|
|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
Wisconsin
|
|
39-0178960
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
6555 West Good Hope Road, Milwaukee, Wisconsin
|
|
53223
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
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Non-accelerated filer
|
|
¨
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|
Smaller reporting company
|
|
¨
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Page
|
|
April 30, 2016
|
|
July 31, 2015
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
141,596
|
|
|
$
|
114,492
|
|
Accounts receivable—net
|
153,289
|
|
|
157,386
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
63,105
|
|
|
66,700
|
|
||
Work-in-process
|
17,145
|
|
|
16,958
|
|
||
Raw materials and supplies
|
20,317
|
|
|
20,849
|
|
||
Total inventories
|
100,567
|
|
|
104,507
|
|
||
Prepaid expenses and other current assets
|
33,981
|
|
|
32,197
|
|
||
Total current assets
|
429,433
|
|
|
408,582
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
436,191
|
|
|
433,199
|
|
||
Other intangible assets
|
62,260
|
|
|
68,888
|
|
||
Deferred income taxes
|
16,465
|
|
|
22,310
|
|
||
Other
|
17,157
|
|
|
18,704
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Land
|
5,258
|
|
|
5,284
|
|
||
Buildings and improvements
|
94,155
|
|
|
94,423
|
|
||
Machinery and equipment
|
262,992
|
|
|
270,086
|
|
||
Construction in progress
|
2,025
|
|
|
2,164
|
|
||
|
364,430
|
|
|
371,957
|
|
||
Less accumulated depreciation
|
264,661
|
|
|
260,743
|
|
||
Property, plant and equipment—net
|
99,769
|
|
|
111,214
|
|
||
Total
|
$
|
1,061,275
|
|
|
$
|
1,062,897
|
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
6,230
|
|
|
$
|
10,411
|
|
Accounts payable
|
64,428
|
|
|
73,020
|
|
||
Wages and amounts withheld from employees
|
40,987
|
|
|
30,282
|
|
||
Taxes, other than income taxes
|
7,817
|
|
|
7,250
|
|
||
Accrued income taxes
|
4,991
|
|
|
7,576
|
|
||
Other current liabilities
|
39,329
|
|
|
38,194
|
|
||
Current maturities on long-term debt
|
—
|
|
|
42,514
|
|
||
Total current liabilities
|
163,782
|
|
|
209,247
|
|
||
Long-term obligations, less current maturities
|
236,310
|
|
|
200,774
|
|
||
Other liabilities
|
65,843
|
|
|
65,188
|
|
||
Total liabilities
|
465,935
|
|
|
475,209
|
|
||
Stockholders’ investment:
|
|
|
|
||||
Class A nonvoting common stock—Issued 51,261,487 and 51,261,487 shares, respectively and outstanding 46,723,474 and 47,781,184 shares, respectively
|
513
|
|
|
513
|
|
||
Class B voting common stock—Issued and outstanding, 3,538,628 shares
|
35
|
|
|
35
|
|
||
Additional paid-in capital
|
316,373
|
|
|
314,403
|
|
||
Earnings retained in the business
|
438,441
|
|
|
414,069
|
|
||
Treasury stock—4,538,013 and 3,480,303 shares, respectively of Class A nonvoting common stock, at cost
|
(114,012
|
)
|
|
(93,234
|
)
|
||
Accumulated other comprehensive loss
|
(42,396
|
)
|
|
(45,034
|
)
|
||
Other
|
(3,614
|
)
|
|
(3,064
|
)
|
||
Total stockholders’ investment
|
595,340
|
|
|
587,688
|
|
||
Total
|
$
|
1,061,275
|
|
|
$
|
1,062,897
|
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
286,816
|
|
|
$
|
290,227
|
|
|
$
|
838,519
|
|
|
$
|
883,095
|
|
Cost of products sold
|
141,373
|
|
|
149,228
|
|
|
420,835
|
|
|
453,732
|
|
||||
Gross margin
|
145,443
|
|
|
140,999
|
|
|
417,684
|
|
|
429,363
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
8,865
|
|
|
8,928
|
|
|
26,531
|
|
|
27,507
|
|
||||
Selling, general and administrative
|
105,794
|
|
|
102,952
|
|
|
306,678
|
|
|
319,796
|
|
||||
Restructuring charges
|
—
|
|
|
4,834
|
|
|
—
|
|
|
13,991
|
|
||||
Total operating expenses
|
114,659
|
|
|
116,714
|
|
|
333,209
|
|
|
361,294
|
|
||||
Operating income
|
30,784
|
|
|
24,285
|
|
|
84,475
|
|
|
68,069
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Investment and other income (expense)
|
721
|
|
|
434
|
|
|
(1,030
|
)
|
|
968
|
|
||||
Interest expense
|
(1,838
|
)
|
|
(2,503
|
)
|
|
(6,119
|
)
|
|
(8,394
|
)
|
||||
Earnings from continuing operations before income taxes
|
29,667
|
|
|
22,216
|
|
|
77,326
|
|
|
60,643
|
|
||||
Income tax expense
|
8,686
|
|
|
5,003
|
|
|
22,352
|
|
|
16,347
|
|
||||
Earnings from continuing operations
|
$
|
20,981
|
|
|
$
|
