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
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Wisconsin
|
|
39-0178960
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(State or other jurisdiction of
incorporation or organization)
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|
(IRS Employer
Identification No.)
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6555 West Good Hope Road,
Milwaukee, WI
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|
53223
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(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
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Class A Nonvoting Common Stock, Par
Value $.01 per share
|
|
New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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|
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
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|
PART IV
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|
•
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Operational excellence — Continuous productivity improvement, business simplification and process transformation.
|
•
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Customer service — Focus on the customer and understanding customer needs.
|
•
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Innovation advantage — Technologically advanced, internally developed products drive growth and sustain gross profit margins.
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•
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Global leadership position in niche markets.
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•
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Digital capabilities.
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•
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Compliance expertise.
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•
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Focused on driving operational excellence and providing the Company's customers with innovative products and the highest level of customer service.
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•
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Invested in R&D to identify emerging technology opportunities that align with the Company's target markets and improved our innovation development process.
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•
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Enhanced the Company's business primarily through focused sales and marketing efforts in selected vertical markets and an increased focus on strategic accounts.
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•
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Expanded the direct-marketing model in the WPS business by increasing its offering of identification and workplace safety products with a heightened focus on proprietary and customized product offerings and an increased emphasis on digital.
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•
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Completed the consolidation of selected manufacturing facilities in the Americas and Europe.
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|
|
2015
|
|
2014
|
|
2013
|
|||
IDS
|
|
68.8
|
%
|
|
67.4
|
%
|
|
63.8
|
%
|
WPS
|
|
31.2
|
%
|
|
32.6
|
%
|
|
36.2
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
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Facility identification, which includes safety signs, pipe markers, labeling systems, spill control products, lockout/tagout devices, and software and services for auditing, procedure writing and training.
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•
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Product identification, which includes materials and printing systems for product identification, brand protection labeling, work in process labeling, and finished product identification.
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•
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Wire identification, which includes hand-held printers, wire markers, sleeves, and tags.
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•
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People identification, which includes self-expiring name tags, badges, lanyards, and access control software.
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•
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Patient identification, which includes wristbands and labels used in hospitals for tracking and improving the safety of patients.
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•
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Custom wristbands used in the leisure and entertainment industry such as theme parks, concerts and festivals.
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•
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Safety and compliance signs, tags, and labels.
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•
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Informational and architectural signage.
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•
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Asset tracking labels.
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•
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First aid products.
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•
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Industrial warehouse and office equipment.
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•
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Labor law compliance posters.
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•
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Decreasing product life cycles.
|
•
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Changes in customer preferences.
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•
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Delays or disruptions in product deliveries and payments in connection with international manufacturing and sales.
|
•
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Political and economic instability and disruptions.
|
•
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Imposition of duties and tariffs.
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•
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Import, export and economic sanction laws.
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•
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Current and changing governmental policies, regulatory, and business environments.
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•
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Disadvantages from competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act.
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•
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Local labor market conditions.
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•
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Regulations relating to climate change, air emissions, wastewater discharges, handling and disposal of hazardous materials and wastes.
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•
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Regulations relating to health, safety and the protection of the environment.
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•
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Specific country regulations where our products are manufactured or sold.
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•
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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)
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Market Information
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||
4th Quarter
|
|
$
|
26.76
|
|
|
$
|
23.15
|
|
|
$
|
30.75
|
|
|
$
|
24.26
|
|
|
$
|
35.58
|
|
|
$
|
29.76
|
|
3rd Quarter
|
|
$
|
28.91
|
|
|
$
|
26.03
|
|
|
$
|
27.89
|
|
|
$
|
25.15
|
|
|
$
|
36.33
|
|
|
$
|
31.51
|
|
2nd Quarter
|
|
$
|
27.56
|
|
|
$
|
23.50
|
|
|
$
|
31.61
|
|
|
$
|
27.36
|
|
|
$
|
35.00
|
|
|
$
|
30.18
|
|
1st Quarter
|
|
$
|
27.07
|
|
|
$
|
21.19
|
|
|
$
|
35.54
|
|
|
$
|
29.19
|
|
|
$
|
31.22
|
|
|
$
|
26.34
|
|
(b)
|
Holders
|
(c)
|
Issuer Purchases of Equity Securities
|
(d)
|
Dividends
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
|
1st Qtr
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||||||||||||
Class A
|
|
$
|
0.2025
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.195
|
|
|
$
|
0.195
|
|
|
$
|
0.195
|
|
|
$
|
0.195
|
|
Class B
|
|
0.18585
|
|
|
0.18335
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.17835
|
|
|
0.195
|
|
|
0.195
|
|
|
0.195
|
|
(e)
|
Common Stock Price Performance Graph
|
*
|
$100 invested on July 31, 2010 in stock or index—including reinvestment of dividends. Fiscal years ended July 31:
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Brady Corporation
|
|
$
|
100.00
|
|
|
$
|
108.81
|
|
|
$
|
100.01
|
|
|
$
|
128.45
|
|
|
$
|
103.70
|
|
|
$
|
96.33
|
|
S&P 500 Index
|
|
100.00
|
|
|
119.65
|
|
|
130.58
|
|
|
163.22
|
|
|
190.87
|
|
|
212.26
|
|
||||||
S&P SmallCap 600 Index
|
|
100.00
|
|
|
124.72
|
|
|
129.70
|
|
|
174.80
|
|
|
194.10
|
|
|
217.33
|
|
||||||
Russell 2000 Index
|
|
100.00
|
|
|
123.92
|
|
|
124.16
|
|
|
167.32
|
|
|
181.64
|
|
|
203.49
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Operating data (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,171,731
|
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
|
$
|
1,071,504
|
|
|
$
|
1,059,355
|
|
Gross margin
|
|
558,432
|
|
|
609,564
|
|
|
609,348
|
|
|
590,969
|
|
|
587,950
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
36,734
|
|
|
35,048
|
|
|
33,552
|
|
|
34,528
|
|
|
38,268
|
|
|||||
Selling, general and administrative
|
|
422,704
|
|
|
452,164
|
|
|
427,858
|
|
|
392,694
|
|
|
397,472
|
|
|||||
Restructuring charges (2)
|
|
16,821
|
|
|
15,012
|
|
|
26,046
|
|
|
6,084
|
|
|
6,451
|
|
|||||
Impairment charges (3)
|
|
46,867
|
|
|
148,551
|
|
|
204,448
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
523,126
|
|
|
650,775
|
|
|
691,904
|
|
|
433,306
|
|
|
442,191
|
|
|||||
Operating income (loss)
|
|
35,306
|
|
|
(41,211
|
)
|
|
(82,556
|
)
|
|
157,663
|
|
|
145,759
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment and other income—net
|
|
845
|
|
|
2,402
|
|
|
3,523
|
|
|
2,082
|
|
|
3,989
|
|
|||||
Interest expense
|
|
(11,156
|
)
|
|
(14,300
|
)
|
|
(16,641
|
)
|
|
(19,090
|
)
|
|
(22,124
|
)
|
|||||
Net other expense
|
|
(10,311
|
)
|
|
(11,898
|
)
|
|
(13,118
|
)
|
|
(17,008
|
)
|
|
(18,135
|
)
|
|||||
Earnings (loss) from continuing operations before income taxes
|
|
24,995
|
|
|
(53,109
|
)
|
|
(95,674
|
)
|
|
140,655
|
|
|
127,624
|
|
|||||
Income taxes (4)
|
|
20,093
|
|
|
(4,963
|
)
|
|
42,583
|
|
|
37,162
|
|
|
21,667
|
|
|||||
Earnings (loss) from continuing operations
|
|
$
|
4,902
|
|
|
$
|
(48,146
|
)
|
|
$
|
(138,257
|
)
|
|
$
|
103,493
|
|
|
$
|
105,957
|
|
(Loss) earnings from discontinued operations, net of income taxes (5)
|
|
(1,915
|
)
|
|
2,178
|
|
|
(16,278
|
)
|
|
(121,404
|
)
|
|
2,695
|
|
|||||
Net earnings (loss)
|
|
$
|
2,987
|
|
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
|
$
|
(17,911
|
)
|
|
$
|
108,652
|
|
Earnings (loss) from continuing operations per Common Share— (Diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A nonvoting
|
|
$
|
0.10
|
|
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
1.95
|
|
|
$
|
1.99
|
|
Class B voting
|
|
$
|
0.08
|
|
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
|
$
|
1.94
|
|
|
$
|
1.97
|
|
(Loss) earnings from discontinued operations per Common Share - (Diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A nonvoting
|
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
0.05
|
|
Class B voting
|
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.30
|
)
|
|
$
|
0.05
|
|
Cash Dividends on:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A common stock
|
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
Class B common stock
|
|
$
|
0.78
|
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.70
|
|
Balance Sheet at July 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
1,062,897
|
|
|
1,253,665
|
|
|
1,438,683
|
|
|
1,607,719
|
|
|
1,861,505
|
|
|||||
Long-term obligations, less current maturities
|
|
200,774
|
|
|
159,296
|
|
|
201,150
|
|
|
254,944
|
|
|
331,914
|
|
|||||
Stockholders’ investment
|
|
587,688
|
|
|
733,076
|
|
|
830,797
|
|
|
1,009,353
|
|
|
1,156,192
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
93,348
|
|
|
$
|
93,420
|
|
|
$
|
143,503
|
|
|
$
|
144,705
|
|
|
$
|
167,350
|
|
Net cash (used in) provided by investing activities
|
|
(14,365
|
)
|
|
10,207
|
|
|
(325,766
|
)
|
|
(64,604
|
)
|
|
(22,631
|
)
|
|||||
Net cash used in financing activities
|
|
(32,152
|
)
|
|
(115,387
|
)
|
|
(33,060
|
)
|
|
(147,824
|
)
|
|
(91,574
|
)
|
|||||
Depreciation and amortization
|
|
39,458
|
|
|
44,598
|
|
|
48,725
|
|
|
43,987
|
|
|
48,827
|
|
|||||
Capital expenditures
|
|
(26,673
|
)
|
|
(43,398
|
)
|
|
(35,687
|
)
|
|
(24,147
|
)
|
|
(20,532
|
)
|
(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 of the Company as one, three, and one acquisitions were completed in fiscal years ended July 31, 2013, 2012, and 2011, respectively. There were no acquisitions in fiscal 2015 and fiscal 2014. Refer to Note 2 within Item 8 for further information on the acquisition that was completed in fiscal 2013.
|
(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 the Americas, Europe, and Asia in order to enhance customer service, improve efficiency of our operations, and reduce operating expenses. This plan resulted in restructuring charges during fiscal 2014 and fiscal 2015.
|
(3)
|
The Company recognized impairment charges of
$46.9 million
,
$148.6 million
, and
$204.4 million
during the three months ended July 31, 2015, 2014, and 2013, respectively. The impairment charges primarily related to the following reporting units: WPS Americas and WPS APAC in fiscal 2015; PeopleID in fiscal 2014; and WPS Americas and IDS APAC in fiscal 2013. Refer to Note 3 within Item 8 for further information regarding the impairment charges.
|
(4)
|
Fiscal 2015 was significantly impacted by the impairment charges of
$46.9 million
, of which $39.8 million was non-deductible for income tax purposes. Fiscal 2014 was significantly impacted by the impairment charges of
$148.6 million
, of which $61.1 million was non-deductible for income tax purposes, 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 significantly impacted by the impairment charges of
$204.4 million
, of which $168.9 million was non-deductible for income tax purposes, as well as a tax charge of $26.6 million associated with the funding of the PDC acquisition.
|
(5)
|
The loss from discontinued operations in fiscal 2015 includes a $0.4 million net loss on the sale of the Die-Cut business, recorded during the three months ended October 31, 2014. The earnings from discontinued operations in fiscal 2014 include a $1.2 million net loss on the sale of the Die-Cut business recorded during the three months ended July 31, 2014. The Die-Cut business was sold in two phases. The first phase closed in the fourth quarter of fiscal 2014 and the second and final phase closed in the first quarter of fiscal 2015. 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)
|
|
2015
|
|
% Sales
|
|
2014
|
|
% Sales
|
|
2013
|
|
% Sales
|
|||||||||
Operating income (loss)
|
|
$
|
35,306
|
|
|
3.0
|
%
|
|
$
|
(41,211
|
)
|
|
(3.4
|
)%
|
|
$
|
(82,556
|
)
|
|
(7.1
|
)%
|
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
845
|
|
|
0.1
|
%
|
|
2,402
|
|
|
0.2
|
%
|
|
3,523
|
|
|
0.3
|
%
|
|||
Interest expense
|
|
(11,156
|
)
|
|
(1.0
|
)%
|
|
(14,300
|
)
|
|
(1.2
|
)%
|
|
(16,641
|
)
|
|
(1.4
|
)%
|
|||
Earnings (loss) from continuing operations before tax
|
|
24,995
|
|
|
2.1
|
%
|
|
(53,109
|
)
|
|
(4.3
|
)%
|
|
(95,674
|
)
|
|
(8.3
|
)%
|
|||
Income taxes
|
|
20,093
|
|
|
1.7
|
%
|
|
(4,963
|
)
|
|
(0.4
|
)%
|
|
42,583
|
|
|
3.7
|
%
|
|||
Earnings (loss) from continuing operations
|
|
4,902
|
|
|
0.4
|
%
|
|
(48,146
|
)
|
|
(3.9
|
)%
|
|
(138,257
|
)
|
|
(11.9
|
)%
|
|||
(Loss) earnings from discontinued operations, net of income taxes
|
|
(1,915
|
)
|
|
(0.2
|
)%
|
|
2,178
|
|
|
0.2
|
%
|
|
(16,278
|
)
|
|
(1.4
|
)%
|
|||
Net earnings (loss)
|
|
$
|
2,987
|
|
|
0.3
|
%
|
|
$
|
(45,968
|
)
|
|
(3.8
|
)%
|
|
$
|
(154,535
|
)
|
|
(13.3
|
)%
|
|
|
Years ended July 31,
|
||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
SALES TO EXTERNAL CUSTOMERS
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
806,484
|
|
|
$
|
825,123
|
|
|
$
|
739,116
|
|
WPS
|
|
365,247
|
|
|
399,911
|
|
|
418,676
|
|
|||
Total
|
|
$
|
1,171,731
|
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
SALES GROWTH INFORMATION
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
|
|
|
|
|
||||||
Organic
|
|
1.7
|
%
|
|
2.9
|
%
|
|
0.8
|
%
|
|||
Currency
|
|
(4.0
|
)%
|
|
(0.2
|
)%
|
|
(1.0
|
)%
|
|||
Acquisitions
|
|
—%
|
|
|
8.9
|
%
|
|
16.3
|
%
|
|||
Total
|
|
(2.3
|
)%
|
|
11.6
|
%
|
|
16.1
|
%
|
|||
Workplace Safety
|
|
|
|
|
|
|
||||||
Organic
|
|
(0.4
|
)%
|
|
(4.6
|
)%
|
|
(7.0
|
)%
|
|||
Currency
|
|
(8.3
|
)%
|
|
0.1
|
%
|
|
(0.7
|
)%
|
|||
Acquisitions
|
|
—%
|
|
|
—%
|
|
|
4.0
|
%
|
|||
Total
|
|
(8.7
|
)%
|
|
(4.5
|
)%
|
|
(3.7
|
)%
|
|||
Total Company
|
|
|
|
|
|
|
||||||
Organic
|
|
1.0
|
%
|
|
0.2
|
%
|
|
(2.4
|
)%
|
|||
Currency
|
|
(5.4
|
)%
|
|
(0.1
|
)%
|
|
(0.8
|
)%
|
|||
Acquisitions
|
|
—%
|
|
|
5.7
|
%
|
|
11.3
|
%
|
|||
Total
|
|
(4.4
|
)%
|
|
5.8
|
%
|
|
8.1
|
%
|
|||
SEGMENT PROFIT
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
149,840
|
|
|
$
|
176,129
|
|
|
$
|
174,390
|
|
Workplace Safety
|
|
56,502
|
|
|
66,238
|
|
|
95,241
|
|
|||
Total
|
|
$
|
206,342
|
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
SEGMENT PROFIT AS A PERCENT OF SALES
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
18.6
|
%
|
|
21.3
|
%
|
|
23.6
|
%
|
|||
Workplace Safety
|
|
15.5
|
%
|
|
16.6
|
%
|
|
22.7
|
%
|
|||
Total
|
|
17.6
|
%
|
|
19.8
|
%
|
|
23.3
|
%
|
|
|
Years ended:
|
||||||||||
(Dollars in thousands)
|
|
July 31, 2015
|
|
July 31, 2014
|
|
July 31, 2013
|
||||||
Total profit from reportable segments
|
|
$
|
206,342
|
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
Unallocated costs:
|
|
|
|
|
|
|
||||||
Administrative costs
|
|
107,348
|
|
|
120,015
|
|
|
121,693
|
|
|||
Restructuring charges
|
|
16,821
|
|
|
15,012
|
|
|
26,046
|
|
|||
Impairment charges
|
|
46,867
|
|
|
148,551
|
|
|
204,448
|
|
|||
Investment and other income
|
|
(845
|
)
|
|
(2,402
|
)
|
|
(3,523
|
)
|
|||
Interest expense
|
|
11,156
|
|
|
14,300
|
|
|
16,641
|
|
|||
Earnings (loss) from continuing operations before income taxes
|
|
$
|
24,995
|
|
|
$
|
(53,109
|
)
|
|
$
|
(95,674
|
)
|
|
Years ended July 31,
|
||||||||||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
93,348
|
|
|
$
|
93,420
|
|
|
$
|
143,503
|
|
Investing activities
|
(14,365
|
)
|
|
10,207
|
|
|
(325,766
|
)
|
|||
Financing activities
|
(32,152
|
)
|
|
(115,387
|
)
|
|
(33,060
|
)
|
|||
Effect of exchange rate changes on cash
|
(14,173
|
)
|
|
2,536
|
|
|
481
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
32,658
|
|
|
$
|
(9,224
|
)
|
|
$
|
(214,842
|
)
|
|
|
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
|
|
$
|
243,288
|
|
|
$
|
42,514
|
|
|
$
|
151,332
|
|
|
$
|
—
|
|
|
$
|
49,442
|
|
|
$
|
—
|
|
Operating Lease Obligations
|
|
90,877
|
|
|
19,102
|
|
|
29,627
|
|
|
19,901
|
|
|
22,247
|
|
|
—
|
|
||||||
Purchase Obligations (1)
|
|
59,378
|
|
|
57,126
|
|
|
2,248
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
Interest Obligations
|
|
15,227
|
|
|
5,503
|
|
|
5,980
|
|
|
3,744
|
|
|
—
|
|
|
—
|
|
||||||
Tax Obligations
|
|
21,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,133
|
|
||||||
Other Obligations (2)
|
|
9,097
|
|
|
717
|
|
|
1,290
|
|
|
1,106
|
|
|
5,984
|
|
|
—
|
|
||||||
Total
|
|
$
|
439,000
|
|
|
$
|
124,962
|
|
|
$
|
190,477
|
|
|
$
|
24,751
|
|
|
$
|
77,677
|
|
|
$
|
21,133
|
|
(1)
|
Purchase obligations include all open purchase orders as of
July 31, 2015
.
