Tax fees — planning and advice
|
|
413
|
|
|
464
|
|
||
Other fees (2)
|
|
—
|
|
|
10
|
|
||
Subtotal non-audit related fees
|
|
413
|
|
|
474
|
|
||
Total fees
|
|
$
|
2,255
|
|
|
$
|
2,437
|
|
(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.
|
|
|
2014
|
|
2013
|
Ratio of Tax Planning and Advice Fees and All Other Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees
|
|
.2 to 1
|
|
.2 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)
|
2.2
|
|
Share and Asset Purchase Agreement, dated as of February 24, 2014, by and among Brady Corporation and LTI Flexible Products, Inc. (d/b/a Boyd Corporation) (6)
|
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
|
|
Complete and Permanent Release and Retirement Agreement, dated as of October 6, 2013, with Frank Jaehnert(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
|
|
Severance and Release Agreement, dated as of February 20, 2014, entered into with Scott Hoffman (25)
|
*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 (32)
|
*10.49
|
|
Form of Fiscal 2014 Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (32)
|
*10.50
|
|
Form of Fiscal 2014 Restricted Stock Unit Agreement under 2012 Omnibus Incentive Stock Plan (32)
|
*10.51
|
|
Deed of Release, dated as of August 1, 2014, with Stephen Millar (33)
|
*10.52
|
|
Separation Agreement, dated as of November 20, 2013, with Allan J. Klotsche (34)
|
*10.53
|
|
Employment Offer Letter, dated as of August 1, 2014, with J. Michael Nauman (35)
|
*10.54
|
|
Restricted Stock Unit Agreement, dated as of August 4, 2014, with J. Michael Nauman (35)
|
*10.55
|
|
Change of Control Agreement, dated as of August 4, 2014, with J. Michael Nauman (35)
|
*10.56
|
|
Restricted Stock Agreement, dated as of October 7, 2013, with Thomas J. Felmer (36)
|
*10.57
|
|
Change of Control Agreement, dated as of March 3, 2014, with Helena R. Nelligan (37)
|
*10.58
|
|
Change of Control Agreement, dated as of March 3, 2014, with Bentley N. Curran (37)
|
*10.59
|
|
Change of Control Agreement, dated as of March 3, 2014, with Lee E. Marks (37)
|
*10.60
|
|
Restricted Stock Unit Agreement, dated as of August 4, 2014, with Thomas J. Felmer
|
*10.61
|
|
Form of Fiscal 2015 Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan
|
*10.62
|
|
Form of Fiscal 2015 Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan
|
*10.63
|
|
Form of Fiscal 2015 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 J. Michael Nauman
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Aaron J. Pearce
|
32.1
|
|
Section 1350 Certification of J. Michael Nauman
|
32.2
|
|
Section 1350 Certification of Aaron J. Pearce
|
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
|
(32)
|
Incorporated by reference to Registrants Annual Report of Form 10-K for the fiscal year ended July 31, 2013
|
(33)
|
Incorporated by reference to Registrant's Current Report on Form 8-K filed August 1, 2014
|
(34)
|
Incorporated by reference to Registrant's Current Report on Form 8-K filed November 21, 2013
|
(35)
|
Incorporated by reference to Registrant's Current Report on Form 8-K filed August 4, 2014
|
(36)
|
Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2013
|
(37)
|
Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended January 31, 2014
|
|
|
Year ended July 31,
|
||||||||||
Description
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(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
|
|
$
|
5,093
|
|
|
$
|
6,005
|
|
|
$
|
6,183
|
|
Additions — Charged to expense
|
|
779
|
|
|
1,018
|
|
|
1,593
|
|
|||
Due to acquired businesses
|
|
—
|
|
|
531
|
|
|
159
|
|
|||
Reclassified to continuing operations
|
|
31
|
|
|
—
|
|
|
—
|
|
|||
Deductions — Bad debts written off, net of recoveries
|
|
(2,834
|
)
|
|
(1,429
|
)
|
|
(1,930
|
)
|
|||
Deductions — Reclassified to discontinued operations
|
|
—
|
|
|
(1,032
|
)
|
|
—
|
|
|||
Balances at end of period
|
|
$
|
3,069
|
|
|
$
|
5,093
|
|
|
$
|
6,005
|
|
Inventory — Reserve for slow-moving inventory:
|
|
|
|
|
|
|
||||||
Balances at beginning of period
|
|
$
|
11,317
|
|
|
$
|
11,316
|
|
|
$
|
13,009
|
|
Additions — Charged to expense
|
|
3,100
|
|
|
2,629
|
|
|
2,200
|
|
|||
Due to acquired businesses
|
|
—
|
|
|
2,887
|
|
|
445
|
|
|||
Reclassified to continuing operations
|
|
461
|
|
|
|
|
|
|||||
Deductions — Inventory write-offs
|
|
(2,619
|
)
|
|
(1,811
|
)
|
|
(4,338
|
)
|
|||
Deductions — Reclassified to discontinued operations
|
|
—
|
|
|
(3,704
|
)
|
|
—
|
|
|||
Balances at end of period
|
|
$
|
12,259
|
|
|
$
|
11,317
|
|
|
$
|
11,316
|
|
Valuation allowances against deferred tax assets:
|
|
|
|
|
|
|
|
|||||
Balances at beginning of period
|
|
$
|
37,142
|
|
|
$
|
25,847
|
|
|
$
|
31,844
|
|
Additions during year
|
|
10,182
|
|
|
10,853
|
|
|
2,579
|
|
|||
Due to acquired businesses
|
|
—
|
|
|
983
|
|
|
—
|
|
|||
Deductions — Valuation allowances reversed/utilized
|
|
(9,915
|
)
|
|
(541
|
)
|
|
(3,226
|
)
|
|||
Deductions — Valuation allowances reversed/written off
|
|
—
|
|
|
—
|
|
|
(5,350
|
)
|
|||
Balances at end of period
|
|
$
|
37,409
|
|
|
$
|
37,142
|
|
|
$
|
25,847
|
|
B
RADY
C
ORPORATION
|
||
By:
|
|
/s/ AARON J. PEARCE
|
|
|
Aaron J. Pearce
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