17,213
|
|
|
$
|
54,974
|
|
|
$
|
44,296
|
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,915
|
)
|
||||
Net earnings
|
$
|
20,981
|
|
|
$
|
17,213
|
|
|
$
|
54,974
|
|
|
$
|
42,381
|
|
Earnings from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.09
|
|
|
$
|
0.86
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.08
|
|
|
$
|
0.86
|
|
Earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.07
|
|
|
$
|
0.85
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.07
|
|
|
$
|
0.85
|
|
Loss from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Loss from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Net earnings per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.09
|
|
|
$
|
0.83
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.08
|
|
|
$
|
0.83
|
|
Dividends
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.61
|
|
|
$
|
0.60
|
|
Net earnings per Class B Voting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.07
|
|
|
$
|
0.81
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.07
|
|
|
$
|
0.81
|
|
Dividends
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.59
|
|
|
$
|
0.58
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
50,251
|
|
|
51,301
|
|
|
50,602
|
|
|
51,275
|
|
||||
Diluted
|
50,505
|
|
|
51,450
|
|
|
50,747
|
|
|
51,370
|
|
|
|||||||||||||||
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net earnings
|
$
|
20,981
|
|
|
$
|
17,213
|
|
|
$
|
54,974
|
|
|
$
|
42,381
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Net gain (loss) recognized in other comprehensive loss
|
24,889
|
|
|
930
|
|
|
10,943
|
|
|
(70,191
|
)
|
||||
Reclassification adjustment for gains included in net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,697
|
)
|
||||
|
24,889
|
|
|
930
|
|
|
10,943
|
|
|
(104,888
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net investment hedge translation adjustments
|
(3,733
|
)
|
|
406
|
|
|
(191
|
)
|
|
20,833
|
|
||||
Long-term intercompany loan translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Net (loss) gain recognized in other comprehensive loss
|
(2,321
|
)
|
|
(801
|
)
|
|
(6,141
|
)
|
|
82
|
|
||||
Reclassification adjustment for gains included in net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
||||
|
(2,321
|
)
|
|
(801
|
)
|
|
(6,141
|
)
|
|
(311
|
)
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Net (loss) gain recognized in other comprehensive loss
|
(167
|
)
|
|
(455
|
)
|
|
(729
|
)
|
|
1,386
|
|
||||
Reclassification adjustment for losses (gains) included in net earnings
|
169
|
|
|
(457
|
)
|
|
(174
|
)
|
|
(552
|
)
|
||||
|
2
|
|
|
(912
|
)
|
|
(903
|
)
|
|
834
|
|
||||
Pension and other post-retirement benefits:
|
|
|
|
|
|
|
|
||||||||
Net (loss) gain recognized in other comprehensive income
|
(2
|
)
|
|
1,644
|
|
|
(2
|
)
|
|
1,498
|
|
||||
Reclassification adjustment for plan curtailment gain included in net earnings
|
—
|
|
|
(1,741
|
)
|
|
—
|
|
|
(1,741
|
)
|
||||
Actuarial gain amortization
|
(161
|
)
|
|
(106
|
)
|
|
(484
|
)
|
|
(428
|
)
|
||||
Prior service credit amortization
|
—
|
|
|
(40
|
)
|
|
(1,035
|
)
|
|
(162
|
)
|
||||
|
(163
|
)
|
|
(243
|
)
|
|
(1,521
|
)
|
|
(833
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), before tax
|
18,674
|
|
|
(620
|
)
|
|
2,187
|
|
|
(84,365
|
)
|
||||
Income tax benefit (expense) related to items of other comprehensive income (loss)
|
1,313
|
|
|
250
|
|
|
478
|
|
|
(7,730
|
)
|
||||
Other comprehensive income (loss), net of tax
|
19,987
|
|
|
(370
|
)
|
|
2,665
|
|
|
(92,095
|
)
|
||||
Comprehensive income (loss)
|
$
|
40,968
|
|
|
$
|
16,843
|
|
|
$
|
57,639
|
|
|
$
|
(49,714
|
)
|
|
Nine months ended April 30,
|
||||||
|
(Unaudited)
|
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net earnings
|
$
|
54,974
|
|
|
$
|
42,381
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
24,896
|
|
|
28,511
|
|
||
Non-cash portion of stock-based compensation expense
|
6,247
|
|
|
3,556
|
|
||
Non-cash portion of restructuring charges
|
—
|
|
|
3,545
|
|
||
Loss on sale of business, net
|
—
|
|
|
426
|
|
||
Deferred income taxes
|
3,169
|
|
|
(4,533
|
)
|
||
Changes in operating assets and liabilities (net of effects of business acquisitions/divestitures):
|
|
|
|
||||