|
(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 Workplace Safety strategy;
|
•
|
Brady's ability to develop and successfully market technologically advanced new products;
|
•
|
Risks associated with restructuring plans and maintaining acceptable operational service metrics;
|
•
|
Technology changes and potential security violations to the Company's information technology systems;
|
•
|
Future competition;
|
•
|
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;
|
•
|
Fluctuations in currency rates versus the U.S. dollar;
|
•
|
Risks associated with international operations;
|
•
|
Difficulties associated with exports;
|
•
|
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 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;
|
•
|
Unforeseen tax consequences;
|
•
|
Risks associated with divestitures;
|
•
|
Risks associated with identifying, completing, and integrating acquisitions;
|
•
|
Risks associated with our ownership structure;
|
•
|
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
|
Financial Statements:
|
|
|
|
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
114,492
|
|
|
$
|
81,834
|
|
Accounts receivable — net
|
157,386
|
|
|
177,648
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
66,700
|
|
|
73,096
|
|
||
Work-in-process
|
16,958
|
|
|
17,689
|
|
||
Raw materials and supplies
|
20,849
|
|
|
22,490
|
|
||
Total inventories
|
104,507
|
|
|
113,275
|
|
||
Assets held for sale
|
—
|
|
|
49,542
|
|
||
Prepaid expenses and other current assets
|
32,197
|
|
|
41,543
|
|
||
Total current assets
|
408,582
|
|
|
463,842
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
433,199
|
|
|
515,004
|
|
||
Other intangible assets
|
68,888
|
|
|
91,014
|
|
||
Deferred income taxes
|
22,310
|
|
|
27,320
|
|
||
Other
|
18,704
|
|
|
22,314
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Land
|
5,284
|
|
|
7,875
|
|
||
Buildings and improvements
|
94,423
|
|
|
101,866
|
|
||
Machinery and equipment
|
270,086
|
|
|
288,409
|
|
||
Construction in progress
|
2,164
|
|
|
12,500
|
|
||
|
371,957
|
|
|
410,650
|
|
||
Less accumulated depreciation
|
260,743
|
|
|
276,479
|
|
||
Property, plant and equipment — net
|
111,214
|
|
|
134,171
|
|
||
Total
|
$
|
1,062,897
|
|
|
$
|
1,253,665
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
10,411
|
|
|
$
|
61,422
|
|
Accounts payable
|
73,020
|
|
|
88,099
|
|
||
Wages and amounts withheld from employees
|
30,282
|
|
|
38,064
|
|
||
Liabilities held for sale
|
—
|
|
|
10,640
|
|
||
Taxes, other than income taxes
|
7,250
|
|
|
7,994
|
|
||
Accrued income taxes
|
7,576
|
|
|
7,893
|
|
||
Other current liabilities
|
38,194
|
|
|
35,319
|
|
||
Current maturities on long-term debt
|
42,514
|
|
|
42,514
|
|
||
Total current liabilities
|
209,247
|
|
|
291,945
|
|
||
Long-term obligations, less current maturities
|
200,774
|
|
|
159,296
|
|
||
Other liabilities
|
65,188
|
|
|
69,348
|
|
||
Total liabilities
|
475,209
|
|
|
520,589
|
|
||
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, 2015 and 2014, respectively)
|
513
|
|
|
513
|
|
||
Class B voting common stock — Issued and outstanding 3,538,628 shares
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
314,403
|
|
|
311,811
|
|
||
Earnings retained in the business
|
414,069
|
|
|
452,057
|
|
||
Treasury stock — 3,480,303 and 3,477,291 shares, respectively of Class A nonvoting common stock, at cost
|
(93,234
|
)
|
|
(93,337
|
)
|
||
Accumulated other comprehensive (loss) income
|
(45,034
|
)
|
|
64,156
|
|
||
Other
|
(3,064
|
)
|
|
(2,159
|
)
|
||
Total stockholders’ investment
|
587,688
|
|
|
733,076
|
|
||
Total
|
$
|
1,062,897
|
|
|
$
|
1,253,665
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,171,731
|
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
Cost of products sold
|
613,299
|
|
|
615,470
|
|
|
548,444
|
|
|||
Gross margin
|
558,432
|
|
|
609,564
|
|
|
609,348
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
36,734
|
|
|
35,048
|
|
|
33,552
|
|
|||
Selling, general and administrative
|
422,704
|
|
|
452,164
|
|
|
427,858
|
|
|||
Restructuring charges
|
16,821
|
|
|
15,012
|
|
|
26,046
|
|
|||
Impairment charges
|
46,867
|
|
|
148,551
|
|
|
204,448
|
|
|||
Total operating expenses
|
523,126
|
|
|
650,775
|
|
|
691,904
|
|
|||
Operating income (loss)
|
35,306
|
|
|
(41,211
|
)
|
|
(82,556
|
)
|
|||
Other income and (expense):
|
|
|
|
|
|
||||||
Investment and other income
|
845
|
|
|
2,402
|
|
|
3,523
|
|
|||
Interest expense
|
(11,156
|
)
|
|
(14,300
|
)
|
|
(16,641
|
)
|
|||
Earnings (loss) from continuing operations before income taxes
|
24,995
|
|
|
(53,109
|
)
|
|
(95,674
|
)
|
|||
Income tax expense (benefit)
|
20,093
|
|
|
(4,963
|
)
|
|
42,583
|
|
|||
Earnings (loss) from continuing operations
|
$
|
4,902
|
|
|
$
|
(48,146
|
)
|
|
$
|
(138,257
|
)
|
(Loss) earnings from discontinued operations, net of income taxes
|
(1,915
|
)
|
|
2,178
|
|
|
(16,278
|
)
|
|||
Net earnings (loss)
|
$
|
2,987
|
|
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
Earnings (loss) from continuing operations per Class A Nonvoting Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.10
|
|
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
Diluted
|
$
|
0.10
|
|
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
Earnings (loss) from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.08
|
|
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
(Loss) earnings from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
(Loss) earnings from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
Net earnings (loss) per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.06
|
|
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
Diluted
|
$
|
0.06
|
|
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
Dividends
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
$
|
0.76
|
|
Net earnings (loss) per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.04
|
|
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
Diluted
|
$
|
0.04
|
|
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
Dividends
|
$
|
0.78
|
|
|
$
|
0.76
|
|
|
$
|
0.74
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
51,285
|
|
|
51,866
|
|
|
51,330
|
|
|||
Diluted
|
51,383
|
|
|
51,866
|
|
|
51,330
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net earnings (loss)
|
$
|
2,987
|
|
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net (loss) gain recognized in other comprehensive (loss) income
|
(85,622
|
)
|
|
4,543
|
|
|
(2,312
|
)
|
|||
Reclassification adjustment for (gains) losses included in net earnings (loss)
|
(34,697
|
)
|
|
3,004
|
|
|
—
|
|
|||
|
(120,319
|
)
|
|
7,547
|
|
|
(2,312
|
)
|
|||
|
|
|
|
|
|
||||||
Net investment hedge translation adjustments
|
21,477
|
|
|
(4,243
|
)
|
|
(6,537
|
)
|
|||
Long-term intercompany loan translation adjustments:
|
|
|
|
|
|
||||||
Net gain recognized in other comprehensive (loss) income
|
546
|
|
|
211
|
|
|
3,108
|
|
|||
Reclassification adjustment for (gains) losses included in net earnings (loss)
|
(393
|
)
|
|
865
|
|
|
—
|
|
|||
|
153
|
|
|
1,076
|
|
|
3,108
|
|
|||
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||||
Net gain (loss) recognized in other comprehensive (loss) income
|
1,643
|
|
|
8
|
|
|
(652
|
)
|
|||
Reclassification adjustment for gains included in net earnings (loss)
|
(1,325
|
)
|
|
(147
|
)
|
|
(578
|
)
|
|||
|
318
|
|
|
(139
|
)
|
|
(1,230
|
)
|
|||
Pension and other post-retirement benefits:
|
|
|
|
|
|
||||||
Net gain recognized in other comprehensive (loss) income
|
1,057
|
|
|
5,211
|
|
|
1,617
|
|
|||
Actuarial gain amortization
|
(741
|
)
|
|
(240
|
)
|
|
(25
|
)
|
|||
Prior service credit amortization
|
(1,170
|
)
|
|
(203
|
)
|
|
(203
|
)
|
|||
Reclassification adjustment for (gains) losses included in net earnings (loss)
|
(1,741
|
)
|
|
131
|
|
|
—
|
|
|||
|
(2,595
|
)
|
|
4,899
|
|
|
1,389
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, before tax
|
(100,966
|
)
|
|
9,140
|
|
|
(5,582
|
)
|
|||
Income tax (expense) benefit related to items of other comprehensive (loss) income
|
(8,224
|
)
|
|
(1,047
|
)
|
|
2,234
|
|
|||
Other comprehensive (loss) income, net of tax
|
(109,190
|
)
|
|
8,093
|
|
|
(3,348
|
)
|
|||
Comprehensive loss
|
$
|
(106,203
|
)
|
|
$
|
(37,875
|
)
|
|
$
|
(157,883
|
)
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Earnings
Retained
in the
Business
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive (Loss)
Income
|
|
Other
|
||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||
Balances at July 31, 2012
|
|
$
|
548
|
|
|
$
|
313,008
|
|
|
$
|
732,290
|
|
|
$
|
(92,600
|
)
|
|
$
|
59,411
|
|
|
$
|
(3,304
|
)
|
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
(154,535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive (loss) income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,348
|
)
|
|
—
|
|
||||||
Issuance of 1,080,089 shares of Class A Common Stock under stock plan
|
|
—
|
|
|
(9,721
|
)
|
|
—
|
|
|
30,045
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
(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 earnings (loss)
|
|
—
|
|
|
—
|
|
|
(45,968
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive (loss) income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,093
|
|
|
—
|
|
||||||
Issuance of 490,507 shares of Class A Common Stock under stock option plan
|
|
—
|
|
|
847
|
|
|
—
|
|
|
11,266
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
|
(4,225
|
)
|
|
—
|
|
|
(1,439
|
)
|
||||||
Tax (shortfall) 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
|
)
|
Net earnings (loss)
|
|
—
|
|
|
—
|
|
|
2,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive (loss) income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,190
|
)
|
|
—
|
|
||||||
Issuance of 102,780 shares of Class A Common Stock under stock plan
|
|
—
|
|
|
(1,315
|
)
|
|
—
|
|
|
2,735
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
2,312
|
|
|
—
|
|
|
(2,632
|
)
|
|
—
|
|
|
(905
|
)
|
||||||
Tax (shortfall) benefit from exercise of stock options, vesting of RSUs, and deferred compensation distributions
|
|
—
|
|
|
(2,876
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense (Note 8)
|
|
—
|
|
|
4,471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends on Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A — $0.80 per share
|
|
—
|
|
|
—
|
|
|
(38,204
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B — $0.78 per share
|
|
—
|
|
|
—
|
|
|
(2,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances at July 31, 2015
|
|
$
|
548
|
|
|
$
|
314,403
|
|
|
$
|
414,069
|
|
|
$
|
(93,234
|
)
|
|
$
|
(45,034
|
)
|
|
$
|
(3,064
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
2,987
|
|
|
$
|
(45,968
|
)
|
|
$
|
(154,535
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
39,458
|
|
|
44,598
|
|
|
48,725
|
|
|||
Non-cash portion of restructuring charges
|
4,164
|
|
|
566
|
|
|
3,699
|
|
|||
Non-cash portion of stock-based compensation expense
|
4,471
|
|
|
5,214
|
|
|
1,736
|
|
|||
Impairment charges
|
46,867
|
|
|
148,551
|
|
|
204,448
|
|
|||
Loss on write-down of assets held for sale
|
—
|
|
|
—
|
|
|
15,658
|
|
|||
Loss on sales of businesses, net
|
426
|
|
|
1,238
|
|
|
3,138
|
|
|||
Deferred income taxes
|
(7,233
|
)
|
|
(27,516
|
)
|
|
21,630
|
|
|||
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
|
|
|
|
|
|
||||||
Accounts receivable
|
1,317
|
|
|
(3,600
|
)
|
|
1,535
|
|
|||
Inventories
|
(763
|
)
|
|
(12,608
|
)
|
|
2,440
|
|
|||
Prepaid expenses and other assets
|
9,188
|
|
|
(278