/s/ J. MICHAEL NAUMAN
|
|
President and Chief Executive Officer; Director
|
J. Michael Nauman
|
|
(
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/ NANCY L. GIOIA
|
|
|
Nancy L. Gioia
|
|
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 29, 2014
|
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 first anniversary of the grant date, the Restricted Stock Units shall be vested.
|
(b)
|
Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirement set forth in Section 2(a) above, the 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, or due to termination by the Corporation without Cause, 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.
|
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.
|
(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 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.
|
(d)
|
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.
|
(e)
|
Employee agrees that the terms of this Section 9 shall survive the termination of Employee's employment with the Company.
|
(f)
|
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
|
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
|
(d)
|
is terminated as a result of the Employee’s retirement at 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 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
|
(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)
|
F
orfeiture 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)
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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,
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(i)
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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;
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(ii)
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inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;
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(iii)
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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;
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(iv)
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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
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(v)
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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.
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(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.
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(ii)
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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.
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(c)
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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.
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(d)
|
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.
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(e)
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Employee agrees that the terms of this Section 9 shall survive the termination of Employee's employment with the Company.
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(f)
|
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.
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10.
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Clawback
|
11.
|
Adjustment of Shares
|
12.
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Provisions of Plan Controlling
|
13.
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Wisconsin Contract
|
14.
|
Severability
|
|
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State (Country)
|
|
Percentage of Voting
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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
|
|
|
|
|
BIG Badges
|
|
|
|
|
Brady Holdings Mexico LLC
|
|
Delaware
|
|
100%
|
Clement Communications, Inc.
|
|
Pennsylvania
|
|
100%
|
Brady International Co.
|
|
Wisconsin
|
|
100%
|
Brady Worldwide, Inc.
|
|
Wisconsin
|
|
100%
|
Doing Business As:
|
|
|
|
|
Brandon International
|
|
|
|
|
Sorbent Products Company
|
|
|
|
|
TISCOR
|
|
|
|
|
Electromark
|
|
|
|
|
Precision Dynamics Corporation
|
|
California
|
|
100%
|
Doing Business As:
|
|
|
|
|
Pharmex
|
|
|
|
|
PDMX LLC
|
|
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
|
|
|
|
|
IDenticard 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
|
|
|
|
|
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%
|
Brady Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
100%
|
Maquila 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 IDS 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 (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 29, 2014
|
|
|
|
/s/ J. MICHAEL NAUMAN
|
|
J. Michael Nauman
|
|
President and Chief Executive Officer
|
|
Date: September 29, 2014
|
|
|
|
/s/ AARON J. PEARCE
|
|
Aaron J. Pearce
|
|
Senior Vice President and Chief Financial Officer
|
|
Date: September 29, 2014
|
|
|
|
/s/ J. MICHAEL NAUMAN
|
|
J. Michael Nauman
|
|
President and Chief Executive Officer
|
|
Date: September 29, 2014
|
|
|
|
/s/ AARON J. PEARCE
|
|
Aaron J. Pearce
|
|
Senior Vice President and Chief Financial Officer
|
|