1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 1999 ---------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to ------------------ --------------- Commission File Number 0-12730 BRADY CORPORATION ----------------- (Exact name of registrant as specified in its charter) WISCONSIN 39-0178960 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6555 WEST GOOD HOPE ROAD, MILWAUKEE, WISCONSIN 53223 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (414) 358-6600 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of December 1, 1999, there were outstanding 20,880,531 shares of Class A Common Stock and 1,769,314 shares of Class B Common Stock. The Class B Common Stock, all of which is held by an affiliate of the Registrant, is the only voting stock.
2 FORM 10-Q BRADY CORPORATION INDEX Page ---- PART I. Financial Information Item 1. Financial Statements Unaudited Condensed Consolidated Balance Sheets 3 Unaudited Condensed Consolidated Statements of Income and Earnings Retained in the Business 4 Unaudited Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15
3 BRADY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) <TABLE> <CAPTION> ASSETS October 31, 1999 July 31, 1999 ---------------- ------------- (Unaudited) <S> <C> <C> Current assets: Cash and cash equivalents $ 65,131 $ 75,466 Accounts receivable, less allowance for losses ($2,919 and $2,339 respectively) 78,303 73,290 Inventories 39,445 37,527 Prepaid expenses and other current assets 22,455 16,886 --------- --------- Total current assets 205,334 203,169 Other assets: Intangibles - net 76,197 72,941 Other 6,646 8,026 Property, plant and equipment: Cost: Land 5,009 5,008 Buildings and improvements 42,180 41,417 Machinery and equipment 101,242 101,324 Construction in progress 1,928 2,229 --------- --------- 150,359 149,978 Less accumulated depreciation 85,300 82,994 --------- --------- Net property, plant and equipment 65,059 66,984 --------- --------- Total $ 353,236 $ 351,120 ========= ========= LIABILITIES AND STOCKHOLDERS' INVESTMENT Current liabilities: Accounts payable $ 22,288 $ 19,378 Wages and amounts withheld from employees 16,919 23,186 Taxes, other than income taxes 2,844 2,290 Accrued income taxes 14,967 12,516 Other current liabilities 9,829 13,289 Current maturities on long-term debt 179 2,626 --------- --------- Total current liabilities 67,026 73,285 Long-term debt, less current maturities 1,009 1,402 Other liabilities 14,960 15,869 --------- --------- Total liabilities 82,995 90,556 Stockholders' investment: Preferred stock 2,855 2,855 Class A nonvoting common stock - Issued and outstanding 20,855,624 208 208 and 20,839,841 shares, respectively Class B voting common stock - issued and outstanding 1,769,314 shares 18 18 Additional paid-in capital 28,731 28,383 Earnings retained in the business 242,126 233,521 Treasury stock - 4,548 shares of Class A nonvoting common stock, at cost (132) (132) Cumulative other comprehensive income (1,407) (1,958) Other (2,158) (2,331) --------- --------- Total stockholders' investment 270,241 260,564 --------- --------- Total $ 353,236 $ 351,120 ========= ========= </TABLE> See Notes to Condensed Consolidated Financial Statements. 3
4 BRADY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND EARNINGS RETAINED IN THE BUSINESS (Dollars in Thousands, Except Per Share Amounts) <TABLE> <CAPTION> (Unaudited) Three Months Ended October 31 1999 1998 ---------- ---------- <S> <C> <C> Net sales $ 125,549 $ 116,802 Operating expenses: Cost of products sold 52,735 51,278 Research and development 4,288 4,646 Selling, general and administrative 48,748 46,349 --------- --------- Total operating expenses 105,771 102,273 Operating income 19,778 14,529 Other income and (expense): Investment and other income - net 502 14 Interest expense (81) (145) --------- --------- Income before income taxes 20,199 14,398 Income taxes 7,832 5,687 --------- --------- Net income 12,367 8,711 Earnings retained in business at beginning of period 233,521 208,254 Less dividends: Preferred Stock (65) (65) Common Stock (3,697) (3,463) --------- --------- Earnings retained in business at end of period $ 242,126 $ 213,437 ========= ========= Net income per Class A Nonvoting Common Share Basic $ 0.54 $ 0.38 ========= ========= Diluted $ 0.54 $ 0.38 ========= ========= Net income per Class B Voting Common Share Basic $ 0.51 $ 0.35 ========= ========= Diluted $ 0.51 $ 0.35 ========= ========= </TABLE> See Notes to Condensed Consolidated Financial Statements. 4