|
)
|
|
5,036
|
|
|||
Accounts payable and accrued liabilities
|
(8,516
|
)
|
|
(20,508
|
)
|
|
(2,285
|
)
|
|||
Income taxes
|
982
|
|
|
3,731
|
|
|
(7,722
|
)
|
|||
Net cash provided by operating activities
|
93,348
|
|
|
93,420
|
|
|
143,503
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(26,673
|
)
|
|
(43,398
|
)
|
|
(35,687
|
)
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
—
|
|
|
(301,157
|
)
|
|||
Sales of businesses, net of cash retained
|
6,111
|
|
|
54,242
|
|
|
10,178
|
|
|||
Other
|
6,197
|
|
|
(637
|
)
|
|
900
|
|
|||
Net cash (used in) provided by investing activities
|
(14,365
|
)
|
|
10,207
|
|
|
(325,766
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of dividends
|
(40,976
|
)
|
|
(40,487
|
)
|
|
(39,243
|
)
|
|||
Proceeds from issuance of common stock
|
1,644
|
|
|
12,113
|
|
|
20,324
|
|
|||
Purchase of treasury stock
|
—
|
|
|
(30,581
|
)
|
|
(5,121
|
)
|
|||
Proceeds from borrowing on credit facilities
|
83,382
|
|
|
73,334
|
|
|
231,613
|
|
|||
Repayment of borrowing on credit facilities
|
(32,314
|
)
|
|
(62,398
|
)
|
|
(181,000
|
)
|
|||
Principal payments on debt
|
(42,514
|
)
|
|
(61,264
|
)
|
|
(61,264
|
)
|
|||
Income tax on equity-based compensation, and other
|
(1,374
|
)
|
|
(6,104
|
)
|
|
1,631
|
|
|||
Net cash used in financing activities
|
(32,152
|
)
|
|
(115,387
|
)
|
|
(33,060
|
)
|
|||
Effect of exchange rate changes on cash
|
(14,173
|
)
|
|
2,536
|
|
|
481
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
32,658
|
|
|
(9,224
|
)
|
|
(214,842
|
)
|
|||
Cash and cash equivalents, beginning of period
|
81,834
|
|
|
91,058
|
|
|
305,900
|
|
|||
Cash and cash equivalents, end of period
|
$
|
114,492
|
|
|
$
|
81,834
|
|
|
$
|
91,058
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
11,164
|
|
|
$
|
14,594
|
|
|
$
|
17,162
|
|
Income taxes, net of refunds
|
25,024
|
|
|
33,043
|
|
|
34,030
|
|
|||
Acquisitions:
|
|
|
|
|
|
||||||
Fair value of assets acquired, net of cash
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,724
|
|
Liabilities assumed
|
—
|
|
|
—
|
|
|
(37,747
|
)
|
|||
Goodwill
|
—
|
|
|
—
|
|
|
170,180
|
|
|||
Net cash paid for acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301,157
|
|
Asset Category
|
|
Range of Useful Lives
|
Buildings & Improvements
|
|
10 to 33 Years
|
Computer Systems
|
|
5 Years
|
Machinery & Equipment
|
|
3 to 10 Years
|
|
|
2013
|
||
Net sales, as reported
|
|
$
|
1,157,792
|
|
Net sales, pro forma
|
|
1,226,217
|
|
|
(Loss) earnings from continuing operations, as reported
|
|
(138,257
|
)
|
|
(Loss) earnings from continuing operations, pro forma
|
|
(133,957
|
)
|
|
Basic (loss) earnings from continuing operations per Class A Common Share, as reported
|
|
(2.70
|
)
|
|
Basic (loss) earnings from continuing operations per Class A Common Share, pro forma
|
|
(2.61
|
)
|
|
Diluted (loss) earnings from continuing operations per Class A Common Share, as reported
|
|
(2.70
|
)
|
|
Diluted (loss) earnings from continuing operations per Class A Common Share, pro forma
|
|
(2.61
|
)
|
|
IDS
|
|
WPS
|
|
Total
|
||||||
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
|
|
Impairment charge
|
—
|
|
|
(37,112
|
)
|
|
(37,112
|
)
|
|||
Translation adjustments
|
(29,503
|
)
|
|
(15,190
|
)
|
|
(44,693
|
)
|
|||
Balance as of July 31, 2015
|
$
|
382,786
|
|
|
$
|
50,413
|
|
|
$
|
433,199
|
|
|
July 31, 2015
|
|
July 31, 2014
|
||||||||||||||||||||||||
|
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
|
|
$
|
12,073
|
|
|
$
|
(10,641
|
)
|
|
$
|
1,432
|
|
|
5
|
|
$
|
11,656
|
|
|
$
|
(10,160
|
)
|
|
$
|
1,496
|
|
Tradenames and other
|
5
|
|
14,375
|
|
|
(12,471
|
)
|
|
1,904
|
|
|
5
|
|
15,366
|
|
|
(10,706
|
)
|
|
4,660
|
|
||||||
Customer relationships
|
7
|
|
136,693
|
|
|
(94,537
|
)
|
|
42,156
|
|
|
7
|
|
168,525
|
|
|
(114,363
|
)
|
|
54,162
|
|
||||||
Non-compete agreements and other
|
4
|
|
9,076
|
|
|
(9,032
|
)
|
|
44
|
|
|
4
|
|
10,089
|
|
|
(9,622
|
)
|
|
467
|
|
||||||
Unamortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
N/A
|
|
23,352
|
|
|
—
|
|
|
23,352
|
|
|
N/A
|
|
30,229
|
|
|
—
|
|
|
30,229
|
|
||||||
Total
|
|
|
$
|
195,569
|
|
|
$
|
(126,681
|
)
|
|
$
|
68,888
|
|
|
|
|
$
|
235,865
|
|
|
$
|
(144,851
|
)
|
|
$
|
91,014
|
|
|
Unrealized gain (loss) on cash flow hedges
|
|
Gain on postretirement plans
|
|
Foreign currency translation adjustments
|
|
Accumulated other comprehensive (loss) income
|
||||||||
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
|
|
Other comprehensive (loss) income before reclassification
|
829
|
|
|
2,236
|
|
|
(73,098
|
)
|
|
(70,033
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(808
|
)
|
|
(3,652
|
)
|
|
(34,697
|
)
|
|
(39,157
|
)
|
||||
Ending balance, July 31, 2015
|
$
|
9
|
|
|
$
|
3,438
|
|
|
$
|
(48,481
|
)
|
|
$
|
(45,034
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax (expense) benefit related to items of other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net investment hedge translation adjustments
|
|
$
|
(8,450
|
)
|
|
$
|
302
|
|
|
$
|
2,877
|
|
Long-term intercompany loan settlements
|
|
—
|
|
|
579
|
|
|
(650
|
)
|
|||
Cash flow hedges
|
|
(308
|
)
|
|
28
|
|
|
454
|
|
|||
Pension and other post-retirement benefits
|
|
949
|
|
|
(1,898
|
)
|
|
(555
|
)
|
|||
Other income tax adjustments
|
|
(415
|
)
|
|
(58
|
)
|
|
108
|
|
|||
Income tax (expense) benefit related to items of other comprehensive (loss) income
|
|
$
|
(8,224
|
)
|
|
$
|
(1,047
|
)
|
|
$
|
2,234
|
|
|
|
2015
|
|
2014
|
||||
Obligation at beginning of year
|
|
$
|
8,056
|
|
|
$
|
13,023
|
|
Service cost
|
|
210
|
|
|
674
|
|
||
Interest cost
|
|
222
|
|
|
534
|
|
||
Actuarial loss (gain)
|
|
502
|
|
|
(4,691
|
)
|
||
Benefit payments
|
|
(365
|
)
|
|
(473
|
)
|
||
Plan amendments
|
|
(1,935
|
)
|
|
(1,011
|
)
|
||
Curtailment gain
|
|
(2,555
|
)
|
|
—
|
|
||
Obligation at end of fiscal year
|
|
$
|
4,135
|
|
|
$
|
8,056
|
|
|
|
2015
|
|
2014
|
||||
Current liability
|
|
$
|
659
|
|
|
$
|
476
|
|
Non-current liability
|
|
3,476
|
|
|
7,580
|
|
||
|
|
$
|
4,135
|
|
|
$
|
8,056
|
|
|
|
2015
|
|
2014
|
||||
Net actuarial gain
|
|
$
|
6,655
|
|
|
$
|
7,960
|
|
Prior service credit
|
|
1,035
|
|
|
2,011
|
|
||
|
|
$
|
7,690
|
|
|
$
|
9,971
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net periodic postretirement benefit cost included the following components:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
210
|
|
|
$
|
674
|
|
|
$
|
770
|
|
Interest cost
|
|
222
|
|
|
534
|
|
|
476
|
|
|||
Amortization of prior service credit
|
|
(1,169
|
)
|
|
(203
|
)
|
|
(203
|
)
|
|||
Amortization of net actuarial gain
|
|
(804
|
)
|
|
(265
|
)
|
|
(47
|
)
|
|||
Curtailment gain
|
|
(4,296
|
)
|
|
—
|
|
|
—
|
|
|||
Periodic postretirement benefit cost
|
|
$
|
(5,837
|
)
|
|
$
|
740
|
|
|
$
|
996
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average discount rate used in determining accumulated postretirement benefit obligation
|
|
3.00
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
Weighted average discount rate used in determining net periodic benefit cost
|
|
3.41
|
%
|
|
4.00
|
%
|
|
3.25
|
%
|
Assumed health care trend rate used to measure APBO at July 31
|
|
7.00
|
%
|
|
7.50
|
%
|
|
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
|
|
|
2018
|
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
Effect on future service and interest cost
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
Effect on accumulated postretirement benefit obligation at July 31, 2015
|
|
8
|
|
|
(8
|
)
|
|
|
||
2016
|
$
|
659
|
|
2017
|
614
|
|
|
2018
|
569
|
|
|
2019
|
508
|
|
|
2020
|
439
|
|
|
2021 through 2025
|
1,264
|
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
(582
|
)
|
|
$
|
(134,596
|
)
|
|
$
|
(144,941
|
)
|
Other Nations
|
|
25,577
|
|
|
81,487
|
|
|
49,267
|
|
|||
Total
|
|
$
|
24,995
|
|
|
$
|
(53,109
|
)
|
|
$
|
(95,674
|
)
|
|
|
Years Ended July 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
9,075
|
|
|
$
|
(1,137
|
)
|
|
$
|
64
|
|
Other Nations
|
|
18,806
|
|
|
19,513
|
|
|
19,795
|
|
|||
States (U.S.)
|
|
(352
|
)
|
|
1,090
|
|
|
1,094
|
|
|||
|
|
$
|
27,529
|
|
|
$
|
19,466
|
|
|
$
|
20,953
|
|
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(5,906
|
)
|
|
$
|
(22,754
|
)
|
|
$
|
22,882
|
|
Other Nations
|
|
(1,868
|
)
|
|
(1,803
|
)
|
|
(806
|
)
|
|||
States (U.S.)
|
|
338
|
|
|
128
|
|
|
(446
|
)
|
|||
|
|
$
|
(7,436
|
)
|
|
$
|
(24,429
|
)
|
|
$
|
21,630
|
|
Total income tax expense (benefit)
|
|
$
|
20,093
|
|
|
$
|
(4,963
|
)
|
|
$
|
42,583
|
|
|
|
July 31, 2015
|
||||||||||
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||
Inventories
|
|
$
|
4,387
|
|
|
$
|
(197
|
)
|
|
$
|
4,190
|
|
Prepaid catalog costs
|
|
—
|
|
|
(2,179
|
)
|
|
(2,179
|
)
|
|||
Employee benefits
|
|
1,612
|
|
|
—
|
|
|
1,612
|
|
|||
Accounts receivable
|
|
1,136
|
|
|
(14
|
)
|
|
1,122
|
|
|||
Other, net
|
|
8,524
|
|
|
(1,510
|
)
|
|
7,014
|
|
|||
Current
|
|
$
|
15,659
|
|
|
$
|
(3,900
|
)
|
|
$
|
11,759
|
|
Fixed Assets
|
|
3,344
|
|
|
(3,213
|
)
|
|
131
|
|
|||
Intangible Assets
|
|
1,242
|
|
|
(26,570
|
)
|
|
(25,328
|
)
|
|||
Capitalized R&D expenditures
|
|
1,140
|
|
|
—
|
|
|
1,140
|
|
|||
Deferred compensation
|
|
19,549
|
|
|
—
|
|
|
19,549
|
|
|||
Postretirement benefits
|
|
3,563
|
|
|
—
|
|
|
3,563
|
|
|||
Tax credit carry-forwards and net operating losses
|
|
66,744
|
|
|
—
|
|
|
66,744
|
|
|||
Less valuation allowance
|
|
(39,922
|
)
|
|
—
|
|
|
(39,922
|
)
|
|||
Other, net
|
|
1,014
|
|
|
(10,965
|
)
|
|
(9,951
|
)
|
|||
Non-current
|
|
$
|
56,674
|
|
|
$
|
(40,748
|
)
|
|
$
|
15,926
|
|
Total
|
|
$
|
72,333
|
|
|
$
|
(44,648
|
)
|
|
$
|
27,685
|
|
|
|
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
|
|
•
|
Foreign net operating loss carry-forwards of
$126,293
, of which
$92,250
have no expiration date and the remainder of which expire within the next
five to eight years
.
|
•
|
State net operating loss carry-forwards of
$54,731
, which expire from
2016 to 2034
.
|
•
|
Foreign tax credit carry-forwards of
$22,812
, which expire from
2018 to 2025
.
|
•
|
State research and development credit carry-forwards of
$11,178
, which expire from
2016 to 2030
.
|
|
|
Years Ended July 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Tax at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Impairment charges (1)
|
|
55.8
|
%
|
|
(40.3
|
)%
|
|
(53.4
|
)%
|
State income taxes, net of federal tax benefit (2)
|
|
1.6
|
%
|
|
(1.1
|
)%
|
|
(0.2
|
)%
|
International rate differential
|
|
(2.2
|
)%
|
|
(1.3
|
)%
|
|
(4.6
|
)%
|
Non-creditable withholding taxes
|
|
—
|
%
|
|
—
|
%
|
|
(1.5
|
)%
|
Rate variances arising from foreign subsidiary distributions
|
|
(0.3
|
)%
|
|
(7.5
|
)%
|
|
(25.3
|
)%
|
Adjustments to tax accruals and reserves (3)
|
|
17.8
|
%
|
|
25.5
|
%
|
|
1.0
|
%
|
Research and development tax credits and section 199 manufacturer’s deduction
|
|
(3.9
|
)%
|
|
3.6
|
%
|
|
3.1
|
%
|
Non-deductible divestiture fees and account write-offs
|
|
(4.8
|
)%
|
|
(5.2
|
)%
|
|
—
|
%
|
Deferred tax and other adjustments (4)
|
|
(21.1
|
)%
|
|
0.7
|
%
|
|
2.4
|
%
|
Other, net
|
|
2.5
|
%
|
|
(0.1
|
)%
|
|
(1.0
|
)%
|
Effective tax rate
|
|
80.4
|
%
|
|
9.3
|
%
|
|
(44.5
|
)%
|
(1)
|
$39.8 million
of the total impairment charge of
$46.9 million
recorded during the year ended July 31, 2015 is nondeductible for income tax purposes.
$61.1 million
of the total impairment charge of $
148.6 million
million recorded during the year ended July 31, 2014 is nondeductible for income tax purposes.
