{"links":{"self":"https://clientapi.gcs-web.com/data/33381f6d-8eaa-46ae-8c63-71b3672717c2/filings/14846/html"},"meta":{"executionDate":"2026-07-16T14:57:21","cmsDomain":"https://bradyid.gcs-web.com"},"data":"\n\nForm 8-K\n\n\n\n
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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION\n
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Washington, D.C. 20549\n
\n\n
FORM 8-K\n
\n\n
CURRENT REPORT
\nPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934\n
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Date of Report (Date of earliest event reported): February 17, 2010
\n\n
BRADY CORPORATION\n
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(Exact name of registrant as specified in its charter)
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Wisconsin\n 1-14959\n 39-0971239
     
(State or other jurisdiction
\nof incorporation)\n		 (Commission File Number)\n (IRS Employer Identification No.)
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6555 West Good Hope Road
\nMilwaukee, Wisconsin\n		  
53223
   
(Address of principal executive offices)\n (Zip Code)
\n
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Registrant’s telephone number, including area code: (414) 358-6600
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION\n
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On February 19, 2010, Brady Corporation (the “Corporation”) issued a press release announcing\nits fiscal 2010 second quarter financial results. A copy of the press release is being furnished\nto the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated\nherein by reference.\n
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Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF\nCERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS\n
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(e) Effective February 17, 2010, the Compensation Committee of the Board of Directors of the\nCorporation approved an amendment to the granting agreement under which the Corporation issued\nperformance-based stock options on August 1, 2005. Pursuant to the amendment, the exercise period\nfor the performance-based stock options has been extended to ten years from five years. Also, the\namendment provides that during the extension period, executives may exercise the performance-based\nstock options following a termination only if the termination is as a result of the executive’s\ndeath or disability or qualifies as a retirement. The foregoing summary is qualified in its\nentirety by the text of the form of amendment to the granting agreement, a copy of which is\nattached hereto as Exhibit 10.1 and is incorporated herein by reference. The Corporation’s Chief\nExecutive Officer, Chief Financial Officer, and three of its named executive officers currently\nhave the following exercisable performance-based stock options affected by this amendment: Frank M.\nJaehnert, 60,000 options; Thomas J. Felmer, 30,000 options; Peter C. Sephton, 30,000 options;\nMatthew O. Williamson, 30,000 options; and Allan J. Klotsche, 30,000 options.\n
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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS\n
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(d) Exhibits.\n\n
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The following are filed as Exhibits to this Report.\n
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Exhibit No. Description of Exhibit
 
  
99.1\n
 Press Release of Brady Corporation, dated February 19, 2010, relating to fiscal 2010\nsecond quarter financial results.
 
  
10.1\n
 Form of Amendment, dated February 17, 2010, to granting agreement for performance-based\nstock options issued on August 1, 2005 to Frank M. Jaehnert, Thomas J. Felmer, Peter C.\nSephton, Matthew O. Williamson, and Allan J. Klotsche.
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SIGNATURE\n
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused\nthis report to be signed on its behalf by the undersigned hereunto duly authorized.\n
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 BRADY CORPORATION
\n 		 
Date: February 23, 2010 /s/ Thomas J. Felmer\n  
 Thomas J. Felmer  
 Senior Vice President &
\nChief Financial Officer 		 
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EXHIBIT INDEX\n
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EXHIBIT  
NUMBER DESCRIPTION
99.1\n
 Press Release of Brady Corporation, dated February 19, 2010, relating to fiscal 2010\nsecond quarter financial results.
 