5 BRADY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) <TABLE> <CAPTION> (Unaudited) Three Months Ended October 31 1999 1998 -------- -------- <S> <C> <C> Operating activities: Net income $ 12,367 $ 8,711 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,968 2,832 Amortization 1,344 945 Loss (gain) on sale of property, plant & equipment 51 (2) Provision for losses on accounts receivable 712 230 Other 174 174 Changes in operating assets & liabilities (net of effects of business acquisitions): Accounts receivable (5,193) (4,785) Inventory (1,662) 1,201 Prepaid expenses and other assets (4,229) 3,571 Accounts payable, accrued expenses and other liabilities (7,650) (6,923) Income taxes 2,282 (474) -------- -------- Net cash provided by operating activities 1,164 5,480 Investing activities: Acquisitions of businesses, net of cash acquired (4,949) (4,214) Purchases of property, plant and equipment (1,184) (3,324) Proceeds from sale of property, plant and equipment 37 20 Other 0 (153) -------- -------- Net cash (used in) investing activities (6,096) (7,671) Financing activities: Payment of dividends (3,762) (3,528) Proceeds from issuance of Common Stock 349 143 Principal payments on long-term debt (2,831) (121) Proceeds from long-term borrowings 0 208 -------- -------- Net cash (used in) financing activities (6,244) (3,298) Effect of exchange rate changes on cash 841 1,223 -------- -------- Net (decrease) in cash and cash equivalents (10,335) (4,266) Cash and cash equivalents, beginning of period 75,466 65,609 -------- -------- Cash and cash equivalents, end of period $ 65,131 $ 61,343 ======== ======== Supplemental disclosures: Cash paid during the period for: Interest $ 277 $ 253 Income taxes 4,025 4,559 </TABLE> See Notes to Condensed Consolidated Financial Statements. 5
6 BRADY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended October 31, 1999 NOTE A - Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position of the Company as of October 31, 1999, and July 3l, 1999, and its results of operations and its cash flows for the three months ended October 31, 1999, and l998. The consolidated balance sheet at July 31, l999, has been taken from the audited consolidated financial statements of that date and condensed. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report. It is not practical to segregate the amounts of raw material, work in process or finished goods at the respective interim balance sheet dates. NOTE B - Net Income Per Common Share Reconciliations of the numerator and denominator of the basic and diluted per share computations for the Company's Class A and Class B common stock are summarized as follows: <TABLE> <CAPTION> Fiscal 2000 Fiscal 1999 1st Quarter 1st Quarter ----------- ----------- <S> <C> <C> Numerator: - --------- Net income $12,367,000 $8,711,000 Less: Preferred stock dividends (64,784) (64,784) -------- -------- Numerator for basic and diluted Class A earnings per share $12,302,216 $8,646,216 Less: Preferential dividends (694,492) (690,541) Less: Preferential dividends on dilutive stock options (10,411) (2,522) -------- ------- Numerator for basic and diluted Class B earnings per share $11,597,313 $7,953,153 </TABLE> 6
7 <TABLE> <CAPTION> Fiscal 2000 Fiscal 1999 1st Quarter 1st Quarter ----------- ----------- <S> <C> <C> Denominator: - ----------- Denominator for basic earnings per share for both Class A and Class B 22,617,658 22,499,432 Plus: Effect of dilutive stock options 312,654 75,735 ------- ------ Denominator for diluted earnings per share for both Class A and Class B 22,930,312 22,575,167 Class A common stock earnings per share: Basic $0.54 $0.38 Diluted $0.54 $0.38 Class B common stock earnings per share: Basic $0.51 $0.35 Diluted $0.51 $0.35 </TABLE> Options to purchase 18,050 and 1,629,684 shares of Class A common stock were not included in the computations of diluted earnings per share for the quarters ending October 31, 1999, and 1998, respectively, because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect would be antidilutive. NOTE C - Comprehensive Income Total comprehensive income, which was comprised of net income and foreign currency adjustments, amounted to approximately $12,918,000 and $12,808,000 for the three months ended October 31, 1999 and 1998, respectively. NOTE D - Acquisition Effective September 3, 1999, the Company acquired the brand name, customer list and catalog artwork of Champion America, Inc., located in Chagrin Falls, Ohio, a direct marketer of signs, labels and identification products for cash of approximately $5,600,000. The purchase price of this acquisition is subject to change based on post-closing adjustments. This acquisition has been accounted for using the purchase method of accounting and accordingly the results of operations have been included since the date of acquisition in the accompanying financial statements. The pro-forma results assuming the acquisition had been consummated as of the beginning of the periods presented are not significant. 7