$168.9 million
of the total impairment charge of
$204.4 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
$4.5 million
of current year uncertain tax positions and the reduction of uncertain tax positions resulting from the settlement of certain domestic and foreign income tax audits and lapses in statutes of limitations during the years ended July 31, 2015, 2014, and 2013.
|
(4)
|
Includes an additional
$1.0 million
of federal research and development credit carry-forwards due to re-enacted law and an additional
$5.0 million
foreign tax credit carryforward included on the fiscal 2014 U.S. tax return.
|
Balance at July 31, 2012
|
$
|
36,532
|
|
|
|
||
Additions based on tax positions related to the current year
|
4,015
|
|
|
Additions for tax positions of prior years (1)
|
2,809
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
Lapse of statute of limitations
|
(5,613
|
)
|
|
Settlements with tax authorities
|
(590
|
)
|
|
Cumulative Translation Adjustments and other
|
422
|
|
|
|
|
||
Balance 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
|
|
|
|
||
Additions based on tax positions related to the current year
|
5,862
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
Reductions for tax positions of prior years
|
(280
|
)
|
|
Lapse of statute of limitations
|
(805
|
)
|
|
Settlements with tax authorities
|
(221
|
)
|
|
Cumulative Translation Adjustments and other
|
(1,272
|
)
|
|
|
|
||
Balance as of July 31, 2015
|
$
|
21,133
|
|
(1)
|
Includes acquisitions
|
Jurisdiction
|
|
Open Tax Years
|
United States — Federal
|
|
F’13 — F’15
|
France
|
|
F’12 — F’15
|
Germany
|
|
F’09 — F’15
|
United Kingdom
|
|
F’14 — F’15
|
|
|
2015
|
|
2014
|
||||
Euro-denominated notes payable in 2017 at a fixed rate of 3.71%
|
|
$
|
32,960
|
|
|
$
|
40,164
|
|
Euro-denominated notes payable in 2020 at a fixed rate of 4.24%
|
|
49,442
|
|
|
60,246
|
|
||
USD-denominated notes payable through 2016 at a fixed rate of 5.30%
|
|
26,143
|
|
|
52,286
|
|
||
USD-denominated notes payable through 2017 at a fixed rate of 5.33%
|
|
32,743
|
|
|
49,114
|
|
||
USD-denominated borrowing on revolving loan agreement at a weighted average rate of 1.2740% and 1.2472% as of July 31, 2015 and 2014, respectively
|
|
102,000
|
|
|
42,000
|
|
||
USD-denominated borrowing on revolving loan agreement at a weighted average rate of 1.9501% and 1.3548% as of July 31, 2015 and 2014, respectively
|
|
1,836
|
|
|
6,923
|
|
||
CNY-denominated borrowing on revolving loan agreements at a weighted average rate of 4.6634% and 5.0400% as of July 31, 2015 and 2014, respectively (USD equivalent)
|
|
8,575
|
|
|
12,499
|
|
||
|
|
$
|
253,699
|
|
|
$
|
263,232
|
|
Less notes payable
|
|
(10,411
|
)
|
|
(61,422
|
)
|
||
Total long-term debt
|
|
$
|
243,288
|
|
|
$
|
201,810
|
|
|
|
July 31, 2015
|
|
July 31, 2014
|
||||||||||||||||
|
|
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, 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
|
|
|
|
||||||
Sale of shares at cost
|
|
—
|
|
|
(2,325
|
)
|
|
2,235
|
|
|
(90
|
)
|
||||
Purchase of shares at cost
|
|
—
|
|
|
220
|
|
|
(1,035
|
)
|
|
(815
|
)
|
||||
Balances at July 31, 2015
|
|
$
|
—
|
|
|
$
|
5,684
|
|
|
$
|
(8,748
|
)
|
|
$
|
(3,064
|
)
|
Shares at July 31, 2015
|
|
|
|
252,261
|
|
|
362,025
|
|
|
|
Black-Scholes Option Valuation Assumptions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Expected term (in years)
|
|
6.05
|
|
|
5.97
|
|
|
5.93
|
|
|||
Expected volatility
|
|
34.01
|
%
|
|
37.32
|
%
|
|
38.67
|
%
|
|||
Expected dividend yield
|
|
2.48
|
%
|
|
2.35
|
%
|
|
2.21
|
%
|
|||
Risk-free interest rate
|
|
1.90
|
%
|
|
1.80
|
%
|
|
0.91
|
%
|
|||
Weighted-average market value of underlying stock at grant date
|
|
$
|
22.76
|
|
|
$
|
30.98
|
|
|
$
|
30.58
|
|
Weighted-average exercise price
|
|
$
|
22.76
|
|
|
$
|
30.98
|
|
|
$
|
30.58
|
|
Weighted-average fair value of options granted during the period
|
|
$
|
6.12
|
|
|
$
|
9.17
|
|
|
$
|
9.05
|
|
|
|
Option Price
|
|
Options Outstanding
|
|
Weighted Average Exercise Price
|
|||||||
Balance as of July 31, 2014
|
|
$
|
17.23
|
|
—
|
$40.37
|
|
4,204,260
|
|
|
$
|
30.82
|
|
Options granted
|
|
22.66
|
|
—
|
27.28
|
|
628,340
|
|
|
22.76
|
|
||
Options exercised
|
|
17.23
|
|
—
|
27.00
|
|
(68,533
|
)
|
|
23.73
|
|
||
Options cancelled
|
|
22.63
|
|
—
|
40.37
|
|
(1,263,116
|
)
|
|
30.48
|
|
||
Balance as of July 31, 2015
|
|
$
|
20.95
|
|
—
|
$38.31
|
|
3,500,951
|
|
|
$
|
29.64
|
|
|
|
Options Outstanding
|
|
Options Outstanding and Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Number of Shares
Outstanding at
July 31, 2015
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Shares
Exercisable
at July 31,
2015
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
||||||
$20.95 - $26.99
|
|
711,527
|
|
|
7.7
|
|
$
|
22.27
|
|
|
180,667
|
|
|
3.4
|
|
$
|
20.95
|
|
$27.00 - $32.99
|
|
1,976,924
|
|
|
5.8
|
|
29.12
|
|
|
1,667,452
|
|
|
5.5
|
|
28.86
|
|
||
$33.00 - $38.31
|
|
812,500
|
|
|
2.0
|
|
37.34
|
|
|
794,836
|
|
|
1.8
|
|
37.39
|
|
||
Total
|
|
3,500,951
|
|
|
5.3
|
|
29.64
|
|
|
2,642,955
|
|
|
4.3
|
|
$
|
30.88
|
|
Service-Based Restricted Shares and RSUs
|
|
Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance as of July 31, 2014
|
|
104,857
|
|
|
$
|
31.02
|
|
New grants
|
|
661,412
|
|
|
24.28
|
|
|
Vested
|
|
(34,247
|
)
|
|
30.79
|
|
|
Forfeited
|
|
(54,568
|
)
|
|
27.64
|
|
|
Balance as of July 31, 2015
|
|
677,454
|
|
|
$
|
24.72
|
|
Performance-Based Restricted Shares and RSUs
|
|
Shares
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance as of July 31, 2014
|
|
80,000
|
|
|
$
|
32.50
|
|
New grants
|
|
—
|
|
|
—
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(80,000
|
)
|
|
32.50
|
|
|
Balance as of July 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Sales to External Customers:
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
806,484
|
|
|
$
|
825,123
|
|
|
$
|
739,116
|
|
WPS
|
|
365,247
|
|
|
399,911
|
|
|
418,676
|
|
|||
Total Company
|
|
$
|
1,171,731
|
|
|
$
|
1,225,034
|
|
|
$
|
1,157,792
|
|
Depreciation & Amortization:
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
25,658
|
|
|
$
|
28,955
|
|
|
$
|
25,920
|
|
WPS
|
|
6,772
|
|
|
7,919
|
|
|
9,078
|
|
|||
Corporate
|
|
7,028
|
|
|
7,724
|
|
|
13,727
|
|
|||
Total Company
|
|
$
|
39,458
|
|
|
$
|
44,598
|
|
|
$
|
48,725
|
|
Segment Profit:
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
149,840
|
|
|
$
|
176,129
|
|
|
$
|
174,390
|
|
WPS
|
|
56,502
|
|
|
66,238
|
|
|
95,241
|
|
|||
Total Company
|
|
$
|
206,342
|
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
Assets:
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
780,524
|
|
|
$
|
882,440
|
|
|
$
|
989,216
|
|
WPS
|
|
167,797
|
|
|
239,848
|
|
|
239,219
|
|
|||
Corporate
|
|
114,576
|
|
|
131,377
|
|
|
210,248
|
|
|||
Total Company
|
|
$
|
1,062,897
|
|
|
$
|
1,253,665
|
|
|
$
|
1,438,683
|
|
Expenditures for property, plant & equipment:
|
|
|
|
|
|
|
||||||
ID Solutions
|
|
$
|
18,732
|
|
|
$
|
28,774
|
|
|
$
|
18,186
|
|
WPS
|
|
3,970
|
|
|
10,580
|
|
|
8,459
|
|
|||
Corporate
|
|
3,971
|
|
|
4,044
|
|
|
9,042
|
|
|||
Total Company
|
|
$
|
26,673
|
|
|
$
|
43,398
|
|
|
$
|
35,687
|
|
|
Years Ended July 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Total profit from reportable segments
|
$
|
206,342
|
|
|
$
|
242,367
|
|
|
$
|
269,631
|
|
Unallocated costs:
|
|
|
|
|
|
||||||
Administrative costs
|
107,348
|
|
|
120,015
|
|
|
121,693
|
|
|||
Restructuring charges
|
16,821
|
|
|
15,012
|
|
|
26,046
|
|
|||
Impairment charges (1)
|
46,867
|
|
|
148,551
|
|
|
204,448
|
|
|||
Investment and other income
|
(845
|
)
|
|
(2,402
|
)
|
|
(3,523
|
)
|
|||
Interest expense
|
11,156
|
|
|
14,300
|
|
|
16,641
|
|
|||
Earnings (loss) from continuing operations before income taxes
|
$
|
24,995
|
|
|
$
|
(53,109
|
)
|
|
$
|
(95,674
|
)
|
|
Years ended July 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator: (in thousands)
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations
|
$
|
4,902
|
|
|
$
|
(48,146
|
)
|
|
$
|
(138,257
|
)
|
Less:
|
|
|
|
|
|
||||||
Restricted stock dividends
|
—
|
|
|
(92
|
)
|
|
(238
|
)
|
|||
Numerator for basic and diluted earnings (loss) from continuing operations per Class A Nonvoting Common Share
|
$
|
4,902
|
|
|
$
|
(48,238
|
)
|
|
$
|
(138,495
|
)
|
Less:
|
|
|
|
|
|
||||||
Preferential dividends
|
(794
|
)
|
|
(813
|
)
|
|
(797
|
)
|
|||
Preferential dividends on dilutive stock options
|
(1
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|||
Numerator for basic and diluted earnings (loss) from continuing operations per Class B Voting Common Share
|
$
|
4,107
|
|
|
$
|
(49,057
|
)
|
|
$
|
(139,297
|
)
|
Denominator: (in thousands)
|
|
|
|
|
|
||||||
Denominator for basic earnings from continuing operations per share for both Class A and Class B
|
51,285
|
|
|
51,866
|
|
|
51,330
|
|
|||
Plus: Effect of dilutive stock options
|
98
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings from continuing operations per share for both Class A and Class B
|
51,383
|
|
|
51,866
|
|
|
51,330
|
|
|||
Earnings (loss) from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.10
|
|
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
Diluted
|
$
|
0.10
|
|
|
$
|
(0.93
|
)
|
|
$
|
(2.70
|
)
|
Earnings (loss) from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.08
|
|
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.95
|
)
|
|
$
|
(2.71
|
)
|
(Loss) earnings from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.32
|
)
|
(Loss) earnings from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
Net earnings (loss) per Class A Nonvoting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.06
|
|
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
Diluted
|
$
|
0.06
|
|
|
$
|
(0.89
|
)
|
|
$
|
(3.02
|
)
|
Net earnings (loss) per Class B Voting Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.04
|
|
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
Diluted
|
$
|
0.04
|
|
|
$
|
(0.90
|
)
|
|
$
|
(3.03
|
)
|
|
Inputs
Considered As
|
|
|
|
|
||||||||
|
Quoted Prices in Active Markets for Identical
Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Fair Values
|
|
Balance Sheet Classifications
|
||||||
July 31, 2015
|
|
|
|
|
|
|
|
||||||
Trading securities
|
$
|
15,356
|
|
|
$
|
—
|
|
|
$
|
15,356
|
|
|
Other assets
|
Foreign exchange contracts
|
—
|
|
|
685
|
|
|
685
|
|
|
Prepaid expenses and other current assets
|
|||
Total Assets
|
$
|
15,356
|
|
|
$
|
685
|
|
|
$
|
16,041
|
|
|
|
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
1,280
|
|
|
$
|
1,280
|
|
|
Other current liabilities
|
Total Liabilities
|
$
|
—
|
|
|
$
|
1,280
|
|
|
$
|
1,280
|
|
|
|
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
|
|
|
|
|
|
Employee
Related
|
|
Asset
Write-offs
|
|
Other Facility Closure/Lease Termination Costs
|
|
Total
|
||||||||
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
|
|
Restructuring charges in continuing operations
|
|
$
|
5,465
|
|
|
$
|
4,168
|
|
|
$
|
7,188
|
|
|
$
|
16,821
|
|
Restructuring charges in discontinued operations
|
|
—
|
|
|
(4
|
)
|
|
245
|
|
|
241
|
|
||||
Non-cash write-offs
|
|
—
|
|
|
(4,164
|
)
|
|
—
|
|
|
(4,164
|
)
|
||||
Cash payments
|
|
(7,696
|
)
|
|
—
|
|
|
(6,681
|
)
|
|
(14,377
|
)
|
||||
Restructuring liability ending balance, July 31, 2015
|
|
$
|
1,158
|
|
|
$
|
—
|
|
|
$
|
2,358
|
|
|
$
|
3,516
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
July 31, 2015
|
|
July 31, 2014
|
|
July 31, 2015
|
|
July 31, 2014
|
||||||||||||||||
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
518
|
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
737
|
|
|
Other current liabilities
|
|
$
|
—
|
|
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
14
|
|
Foreign currency denominated debt
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Long term obligations, less current maturities
|
|
$
|
121,514
|
|
|
Long term obligations, less current maturities
|
|
$
|
100,410
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
518
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
122,251
|
|
|
|
|
$
|
100,424
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
168
|
|
|
Prepaid expenses and other current assets
|
|
$
|
166
|
|
|
Other current liabilities
|
|
$
|
543
|
|
|
Other current liabilities
|
|
$
|
375
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
168
|
|
|
|
|
$
|
166
|
|
|
|
|
$
|
543
|
|
|
|
|
$
|
375
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales (1)
|
$
|
—
|
|
|
$
|
179,050
|
|
|
$
|
214,137
|
|
(Loss) earnings from discontinued operations (2)
|
(1,201
|
)
|
|
6,715
|
|
|
4,083
|
|
|||
(Loss) on write-down of disposal group (3)
|
—
|
|
|
—
|
|
|
(15,658
|
)
|
|||
Income tax expense (4)
|
(288
|
)
|
|
(3,299
|
)
|
|
(4,703
|
)
|
|||
Loss on sale of discontinued operations (5)
|
(487
|
)
|
|
(1,602
|
)
|
|
—
|
|
|||
Income tax benefit on sale of discontinued operations (6)
|
61
|
|
|
364
|
|
|
—
|
|
|||
Earnings (loss) from discontinued operations, net of tax
|
$
|
(1,915
|
)
|
|
$
|
2,178
|
|
|
$
|
(16,278
|
)
|
(1)
|
The second and final phase of the Die-Cut divestiture closed on August 1, 2014. Thus, there were no sales from discontinued operations in fiscal 2015.
|
(2)
|
The loss from discontinued operations in fiscal 2015 primarily related to professional fees and restructuring charges associated with the divestiture.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
The first phase of the Die-Cut divestiture was completed in the fourth quarter of fiscal 2014. A loss on the sale was recorded in the three months ended July 31, 2014 and includes $3.9 million in liabilities retained as part of the divestiture agreement. The second and final closing of the Die-Cut divestiture was completed in the first quarter of fiscal 2015 and an additional loss on the sale was recorded in the three months ended October 31, 2014.
|
(6)
|
The income tax benefit on the sale of discontinued operations in fiscal 2014 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.
|
|
|
Quarters
|
||||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
310,240
|
|
|
$
|
282,628
|
|
|
$
|
290,227
|
|
|
$
|
288,636
|
|
|
$
|
1,171,731
|
|
Gross margin
|
|
150,161
|
|
|
138,203
|
|
|
140,999
|
|
|
129,069
|
|
|
558,432
|
|
|||||
Operating income (loss) *
|
|
26,973
|
|
|
16,811
|
|
|
24,285
|
|
|
(32,763
|
)
|
|
35,306
|
|
|||||
Earnings (loss) from continuing operations
|
|
15,499
|
|
|
11,584
|
|
|
17,213
|
|
|
(39,394
|
)
|
|
4,902
|
|
|||||
(Loss) earnings from discontinued operations, net of income taxes **
|
|
(1,915
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,915
|
)
|
|||||
Net earnings (loss) from continuing operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic***
|
|
$
|
0.30
|
|
|
$
|
0.23
|
|
|
$
|
0.34
|
|
|
$
|
(0.77
|
)
|
|
$
|
0.10
|
|
Diluted***
|
|
$
|
0.30
|
|
|
$
|
0.23
|
|
|
$
|
0.33
|
|
|
$
|
(0.77
|
)
|
|
$
|
0.10
|
|
Net earnings (loss) from discontinued operations per
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic***
|
|
$
|
(0.03
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Diluted***
|
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
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 *
|
|
29,689
|
|
|
18,346
|
|
|
26,767
|
|
|
(116,013
|
)
|
|
(41,211
|
)
|
|||||
Earnings 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 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
|
|
**
|
In fiscal 2015, the loss from discontinued operations included a net loss on operations of
$1,489
primarily related to professional fees associated with the divestiture and a
$426
net loss on the sale of Die-Cut, recorded in the first quarter ended October 31, 2014. In the fourth quarter of fiscal 2014, the Company incurred restructuring charges of
$6,989
and a net loss on the sale of the Die Cut business of
$1,238
in discontinued operations.