  
10.1\n
 Form of Amendment, dated February 17, 2010, to granting agreement for performance-based\nstock options issued on August 1, 2005 to Frank M. Jaehnert, Thomas J. Felmer, Peter C.\nSephton, Matthew O. Williamson, and Allan J. Klotsche.
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\n\nExhibit 10.1\n\n\n\n\n
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Exhibit 10.1\n
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FORM OF AMENDMENT TO
\n2005 NONQUALIFIED STOCK OPTION AGREEMENT
\nUNDER THE BRADY CORPORATION 2004 OMNIBUS INCENTIVE STOCK PLAN
\n(as amended on February 17, 2010)\n
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The following sets forth an amendment to the August 1, 2005 performance stock option grants\nunder the Brady Corporation 2004 Omnibus Incentive Stock Plan (the “2005 Grants”).\n
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Section 7 of the 2005 Grants is amended to read as follows:\n
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“This Option shall expire five years after the date on which this Option was granted; provided,\nhowever that if Employee continues in employment through August 1, 2010, the Option shall\nthereafter expire upon the earliest of: (a) one year after the date on which the Employee\nterminates employment as a result of death, disability or retirement (all as described in\nSection 3), (b) the date on which the Employee terminates employment for any other reason or (c)\nten years after the date on which this Option was granted.”\n
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\n\nExhibit 99.1\n\n\n\n
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Exhibit 99.1\n
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For More Information:
\nInvestor contact: Aaron Pearce 414-438-6895
\nMedia contact: Carole Herbstreit 414-438-6882\n\n
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Brady Corporation reports fiscal 2010 second quarter results\n
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MILWAUKEE (February 19, 2010)—Brady Corporation (NYSE: BRC), a world leader in identification\nsolutions, reports sales and earnings for its fiscal 2010 second quarter ended January 31, 2010.\n
\n\n
Sales for the quarter were up 11.0 percent to $295.8 million compared to $266.4 million in the\nsecond quarter of fiscal 2009. Organic sales were up 2.9 percent, acquisitions contributed 0.9\npercent to sales, and the impact of foreign currency translation improved sales by 7.2 percent. By\nsegment, organic sales declined 4.3 percent in the Americas, 1.6 percent in Europe and were up 25.7\npercent in the Asia-Pacific region.\n
\n\n
Net income for the quarter was $15.0 million compared to a net loss of $4.2 million in the\nfiscal 2009 second quarter. Excluding restructuring charges, net income in the quarter was up 79.4\npercent from $9.8 million in the fiscal 2009 second quarter to $17.6 million this quarter.\nEarnings per diluted Class A Common share were $0.28 in the quarter compared to a net loss of $0.08\nper share in the fiscal 2009 second quarter. 2010 results include after-tax restructuring charges\nof $2.6 million or $0.05 per diluted share; 2009 results include after-tax restructuring charges of\n$14.0 million or $0.27 per diluted share.\n
\n\n
Sales for the six months ended January 31, 2010 were $614.3 million compared to $644.8 million\nin the same period last year. Net income for the first six months of fiscal 2010 was $36.7 million\ncompared to $33.0 million in the same period in fiscal 2009. For the six-month period, earnings\nper diluted Class A Common share were $0.69 compared to $0.62 in the prior year. Results include\nafter-tax restructuring charges of $5.2 million or $0.10 per diluted share for the six-month period\nended January 31, 2010 and $15.2 million or $0.29 per diluted share for the six month period ended\nJanuary 31, 2009. Excluding the after-tax impact of restructuring charges, six-month earnings per\ndiluted share were $0.79, compared to $0.91 in the first-half of fiscal 2009.\n
\n\n
“I’m encouraged to see our quarterly organic sales improve on a year-over-year basis, fueled\nby growth in our Asia-Pacific business. I’m also pleased with the continued improvement in our\ngross margin. However, we remain cautious about the stability of the global economy and we\ncontinue our vigilance on cost controls while continuing to strategically invest in our future,”\nsaid Frank M. Jaehnert, Brady’s President and Chief Executive Officer.\n
\n\n
“Our cash position remains strong at $206 million, and our balance sheet continues to provide\nus flexibility to take advantage of opportunities for future investments, including new product\ndevelopment, other core growth initiatives and acquisitions,” said Brady Chief Financial Officer,\nThomas J. Felmer. “We are reiterating our guidance range for net income of $85 to $95 million and\nearnings per diluted share of $1.60 to $1.80, excluding pretax restructuring charges of $15 million\nand $0.20 per diluted share.”\n