Accounts receivable
|
4,679
|
|
|
(797
|
)
|
||
Inventories
|
4,556
|
|
|
(8,385
|
)
|
||
Prepaid expenses and other assets
|
(734
|
)
|
|
201
|
|
||
Accounts payable and other liabilities
|
3,432
|
|
|
(8,399
|
)
|
||
Income taxes
|
(2,669
|
)
|
|
(3,766
|
)
|
||
Net cash provided by operating activities
|
98,550
|
|
|
52,740
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(7,468
|
)
|
|
(23,545
|
)
|
||
Sale of business, net of cash retained
|
—
|
|
|
6,111
|
|
||
Other
|
1,987
|
|
|
3,927
|
|
||
Net cash used in investing activities
|
(5,481
|
)
|
|
(13,507
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payment of dividends
|
(30,603
|
)
|
|
(30,712
|
)
|
||
Proceeds from issuance of common stock
|
663
|
|
|
1,591
|
|
||
Purchases of treasury stock
|
(23,552
|
)
|
|
—
|
|
||
Proceeds from borrowing on credit facilities
|
28,819
|
|
|
64,638
|
|
||
Principal payments on debt
|
(42,514
|
)
|
|
(42,514
|
)
|
||
Debt issuance costs
|
(803
|
)
|
|
—
|
|
||
Income tax on equity-based compensation, and other
|
(1,238
|
)
|
|
(3,832
|
)
|
||
Net cash used in financing activities
|
(69,228
|
)
|
|
(10,829
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
3,263
|
|
|
(9,770
|
)
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
27,104
|
|
|
18,634
|
|
||
Cash and cash equivalents, beginning of period
|
114,492
|
|
|
81,834
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
141,596
|
|
|
$
|
100,468
|
|
|
IDS
|
|
WPS
|
|
Total
|
||||||
Balance as of July 31, 2015
|
$
|
382,786
|
|
|
$
|
50,413
|
|
|
$
|
433,199
|
|
Translation adjustments
|
4,128
|
|
|
(1,136
|
)
|
|
$
|
2,992
|
|
||
Balance as of April 30, 2016
|
$
|
386,914
|
|
|
$
|
49,277
|
|
|
$
|
436,191
|
|
|
April 30, 2016
|
|
July 31, 2015
|
||||||||||||||||||||||||
|
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
|
|
$
|
12,218
|
|
|
$
|
(10,989
|
)
|
|
$
|
1,229
|
|
|
5
|
|
$
|
12,073
|
|
|
$
|
(10,641
|
)
|
|
$
|
1,432
|
|
Trademarks and other
|
5
|
|
14,459
|
|
|
(13,713
|
)
|
|
746
|
|
|
5
|
|
14,375
|
|
|
(12,471
|
)
|
|
1,904
|
|
||||||
Customer relationships
|
7
|
|
137,520
|
|
|
(100,621
|
)
|
|
36,899
|
|
|
7
|
|
136,693
|
|
|
(94,537
|
)
|
|
42,156
|
|
||||||
Non-compete agreements and other
|
4
|
|
9,184
|
|
|
(9,168
|
)
|
|
16
|
|
|
4
|
|
9,076
|
|
|
(9,032
|
)
|
|
44
|
|
||||||
Unamortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
N/A
|
|
23,370
|
|
|
—
|
|
|
23,370
|
|
|
N/A
|
|
23,352
|
|
|
—
|
|
|
23,352
|
|
||||||
Total
|
|
|
$
|
196,751
|
|
|
$
|
(134,491
|
)
|
|
$
|
62,260
|
|
|
|
|
$
|
195,569
|
|
|
$
|
(126,681
|
)
|
|
$
|
68,888
|
|
|
Unrealized (loss) gain on cash flow hedges
|
|
Unamortized gain on post-retirement plans
|
|
Foreign currency translation adjustments
|
|
Accumulated other comprehensive loss
|
||||||||
Beginning balance, July 31, 2015
|
$
|
9
|
|
|
$
|
3,438
|
|
|
$
|
(48,481
|
)
|
|
$
|
(45,034
|
)
|
Other comprehensive (loss) income before reclassification
|
(368
|
)
|
|
(2
|
)
|
|
4,634
|
|
|
4,264
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
(106
|
)
|
|
(1,520
|
)
|
|
—
|
|
|
(1,626
|
)
|
||||
Ending balance, April 30, 2016
|
$
|
(465
|
)
|
|
$
|
1,916
|
|
|
$
|
(43,847
|
)
|
|
$
|
(42,396
|
)
|
|
Unrealized gain (loss) on cash flow hedges
|
|
Unamortized gain on post-retirement plans
|
|
Foreign currency translation adjustments
|
|
Accumulated other comprehensive income (loss)
|
||||||||
Beginning balance, July 31, 2014
|
$
|
(12
|
)
|
|
$
|
4,854
|
|
|
$
|
59,314
|
|
|
$
|
64,156
|
|
Other comprehensive income (loss) before reclassification
|
927
|
|
|
1,639
|
|
|
(57,296
|
)
|
|
(54,730
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(337
|
)
|
|
(2,331
|
)
|
|
(34,697
|
)
|
|
(37,365
|
)
|
||||
Ending balance, April 30, 2015
|
$
|
578
|
|
|
$
|
4,162
|
|
|
$
|
(32,679
|
)
|
|
$
|
(27,939
|
)
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income tax benefit (expense) related to items of other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net investment hedge translation adjustments
|
$
|
1,456
|
|
|
$
|
(158
|
)
|
|
$
|
75
|
|
|
$
|
(8,125
|
)
|
Long-term intercompany loan settlements
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
489
|
|
||||
Cash flow hedges
|
(126
|
)
|
|
352
|
|
|
428
|
|
|
(245
|
)
|
||||