|
Name
|
|
Age
|
|
Title
|
J. Michael Nauman
|
|
53
|
|
President, CEO and Director
|
Aaron J. Pearce
|
|
44
|
|
Senior V.P., Chief Financial Officer and Chief Accounting Officer
|
Thomas J. Felmer
|
|
53
|
|
Senior V.P., President - Workplace Safety
|
Russell R. Shaller
|
|
52
|
|
Senior V.P., President - Identification Solutions
|
Helena R. Nelligan
|
|
49
|
|
Senior V.P. - Human Resources
|
Louis T. Bolognini
|
|
59
|
|
Senior V.P., Secretary and General Counsel
|
Bentley N. Curran
|
|
53
|
|
V.P. - Digital Business and Chief Information Officer
|
Paul T. Meyer
|
|
46
|
|
Treasurer and Vice President - Tax
|
Patrick W. Allender
|
|
68
|
|
Director
|
Gary S. Balkema
|
|
60
|
|
Director
|
Elizabeth P. (Pungello) Bruno
|
|
48
|
|
Director
|
Nancy L. Gioia
|
|
55
|
|
Director
|
Conrad G. Goodkind
|
|
71
|
|
Director
|
Frank W. Harris
|
|
73
|
|
Director
|
Bradley C. Richardson
|
|
57
|
|
Director
|
Harold L. Sirkin
|
|
55
|
|
Director
|
•
|
Forms 4 for Messrs. Felmer and Williamson, and Stephen Millar, were not filed on or before September 11, 2014, as required to report the forfeiture of 35,000 shares of restricted stock for each of Messrs. Felmer and Williamson, and 10,000 restricted stock units for Mr. Millar, on September 9, 2014. These transactions were reported on Forms 4 that were filed on September 12, 2014; and
|
•
|
Forms 4 for Kathleen Johnson and Messrs. Curran, Felmer, Meyer, Pearce and Williamson, were not filed on or before September 23, 2014, to report the withholding of 148, 332, 1,234, 92, 148 and 911 shares of Class A Nonvoting Stock, respectively, for withholding taxes on the vesting of restricted stock units. These transactions were reported on Forms 4 that were filed on October 27, 2014.
|
•
|
J. Michael Nauman, President, Chief Executive Officer and Director;
|
•
|
Aaron J. Pearce, Senior Vice President, Chief Financial Officer, and Chief Accounting Officer (1);
|
•
|
Thomas J. Felmer, Senior Vice President and President - Workplace Safety and Former Chief Financial Officer (2);
|
•
|
Bentley N. Curran, Vice President - Digital Business and Chief Information Officer;
|
•
|
Helena R. Nelligan, Senior Vice President - Human Resources;
|
•
|
Russell R. Shaller, Senior Vice President and President - Identification Solutions (3); and
|
•
|
Matthew O. Williamson, Former President-Identification Solutions and Former Vice President, Brady Corporation (4)
|
•
|
On a GAAP basis, our fiscal 2015 net earnings from continuing operations were $4.9 million.
|
•
|
Brady continues to demonstrate adequate cash generation to meet ongoing business needs as we generated $93.3 million of cash flow from operating activities during the year ended July 31, 2015.
|
•
|
Our sales from continuing operations for the full year were $1.17 billion, down 4.4% from fiscal 2014. Organic sales were up 1.0% and foreign currency translation decreased sales by 5.4%.
|
Emphasis on Variable Compensation
|
|
More than 45% of the named executive officers' possible compensation is tied to Company performance, which is intended to drive shareholder value.
|
|
|
|
Ownership Requirements
|
|
Mr. Nauman is required to own shares in the Company at a value equal to five times his base salary. Messrs. Pearce, Felmer and Shaller are required to own shares in the Company at a value equal to three times their base salaries. Ms. Nelligan and Mr. Curran are required to own shares in the Company at a value equal to two times their base salaries and Mr. Williamson was required to hold at least 30,000 shares of stock. There is no deadline to reach the required ownership levels, but the executive may not sell shares, other than to cover tax withholding requirements associated with the vesting or exercise of the equity award, until such time as they meet the requirements.
|
|
|
|
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
|
|
Our Insider Trading Policy prohibits 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 Payments
|
|
Mr. Nauman's maximum cash benefit is equal to 2 times salary and 2 times target bonus plus a prorated target bonus in the year in which the termination occurs. For all other named executive officers except Messrs. Pearce and Shaller, the maximum cash benefit is equal to two times salary and two times 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. In the event of a change of control, restricted stock units shall become unrestricted and fully vested.
Messrs. Pearce and Shaller were not covered by a Change of Control Agreement in fiscal 2015. However, pursuant to the terms of Mr. Shaller's Offer Letter, dated June 2, 2015, he is eligible to enter into a change of control agreement in which he would receive two times base salary and two times the average bonus payment received in the three years immediately prior to the date the change of control occurs, which agreement was entered into on August 28, 2015. Effective September 11, 2015, the Company entered into a Change of Control Agreement with Mr. Pearce under which he will also receive two times his base salary and two times the average bonus payment received in the three years immediately prior to the date of the change of control.
|
|
|
|
No Employment Agreements
|
|
The Company does not maintain any employment agreements with its executives. Both Mr. Nauman's Offer Letter and Mr. Shaller's Offer Letter provide that each 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 respective 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 2014
|
|
Fiscal 2015
|
|
Percentage Increase
|
|||||
J. Michael Nauman (1)
|
|
$
|
—
|
|
|
$
|
675,000
|
|
|
—
|
%
|
Aaron J. Pearce
|
|
229,639
|
|
|
288,429
|
|
|
30.1
|
%
|
||
Thomas J. Felmer
|
|
384,625
|
|
|
386,937
|
|
|
—
|
%
|
||
Bentley N. Curran
|
|
283,314
|
|
|
285,053
|
|
|
—
|
%
|
||
Helena R. Nelligan
|
|
290,000
|
|
|
290,000
|
|
|
—
|
%
|
||
Russell R. Shaller (2)
|
|
—
|
|
|
340,000
|
|
|
—
|
%
|
||
Matthew O. Williamson
|
|
383,675
|
|
|
383,675
|
|
|
—
|
%
|
(1)
|
Mr. Nauman was appointed as President, Chief Executive Officer and Director of the Company, effective August 4, 2014.
|
(2)
|
Mr. Shaller was appointed as Senior Vice President and President - Identification Solutions, effective June 22, 2015.
|
•
|
Organic sales growth: Organic sales growth is measured as the increase in total Company sales from 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.
|
•
|
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.
|
•
|
Pre-tax income: Pre-tax income is defined as total Company revenues at actual exchange rates minus total Company expenses for the cost of doing business. Pre-tax income excludes income tax expense, certain non-routine expenses such as restructuring charges, and income or loss from acquisitions or divestitures completed in fiscal 2015.
|
Performance Measure
(weighting)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Fiscal 2015 Actual Result
|
|||||||
Organic Sales Growth (20%)
|
|
2.3
|
%
|
|
5
|
%
|
|
7.0% or more
|
|
|
1.0
|
%
|
|||
Pre-Tax Income (80%)(millions)
|
|
$108.0
|
|
$126.6
|
|
$136.4 or more
|
|
|
$41.8
|
|
|||||
Focal Point Multiplier
|
|
0
|
%
|
|
100
|
%
|
|
100
|
%
|
|
N/A
|
|
|||
Individual Performance Multiplier
|
|
0
|
%
|
|
100
|
%
|
|
150
|
%
|
|
N/A
|
|
|||
Fiscal 2015 Bonus Award
|
|
|
|
|
|
|
|
Actual
(% of Salary)
|
|
Actual
($)
|
|||||
J. Nauman
|
|
0
|
%
|
|
100
|
%
|
|
200
|
%
|
|
0
|
%
|
|
$0
|
|
A. Pearce
|
|
0
|
%
|
|
60
|
%
|
|
120
|
%
|
|
0
|
%
|
|
$0
|
|
B. Curran
|
|
0
|
%
|
|
60
|
%
|
|
120
|
%
|
|
0
|
%
|
|
$0
|
|
H. Nelligan
|
|
0
|
%
|
|
50
|
%
|
|
100
|
%
|
|
0
|
%
|
|
$0
|
Performance Measure
(weighting)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Fiscal 2015 Actual Result
|
|||||||
WPS Segment Organic Sales Growth (20%)
|
|
3.7
|
%
|
|
7.5
|
%
|
|
9.3% or more
|
|
|
(0.4
|
)%
|
|||
WPS Segment IFO (80%)(millions)
|
|
$70.1
|
|
$77.6
|
|
$80.1 or more
|
|
|
$61.0
|
|
|||||
Focal Point Multiplier
|
|
0
|
%
|
|
100
|
%
|
|
100
|
%
|
|
N/A
|
|
|||
Individual Performance Multiplier
|
|
0
|
%
|
|
100
|
%
|
|
150
|
%
|
|
N/A
|
|
|||
Fiscal 2015 Bonus Award
|
|
|
|
|
|
|
|
Actual
(% of Salary)
|
|
Actual
($)
|
|||||
T. Felmer
|
|
0
|
%
|
|
80
|
%
|
|
160
|
%
|
|
0
|
%
|
|
$0
|
Performance Measure
(weighting)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Fiscal 2015 Actual Result
|
|||||||
IDS Segment Organic Sales Growth (20%)
|
|
2.6
|
%
|
|
4.8
|
%
|
|
6.9% or more
|
|
|
1.7
|
%
|
|||
IDS Segment IFO (80%)(millions)
|
|
$176.1
|
|
$187.5
|
|
$199.5 or more
|
|
|
$117.6
|
|
|||||
Focal Point Multiplier
|
|
0
|
%
|
|
100
|
%
|
|
100
|
%
|
|
N/A
|
|
|||
Individual Performance Multiplier
|
|
0
|
%
|
|
100
|
%
|
|
150
|
%
|
|
N/A
|
|
|||
Fiscal 2015 Bonus Award
|
|
|
|
|
|
|
|
Actual
(% of Salary)
|
|
Actual
($)
|
|||||
M. Williamson
|
|
0
|
%
|
|
70
|
%
|
|
140
|
%
|
|
0
|
%
|
|
$0
|
Named Officers
|
|
Number of Time-Based
Stock Options
|
|
Grant Date
Fair Value
|
|
Number of
Time-Based
RSUs
|
|
Grant Date
Fair Value
|
||||||
J. Nauman
|
|
130,592
|
|
|
$
|
893,282
|
|
|
39,876
|
|
|
$
|
903,590
|
|
A. Pearce
|
|
34,825
|
|
|
$
|
238,212
|
|
|
10,634
|
|
|
$
|
240,966
|
|
T. Felmer
|
|
47,159
|
|
|
$
|
322,580
|
|
|
14,400
|
|
|
$
|
326,304
|
|
B. Curran
|
|
12,697
|
|
|
$
|
86,851
|
|
|
3,877
|
|
|
$
|
87,853
|
|
N. Nelligan
|
|
21,766
|
|
|
$
|
148,885
|
|
|
6,646
|
|
|
$
|
150,598
|
|
R. Shaller
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
M. Williamson
|
|
34,825
|
|
|
$
|
238,212
|
|
|
10,634
|
|
|
$
|
240,966
|
|
•
|
Annual allowance for financial and tax planning
|
•
|
Company car or car allowance
|
•
|
Long-term care insurance
|
•
|
Personal liability insurance
|
J. Nauman
|
|
5 times base salary
|
A. Pearce
|
|
3 times base salary
|
T. Felmer
|
|
3 times base salary
|
B. Curran
|
|
2 times base salary
|
H. Nelligan
|
|
2 times base salary
|
R. Shaller
|
|
3 times base salary
|
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
($)
|
|||||||||||||
J.M. Nauman, President, CEO, & Director (5)
|
|
2015
|
|
$
|
649,039
|
|
|
—
|
|
|
$
|
2,287,151
|
|
|
$
|
893,282
|
|
|
$
|
—
|
|
|
$
|
86,716
|
|
|
$
|
3,916,188
|
|
A.J. Pearce, Senior VP & CFO (5)
|
|
2015
|
|
290,121
|
|
|
—
|
|
|
540,982
|
|
|
238,212
|
|
|
—
|
|
|
43,418
|
|
|
1,112,733
|
|
||||||
T.J. Felmer
|
|
2015
|
|
386,937
|
|
|
—
|
|
|
820,304
|
|
|
$
|
322,580
|
|
|
—
|
|
|
57,364
|
|
|
1,587,185
|
|
|||||
Senior VP, President-Workplace Safety, Former CFO
|
|
2014
|
|
384,397
|
|
|
—
|
|
|
477,221
|
|
|
325,001
|
|
|
—
|
|
|
59,842
|
|
|
1,246,461
|
|
||||||
|
|
2013
|
|
377,500
|
|
|
—
|
|
|
—
|
|
|
422,007
|
|
|
—
|
|
|
54,164
|
|
|
853,671
|
|
||||||
B.N. Curran, VP-Digital Business & CIO (5)
|
|
2015
|
|
285,053
|
|
|
—
|
|
|
372,930
|
|
|
86,851
|
|
|
—
|
|
|
57,459
|
|
|
802,293
|
|
||||||
H.R. Nelligan, Senior VP-HR (5)(6)
|
|
2015
|
|
290,000
|
|
|
25,000
|
|
|
440,966
|
|
|
148,885
|
|
|
—
|
|
|
49,809
|
|
|
954,660
|
|
||||||
R.R. Shaller, Senior VP & President - Identification Solutions (5)(7)
|
|
2015
|
|
26,154
|
|
|
115,000
|
|
|
524,590
|
|
|
—
|
|
|
—
|
|
|
1,749
|
|
|
667,493
|
|
||||||
M.O. Williamson
|
|
2015
|
|
383,675
|
|
|
—
|
|
|
240,966
|
|
|
238,212
|
|
|
—
|
|
|
77,046
|
|
|
939,899
|
|
||||||
President - IDS & VP - Brady Corporation
|
|
2014
|
|
383,675
|
|
|
—
|
|
|
242,750
|
|
|
240,003
|
|
|
31,422
|
|
|
50,747
|
|
|
948,597
|
|
||||||
|
|
2013
|
|
380,666
|
|
|
—
|
|
|
—
|
|
|
319,984
|
|
|
—
|
|
|
62,067
|
|
|
762,717
|
|
(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.
|
(2)
|
Represents the grant date fair value computed in accordance with accounting guidance for equity grants made or modified in the applicable year for 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, 2015. 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 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 or car allowance, 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 relocation assistance, annual allowances for financial and tax planning and the cost of an annual physical health exam.
|
(5)
|
Fiscal 2015 is the first year during the terms of Messrs. Nauman, Pearce, Curran, and Shaller and Ms. Nelligan in which the criteria as a Named Executive Officer were met.
|
(6)
|
In September 2014, Ms. Nelligan received the second installment of her sign-on bonus in the amount of $25,000 in conjunction with her appointment as Senior Vice President, Human Resources, effective November 18, 2013.
|
(7)
|
Mr. Shaller received a sign-on bonus of $115,000 in fiscal 2015 in conjunction with his appointment as Senior Vice President and President - Identification Solutions, effective June 22, 2015.