\n\n
A webcast regarding fiscal 2010 second quarter results will be available at\nwww.investor.bradycorp.com beginning at 9:30 a.m. Central Standard Time today.\n
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Brady Corporation is an international manufacturer and marketer of complete solutions that\nidentify and protect premises, products and people. Its products help customers increase safety,\nsecurity, productivity and performance and include high-performance labels and signs, safety\ndevices, printing systems and software, and precision die-cut materials. Founded in 1914, the\ncompany has more than 500,000 customers in electronics, telecommunications, manufacturing,\nelectrical, construction, education, medical and a variety of other industries. Brady is\nheadquartered in Milwaukee and employs about 7,000 people at operations in the Americas, Europe and\nAsia/Pacific. Brady’s fiscal 2009 sales were approximately $1.2 billion.\n
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More information is available on the Internet at www.bradycorp.com.\n
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Brady believes that certain statements in this news release are “forward-looking statements” within\nthe meaning of the Private Securities Litigation Reform Act of 1995. All statements related to\nfuture, not past, events included in this news release, including, without limitation, statements\nregarding Brady’s future financial position, business strategy, targets, projected sales, costs,\nearnings, capital expenditures, debt levels and cash flows, and plans and objectives of management\nfor future operations are forward-looking statements. When used in this news release, words such as\n“may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or\n“plan” or similar terminology are generally intended to identify forward-looking statements. These\nforward-looking statements by their nature address matters that are, to different degrees,\nuncertain and are subject to risks, assumptions and other factors, some of which are beyond Brady’s\ncontrol, that could cause actual results to differ materially from those expressed or implied by\nsuch forward-looking statements. For Brady, uncertainties arise from the length or severity of the\ncurrent worldwide economic downturn or timing or strength of a subsequent recovery; future\nfinancial performance of major markets Brady serves, which include, without limitation,\ntelecommunications, manufacturing, electrical, construction, laboratory, education, governmental,\npublic utility, computer, transportation; difficulties in making and integrating acquisitions;\nrisks associated with newly acquired businesses; Brady’s ability to develop and successfully market\nnew products; changes in the supply of, or price for, parts and components; increased price\npressure from suppliers and customers; fluctuations in currency rates versus the US dollar;\nunforeseen tax consequences; potential write-offs of Brady’s substantial intangible assets; Brady’s\nability to retain significant contracts and customers; risks associated with international\noperations; Brady’s ability to attract and retain key talent; Brady’s ability to maintain\ncompliance with its debt covenants; technology changes; business interruptions due to implementing\nbusiness systems; environmental, health and safety compliance costs and liabilities; future\ncompetition; interruptions to sources of supply; Brady’s ability to realize cost savings from\noperating initiatives; difficulties associated with exports; risks associated with restructuring\nplans; risks associated with obtaining governmental approvals and maintaining regulatory compliance\nfor new and existing products; and numerous other matters of national, regional and global scale,\nincluding those of a political, economic, business, competitive and regulatory nature contained\nfrom time to time in Brady’s U.S. Securities and Exchange Commission filings, including, but not\nlimited to, those factors listed in the “Risk Factors” section located in Item 1A of Part I of\nBrady’s Form 10-K for the year ended July 31, 2009. These uncertainties may cause Brady’s actual\nfuture results to be materially different than those expressed in its forward-looking statements.\nBrady does not undertake to update its forward-looking statements.\n
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BRADY CORPORATION AND SUBSIDIARIES
\nCONDENSED CONSOLIDATED STATEMENTS OF INCOME\n\n
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(Dollars in Thousands)\n\n
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  (Unaudited) 
  Three Months Ended January 31,  Six Months Ended January 31, 
          Percentage          Percentage 
  2010  2009  Change  2010  2009  Change 
Net sales
 $295,829   266,449   11.0% $614,315   644,766   -4.7%
Cost of products sold
  148,911   140,307   6.1%  309,955   337,478   -8.2%
 
