10-K 1 brc-2014731x10k.htm 10-K BRC-2014.7.31-10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2014
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 1-14959 
BRADY CORPORATION
(Exact name of registrant as specified in charter)
 
Wisconsin
 
39-0178960
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
6555 West Good Hope Road,
Milwaukee, WI
 
53223
(Address of principal executive offices)
 
(Zip Code)
(414) 358-6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Class A Nonvoting Common Stock, Par
Value $.01 per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
  
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
The aggregate market value of the non-voting common stock held by non-affiliates of the registrant as of January 31, 2014, was approximately $1,258,833,135 based on closing sale price of $27.36 per share on that date as reported for the New York Stock Exchange. As of September 24, 2014, there were 47,708,274 outstanding shares of Class A Nonvoting Common Stock (the “Class A Common Stock”), and 3,538,628 shares of Class B Common Stock. The Class B Common Stock, all of which is held by affiliates of the registrant, is the only voting stock.




INDEX
PART I
Page
PART II
 
PART III
 
PART IV
 

2


PART I
Item 1. Business
(a) General Development of Business
Brady Corporation (“Brady,” “Company,” “we,” “us,” “our”) was incorporated under the laws of the state of Wisconsin in 1914. The Company’s corporate headquarters are located at 6555 West Good Hope Road, Milwaukee, Wisconsin 53223, and the telephone number is (414) 358-6600.
Brady Corporation is a global manufacturer and supplier of identification solutions, specialty materials, and workplace safety products that identify and protect premises, products and people. The ability to provide customers with a broad range of proprietary, customized, and diverse products for use in various applications, along with a commitment to quality and service, a global footprint and multiple sales channels, have made Brady a world leader in many of its markets.
The Company’s primary objective is to build upon its market position and increase shareholder value by improving in the following key competencies:
Global leadership position in niche markets
Innovation advantage — Internally developed products drive growth and sustain gross profit margins
Operational excellence — Continuous productivity improvement, business simplification and process transformation
Customer service — Focus on the customer and understanding customer needs
Compliance expertise

Over the last two years, we made significant portfolio and management decisions designed to better position the Company for growth in the future. These changes were a meaningful shift from the more volatile and less profitable consumer electronics Die-Cut business, which was partially divested in fiscal 2014, to an expansion of our core Identification Solutions (“ID Solutions" or "IDS”) business to focus on markets with long-term growth trends. In our Workplace Safety ("WPS") business, our strategy to return to growth included a focus on workplace safety critical industries in addition to increased investment in e-commerce expertise.

Key initiatives supporting the strategy in fiscal 2014 included:
Enhanced the WPS segment's multi-channel direct marketing model and increased its offering of identification and workplace safety products with a heightened focus on proprietary and customized product offerings.
Increased investment in the WPS segment with an emphasis on e-commerce capabilities.
Modified the healthcare strategy to focus on key accounts, the development of proprietary new products, and expansion of the sales focus on alternate healthcare sites.
Expanded the Company's IDS business through sales force expansion in the United States and EMEA, increased focus on strategic accounts, and developed innovative proprietary new products.
Divested the Company's less profitable Die-Cut business in Asia and Europe.
Reduced the Company's cost structure through the consolidation of selected manufacturing facilities in the Americas and EMEA.
Focused on the development of high quality products and improvements in customer service.

In fiscal 2014, the Company entered into an agreement with LTI Flexible Products, Inc. (d/b/a Boyd Corporation) for the sale of its Die-Cut business. The first phase of the divestiture closed on May 1, 2014 and included the Company’s European Die-Cut business and the portions of the Asia Die-Cut business operated in Korea, Thailand and Malaysia, together with the transfer of certain of the Company’s employees in the United States supporting those operations. The second phase of the divestiture was for the Company's Die-Cut businesses located in China and closed on August 1, 2014, subsequent to the fiscal year ended July 31, 2014.
(b) Financial Information About Industry Segments
The information required by this Item is provided in Note 9 of the Notes to Consolidated Financial Statements contained in Item 8 - Financial Statements and Supplementary Data.
(c) Narrative Description of Business
Overview
The Company is organized and managed on a global basis within two business platforms: Identification Solutions and Workplace Safety, which are the reportable segments.