Pension and other post-retirement benefits
|
25
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Other income tax adjustments and currency translation
|
(42
|
)
|
|
117
|
|
|
(52
|
)
|
|
151
|
|
||||
Income tax benefit (expense) related to items of other comprehensive income (loss)
|
$
|
1,313
|
|
|
$
|
250
|
|
|
$
|
478
|
|
|
$
|
(7,730
|
)
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator: (in thousands)
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
20,981
|
|
|
$
|
17,213
|
|
|
$
|
54,974
|
|
|
$
|
44,296
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Preferential dividends
|
—
|
|
|
—
|
|
|
(783
|
)
|
|
(794
|
)
|
||||
Preferential dividends on dilutive stock options
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Numerator for basic and diluted earnings from continuing operations per Class B Voting Common Share
|
$
|
20,981
|
|
|
$
|
17,213
|
|
|
$
|
54,190
|
|
|
$
|
43,501
|
|
Denominator: (in thousands)
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings from continuing operations per share for both Class A and Class B
|
50,251
|
|
|
51,301
|
|
|
50,602
|
|
|
51,275
|
|
||||
Plus: Effect of dilutive stock options
|
254
|
|
|
149
|
|
|
145
|
|
|
95
|
|
||||
Denominator for diluted earnings from continuing operations per share for both Class A and Class B
|
50,505
|
|
|
51,450
|
|
|
50,747
|
|
|
51,370
|
|
||||
Earnings from continuing operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.09
|
|
|
$
|
0.86
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.08
|
|
|
$
|
0.86
|
|
Earnings from continuing operations per Class B Voting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.07
|
|
|
$
|
0.85
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.07
|
|
|
$
|
0.85
|
|
Loss from discontinued operations per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Loss from discontinued operations per Class B Voting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Net earnings per Class A Nonvoting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.09
|
|
|
$
|
0.83
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.08
|
|
|
$
|
0.83
|
|
Net earnings per Class B Voting Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.34
|
|
|
$
|
1.07
|
|
|
$
|
0.81
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
$
|
1.07
|
|
|
$
|
0.81
|
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales to External Customers
|
|
|
|
|
|
|
|
||||||||
ID Solutions
|
$
|
196,953
|
|
|
$
|
200,786
|
|
|
$
|
578,160
|
|
|
$
|
604,948
|
|
Workplace Safety
|
89,863
|
|
|
89,441
|
|
|
260,359
|
|
|
278,147
|
|
||||
Total Company
|
$
|
286,816
|
|
|
$
|
290,227
|
|
|
$
|
838,519
|
|
|
$
|
883,095
|
|
Segment Profit
|
|
|
|
|
|
|
|
||||||||
ID Solutions
|
$
|
46,445
|
|
|
$
|
41,614
|
|
|
$
|
123,451
|
|
|
$
|
120,800
|
|
Workplace Safety
|
13,759
|
|
|
12,292
|
|
|
43,818
|
|
|
40,607
|
|
||||
Total Company
|
$
|
60,204
|
|
|
$
|
53,906
|
|
|
$
|
167,269
|
|
|
$
|
161,407
|
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total profit from reportable segments
|
$
|
60,204
|
|
|
$
|
53,906
|
|
|
$
|
167,269
|
|
|
$
|
161,407
|
|
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||||
Administrative costs
|
(29,420
|
)
|
|
(24,787
|
)
|
|
(82,794
|
)
|
|
(79,347
|
)
|
||||
Restructuring charges
|
—
|
|
|
(4,834
|
)
|
|
—
|
|
|
(13,991
|
)
|
||||
Investment and other income (expense)
|
721
|
|
|
434
|
|
|
(1,030
|
)
|
|
968
|
|
||||
Interest expense
|
(1,838
|
)
|
|
(2,503
|
)
|
|
(6,119
|
)
|
|
(8,394
|
)
|
||||
Earnings from continuing operations before income taxes
|
$
|
29,667
|
|
|
$
|
22,216
|
|
|
$
|
77,326
|
|
|
$
|
60,643
|
|
|
|
Nine months ended April 30,
|
||||||
Black-Scholes Option Valuation Assumptions
|
|
2016
|
|
2015
|
||||
Expected term (in years)
|
|
6.11
|
|
|
6.06
|
|
||
Expected volatility
|
|
29.95
|
%
|
|
34.05
|
%
|
||
Expected dividend yield
|
|
2.59
|
%
|
|
2.48
|
%
|
||
Risk-free interest rate
|
|
1.64
|
%
|
|
1.91
|
%
|
||
Weighted-average market value of underlying stock at grant date
|
|
$
|
20.02
|
|
|
$
|
22.73
|
|
Weighted-average exercise price
|
|
$
|
20.02
|
|
|
$
|
22.73
|
|
Weighted-average fair value of options granted during the period
|
|
$
|
4.58
|
|
|
$
|
6.12
|
|
Options