                    
Gross margin
  146,918   126,142   16.5%  304,360   307,288   -1.0%
 
                        
Operating expenses:
                        
Research and development
  10,632   8,503   25.0%  20,241   17,559   15.3%
Selling, general and administrative
  108,735   93,613   16.2%  217,411   207,870   4.6%
Restructuring charge
  3,649   19,408   —   7,250   21,047   — 
 
                    
Total operating expenses
  123,016   121,524   1.2%  244,902   246,476   -0.6%
 
                        
Operating income
  23,902   4,618   417.6%  59,458   60,812   -2.2%
 
                        
Other income and (expense):
                        
Investment and other income (expense)
  1,104   (1,698)  165.0%  1,153   154   648.7%
Interest expense
  (5,163)  (6,314)  18.2%  (10,325)  (12,675)  18.5%
 
                    
 
                        
Income (loss) before income taxes
  19,843   (3,394)  684.6%  50,286   48,291   4.1%
 
                        
Income taxes
  4,842   756   540.5%  13,617   15,331   -11.2%
 
                    
 
                        
Net income (loss)
 $15,001   (4,150)  461.5% $36,669   32,960   11.3%
 
                    
 
                        
Per Class A Nonvoting Common Share:
                        
Basic net income (loss)
 $0.29  $(0.08)  462.5% $0.70  $0.62   12.9%
Diluted net income (loss)
 $0.28  $(0.08)  450.0% $0.69  $0.62   11.3%
Dividends
 $0.175  $0.17   2.9% $0.35  $0.34   2.9%
 
                        
Per Class B Voting Common Share:
                        
Basic net income (loss)
 $0.29  $(0.08)  462.5% $0.68  $0.61   11.5%
Diluted net income (loss)
 $0.28  $(0.08)  450.0% $0.67  $0.60   11.7%
Dividends
 $0.175  $0.17   2.9% $0.33  $0.32   4.1%
 
                        
Weighted average common shares\noutstanding (in Thousands):
                        
Basic
  52,370   52,350       52,354   52,821     
Diluted
  53,096   52,350       53,020   53,144     
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BRADY CORPORATION AND SUBSIDIARIES
\nCONSOLIDATED BALANCE SHEETS\n
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(IN THOUSANDS)\n
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\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n
         
  (Unaudited)  (Unaudited) 
  January 31, 2010  July 31, 2009 
 
        
ASSETS
 
        
Current assets:
        
Cash and cash equivalents
 $205,584  $188,156 
Accounts receivable, less allowance for losses ($8,065 and\n$7,931, respectively)
  203,375   191,189 
Inventories:
        
Finished products
  54,003   53,244 
Work-in-process
  16,729   13,159 
Raw materials and supplies
  26,611   27,405 
 
      
Total inventories
  97,343   93,808 
Prepaid expenses and other current assets
  37,501   36,274 
 
      
 
        
Total current assets
  543,803   509,427 
 
        
Other assets:
        
Goodwill
  767,692   751,173 
Other intangible assets, net
  111,388   115,754 
Deferred income taxes
  38,141   36,374 
Other
  22,783   18,551 
 
        
Property, plant and equipment:
        
Cost:
        
Land
  6,334   6,335 
Buildings and improvements
  99,188   96,968 
Machinery and equipment
  287,434   283,301 
Construction in progress
  11,371   7,869 
 
      
 
  404,327   394,473 
 
        
Less accumulated depreciation
  253,269   242,485 
 
      
 
        
Property, plant and equipment — net
  151,058   151,988 
 
      
 
        
Total
 $1,634,865  $1,583,267 
 
      
 
        
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
 
        
Current liabilities:
        
Accounts payable
 $82,008  $83,793 
Wages and amounts withheld from employees
  50,279   36,313 
Taxes, other than income taxes
  6,818   6,262 
Accrued income taxes
  8,737   5,964 
Other current liabilities
  46,877   45,247 
Current maturities on long-term debt
  44,893   44,893 
 
      
 
        
Total current liabilities
  239,612   222,472 
 
        
Long-term obligations, less current maturities
  346,457   346,457 
 
        
Other liabilities
  66,513   63,246 
 
      
Total liabilities
  652,582   632,175 
 
        
Stockholders’ investment:
        
Common stock:
        