The IDS segment includes high-performance and innovative identification and healthcare products that are manufactured internally under the Brady brand, and are primarily sold through distribution to a broad range of MRO and OEM customers and through other channels, including direct sales, catalog marketing, and the Internet.
The WPS segment includes workplace safety and compliance products, which are sold under multiple brand names through catalog and e-business to a broad range of MRO customers. Approximately half of the WPS business is resale product and half is manufactured internally.
Below is a summary of sales by reportable segments for the fiscal years ended July 31: 
 
 
2014
 
2013
 
2012
IDS
 
67.4
%
 
63.8
%
 
59.4
%
WPS
 
32.6
%
 
36.2
%
 
40.6
%
Total
 
100
%
 
100
%
 
100
%

ID Solutions
Within the ID Solutions platform, the primary product categories include:
Facility identification, which includes safety signs, pipe markers, labeling systems, spill control products, and lockout/tagout devices
Product identification, which includes materials and printing systems for product identification, brand protection labeling, work in process labeling, and finished product identification
Wire identification, which includes hand-held printers, wire markers, sleeves, and tags
People identification, which includes self-expiring name tags, badges, lanyards, and access control software
Patient identification, which includes wristbands and labels used in hospitals for tracking and improving the safety of patients
Custom wristbands used in the leisure and entertainment industry such as theme parks, concerts and festivals
Approximately 73% of ID Solutions products are sold under the Brady brand. In the United States, identification products for the utility industry are marketed under the Electromark brand; spill-control products are marketed under the SPC brand; and security and identification badges and systems are marketed under the B.I.G., Identicard/Identicam, STOPware, PromoVision, and Brady People ID brands. Wire identification products are marketed under the Modernotecnica brand in Italy and lockout/tagout products are offered under the Scafftag brand in the U.K. Custom labels and nameplates are available under the Stickolor brand in Brazil; and identification and patient safety products in the healthcare industry and custom wristbands for the leisure and entertainment industry are available under the PDC Innovative brand in the U.S. and Europe.
The ID Solutions platform offers high quality products with rapid response and superior service to provide solutions to customers. The business markets and sells products through multiple channels including distributors, direct sales, catalog marketing, and the Internet. The businesses' sales force partners with end-users and distributors by providing technical application and product expertise.
ID Solutions serves customers in many industries, which include industrial manufacturing, electronic manufacturing, healthcare, chemical, oil, gas, food and beverage, aerospace, defense, mass transit, electrical contractors, leisure and entertainment and telecommunications, among others.
The ID Solutions platform manufactures differentiated, proprietary products, most of which have been internally developed. These internally developed products include materials, printing systems, and software. IDS competes for business principally on the basis of production capabilities, engineering, research and development capabilities, materials expertise, global account management where needed, customer service, product quality and price. Competition is highly fragmented, ranging from smaller companies offering minimal product variety, to some of the world's largest major adhesive and electrical product companies offering competing products as part of their overall product lines.
Workplace Safety
Within the Workplace Safety business platform, the primary product categories are workplace safety and compliance products, which include informational signs, tags, security, safety and traffic compliance related products, first aid supplies, material handling, asset identification, safety and facility identification, and workplace regulatory products.
Products within the Workplace Safety platform are sold under a variety of brands including: safety and facility identification products offered under the Seton, Emedco, Signals, Personnel Concepts, Safety Signs Service and Pervaco brands; first aid supplies under the Accidental Health and Safety, Trafalgar, and Securimed brands; industrial, office equipment under the Runelandhs brand; and wire identification products marketed under the Carroll brand.