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
||||
Outstanding at July 31, 2015
|
|
3,500,951
|
|
$
|
29.64
|
|
|
|
|
|
||
New grants
|
|
881,744
|
|
20.02
|
|
|
|
|
|
|||
Exercised
|
|
(28,782)
|
|
23.04
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(449,029)
|
|
30.90
|
|
|
|
|
|
|||
Outstanding at April 30, 2016
|
|
3,904,884
|
|
$
|
27.37
|
|
|
5.7
|
|
$
|
7,963,025
|
|
Exercisable at April 30, 2016
|
|
2,679,527
|
|
$
|
30.09
|
|
|
4.2
|
|
$
|
1,483,578
|
|
Service-Based RSUs
|
|
Shares
|
|
Weighted
Average
Grant Date Fair Value
|
|||
Outstanding at July 31, 2015
|
|
677,454
|
|
|
$
|
24.72
|
|
New grants
|
|
173,394
|
|
|
20.07
|
|
|
Vested
|
|
(72,164
|
)
|
|
25.12
|
|
|
Forfeited
|
|
(53,214
|
)
|
|
23.77
|
|
|
Outstanding at April 30, 2016
|
|
725,470
|
|
|
$
|
23.64
|
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Components of net periodic postretirement benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2
|
|
|
$
|
40
|
|
|
$
|
6
|
|
|
$
|
203
|
|
Interest cost
|
29
|
|
|
35
|
|
|
86
|
|
|
177
|
|
||||
Amortization of prior service credit
|
—
|
|
|
(40
|
)
|
|
(1,035
|
)
|
|
(202
|
)
|
||||
Amortization of net actuarial gain
|
(161
|
)
|
|
(106
|
)
|
|
(484
|
)
|
|
(540
|
)
|
||||
Curtailment gain
|
—
|
|
|
(4,296
|
)
|
|
—
|
|
|
(4,296
|
)
|
||||
Net periodic postretirement benefit cost
|
$
|
(130
|
)
|
|
$
|
(4,367
|
)
|
|
$
|
(1,427
|
)
|
|
$
|
(4,658
|
)
|
|
Inputs
Considered As
|
|
|
|
|
||||||||
|
Quoted Prices in Active Markets for Identical
Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Fair Values
|
|
Balance Sheet Classifications
|
||||||
April 30, 2016
|
|
|
|
|
|
|
|
||||||
Trading securities
|
$
|
13,567
|
|
|
$
|
—
|
|
|
$
|
13,567
|
|
|
Other assets
|
Foreign exchange contracts
|
—
|
|
|
855
|
|
|
855
|
|
|
Prepaid expenses and other current assets
|
|||
Total Assets
|
$
|
13,567
|
|
|
$
|
855
|
|
|
$
|
14,422
|
|
|
|
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
802
|
|
|
$
|
802
|
|
|
Other current liabilities
|
Total Liabilities
|
$
|
—
|
|
|
$
|
802
|
|
|
$
|
802
|
|
|
|
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
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
April 30, 2016
|
|
July 31, 2015
|
|
April 30, 2016
|
|
July 31, 2015
|
||||||||||||||||
|
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
|
|
$
|
327
|
|
|
Prepaid expenses and other current assets
|
|
$
|
518
|
|
|
Other current liabilities
|
|
$
|
668
|
|
|
Other current liabilities
|
|
$
|
737
|
|
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Long term obligations, less current maturities
|
|
121,705
|
|
|
Long term obligations, less current maturities
|
|
121,514
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
327
|
|
|
|
|
$
|
518
|
|
|
|
|
$
|
122,373
|
|
|
|
|
$
|
122,251
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
528
|
|
|
Prepaid expenses and other current assets
|
|
$
|
168
|
|
|
Other current liabilities
|
|
$
|
134
|
|
|
Other current liabilities
|
|
$
|
543
|
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
528
|
|
|
|
|
$
|
168
|
|
|
|
|
$
|
134
|
|
|
|
|
$
|
543
|
|
|
|
Nine months ended April 30, 2015
|
||
Net sales
|
|
$
|
—
|
|
Loss from operations of discontinued businesses
|
|
(1,201
|
)
|
|
Income tax expense
|
|
(288
|
)
|
|
Loss on sale of discontinued operations
|
|
(487
|
)
|
|
Income tax benefit on sale of discontinued operations
|
|
61
|
|
|
Loss from discontinued operations, net of income tax
|
|
$
|
(1,915
|
)
|
•
|
Driving operational efficiency within our manufacturing facilities and throughout the organization to improve profitability.
|
•
|
Focusing on operational excellence and providing the Company's customers with the highest level of customer service.
|
•
|
Enhancing our innovation development process to deliver high-value, innovative products that align with the Company's target markets.
|
•
|
Performing comprehensive product reviews to optimize the Company's product offerings.
|
•
|
Expanding our digital presence with a heightened focus on mobile technologies.
|
•
|
Growing through focused sales and marketing efforts in selected vertical markets and strategic accounts.
|
•
|
Enhancing our global employee development process to attract and retain key talent.