|
Name
|
|
Fiscal
Year
|
|
Retirement
Plan
Contributions
($)
|
|
Company
Car
($)
|
|
Group
Term
Life
Insurance
($)
|
|
Long-term
Care
Insurance
($)
|
|
Long-Term Disability Insurance
($)
|
|
Relocation ($)
|
|
Other
($)
|
|
Total
($)
|
||||||||||||||||
J.M. Nauman (1)
|
|
2015
|
|
$
|
23,885
|
|
|
$
|
17,308
|
|
|
$
|
975
|
|
|
$
|
4,860
|
|
|
$
|
4,282
|
|
|
$
|
27,676
|
|
|
$
|
7,730
|
|
|
$
|
86,716
|
|
A.J. Pearce (1)
|
|
2015
|
|
24,854
|
|
|
15,313
|
|
|
424
|
|
|
—
|
|
|
2,727
|
|
|
—
|
|
|
100
|
|
|
43,418
|
|
||||||||
T.J. Felmer
|
|
2015
|
|
30,955
|
|
|
18,000
|
|
|
747
|
|
|
3,737
|
|
|
3,225
|
|
|
—
|
|
|
700
|
|
|
57,364
|
|
||||||||
|
|
2014
|
|
30,505
|
|
|
20,159
|
|
|
1,102
|
|
|
4,048
|
|
|
4,028
|
|
|
—
|
|
|
—
|
|
|
59,842
|
|
||||||||
|
|
2013
|
|
30,200
|
|
|
14,940
|
|
|
791
|
|
|
3,737
|
|
|
3,436
|
|
|
—
|
|
|
1,060
|
|
|
54,164
|
|
||||||||
B.N. Curran (1)
|
|
2015
|
|
22,804
|
|
|
27,069
|
|
|
526
|
|
|
3,737
|
|
|
3,123
|
|
|
—
|
|
|
200
|
|
|
57,459
|
|
||||||||
H.R. Nelligan (1)
|
|
2015
|
|
25,200
|
|
|
18,000
|
|
|
457
|
|
|
2,491
|
|
|
3,422
|
|
|
—
|
|
|
239
|
|
|
49,809
|
|
||||||||
R.R. Shaller (1)
|
|
2015
|
|
—
|
|
|
1,383
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
275
|
|
|
—
|
|
|
1,749
|
|
||||||||
M. O. Williamson (2)
|
|
2015
|
|
33,208
|
|
|
17,668
|
|
|
761
|
|
|
5,501
|
|
|
3,708
|
|
|
—
|
|
|
16,200
|
|
|
77,046
|
|
||||||||
|
|
2014
|
|
30,694
|
|
|
8,925
|
|
|
1,046
|
|
|
5,959
|
|
|
4,123
|
|
|
—
|
|
|
—
|
|
|
50,747
|
|
||||||||
|
|
2013
|
|
40,581
|
|
|
10,847
|
|
|
798
|
|
|
5,501
|
|
|
3,916
|
|
|
—
|
|
|
424
|
|
|
62,067
|
|
|
|
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 ($)
|
|
(#)
|
|
(#)
|
|
(2)
|
|
($)
|
||||||||||||||
J.M. Nauman
|
|
|
|
|
|
$
|
—
|
|
|
$
|
675,000
|
|
|
$
|
1,350,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
8/4/2014
|
|
8/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
53,668
|
|
(3)
|
$
|
25.78
|
|
|
$
|
1,383,561
|
|
||||
|
|
9/25/2014
|
|
9/9/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,592
|
|
|
39,876
|
|
|
22.66
|
|
|
1,796,873
|
|
|||||
A.J. Pearce
|
|
|
|
|
|
—
|
|
|
180,000
|
|
|
360,000
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
9/25/2014
|
|
9/9/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,825
|
|
|
10,634
|
|
|
22.66
|
|
|
479,178
|
|
|||||
|
|
7/15/2015
|
|
7/14/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
12,171
|
|
(4)
|
24.65
|
|
|
300,015
|
|
||||||
T.J. Felmer
|
|
|
|
|
|
—
|
|
|
309,550
|
|
|
619,100
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
8/4/2014
|
|
8/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
5,000
|
|
(5)
|
25.78
|
|
|
128,900
|
|
||||||
|
|
9/25/2014
|
|
9/9/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,159
|
|
|
14,400
|
|
|
22.66
|
|
|
648,884
|
|
|||||
|
|
10/1/2014
|
|
10/1/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
5,000
|
|
(6)
|
22.56
|
|
|
112,800
|
|
||||||
|
|
11/28/2014
|
|
11/18/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
10,000
|
|
(7)
|
25.23
|
|
|
252,300
|
|
||||||
B.N. Curran
|
|
|
|
|
|
—
|
|
|
171,032
|
|
|
342,063
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
9/25/2014
|
|
9/9/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,678
|
|
|
3,877
|
|
|
22.66
|
|
|
174,704
|
|
|||||
|
|
7/15/2015
|
|
7/14/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11,565
|
|
(4)
|
24.65
|
|
|
285,077
|
|
||||||
H.R. Nelligan
|
|
|
|
|
|
—
|
|
|
145,000
|
|
|
290,000
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
9/25/2014
|
|
9/9/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,766
|
|
|
6,646
|
|
|
22.66
|
|
|
299,483
|
|
|||||
|
|
7/15/2015
|
|
7/14/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11,765
|
|
(4)
|
24.65
|
|
|
290,007
|
|
||||||
R.R. Shaller
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
6/22/2015
|
|
6/1/2015
|
|
|
|
|
|
|
|
|
|
20,992
|
|
(8)
|
24.99
|
|
|
524,590
|
|
|||||||||
M.O. Williamson
|
|
|
|
|
|
—
|
|
|
268,573
|
|
|
537,145
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
9/25/2014
|
|
9/9/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,825
|
|
|
10,634
|
|
|
22.66
|
|
|
479,178
|
|
(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. In conjunction with Mr. Shaller's Offer Letter, dated June 2, 2015, the Board of Directors approved that he is eligible to participate in Brady's annual cash incentive plan, beginning in fiscal 2016, with a target bonus opportunity of 55% of base salary with upside potential to 110% of base salary depending on individual performance and Company results.
|
(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.
|
(3)
|
Represents 53,668 shares of time-based restricted stock units awarded to Mr. Nauman effective August 4, 2014 at a fair value of $25.78 per share upon his appointment as President, Chief Executive Officer and Director.
|
(4)
|
Represents shares of time-based restricted stock units awarded to Messrs. Pearce and Curran and Ms. Nelligan on July 15, 2015 at a fair value of $24.65 for retention purposes.
|
(5)
|
Represents 5,000 shares of time-based restricted stock units awarded to Mr. Felmer on August 4, 2014, the date of the end of his term as Interim President and Chief Executive Officer, at a fair value of $25.78.
|
(6)
|
Represents 5,000 shares of time-based restricted stock units awarded to Mr. Felmer on October 1, 2014 at a fair value of $22.56 for retention purposes.
|
(7)
|
Represents 10,000 shares of time-based restricted stock units awarded to Mr. Felmer on November 28, 2014 at a fair value of $25.23 for retention purposes.
|
(8)
|
Represents 20,992 shares of time-based restricted stock units awarded to Mr. Shaller effective June 22, 2015 at a fair value of $24.99 per share upon his appointment as Senior Vice President and President - Identification Solutions.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration Date
|
|
Number of
Units of Stock That Have Not Vested
(#)
|
|
Market
Value of Units of Stock That
Have Not Vested
($)
|
|||||||
J.M. Nauman
|
|
—
|
|
|
130,592
|
|
(8)
|
$
|
22.66
|
|
|
9/25/2024
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
53,668
|
|
(6)
|
$
|
1,262,271
|
|
||||
|
|
|
|
|
|
|
|
|
|
39,786
|
|
(9)
|
937,884
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
A.J. Pearce
|
|
5,000
|
|
|
|
|
$
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
||||
|
|
5,000
|
|
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|||||
|
|
5,000
|
|
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
|||||
|
|
20,000
|
|
|
|
|
36.07
|
|
|
7/22/2018
|
|
|
|
|
|||||
|
|
5,000
|
|
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
|||||
|
|
7,000
|
|
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
|||||
|
|
10,000
|
|
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
|||||
|
|
9,000
|
|
|
|
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
|||||
|
|
6,000
|
|
|
3,000
|
|
(1)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
1,508
|
|
|
3,015
|
|
(2)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
||||
|
|
—
|
|
|
34,825
|
|
(8)
|
22.66
|
|
|
9/25/2024
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
868
|
|
(3)
|
$
|
20,415
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,634
|
|
(9)
|
250,112
|
|
|||||
|
|
|
|
|
|
|
|
|
|
12,171
|
|
(13)
|
286,262
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
T.J. Felmer
|
|
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
|
|
|
|
|
||||
|
|
35,000
|
|
|
—
|
|
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
30,334
|
|
|
15,166
|
|
(1)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
11,288
|
|
|
22,574
|
|
(2)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
||||
|
|
—
|
|
|
47,159
|
|
(8)
|
22.66
|
|
|
9/25/2024
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
7,053
|
|
(3)
|
165,887
|
|
|||||
|
|
|
|
|
|
|
|
|
|
5,000
|
|
(7)
|
117,600
|
|
|||||
|
|
|
|
|
|
|
|
|
|
14,400
|
|
(9)
|
338,688
|
|
|||||
|
|
|
|
|
|
|
|
|
|
5,000
|
|
(10)
|
117,600
|
|
|||||
|
|
|
|
|
|
|
|
|
|
10,000
|
|
(11)
|
235,200
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
B.N. Curran
|
|
12,000
|
|
|
—
|
|
|
$
|
37.83
|
|
|
11/30/2015
|
|
|
|
|
|||
|
|
12,000
|
|
|
—
|
|
|
38.19
|
|
|
11/30/2016
|
|
|
|
|
|
|||
|
|
15,000
|
|
|
—
|
|
|
38.31
|
|
|
12/4/2017
|
|
|
|
|
||||
|
|
15,000
|
|
|
—
|
|
|
20.95
|
|
|
12/4/2018
|
|
|
|
|
||||
|
|
16,667
|
|
|
—
|
|
|
29.78
|
|
|
8/3/2019
|
|
|
|
|
|
|
25,000
|
|
|
—
|
|
|
28.73
|
|
|
9/25/2019
|
|
|
|
|
||||
|
|
5,556
|
|
|
—
|
|
|
28.35
|
|
|
8/2/2020
|
|
|
|
|
||||
|
|
15,000
|
|
|
—
|
|
|
29.10
|
|
|
9/24/2020
|
|
|
|
|
||||
|
|
13,000
|
|
|
—
|
|
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
8,667
|
|
|
4,333
|
|
(1)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
3,039
|
|
|
6,078
|
|
(2)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
||||
|
|
—
|
|
|
12,697
|
|
(8)
|
22.66
|
|
|
9/25/2024
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
1,899
|
|
(3)
|
$
|
44,664
|
|
||||
|
|
|
|
|
|
|
|
|
|
3,877
|
|
(9)
|
91,187
|
|
|||||
|
|
|
|
|
|
|
|
|
|
11,565
|
|
(13)
|
272,009
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
H.R. Nelligan
|
|
5,568
|
|
|
11,135
|
|
(4)
|
$
|
29.51
|
|
|
11/18/2023
|
|
|
|
|
|||
|
|
—
|
|
|
21,766
|
|
(8)
|
22.66
|
|
|
9/25/2024
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
3,402
|
|
(5)
|
$
|
80,015
|
|
||||
|
|
|
|
|
|
|
|
|
|
6,646
|
|
(9)
|
156,314
|
|
|||||
|
|
|
|
|
|
|
|
|
|
11,765
|
|
(13)
|
276,713
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
R.R. Shaller
|
|
|
|
|
|
|
|
|
|
20,992
|
|
(12)
|
$
|
493,732
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
M.O.Williamson
|
|
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
|
|
|
|
|
||||
|
|
30,000
|
|
|
—
|
|
|
27.00
|
|
|
9/30/2021
|
|
|
|
|
||||
|
|
23,000
|
|
|
11,500
|
|
(1)
|
30.21
|
|
|
9/21/2022
|
|
|
|
|
||||
|
|
8,336
|
|
|
16,670
|
|
(2)
|
31.07
|
|
|
9/20/2023
|
|
|
|
|
(1)
|
The remaining shares will vest on September 21, 2015.
|
(2)
|
One-half of the options vest on September 20, 2015 and the remaining options vest on September 20, 2016.
|
(3)
|
This award represents time-based restricted stock units awarded on September 20, 2013 as part of the annual fiscal 2014 equity grant. One-half of the units vest on September 20, 2015 and the remaining units vest on September 20, 2016.
|
(4)
|
Ms. Nelligan was granted 16,703 stock options on November 18, 2013, the date she joined the Company as an officer. One-half of the remaining options vest on November 18, 2015 and the remaining options vest on November 18, 2016.
|
(5)
|
Ms. Nelligan was awarded 5,104 shares of time-based restricted stock units on November 18, 2013, the date she joined the Company as an officer. One-half of the remaining units vest on November 18, 2015 and the remaining units vest on November 18, 2016.
|
(6)
|
Mr. Nauman was awarded 53,668 shares of time-based restricted stock units on August 4, 2014, the effective date of his appointment as President, Chief Executive Officer, and Director of the Company. One-third of the units vest on August 4, 2017, one-third of the units vest on August 4, 2018, and one-third of the units vest on August 4, 2019.
|
(7)
|
Mr. Felmer was awarded 5,000 shares of time-based restricted stock units effective August 4, 2014, the date of the end of his term as Interim President and Chief Executive Officer. The units vested on August 4, 2015.
|
(8)
|
One-third of the options vest on September 25, 2015, one-third of the options vest on September 25, 2016, and one-third of the options vest on September 25, 2017.
|
(9)
|
This award represents time-based restricted stock units awarded on September 25, 2014 as part of the annual fiscal 2015 equity grant. One-third of the units vest on September 25, 2015, one-third of the units vest on September 25, 2016, and one-third of the units vest on September 25, 2017.
|
(10)
|
Effective October 1, 2014, Mr. Felmer was awarded 5,000 shares of time-based restricted stock for retention purposes. One-third of the units vest on October 1, 2015, one-third of the units vest on October 1, 2016, and one-third of the units vest on October 1, 2017.
|
(11)
|
Effective November 28, 2014, Mr. Felmer was awarded 10,000 shares of time-based restricted stock for retention purposes. One-third of the units vest on November 28, 2017, one-third of the units vest on November 28, 2018, and one-third of the units vest on November 28, 2019.
|
(12)
|
Mr. Shaller was awarded 20,992 shares of time-based restricted stock units on June 22, 2015, the effective date of his appointment as Senior Vice President and President - Identification Solutions. One-fifth of the units vest on the first, second, third, fourth, and fifth anniversaries of the grant date, respectively.
|
(13)
|
This award represents time-based restricted stock units awarded to Messrs. Pearce and Curran and Ms. Nelligan on July 15, 2015 for retention purposes. Ten percent of the units vest on July 15, 2016, twenty percent of the units vest on July 15, 2017, thirty percent of the units vest on July 15, 2018, and fourty percent of the units vest on July 15, 2019.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting ($)
|
||||||
J.M. Nauman
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
A.J. Pearce
|
|
—
|
|
|
$
|
—
|
|
|
435
|
|
|
$
|
10,005
|
|
T.J. Felmer
|
|
—
|
|
|
$
|
—
|
|
|
8,527
|
|
|
$
|
208,721
|
|
B.N. Curran
|
|
—
|
|
|
$
|
—
|
|
|
950
|
|
|
$
|
21,850
|
|
H.R. Nelligan
|
|
—
|
|
|
$
|
—
|
|
|
1,702
|
|
|
$
|
40,405
|
|
R.R. Shaller
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
M.O. Williamson
|
|
—
|
|
|
$
|
—
|
|
|
2,605
|
|
|
$
|
59,915
|
|
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 ($)
|
||||||||||
J.M. Nauman
|
|
$
|
4,977
|
|
|
$
|
2,900
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
7,876
|
|
A.J. Pearce
|
|
56,470
|
|
|
3,325
|
|
|
5,432
|
|
|
—
|
|
|
447,813
|
|
|||||
T.J. Felmer
|
|
5,078
|
|
|
10,155
|
|
|
252,621
|
|
|
—
|
|
|
2,826,205
|
|
|||||
B.N. Curran
|
|
1,002
|
|
|
2,004
|
|
|
15,712
|
|
|
—
|
|
|
457,502
|
|
|||||
H.R. Nelligan
|
|
2,200
|
|
|
4,400
|
|
|
(1
|
)
|
|
—
|
|
|
6,599
|
|
|||||
R.R. Shaller
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
M.O. Williamson
|
|
6,204
|
|
|
12,408
|
|
|
35,943
|
|
|
—
|
|
|
1,231,415
|
|
•
|
The amounts shown in the tables assume that each named executive officer terminated employment on
July 31, 2015
. Accordingly, the tables reflect amounts earned as of
July 31, 2015
, and include estimates of amounts that would be paid to the named executive officer upon the termination or 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 severance agreement and 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
Unit Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||||||||
$
|
1,350,000
|
|
|
$
|
1,350,000
|
|
|
$
|
2,200,155
|
|
|
$
|
112,309
|
|
|
$
|
25,000
|
|
|
$
|
5,037,464
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2015
.