4


Workplace Safety markets and sells products through multiple channels, including catalog, telemarketing and e-commerce. The business serves customers in many industries, including process industries, manufacturers, government, education, construction, and utilities.
The Workplace Safety platform manufactures a broad range of stock and custom identification products, and also sells a broad range of related resale products. Historically, both the Company and many of our competitors focused their businesses on catalog marketing, often with varying product niches. However, the competitive landscape is changing with the continued evolution of e-commerce channels. Many of our competitors extensively utilize e-commerce to promote the sale of their products. A consequence of this shift is price transparency, as prices on non-proprietary products can be easily compared. Dynamic pricing capabilities and enhanced customer experience are critical to convert customers from traditional catalog channels to the Internet.
Discontinued Operations
Discontinued operations include the Asia Die-Cut and Balkhausen Die-Cut businesses ("Die-Cut"), which were announced as held for sale in the third and fourth quarters of fiscal 2013, respectively. In fiscal 2014, the Company entered into an agreement with LTI Flexible Products, Inc. (d/b/a Boyd Corporation) for the sale of Die-Cut. The first phase of the divestiture closed in May 2014 and the second phase of the divestiture closed in August 2014. The assets and liabilities of the businesses included in the second phase were classified as held for sale on the consolidated balance sheet as of July 31, 2014. The operating results of the Die-Cut businesses were reflected as discontinued operations in the consolidated statements of earnings for the years ended July 31, 2014, 2013 and 2012. In addition, the following previously divested businesses were reported within discontinued operations: Brady Medical and Varitronics (divested in fiscal 2013) and Etimark (divested in fiscal 2012). These divested businesses were part of the IDS business platform.
The Die-Cut business consisted of the manufacture and sale of precision converted products such as gaskets, meshes, heat-dissipation materials, antennae, dampers, filters, and similar products sold primarily to the electronics industry with a concentration in the mobile-handset and hard-disk drive industries and other traditional die-cut parts and thermal management products used in the automotive, electronics and telecommunications industries. Products within the Die-Cut business were sold primarily under the Brady brand, with some European business marketed under the Balkhausen brand. The business sold through a technical direct sales force and was supported by global strategic account management. The Die-Cut business served customers in many industries, including mobile handset, hard disk drive, consumer electronics, and other computing devices, as well as products for the automotive and medical equipment industries.
Research and Development
The Company focuses its research and development ("R&D") efforts on pressure sensitive materials, printing systems and software, and it mainly supports the IDS segment. Material development involves the application of surface chemistry concepts for top coatings and adhesives applied to a variety of base materials. Systems design integrates materials, embedded software and a variety of printing technologies to form a complete solution for customer applications. In addition, the research and development team supports production and marketing efforts by providing application and technical expertise.
The Company owns patents and tradenames relating to certain products in the United States and internationally. Although the Company believes that patents are a significant driver in maintaining its position for certain products, technology in the areas covered by many of the patents continues to evolve and may limit the value of such patents. The Company's business is not dependent on any single patent or group of patents. Patents applicable to specific products extend for up to 20 years according to the date of patent application filing or patent grant, depending upon the legal term of patents in the various countries where patent protection is obtained. The Company's tradenames are valid ten years from the date of registration, and are typically renewed on an ongoing basis.
The Company spent $35.0 million, $33.6 million, and $34.5 million during the fiscal years ended July 31, 2014, 2013, and 2012, respectively, on its R&D activities related to continuing operations. The increase in R&D spending in 2014 was primarily due to increased investment in new products. In addition, in fiscal 2014, the Company realigned the R&D processes in order to accelerate new product innovation and invested in emerging technologies such as RFID and sensing technology for harsh environments and mobile applications that allow users to work with a variety of electronic devices. As of July 31, 2014, 198 employees were engaged in research and development activities for the Company.