Class A nonvoting common stock — Issued 51,261,487 and 51,261,487\nshares, respectively and outstanding 48,856,512 and 48,780,560\nshares, respectively
  513   513 
Class B voting common stock — Issued and outstanding, 3,538,628 shares
  35   35 
Additional paid-in capital
  302,374   298,466 
Income retained in the business
  691,667   673,342 
Treasury stock — 2,194,975 and 2,270,927 shares, respectively of Class A\nnonvoting common stock, at cost
  (67,504)  (69,823)
Accumulated other comprehensive income
  58,709   53,051 
Other
  (3,511)  (4,492)
 
      
 
        
Total stockholders’ investment
  982,283   951,092 
 
      
 
        
Total
 $1,634,865  $1,583,267 
 
      
\n
\n\n

 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n
BRADY CORPORATION AND SUBSIDIARIES
\nCONSOLIDATED STATEMENTS OF CASH FLOWS
\n(Dollars in Thousands)\n\n
\n
\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n
         
  (Unaudited) 
  Six Months Ended 
  January 31, 
  2010  2009 
Operating activities:
        
Net income
 $36,669  $32,960 
Adjustments to reconcile net income to net cash provided by operating activities:
        
Depreciation and amortization
  27,366   27,193 
Non-cash portion of restructuring charges
  1,420   1,916 
Non-cash portion of stock-based compensation expense
  5,156   4,244 
Deferred income taxes
  (4,398)  515 
Other
  (174)  759 
Changes in operating assets and liabilities (net of effects of business acquisitions):
        
Accounts receivable
  (10,300)  42,156 
Inventories
  (1,891)  (548)
Prepaid expenses and other assets
  (1,585)  (3,648)
Accounts payable and accrued liabilities
  13,229   (64,413)
Income taxes
  2,670   (17,428)
Other liabilities
  (129)  (1,689)
 
      
Net cash provided by operating activities
  68,033   22,017 
 
        
Investing activities:
        
Acquisition of businesses, net of cash acquired
  (20,299)  — 
Purchase price adjustment
  —   3,514 
Payments of contingent consideration
  —   (1,405)
Purchases of property, plant and equipment
  (14,974)  (12,948)
Other
  (570)  1,998 
 
      
Net cash used in investing activities
  (35,843)  (8,841)
 
        
Financing activities:
        
Payment of dividends
  (18,344)  (17,985)
Proceeds from issuance of common stock
  1,672   1,284 
Principal payments on debt
  —   (2)
Purchase of treasury stock
  —   (40,267)
Income tax benefit from the exercise of stock options and deferred\ncompensation distribution
  380   847 
 
      
Net cash used in financing activities
  (16,292)  (56,123)
 
        
Effect of exchange rate changes on cash
  1,530   (30,317)
 
        
Net increase (decrease) in cash and cash equivalents
  17,428   (73,264)
Cash and cash equivalents, beginning of period
  188,156   258,355 
 
      
 
        
Cash and cash equivalents, end of period
 $205,584  $185,091 
 
      
 
        
Supplemental disclosures:
        
Cash paid during the period for:
        
Interest, net of capitalized interest
 $10,313  $12,563 
Income taxes, net of refunds
  10,817   27,384 
Acquisitions:
        
Fair value of assets acquired, net of cash
 $8,829  $— 
Liabilities assumed
  (2,678)  — 
Goodwill
  14,148   — 
 
      
Net cash paid for acquisitions
 $20,299  $— 
 
      
\n
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 \n\n

 \n

\n\n\n

\n

 

\n\n

\n\n
Information by regional segment for the three and six months ended January 31, 2010 and 2009 is as\nfollows:\n
\n
\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n
                         
                  Corporate and    
(in thousands) Americas  Europe  Asia-Pacific  Total Region  Eliminations  Total 
SALES TO EXTERNAL CUSTOMERS
                        
Three months ended:
                        
January 31, 2010
 $121,603  $96,614  $77,612  $295,829   —  $295,829 
January 31, 2009
 $122,970  $87,201  $56,278  $266,449   —  $266,449 
 
                        
Six months ended:
                        
January 31, 2010
 $257,842  $190,949  $165,524  $614,315   —  $614,315 
January 31, 2009
 $283,886  $195,416  $165,464  $644,766   —  $644,766 
 
                        
SALES GROWTH INFORMATION
                        
Three months ended January 31, 2010:
                        