|
(2)
|
Represents two times the target bonus amount in effect at
July 31, 2015
.
|
(3)
|
Represents the closing market price of $23.52 on
93,544
unvested RSUs that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $23.52 and the exercise price on
130,592
unvested stock options in-the-money that would vest due to change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Unit Acceleration Gain $(3) |
|
Total ($)
|
||||||||
$
|
1,350,000
|
|
|
$
|
1,350,000
|
|
|
$
|
1,262,271
|
|
|
$
|
3,962,271
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2015
.
|
(2)
|
Represents two times the target bonus amount in effect at
July 31, 2015
.
|
(3)
|
Represents the closing market price of $23.52 on
53,668
unvested RSUs that would vest due to termination without cause.
|
Restricted Stock Unit Acceleration Gain
$ (1)
|
|
Stock Option Acceleration Gain
$ (2)
|
|
Total ($)
|
||||||
$
|
556,789
|
|
|
$
|
29,949
|
|
|
$
|
586,738
|
|
(1)
|
Represents the closing market price of $23.52 on
23,673
unvested RSUs that would vest due to the change in control.
|
(2)
|
Represents the difference between the closing market price of $23.52 and the exercise price on
34,825
unvested stock options in-the-money that would vest due to change in control.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Unit Acceleration
Gain $ (3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Excise Tax
Reimbursement
($)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||||||||||
$
|
773,874
|
|
|
$
|
—
|
|
|
$
|
974,975
|
|
|
$
|
40,557
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
1,814,406
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2015
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2015
,
2014
and
2013
.
|
(3)
|
Represents the closing market price of $23.52 on
41,453
unvested RSUs that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $23.52 and the exercise price on
47,159
unvested stock options in-the-money that would vest due to change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Unit Acceleration
Gain $ (3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||||||||
$
|
570,106
|
|
|
$
|
—
|
|
|
$
|
407,884
|
|
|
$
|
10,919
|
|
|
$
|
25,000
|
|
|
$
|
1,013,909
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2015
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2015
,
2014
and
2013
.
|
(3)
|
Represents the closing market price of $23.52 on
17,342
unvested RSUs that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $23.52 and the exercise price on
12,697
unvested stock options in-the-money that would vest due to change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Base Salary ($) (1)
|
|
Bonus ($) (2)
|
|
Restricted Stock
Unit Acceleration
Gain $(3)
|
|
Stock Option
Acceleration
Gain $ (4)
|
|
Legal Fee
Reimbursement
($) (5)
|
|
Total ($)
|
||||||||||||
$
|
580,000
|
|
|
$
|
—
|
|
|
$
|
489,522
|
|
|
$
|
18,719
|
|
|
$
|
25,000
|
|
|
$
|
1,113,241
|
|
(1)
|
Represents two times the base salary in effect at
July 31, 2015
.
|
(2)
|
Represents two times the average bonus payment received in the last three fiscal years ended
July 31, 2015
,
2014
and
2013
.
|
(3)
|
Represents the closing market price of $23.52 on
20,813
unvested RSUs that would vest due to the change in control.
|
(4)
|
Represents the difference between the closing market price of $23.52 and the exercise price on
21,766
unvested stock options in-the-money that would vest due to change in control.
|
(5)
|
Represents the maximum reimbursement of legal fees allowed.
|
Restricted Stock Unit Acceleration Gain
$ (1)
|
|
Stock Option Acceleration Gain
$ (2)
|
|
Total ($)
|
||||||
$
|
493,732
|
|
|
$
|
—
|
|
|
$
|
493,732
|
|
(1)
|
Represents the closing market price of $23.52 on
20,992
unvested RSUs that would vest due to the change in control.
|
(2)
|
There are no unvested stock options at July 31, 2015.
|
Base Salary ($)(1)
|
|
Bonus ($) (2)
|
|
Total ($)
|
||||||
$
|
340,000
|
|
|
$
|
187,000
|
|
|
$
|
527,000
|
|
(1)
|
Represents one times the base salary in effect at
July 31, 2015
.
|
(2)
|
Represents one times the target bonus amount in effect at
July 31, 2015
.
|
Name
|
|
Unvested Restricted
Stock Units as of
July 31, 2015
|
|
Restricted Stock Unit Acceleration
Gain $ (1)
|
|
Unvested Stock Options
In-the Money as of
July 31, 2015
|
|
Stock Option
Acceleration
Gain $ (2)
|
||||||
J. Michael Nauman
|
|
93,544
|
|
|
$
|
2,200,155
|
|
|
130,592
|
|
|
$
|
112,309
|
|
A.J. Pearce
|
|
23,673
|
|
|
$
|
556,789
|
|
|
34,825
|
|
|
$
|
29,949
|
|
T.J. Felmer
|
|
41,453
|
|
|
$
|
974,975
|
|
|
47,159
|
|
|
$
|
40,557
|
|
B.N. Curran
|
|
17,342
|
|
|
$
|
407,884
|
|
|
12,697
|
|
|
$
|
10,919
|
|
H.R. Nelligan
|
|
20,813
|
|
|
$
|
489,522
|
|
|
21,766
|
|
|
$
|
18,719
|
|
R.R. Shaller
|
|
20,992
|
|
|
$
|
493,732
|
|
|
—
|
|
|
$
|
—
|
|
M.O. Williamson
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents the closing market price of $23.52 on unvested awards that would vest due to death or disability.
|
(2)
|
Represents the difference between the closing market price of $23.52 and the exercise price on unvested stock options in-the-money that would vest due to death or disability.
|
Name
|
|
Unvested Restricted
Stock Units as of
July 31, 2015
|
|
Restricted Stock Unit Acceleration
Gain $ (1)
|
|||
J. Michael Nauman
|
|
53,668
|
|
|
$
|
1,262,271
|
|
A.J. Pearce
|
|
—
|
|
|
$
|
—
|
|
T.J. Felmer
|
|
10,000
|
|
|
$
|
235,200
|
|
B.N. Curran
|
|
—
|
|
|
$
|
—
|
|
H.R. Nelligan
|
|
—
|
|
|
$
|
—
|
|
R.R. Shaller
|
|
—
|
|
|
$
|
—
|
|
M.O. Williamson
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents the closing market price of $23.52 on unvested awards that would vest due to termination without cause.
|
Name
|
|
Fees Earned
or Paid in
Cash ($)
|
|
Option
Awards ($) (1)
|
|
Stock
Awards ($) (2)
|
|
Total ($)
|
||||||||
Patrick W. Allender
|
|
$
|
103,500
|
|
|
$
|
29,514
|
|
|
$
|
32,727
|
|
|
$
|
165,741
|
|
Gary S. Balkema
|
|
105,000
|
|
|
29,514
|
|
|
32,727
|
|
|
167,241
|
|
||||
Elizabeth P. Bruno
|
|
69,500
|
|
|
29,514
|
|
|
32,727
|
|
|
131,741
|
|
||||
Nancy L. Gioia
|
|
91,000
|
|
|
29,514
|
|
|
32,727
|
|
|
153,241
|
|
||||
Conrad G. Goodkind
|
|
157,500
|
|
|
29,514
|
|
|
32,727
|
|
|
219,741
|
|
||||
Frank W. Harris
|
|
83,500
|
|
|
29,514
|
|
|
32,727
|
|
|
145,741
|
|
||||
Bradley C. Richardson
|
|
112,000
|
|
|
29,514
|
|
|
32,727
|
|
|
174,241
|
|
||||
Harold L. Sirkin (3)
|
|
36,500
|
|
|
33,990
|
|
|
39,498
|
|
|
109,988
|
|
(1)
|
Represents the grant date fair value computed in accordance with accounting guidance for equity grants made in fiscal 2015 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, 2015
.
|
(2)
|
With the exception of Mr. Sirkin, represents the fair value of shares of Brady Corporation Class A Non-Voting Common Stock granted in fiscal 2015 as compensation for their services. For Mr. Sirkin, represents the fair value of shares of time-based restricted stock units of Class A Common Stock granted in fiscal 2015 as compensation for his services. The shares of unrestricted stock and restricted stock units granted to the non-management directors were valued at the closing market price of $22.57 and $27.24 on the grant dates of September 25, 2015 and March 3, 2015, respectively. Outstanding unvested restricted stock units at July 31, 2015 totaled 1,450 units, all of which were held by Mr. Sirkin.
|
(3)
|
Mr. Sirkin was appointed to the Board on February 17, 2015.
|
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. Bruno 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. Bruno, who has sole voting and dispositive power and who is the remainder beneficiary. Elizabeth Bruno 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. Bruno (1)
|
|
1,294,852
|
|
|
2.7
|
%
|
|
|
Thomas J. Felmer
|
|
380,177
|
|
|
0.8
|
%
|
|
|
Matthew O. Williamson
|
|
285,645
|
|
|
0.6
|
%
|
|
|
Bentley N. Curran
|
|
161,869
|
|
|
0.3
|
%
|
|
|
Conrad G. Goodkind
|
|
148,438
|
|
|
0.3
|
%
|
|
|
Patrick W. Allender (2)
|
|
106,207
|
|
|
0.2
|
%
|
|
|
Aaron J. Pearce
|
|
100,690
|
|
|
0.2
|
%
|
|
|
Frank W. Harris
|
|
82,696
|
|
|
0.2
|
%
|
|
|
Bradley C. Richardson
|
|
71,226
|
|
|
0.1
|
%
|
|
|
J. Michael Nauman
|
|
56,823
|
|
|
0.1
|
%
|
|
|
Gary S. Balkema
|
|
37,762
|
|
|
0.1
|
%
|
|
|
Helena R. Nelligan
|
|
16,147
|
|
|
*
|
|
|
|
Nancy L. Gioia
|
|
5,758
|
|
|
*
|
|
|
|
Harold L. Sirkin
|
|
3,000
|
|
|
*
|
|
|
|
Russell R. Shaller
|
|
1,000
|
|
|
*
|
|
|
|
All Officers and Directors as a Group (17 persons)
|
|
2,799,954
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|
||
Class B Common Stock
|
|
Elizabeth P. Bruno (1)
|
|
1,769,304
|
|
|
50.0
|
%
|
*
|
Indicates less than one-tenth of one percent.
|
(1)
|
Ms. Bruno’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. Bruno’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)
|
Mr. Allender's holdings of Class A Common Stock include 20,000 shares owned by the Patrick and Deborah Allender Irrevocable Trust.
|
(3)
|
The amount shown for all officers and directors individually and as a group (17 persons) includes options to acquire a total of 1,227,084 shares of Class A Common Stock, which are currently exercisable or will be exercisable within 60 days of July 31, 2015, including the following: Ms. Bruno, 53,551 shares; Mr. Felmer, 328,796; Mr. Williamson, 267,839 shares; Mr. Curran, 152,534 shares; Mr. Goodkind, 51,551 shares; Mr. Allender, 51,551 shares; Mr. Pearce, 89,625 shares; Mr. Harris, 53,551 shares; Mr. Richardson, 45,551 shares; Mr. Nauman, 43,531 shares; Mr. Balkema, 31,151 shares; Ms. Nelligan, 12,824 shares; Ms. Gioia, 2,834 shares; Mr. Sirkin, 0 shares; Mr. Shaller, 0 shares; Mr. Bolognini, 0 shares; and Mr. Meyer, 0 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, 2015.
|
(4)
|
The amount shown for all officers and directors individually and as a group (17 persons) includes unvested restricted stock units to acquire 33,979 shares of Class A Common Stock, which will vest within 60 days of July 31, 2015, including the following: Mr. Felmer, 13,327 units; Mr. Williamson, 0 units; Mr. Curran, 2,243 units; Mr. Pearce, 3,979 units; Mr. Nauman, 13,292 units; Ms. Nelligan, 2,216 units; Mr. Shaller, 0 units; Mr. Bolognini, 435 units; and Mr. Meyer, 271 units. No unvested restricted stock units were held by directors which will vest within 60 days of July 31, 2015. 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, 2015.
|
(5)
|
The amount shown for all officers and directors individually and as a group (17 persons) includes Class A Common Stock owned in deferred compensation plans totaling 139,362 shares of Class A Common Stock, including the
|
|
|
As of July 31, 2015
|
||||||||
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
|
|
4,178,405
|
|
|
$
|
29.64
|
|
|
3,152,013
|
|
Equity compensation plans not
approved by security holders
|
|
None
|
|
|
None
|
|
|
None
|
|
|
Total
|
|
4,178,405
|
|
|
$
|
29.64
|
|
|
3,152,013
|
|
|
|
2015
|
|
2014
|
||||
|
|
(Dollars in thousands)
|
||||||
Audit, audit-related and tax compliance
|
|
|
|
|
||||
Audit fees (1)
|
|
$
|
2,426
|
|
|
$
|
1,790
|
|
Tax fees — compliance
|
|
—
|
|
|
52
|
|
||
Subtotal audit, audit-related and tax compliance fees
|
|
2,426
|
|
|
1,842
|
|
||
Non-audit related
|
|
|
|
|
||||
Tax fees — planning and advice
|
|
359
|
|
|
413
|
|
||
Subtotal non-audit related fees
|
|
359
|
|
|
413
|
|
||
Total fees
|
|
$
|
2,785
|
|
|
$
|
2,255
|
|
(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.