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||||||||||||||
(Dollars in thousands)
|
2016
|
|
% Sales
|
|
2015
|
|
% Sales
|
|
2016
|
|
% Sales
|
|
2015
|
|
% Sales
|
||||||||||||
Net Sales
|
$
|
286,816
|
|
|
|
|
$
|
290,227
|
|
|
|
|
$
|
838,519
|
|
|
|
|
$
|
883,095
|
|
|
|
||||
Gross Margin
|
145,443
|
|
|
50.7
|
%
|
|
140,999
|
|
|
48.6
|
%
|
|
417,684
|
|
|
49.8
|
%
|
|
429,363
|
|
|
48.6
|
%
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and Development
|
8,865
|
|
|
3.1
|
%
|
|
8,928
|
|
|
3.1
|
%
|
|
26,531
|
|
|
3.2
|
%
|
|
27,507
|
|
|
3.1
|
%
|
||||
Selling, General and Administrative
|
105,794
|
|
|
36.9
|
%
|
|
102,952
|
|
|
35.5
|
%
|
|
306,678
|
|
|
36.6
|
%
|
|
319,796
|
|
|
36.2
|
%
|
||||
Restructuring charges
|
—
|
|
|
—
|
%
|
|
4,834
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
%
|
|
13,991
|
|
|
1.6
|
%
|
||||
Total operating expenses
|
114,659
|
|
|
40.0
|
%
|
|
116,714
|
|
|
40.2
|
%
|
|
333,209
|
|
|
39.7
|
%
|
|
361,294
|
|
|
40.9
|
%
|
||||
Operating Income
|
$
|
30,784
|
|
|
10.7
|
%
|
|
$
|
24,285
|
|
|
8.4
|
%
|
|
$
|
84,475
|
|
|
10.1
|
%
|
|
$
|
68,069
|
|
|
7.7
|
%
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||||||||||||||
(Dollars in thousands)
|
2016
|
|
% Sales
|
|
2015
|
|
% Sales
|
|
2016
|
|
% Sales
|
|
2015
|
|
% Sales
|
||||||||||||
Operating income
|
$
|
30,784
|
|
|
10.7
|
%
|
|
$
|
24,285
|
|
|
8.4
|
%
|
|
$
|
84,475
|
|
|
10.1
|
%
|
|
$
|
68,069
|
|
|
7.7
|
%
|
Other income and (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment and other (expense) income
|
721
|
|
|
0.3
|
%
|
|
434
|
|
|
0.1
|
%
|
|
(1,030
|
)
|
|
(0.1
|
)%
|
|
968
|
|
|
0.1
|
%
|
||||
Interest expense
|
(1,838
|
)
|
|
(0.6
|
)%
|
|
(2,503
|
)
|
|
(0.9
|
)%
|
|
(6,119
|
)
|
|
(0.7
|
)%
|
|
(8,394
|
)
|
|
(1.0
|
)%
|
||||
Earnings from continuing operations before income tax
|
29,667
|
|
|
10.3
|
%
|
|
22,216
|
|
|
7.7
|
%
|
|
77,326
|
|
|
9.2
|
%
|
|
60,643
|
|
|
6.9
|
%
|
||||
Income tax expense
|
8,686
|
|
|
3.0
|
%
|
|
5,003
|
|
|
1.7
|
%
|
|
22,352
|
|
|
2.7
|
%
|
|
16,347
|
|
|
1.9
|
%
|
||||
Earnings from continuing operations
|
$
|
20,981
|
|
|
7.3
|
%
|
|
$
|
17,213
|
|
|
5.9
|
%
|
|
$
|
54,974
|
|
|
6.6
|
%
|
|
$
|
44,296
|
|
|
5.0
|
%
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(1,915
|
)
|
|
(0.2
|
)%
|
||||
Net earnings
|
$
|
20,981
|
|
|
7.3
|
%
|
|
$
|
17,213
|
|
|
5.9
|
%
|
|
$
|
54,974
|
|
|
6.6
|
%
|
|
$
|
42,381
|
|
|
4.8
|
%
|
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
(Dollars in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
SALES TO EXTERNAL CUSTOMERS
|
|
|
|
|
|
|
|
||||||||
ID Solutions
|
$
|
196,953
|
|
|
$
|
200,786
|
|
|
$
|
578,160
|
|
|
$
|
604,948
|
|
Workplace Safety
|
89,863
|
|
|
89,441
|
|
|
260,359
|
|
|
278,147
|
|
||||
Total
|
$
|
286,816
|
|
|
$
|
290,227
|
|
|
$
|
838,519
|
|
|
$
|
883,095
|
|
SALES GROWTH INFORMATION
|
|
|
|
|
|
|
|
||||||||
ID Solutions
|
|
|
|
|
|
|
|
||||||||
Organic
|
(0.8
|
)%
|
|
3.0
|
%
|
|
(0.9
|
)%
|
|
2.4
|
%
|
||||
Currency
|
(1.1
|
)%
|
|
(5.7
|
)%
|
|
(3.5
|
)%
|
|
(3.3
|
)%
|
||||
Total
|
(1.9
|
)%
|
|
(2.7
|
)%
|
|
(4.4
|
)%
|
|
(0.9
|
)%
|
||||
Workplace Safety
|
|
|
|
|
|
|
|
||||||||
Organic
|
1.2
|
%
|
|
(1.1
|
)%
|
|
(0.2
|
)%
|
|
0.6
|
%
|
||||
Currency
|
(0.7
|
)%
|
|
(12.2
|
)%
|
|
(6.2
|
)%
|
|
(7.1
|
)%
|
||||
Total
|
0.5
|
%
|
|
(13.3
|
)%
|
|
(6.4
|
)%
|
|
(6.5
|
)%
|
||||
Total Company
|
|
|
|
|
|
|
|
||||||||
Organic
|
(0.1
|
)%
|
|
1.7
|
%
|
|
(0.7
|
)%
|
|
1.8
|
%
|
||||
Currency
|
(1.1
|
)%
|
|
(8.0
|
)%
|
|
(4.3
|
)%
|
|
(4.6
|
)%
|
||||
Total
|
(1.2
|
)%
|
|
(6.3
|
)%
|
|
(5.0
|
)%
|
|
(2.8
|
)%
|
||||
SEGMENT PROFIT
|
|
|
|
|
|
|
|
||||||||
ID Solutions
|
$
|
46,445
|
|
|
$
|
41,614
|
|
|
$
|
123,451
|
|
|
$
|
120,800
|
|
Workplace Safety
|
13,759
|
|
|
12,292
|
|
|
43,818
|
|
|
40,607