Base
  -4.3%  -1.6%  25.7%  2.9%  —   2.9%
Currency
  2.6%  10.4%  12.2%  7.2%  —   7.2%
Acquisitions
  0.6%  2.0%  0.0%  0.9%  —   0.9%
 
                  
Total
  -1.1%  10.8%  37.9%  11.0%  —   11.0%
 
                        
Six months ended January 31, 2010:
                        
Base
  -10.5%  -7.5%  -4.7%  -8.1%  —   -8.1%
Currency
  1.1%  4.2%  4.7%  3.0%  —   3.0%
Acquisitions
  0.2%  1.0%  0.0%  0.4%  —   0.4%
 
                  
Total
  -9.2%  -2.3%  0.0%  -4.7%  —   -4.7%
 
                        
SEGMENT PROFIT
                        
Three months ended:
                        
January 31, 2010
 $23,546  $25,947  $10,687  $60,180   ($3,683) $56,497 
January 31, 2009
 $22,041  $22,945  $4,122  $49,108   ($2,607) $46,501 
Percentage increase (decrease)
  6.8%  13.1%  159.3%  22.5%  41.3%  21.5%
 
                        
Six months ended:
                        
January 31, 2010
 $56,347  $50,809  $25,814  $132,970   ($6,603) $126,367 
January 31, 2009
 $57,564  $54,084  $26,523  $138,171   ($4,914) $133,257 
Percentage increase (decrease)
  -2.1%  -6.1%  -2.7%  -3.8%  34.4%  -5.2%
\n
\n\n\n
NET INCOME (LOSS) RECONCILIATION (in thousands)\n
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  Three months ended:  Six months ended: 
  January 31, 2010  January 31, 2009  January 31, 2010  January 31, 2009 
Total profit for reportable segments
 $60,180  $49,108  $132,970  $138,171 
Corporate and eliminations
  (3,683)  (2,607)  ($6,603)  (4,914)
Unallocated amounts:
                
Administrative costs
  (28,946)  (22,475)  (59,659)  (51,398)
Restructuring charge
  (3,649)  (19,408)  (7,250)  (21,047)
Investment and other income (expense)
  1,104   (1,698)  1,153   154 
Interest expense
  (5,163)  (6,314)  (10,325)  (12,675)
 
            
Income (loss) before income taxes
  19,843   (3,394)  50,286   48,291 
Income taxes
  (4,842)  (756)  (13,617)  (15,331)
 
            
Net income (loss)
 $15,001  $(4,150) $36,669  $32,960 
 
            
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RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
\n(in thousands)\n
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  Fiscal 2010 
  Q1  Q2  Q3  Q4  Total 
EBITDA (1)
                    
Net income
 $21,668  $15,001          $36,669 
Interest expense
  5,162   5,163           10,325 
Income taxes
  8,775   4,842           13,617 
Depreciation and\namortization
  13,817   13,549           27,366 
 
               
EBITDA (non-GAAP measure)
 $49,422  $38,555  $—  $—  $87,977 
 
               
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  Fiscal 2009 
  Q1  Q2  Q3  Q4  Total 
EBITDA (1)
                    
Net income (loss)
 $37,110  $(4,150)         $32,960 
Interest expense
  6,361   6,314           12,675 
Income taxes
  14,575   756           15,331 
Depreciation and\namortization
  13,712   13,481           27,193 
 
               
EBITDA (non-GAAP measure)
 $71,758  $16,401  $—  $—  $88,159 
 
               
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(1) Brady is presenting EBITDA because it is used by many of our investors and lenders, and\nis presented as a convenience to them. EBITDA represents net income before interest expense,\nincome taxes and depreciation and amortization. EBITDA is not a calculation based on generally\naccepted accounting principles (GAAP). The amounts included in the EBITDA calculation, however,\nare derived from amounts included in the Condensed Consolidated Statements of Income data. EBITDA\nshould not be considered as an alternative to net income or operating income as an indicator of the\nCompany’s operating performance, or as an alternative to operating cash flows as a measure of\nliquidity. The EBITDA measure presented may not always be comparable to similarly titled measures\nreported by other companies due to differences in the components of the calculation.
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