8 NOTE E - Segment Information The Company's reportable segments are business units that are each managed separately because they manufacture and/or distribute distinct products using different processes. The Company has three reportable segments: the Identification Solutions & Specialty Tapes Group, the Graphics Group and the Direct Marketing Group. Following is a summary of segment information for the three months ended October 31, 1999, and 1998: <TABLE> <CAPTION> Identification Solutions & Corporate Specialty Direct and Tapes Graphics Marketing Eliminations Totals ----- -------- --------- ------------ ------ <S> <C> <C> <C> <C> <C> Three months ended October 31, 1999: - ----------------------------------- Revenues from external customers $54,430 $31,872 $39,247 $125,549 Intersegment revenues 644 682 294 (1,620) - Profit (loss) 10,083 6,108 6,861 (2,082) 20,970 Three months ended October 31, 1998: - ----------------------------------- Revenues from external customers $45,406 $32,656 $38,740 $116,802 Intersegment revenues 757 548 228 (1,533) - Profit (loss) 6,731 4,700 6,251 (1,965) 15,717 </TABLE> Following is a reconciliation of profit for the three months ended October 31, 1999, and 1998: <TABLE> <CAPTION> Fiscal 2000 Fiscal 1999 ----------- ----------- <S> <C> <C> Total profit from reportable segments $23,052 $17,682 Corporate and eliminations (2,082) (1,965) Unallocated amounts: Goodwill (1,133) (818) Interest-net 542 227 Foreign exchange (139) (395) Other (41) (333) ---- ----- Income before income taxes $20,199 $14,398 </TABLE> 8
9 NOTE F - Restructuring During the fourth quarter of fiscal 1998, the Company recorded a nonrecurring charge of $5,390,000 related primarily to a provision for severance costs associated with a reduction in workforce at its operations around the world. The workforce reduction of 7.5%, approximately 200 people, was essentially completed in August 1998. A reconciliation of activity with respect to the Company's restructuring is as follows: <TABLE> <S> <C> Provision, July 31, 1998 $ 5,390,000 Fiscal 1999 activity: Noncash asset write-offs (366,000) Cash payments associated with severance (4,150,000) Amounts taken to income (611,000) ------------ Ending balance, July 31, 1999 263,000 Cash payments associated with severance (199,000) ------------ Ending balance, October 31, 1999 $ 64,000 </TABLE> 9
10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations For the three months ended October 31, 1999, revenues of $125,549,000 were 7.5% higher than the same quarter of the previous year. Sales of the Company's international operations increased 7.1%. Of that increase, continued market penetration in Brady's operations outside the United States increased international sales by 3.1%. The acquisitions of VisiSign Pty. Ltd, Holman Groupe S.A. and Soft S.A increased international sales by 7.9%. These increases were somewhat offset by the negative effect of fluctuations in the exchange rates used to translate financial results into U.S. currency, which reduced international sales growth by 3.9 percentage points. Sales of the Company's U.S. operations increased 7.8%. Base business increased 4.8% and the acquisition of Barcodes West, Inc. added another 3.0% to this year's quarter compared to last year's quarter. The cost of products sold decreased from 43.9% to 42.0% as a percentage of sales during the first quarters of fiscal 1999 and 2000 due to reduced costs from changes in product mix towards products with higher margins, reduced expenses as a result of last year's workforce reduction and manufacturing efficiencies from the Company's continuous improvement efforts. Selling, general and administrative expenses as a percentage of sales decreased from 39.7% to 38.8% as the Company's cost control efforts more than offset the Company's investment in process improvements. Research and development expenditures decreased 7.7% in this year's quarter to $4,288,000, compared to $4,646,000 in last year's quarter due to the timing of projects and the Company's cost control program. Operating income increased 36.1% to $19,778,000, compared to $14,529,000 in the prior year because of the factors cited above. Other income and (expense)increased $552,000 over the same period last year. This increase was the result of lower foreign exchange transaction losses and higher investment income because of higher cash balances and higher interest rates. Income before income taxes increased 40.3% over the same period last year. The Company's effective tax rate decreased slightly from 39.5% in last year's first quarter to 38.8% in this year's first quarter. Net income increased 42.0% to $12,367,000, compared to $8,711,000 for the same quarter of the previous year. On a per share basis, diluted net income for the three months ended October 31, 1999, was $0.54 compared to $0.38 for the same quarter of the previous year. 10
11 Business Segment Operating Results Identification Solutions & Specialty Tapes (ISST) Group: ISST sales increased 19.9% for the three months ended October 31, 1999, compared to the same period last year. The increase was primarily the result of a combination of growth of base business and sales generated by the acquisitions of Barcodes West, Inc. and Holman Groupe, S.A. Sales were up significantly in Latin America, Australia and Asia. Profit as a percentage of sales increased from 14.8% in last year's first quarter to 18.5% this year. The increase was primarily the result of product mix, manufacturing efficiencies and operating leverage from increased volume. Graphics Group: Graphics sales decreased 2.4% for the three months ended October 31, 1999, compared to the same period last year. Weakness in the industrial and safety markets in the United States and Europe and the decrease in sales of Colorpix wide-format color inkjet printers and related materials more than offset sales generated by the acquisitions of VisiSign Pty. Ltd. and Soft S.A. Sales were up in Asia and Australia and down in Europe and the United States. Profit as a percentage of sales increased from 14.4% in last year's first quarter to 19.2% this year. The increase was primarily the result of the group's refocusing of resources on the most value-adding growth and profit opportunities. Direct Marketing Group: Direct Marketing sales increased 1.3% for the three months ended October 31, 1999, compared to the same period last year. Comparing quarter to quarter, sales in Australia and Canada were up significantly, while sales in the U.K. and Germany were below last year's totals. Profit as a percentage of sales increased from 16.1% in last year's first quarter to 17.5% this year. The increase was primarily the result of processing efficiencies and better return on advertising investments due to detailed profit analysis by product and improved mailing efficiencies. Financial Condition The Company's liquidity remains strong. The current ratio as of October 31, 1999, was 3.1 to 1. Cash and cash equivalents were $65,131,000 at October 31, 1999, compared to $75,466,000 at July 31, 1999. The decrease was primarily due to the purchase of certain assets of Champion America, Inc., paydown of Korean bank debt and normal annual payments in the quarter for pension and bonus plans. Working capital increased $8,424,000 during the quarter and equaled $138,308,000 as of October 31, 1999. 11
12 Cash flow from operations totaled $1,164,000 for the three months ended October 31, 1999, compared to $5,480,000 for the same period last year. The change was primarily the result of the increase in inventories and prepaid assets more than offsetting the Company's increased profitability. Capital expenditures were $1,184,000 in the three months ended October 31, 1999, compared to $3,324,000 in last year's first quarter. Financing activities, primarily the payment of dividends to the Company's stockholders and payments of Korean bank debt, consumed $6,244,000 of cash in the first three months of fiscal 2000, compared to $3,298,000 for the same period last year. In September 1999, the Company entered into a $150,000,000 revolving loan agreement with six banks. Long-term debt as a percentage of long-term debt plus stockholders' investment was 0.4% at October 31, 1999, compared to 0.5% at July 31, 1999. The Company believes that its cash and cash equivalents, the cash flow from operating activities and available line of bank credit are adequate to meet the Company's current and anticipated investing and financing needs. Year 2000 Compliance The inability of computers, software and other equipment utilizing microprocessors to recognize and properly process data fields containing a two-digit year is commonly referred to as the Year 2000 Compliance issue. As the year 2000 approaches, such systems may