|
|
||||
Total
|
$
|
60,204
|
|
|
$
|
53,906
|
|
|
$
|
167,269
|
|
|
$
|
161,407
|
|
SEGMENT PROFIT AS A PERCENT OF SALES
|
|
|
|
|
|
|
|
||||||||
ID Solutions
|
23.6
|
%
|
|
20.7
|
%
|
|
21.4
|
%
|
|
20.0
|
%
|
||||
Workplace Safety
|
15.3
|
%
|
|
13.7
|
%
|
|
16.8
|
%
|
|
14.6
|
%
|
||||
Total
|
21.0
|
%
|
|
18.6
|
%
|
|
19.9
|
%
|
|
18.3
|
%
|
|
|||||||||||||||
|
Three months ended April 30,
|
|
Nine months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total profit from reportable segments
|
$
|
60,204
|
|
|
$
|
53,906
|
|
|
$
|
167,269
|
|
|
$
|
161,407
|
|
Unallocated amounts:
|
|
|
|
|
|
|
|
||||||||
Administrative costs
|
(29,420
|
)
|
|
(24,787
|
)
|
|
(82,794
|
)
|
|
(79,347
|
)
|
||||
Restructuring charges
|
—
|
|
|
(4,834
|
)
|
|
—
|
|
|
(13,991
|
)
|
||||
Investment and other income (expense)
|
721
|
|
|
434
|
|
|
(1,030
|
)
|
|
968
|
|
||||
Interest expense
|
(1,838
|
)
|
|
(2,503
|
)
|
|
(6,119
|
)
|
|
(8,394
|
)
|
||||
Earnings from continuing operations before income taxes
|
$
|
29,667
|
|
|
$
|
22,216
|
|
|
$
|
77,326
|
|
|
$
|
60,643
|
|
|
Nine months ended April 30,
|
||||||
(Dollars in thousands)
|
2016
|
|
2015
|
||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
98,550
|
|
|
$
|
52,740
|
|
Investing activities
|
(5,481
|
)
|
|
(13,507
|
)
|
||
Financing activities
|
(69,228
|
)
|
|
(10,829
|
)
|
||
Effect of exchange rate changes on cash
|
3,263
|
|
|
(9,770
|
)
|
||
Net increase in cash and cash equivalents
|
$
|
27,104
|
|
|
$
|
18,634
|
|
•
|
Implementation of the Workplace Safety strategy;
|
•
|
Brady's ability to develop and successfully market technologically advanced new products;
|
•
|
Technology changes and potential security violations to Brady'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 restructuring plans and maintaining acceptable operational service metrics;
|
•
|
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 the Form 10-K filed with the SEC on September 21, 2015.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price paid per share
|
|
Total Number of Shares Purchased As Part of Publicly Announced Plans
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans
|
|||||
February 1, 2016 - February 29, 2016
|
|
7,418
|
|
|
$
|
20.97
|
|
|
7,418
|
|
|
2,000,000
|
|
March 1, 2016 - March 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
April 1, 2016 - April 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
Total
|
|
7,418
|
|
|
$
|
20.97
|
|
|
7,418
|
|
|
2,000,000
|
|
(a)
|
Exhibits
|
10.1
|
Amended and Restated Restricted Stock Unit Agreement, dated as of February 17, 2016, with Harold L. Sirkin
|
|
|
10.2
|
Amended and Restated Restricted Stock Unit Agreement, dated as of February 17, 2016, with Harold L. Sirkin
|
|
|
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
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|
|
32.1
|
Section 1350 Certification of J. Michael Nauman
|
|
|
32.2
|
Section 1350 Certification of Aaron J. Pearce
|
|
|
101
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Interactive Data File
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BRADY CORPORATION
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Date: May 19, 2016
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/s/ J. MICHAEL NAUMAN
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J. Michael Nauman
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: May 19, 2016
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/s/ AARON J. PEARCE
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Aaron J. Pearce
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Senior Vice President, Chief Financial Officer and Chief Accounting Officer
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(Principal Financial Officer)
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1.