|
|
|
2015
|
|
2014
|
Ratio of Tax Planning and Advice Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees
|
|
0.1 to 1
|
|
0.2 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 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
|
|
Restricted Stock Unit Agreement, dated as of October 1, 2014, with Thomas J. Felmer (11)
|
*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
|
|
Restricted Stock Unit Agreement, dated as of November 28, 2014, with Thomas J. Felmer (20)
|
*10.17
|
|
Complete and Permanent Release and Retirement Agreement, dated as of February 9, 2015, with Matthew O. Williamson (21)
|
*10.18
|
|
Consolidated Amendment to Complete and Permanent Release and Retirement Agreement, dated as of May 21, 2015, with Matthew O. Williamson (27)
|
*10.19
|
|
Form of Performance-based Restricted Stock Agreement under Brady Corporation 2006 Omnibus Incentive Stock Plan (7)
|
*10.20
|
|
Restricted Stock Unit Agreement, dated as of March 3, 2015, with Harold L. Sirkin (24)
|
*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
|
|
Employment Offer Letter, dated as of June 2, 2015, with Russell Shaller (38)
|
*10.25
|
|
Restricted Stock Unit Agreement, dated as of July 15, 2015, with Aaron J. Pearce (39)
|
10.26
|
|
Brady Note Purchase Agreement dated May 13, 2010 (19)
|
*10.27
|
|
Form of Amendment, dated February 17, 2010, to granting agreement for performance-based stock options issued on August 1, 2005 to Thomas J. Felmer and Matthew O. Williamson (18)
|
*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
|
|
Brady Corporation Incentive Compensation Plan for Senior Executives (15)
|
*10.33
|
|
Restricted Stock Agreement, dated as of October 7, 2013, with Thomas J. Felmer (36)
|
*10.34
|
|
Change of Control Agreement, dated as of March 3, 2014, with Bentley N. Curran (37)
|
*10.35
|
|
Restricted Stock Unit Agreement, dated as of August 4, 2014, with Thomas J. Felmer (9)
|
*10.36
|
|
Change of Control Agreement, dated as of March 3, 2014, with Helena R. Nelligan (37)
|
*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
|
|
Form of Fiscal 2013 Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (31)
|
*10.43
|
|
Form of Fiscal 2013 Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (31)
|
10.44
|
|
Revolving Credit Agreement, dated as of February 1, 2012 (28)
|
*10.45
|
|
Employment Offer Letter, dated as of August 1, 2014, with J. Michael Nauman (35)
|
*10.46
|
|
Restricted Stock Unit Agreement, dated as of August 4, 2014, with J. Michael Nauman (35)
|
*10.47
|
|
Change of Control Agreement, dated as of August 4, 2014, with J. Michael Nauman (35)
|
*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
|
|
Form of Fiscal 2015 Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (9)
|
*10.54
|
|
Form of Fiscal 2015 Director Stock Option Agreement under 2012 Omnibus Incentive Stock Plan (9)
|
*10.55
|
|
Form of Fiscal 2015 Restricted Stock Unit Agreement under 2012 Omnibus Incentive Stock Plan (9)
|
*10.56
|
|
Restricted Stock Unit Agreement, dated as of June 22, 2015, with Russell R. Shaller
|
*10.57
|
|
Form of Fiscal 2015 Employee Retention Restricted Stock Unit Agreement under 2012 Omnibus Incentive Plan
|
*10.58
|
|
Change of Control Agreement, dated as of August 28, 2015, with Russell R. Shaller
|
*10.59
|
|
Change of Control Agreement, dated as of September 11, 2015, with Aaron J. Pearce
|
*10.60
|
|
Form of Fiscal 2016 Non-Qualified Employee Stock Option Agreement under 2012 Omnibus Incentive Stock Plan
|
*10.61
|
|
Form of Fiscal 2016 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 February 25, 2014
|
(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 Annual Report on Form 10-K for the fiscal year ended July 31, 2014
|
(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 Current Report on Form 8-K filed October 2, 2014
|
(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 Current Report on Form 8-K filed October 7, 2013
|
(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 Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014
|
(21)
|
Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 9, 2015
|
(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 July 18, 2014
|
(24)
|
Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2015
|
(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 fiscal quarter ended April 30, 2015
|
(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 fiscal 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 fiscal quarter ended October 31, 2013
|
(37)
|
Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2014
|
(38)
|
Incorporated by reference to Registrant's Current Report on Form 8-K filed June 5, 2015
|
(39)
|
Incorporated by reference to Registrant's Current Report on Form 8-K filed July 16, 2015
|
|
|
Year ended July 31,
|
||||||||||
Description
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(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
|
|
$
|
3,069
|
|
|
$
|
5,093
|
|
|
$
|
6,005
|
|
Additions — Charged to expense
|
|
1,954
|
|
|
779
|
|
|
1,018
|
|
|||
Due to acquired businesses
|
|
—
|
|
|
—
|
|
|
531
|
|
|||
Reclassified to continuing operations
|
|
—
|
|
|
31
|
|
|
—
|
|
|||
Deductions — Bad debts written off, net of recoveries
|
|
(1,438
|
)
|
|
(2,834
|
)
|
|
(1,429
|
)
|
|||
Deductions — Reclassified to discontinued operations
|
|
—
|
|
|
—
|
|
|
(1,032
|
)
|
|||
Balances at end of period
|
|
$
|
3,585
|
|
|
$
|
3,069
|
|
|
$
|
5,093
|
|
Inventory — Reserve for slow-moving inventory:
|
|
|
|
|
|
|
||||||
Balances at beginning of period
|
|
$
|
12,259
|
|
|
$
|
11,317
|
|
|
$
|
11,316
|
|
Additions — Charged to expense
|
|
3,017
|
|
|
3,100
|
|
|
2,629
|
|
|||
Due to acquired businesses
|
|
—
|
|
|
—
|
|
|
2,887
|
|
|||
Reclassified to continuing operations
|
|
—
|
|
|
461
|
|
|
—
|
|
|||
Deductions — Inventory write-offs
|
|
(2,007
|
)
|
|
(2,619
|
)
|
|
(1,811
|
)
|
|||
Deductions — Reclassified to discontinued operations
|
|
—
|
|
|
—
|
|
|
(3,704
|
)
|
|||
Balances at end of period
|
|
$
|
13,269
|
|
|
$
|
12,259
|
|
|
$
|
11,317
|
|
Valuation allowances against deferred tax assets:
|
|
|
|
|
|
|
|
|||||
Balances at beginning of period
|
|
$
|
37,409
|
|
|
$
|
37,142
|
|
|
$
|
25,847
|
|
Additions during year
|
|
8,111
|
|
|
10,182
|
|
|
10,853
|
|
|||
Due to acquired businesses
|
|
—
|
|
|
—
|
|
|
983
|
|
|||
Deductions — Valuation allowances reversed/utilized
|
|
(5,598
|
)
|
|
(9,915
|
)
|
|
(541
|
)
|
|||
Balances at end of period
|
|
$
|
39,922
|
|
|
$
|
37,409
|
|
|
$
|
37,142
|
|
B
RADY
C
ORPORATION
|
||
By:
|
|
/s/ AARON J. PEARCE
|
|
|
Aaron J. Pearce
|
|
|
Senior Vice President, Chief Financial Officer, and Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
|
Title
|
/s/ J. MICHAEL NAUMAN
|
|
President and Chief Executive Officer; Director
|
J. Michael Nauman
|
|
(
Principal Executive Officer
)
|
/s/ PATRICK W. ALLENDER
|
|
|
Patrick W. Allender
|
|
Director
|
/s/ GARY S. BALKEMA
|
|
|
Gary S. Balkema
|
|
Director
|
/s/ NANCY L. GIOIA
|
|
|
Nancy L. Gioia
|
|
Director
|
/s/ CONRAD G. GOODKIND
|
|
|
Conrad G. Goodkind
|
|
Director
|
/s/ FRANK W. HARRIS
|
|
|
Frank W. Harris
|
|
Director
|
/s/ ELIZABETH P. BRUNO
|
|
|
Elizabeth P. (Pungello) Bruno
|
|
Director
|
/s/ BRADLEY C. RICHARDSON
|
|
|
Bradley C. Richardson
|
|
Director
|
/s/ HAROLD L. SIRKIN
|
|
|
Harold L. Sirkin
|
|
Director
|
*
|
Each of the above signatures is affixed as of September 21, 2015.
|
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
|
Percentage of Vested Restricted Stock Units
|
|
|
First anniversary of grant date
|
20%
|
Second anniversary of grant date
|
20%
|
Third anniversary of grant date
|
20%
|
Fourth anniversary of the grant date
|
20%
|
Fifth anniversary of the grant date
|
20%
|
(b)
|
Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”
|
3.
|
Accelerated Vesting
|
(a)
|
Notwithstanding the terms and conditions of Section 2 hereof, in the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to death or Disability, the Restricted Stock Units shall become fully vested.
|
(b)
|
In the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to a Change in Control, the Restricted Stock Units shall become unrestricted and fully vested.
|
(c)
|
In the event of (i) the merger or consolidation of the Corporation with or into another corporation or corporations in which the Corporation is not the surviving corporation, (ii) the adoption of any plan for the dissolution of the Corporation, or (iii) the sale or exchange of all or substantially all the assets of the Corporation for cash or for shares of stock or other securities of another corporation, the Restricted Stock Units shall become fully vested.
|
(d)
|
If the vesting of the Restricted Stock Units would result in any excise tax to the Employee as a result of Section 280G of the Code, the Corporation shall pay the Employee an amount equal to such excise tax.
|
4.
|
No Dividends
|
5.
|
Settlement of Restricted Stock Units
|
6.
|
Transfer Restrictions
|
7.
|
Withholding Taxes
|
8.
|
Death of Employee
|
9.
|
Confidentiality, Non-Solicitation and Non-Compete
|
(a)
|
During Employee's employment with the Corporation and its Affiliates (the "Company"), the Company will provide Employee with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. Employee agrees that all Confidential Information is and shall remain the sole and absolute property of the Company. Upon the termination of Employee's employment with the Company for any reason, Employee shall immediately return to the Company all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. Executive further agrees that, without the written consent of the Chief Executive Officer of the Corporation or, in the case of the Chief Executive Officer of the Corporation, without the written approval of the Board of Directors of the Corporation, Employee will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of the Company, other than in connection with the authorized activities conducted in the course of Employee's employment with the Company. Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. For purposes of this Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation,
|
(i)
|
information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;
|
(ii)
|
inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;
|
(iii)
|
the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;
|
(iv)
|
the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and
|
(v)
|
other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.
|
(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
|
(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 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
|
Percentage of Vested Restricted Stock Units
|
|
|
First anniversary of grant date
|
10%
|
Second anniversary of grant date
|
20%
|
Third anniversary of grant date
|
30%
|
Fourth anniversary of the grant date
|
40%
|
(b)
|
Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”
|
3.
|
Accelerated Vesting
|
(a)
|
Notwithstanding the terms and conditions of Section 2 hereof, in the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to death or Disability, the Restricted Stock Units shall become fully vested.
|
(b)
|
In the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to a Change in Control, the Restricted Stock Units shall become unrestricted and fully vested.
|
(c)
|
In the event of (i) the merger or consolidation of the Corporation with or into another corporation or corporations in which the Corporation is not the surviving corporation, (ii) the adoption of any plan for the dissolution of the Corporation, or (iii) the sale or exchange of all or substantially all the assets of the Corporation for cash or for shares of stock or other securities of another corporation, the Restricted Stock Units shall become fully vested.
|
(d)
|
If the vesting of the Restricted Stock Units would result in any excise tax to the Employee as a result of Section 280G of the Code, the Corporation shall pay the Employee an amount equal to such excise tax.
|
4.
|
No Dividends
|
5.
|
Settlement of Restricted Stock Units
|
6.
|
Transfer Restrictions
|
7.
|
Withholding Taxes
|
8.
|
Death of Employee
|
9.
|
Confidentiality, Non-Solicitation and Non-Compete
|
(a)
|
During Employee's employment with the Corporation and its Affiliates (the "Company"), the Company will provide Employee with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. Employee agrees that all Confidential Information is and shall remain the sole and absolute property of the Company. Upon the termination of Employee's employment with the Company for any reason, Employee shall immediately return to the Company all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. Executive further agrees that, without the written consent of the Chief Executive Officer of the Corporation or, in the case of the Chief Executive Officer of the Corporation, without the written approval of the Board of Directors of the Corporation, Employee will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of the Company, other than in connection with the authorized activities conducted in the course of Employee's employment with the Company. Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. For purposes of this Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation,
|
(i)
|
information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;
|
(ii)
|
inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;
|
(iii)
|
the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;
|
(iv)
|
the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and
|
(v)
|
other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.
|
(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
|
(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
|
If to the Executive:
|
Aaron Pearce 4906 South Lake Road Colgate, WI 53017-9111
|
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
|
(c)
|
is terminated as a result of the disability of the Employee (a disability means that the Employee is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of Employee’s job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Employee shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; or
|
(d)
|
is terminated as a result of the Employee’s retirement after age 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 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 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 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 Vested Restricted Stock Units
|
|
|
First anniversary of grant date
|
33-1/3%
|
Second anniversary of grant date
|
66-2/3%
|
Third anniversary of grant date
|
100%
|
(b)
|
Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”
|
3.
|
Accelerated Vesting
|
(a)
|
Notwithstanding the terms and conditions of Section 2 hereof, in the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to death or Disability, the Restricted Stock Units shall become fully vested.
|
(b)
|
In the event of the termination of the Employee’s employment with the Corporation (and any Affiliate) prior to the end of the Restricted Period due to a Change in Control, the Restricted Stock Units shall become unrestricted and fully vested.
|
(c)
|
In the event of (i) the merger or consolidation of the Corporation with or into another corporation or corporations in which the Corporation is not the surviving corporation, (ii) the adoption of any plan for the dissolution of the Corporation, or (iii) the sale or exchange of all or substantially all the assets of the Corporation for cash or for shares of stock or other securities of another corporation, the Restricted Stock Units shall become fully vested.
|
(d)
|
If the vesting of the Restricted Stock Units would result in any excise tax to the Employee as a result of Section 280G of the Code, the Corporation shall pay the Employee an amount equal to such excise tax.
|
4.
|
No Dividends
|
5.
|
Settlement of Restricted Stock Units
|
6.
|
Transfer Restrictions
|
7.
|
Withholding Taxes
|
8.
|
Death of Employee
|
9.
|
Confidentiality, Non-Solicitation and Non-Compete
|
(a)
|
During Employee's employment with the Corporation and its Affiliates (the "Company"), the Company will provide Employee with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. Employee agrees that all Confidential Information is and shall remain the sole and absolute property of the Company. Upon the termination of Employee's employment with the Company for any reason, Employee shall immediately return to the Company all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. Executive further agrees that, without the written consent of the Chief Executive Officer of the Corporation or, in the case of the Chief Executive Officer of the Corporation, without the written approval of the Board of Directors of the Corporation, Employee will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of the Company, other than in connection with the authorized activities conducted in the course of Employee's employment with the Company. Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. For purposes of this Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company, including without limitation,
|
(i)
|
information relating to the Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information;
|
(ii)
|
inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the Company;
|
(iii)
|
the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development;
|
(iv)
|
the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and
|
(v)
|
other confidential and proprietary information or documents relating to the Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or documents which the Company reasonably regards as being confidential.
|
(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
|
(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
|
|
|
State (Country)
|
|
Percentage of Voting
|
Name of Company
|
|
Of Incorporation
|
|
Securities Owned
|
Brady Corporation
|
|
Wisconsin
|
|
Parent
|
Tricor Direct, Inc.
|
|
Delaware
|
|
100%
|
Doing Business As:
|
|
|
|
|
Seton
|
|
|
|
|
Seton Name Plate Company
|
|
|
|
|
D&G Sign and Label
|
|
|
|
|
Seton Identification Products
|
|
|
|
|
Emedco
|
|
|
|
|
Champion America
|
|
|
|
|
DAWG, Inc.
|
|
|
|
|
Worldmark of Wisconsin Inc.
|
|
Delaware
|
|
100%
|
AIO Acquisition Inc.
|
|
Delaware
|
|
100%
|
Doing Business As:
|
|
|
|
|
All-In-One Products
|
|
|
|
|
Personnel Concepts
|
|
|
|
|
Personnel Concepts Limited
|
|
|
|
|
Personnel Concepts Ltd.
|
|
|
|
|
PC Limited
|
|
|
|
|
USA Printing & Mailing
|
|
|
|
|
Dual Core LLC
|
|
Wisconsin
|
|
100%
|
Doing Business As:
|
|
|
|
|
Identicard Systems Worldwide
|
|
|
|
|
Brady People ID
|
|
|
|
|
JAM Plastics
|
|
|
|
|
PromoVision Palomino
|
|
|
|
|
Temtec
|
|
|
|
|
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
|
|
|
|
|
TimeMed Labeling Systems
|
|
|
|
|
PDMX LLC
|
|
California
|
|
100%
|
Precision Dynamics International, Inc.
|
|
California
|
|
100%
|
Brady Australia Holdings Pty. Ltd.
|
|
Australia
|
|
100%
|
Brady Australia Pty. Ltd.
|
|
Australia
|
|
100%
|
Doing Business As:
|
|
|
|
|
Scafftag Australia
|
|
|
|
|
Seton Australia
|
|
|
|
|
Trafalgar First Aid
|
|
|
|
|
Visisign
|
|
|
|
|
Accidental Health & Safety Pty. Ltd.
|
|
Australia
|
|
100%
|
Carroll Australasia 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%
|
W.H.B. do Brasil Ltda.
|
|
Brazil
|
|
100%
|
BRC Financial
|
|
Canada
|
|
100%
|
W.H.B. Identification Solutions Inc.
|
|
Canada
|
|
100%
|
Doing Business As:
|
|
|
|
|
Brady
|
|
|
|
|
IDenticard
|
|
|
|
|
IDenticam Systems
|
|
|
|
|
IDenticard Systems
|
|
|
|
|
Seton
|
|
|
|
|
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 (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
|
|
|
|
|
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 Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
100%
|
PDC Brazeletesy Productos 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 21, 2015
|
|
|
|
/s/ J. MICHAEL NAUMAN
|
|
J. Michael Nauman
|
|
President and Chief Executive Officer
|
|
Date: September 21, 2015
|
|
|
|
/s/ AARON J. PEARCE
|
|
Aaron J. Pearce
|
|
Senior Vice President, Chief Financial Officer and Chief Accounting Officer
|
|
Date: September 21, 2015
|
|
|
|
/s/ J. MICHAEL NAUMAN
|
|
J. Michael Nauman
|
|
President and Chief Executive Officer
|
|
Date: September 21, 2015
|
|
|
|
/s/ AARON J. PEARCE
|
|
Aaron J. Pearce
|
|
Senior Vice President, Chief Financial Officer and Chief Accounting Officer
|
|