be unable to process certain date-based information. This could result in a system failure or miscalculations causing disruptions of operations and the inability to engage in normal business activities. Many of the Company's systems, including information and computer systems and automated equipment, will be affected by this issue. The Company has a comprehensive plan to address Year 2000 issues. The plan includes (i) the complete inventory of all in-house computers, software and other equipment utilizing microprocessors and identification of all hardware and software affected by the issue; (ii) modification of the affected systems; and (iii) testing the modified system and auditing the system for final compliance. The Company estimates that at the conclusion of its various Year 2000 efforts, including conversion, testing and contingency planning, it will have spent approximately $2,500,000 over a multi-year period. Costs associated with this issue have been and will continue to be expensed as incurred and are not expected to have a material effect on the results of operations, cash flows or financial condition of the Company. Although the Company believes its efforts will be successful, any failure or delay could result in the disruption of business and in the Company incurring substantial expense. To minimize any such potential impact, the Company initiated a global contingency planning effort designed to support critical business operations. As a third-party supplier of software and printing systems to other companies, the Company has posted its own product compliance status on its Internet site (www.bradycorp.com). 12
13 The Company has communicated with all of its significant suppliers to determine the extent to which the Company is vulnerable to those third parties' failure to remediate their own Year 2000 Compliance issues. A failure of the Company's suppliers, customers and other third parties to address adequately their Year 2000 readiness could significantly affect the Company's business. As part of its contingency planning efforts, the Company identified alternate sources or strategies where significant exposures were identified. Finally, the Year 2000 presents a number of other risks and uncertainties that could affect the Company, including utilities and telecommunications failures, competition for personnel skilled in the resolution of Year 2000 issues, and the nature of government responses to Year 2000 issues, among others. While the Company continues to believe that the Year 2000 matters discussed above will not have a material impact on its results of operations, cash flows or financial condition, it remains uncertain whether or to what extent the Company may be affected. The Year 2000 statements set forth above are designated as "Year 2000 Readiness Disclosures" pursuant to the Year 2000 Information and Readiness Act (P.L. 105-271). Forward-Looking Statements Matters in this Quarterly Report may contain forward-looking information, as defined in the Private Securities Litigation Reform Act of 1995. All such forward-looking information in this report involves risks and uncertainties, including, but not limited to, variations in the economic or political conditions in the countries with which the Company does business; fluctuations in currency exchange rates for international currencies versus the U.S. dollar; technology changes; the continued availability of sources of supply; domestic and international economic conditions and growth rates; the ability of the Company to timely adjust its cost structure to changes in levels of sales, product mix and low levels of order backlog; the ability of the Company to acquire new businesses; and risks associated with the Year 2000 Compliance issue. The Company cautions that forward-looking statements are not guarantees, since there are inherent difficulties in predicting future results, and that actual results could differ materially from those expressed or implied in forward-looking statements. 13
14 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K. The Company was not required to file and did not file a report on form 8-K during the quarter ended October 31, 1999. 14
15 Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES BRADY CORPORATION Date: December 2, 1999 /s/ K. M. Hudson ------------------------ ----------------------------- K. M. Hudson President Date: December 2, 1999 /s/ F. Jaehnert ------------------------ ---------------------------------- F. M. Jaehnert Vice President & Chief Financial Officer (Principal Accounting Officer) 15