|
Number of Units
|
2.
|
Service Vesting Requirement
|
(a)
|
Vesting
. The Award shall be subject to the following service vesting requirement: the Director must continuously serve as a member of the Board of Directors of the Corporation through February 28, 2017.
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(b)
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Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Director's service as a member of the Board of Directors of the Corporation terminates prior to the satisfaction of the vesting requirement 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.”
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3.
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Accelerated Vesting.
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(a)
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Notwithstanding the terms and conditions of Section 2 hereof, in the event the Director's service as a member of the Board of Directors of the Corporation is terminated prior to the end of the Restricted Period due to death or Disability, the Restricted Stock Units shall become fully vested. For purposes of this Agreement, “Disability” means that the Director is disabled as a result of sickness or injury, such that he is unable satisfactorily to perform the Director's duties as determined by the Board of Directors, on the basis of medical evidence satisfactory to it.
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(b)
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In the event the Director's service as a member of the Board of Directors of the Corporation is terminated prior to the end of the Restricted Period due to a Change in Control, the Restricted Stock Units shall become unrestricted and fully vested.
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(c)
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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.
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(d)
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If the vesting of the Restricted Stock Units would result in any excise tax to the Director as a result of Section 280G of the Code, the Corporation shall pay the Director an amount equal to such excise tax.
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4.
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No Dividends
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5.
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Settlement of Restricted Stock Units.
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6.
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Transfer Restrictions
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7.
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Withholding Taxes
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8.
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Death of Director
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9.
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Clawback
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10.
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Adjustment of Shares
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11.
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Provisions of Plan Controlling
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12.
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Wisconsin Contract
|
13.
|
Severability
|
1.
|
Number of Units
|
2.
|
Service Vesting Requirement
|
(a)
|
Vesting
. The Award shall be subject to the following service vesting requirement: the Director must continuously serve as a member of the Board of Directors of the Corporation through February 28, 2017.
|
(b)
|
Forfeiture of Restricted Stock Units
. Except as provided in Section 3, if the Director's service as a member of the Board of Directors of the Corporation terminates prior to the satisfaction of the vesting requirement 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 the Director's service as a member of the Board of Directors of the Corporation is terminated prior to the end of the Restricted Period due to death or Disability, the Restricted Stock Units shall become fully vested. For purposes of this Agreement, “Disability” means that the Director is disabled as a result of sickness or injury, such that he is unable satisfactorily to perform the Director's duties as determined by the Board of Directors, on the basis of medical evidence satisfactory to it.
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(b)
|
In the event the Director's service as a member of the Board of Directors of the Corporation is terminated 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)
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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.
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(d)
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If the vesting of the Restricted Stock Units would result in any excise tax to the Director as a result of Section 280G of the Code, the Corporation shall pay the Director an amount equal to such excise tax.
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4.
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No Dividends
|
5.
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Settlement of Restricted Stock Units.
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6.
|
Transfer Restrictions
|
7.
|
Withholding Taxes
|
8.
|
Death of Director
|
9.
|
Clawback
|
10.
|
Adjustment of Shares
|
11.
|
Provisions of Plan Controlling
|
12.
|
Wisconsin Contract
|
13.
|
Severability
|
|
|
Date: May 19, 2016
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|
|
|
/s/ J. MICHAEL NAUMAN
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President & Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
Date: May 19, 2016
|
|
|
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/s/ AARON J. PEARCE
|
|
Senior Vice President. Chief Financial Officer and Chief Accounting Officer
|
|
(Principal Financial Officer)
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|
|
|
Date: May 19, 2016
|
|
|
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/s/ J. MICHAEL NAUMAN
|
|
President & Chief Executive Officer
|
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(Principal Executive Officer)
|
|
|
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Date: May 19, 2016
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|
|
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/s/ AARON J. PEARCE
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Senior Vice President. Chief Financial Officer and Chief Accounting Officer
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(Principal Financial Officer)
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