5


Operations
The materials used in the products manufactured consist primarily of a variety of plastic and synthetic films, paper, metal and metal foil, cloth, fiberglass, inks, dyes, adhesives, pigments, natural and synthetic rubber, organic chemicals, polymers, and solvents for consumable identification products in addition to electronic components, molded parts and sub-assemblies for printing systems. The Company operates a coating facility that manufactures bulk rolls of label stock for internal and external customers. In addition, the Company purchases finished products for resale.
The Company purchases raw materials, components and finished products from many suppliers. Overall, the Company is not dependent upon any single supplier for its most critical base materials or components; however, the Company has chosen in certain situations to sole source, or limit the sources of materials, components, or finished items for design or cost reasons. As a result, disruptions in supply could have an impact on results for a period of time, but we believe any disruptions would simply require qualification of new suppliers and the disruption would be modest. In certain instances, the qualification process could be more costly or take a longer period of time and in rare circumstances, such as a global shortage of critical materials or components, the financial impact could be significant. The Company currently operates 50 manufacturing or distribution facilities globally.

The Company carries working capital mainly related to accounts receivable and inventory. Inventory consists of raw materials, work in process and finished goods. Generally, custom products are made to order while an on-hand quantity of stock product is maintained to provide customers with timely delivery. Normal and customary payment terms range from net 30 to 90 days from date of invoice and varies by geographies.
The Company has a broad customer base, and no individual customer is 5% or more of total net sales.
Average delivery time for customer orders varies from same-day delivery to one month, depending on the type of product, customer request, and whether the product is stock or custom-designed and manufactured. The Company's backlog is not material, does not provide significant visibility for future business and is not pertinent to an understanding of the business.
Environment
Compliance with federal, state and local environmental protection laws during fiscal 2014 did not have a material impact on the Company’s business, financial condition or results of operations.
Employees
As of July 31, 2014, the Company employed approximately 7,200 individuals. Brady has never experienced a material work stoppage due to a labor dispute and considers its relations with employees to be good.
(d) Financial Information About Foreign and Domestic Operations and Export Sales
The information required by this Item is provided in Note 9 of the Notes to Consolidated Financial Statements contained in Item 8 — Financial Statements and Supplementary Data.
(e) Information Available on the Internet
The Company’s Corporate Internet address is http://www.bradycorp.com. The Company makes available, free of charge, on or through its Internet website copies of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to all such reports as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. The Company is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

6


Item 1A. Risk Factors
Investors should carefully consider the risks set forth below and all other information contained in this report and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risk and uncertainties that affect many other companies, such as market conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected economic or business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial conditions.
Business Risks
Failure to successfully implement our strategy in the Healthcare sector, or if successfully implemented, failure to realize the benefits expected from the strategy, may adversely affect our business, sales, results of operations, cash flow and liquidity.
In December 2012, Brady acquired Precision Dynamics Corporation (“PDC”) to establish a base for our healthcare strategy. In fiscal 2014, PDC represented 12.5% of our total sales from continuing operations. Sales declined approximately 2% at PDC in fiscal 2014 and the healthcare industry continues to be in a state of change with the uncertainty relating to government healthcare reforms. During fiscal 2014, we recorded impairment charges of $148.6 million, primarily related to the goodwill and other intangible assets in the PeopleID reporting unit, which consists primarily of the PDC business. The Company’s strategy to grow this business includes: key account focus offering customers a broad range of products to meet their complete identification needs, development and launch of proprietary new products, full continuum of care in the healthcare industry, and international sales penetration. There is a risk that the Company will not be able to return the business to growth and grow the business consistently, the strategy will fail, or the business will face increased levels of competition and pricing pressure. If these risks materialize, their effects could adversely impact our business, sales, results of operations, cash flow and liquidity.
Failure to successfully implement our Workplace Safety strategy, or if successfully implemented, failure to realize the benefits expected from the strategy, may adversely affect our business, sales, results of operations, cash flow and liquidity.
In fiscal 2014, the Workplace Safety segment represented 32.6% of our total sales from continuing operations. Beginning in the second quarter of fiscal 2012, the WPS segment experienced deterioration in sales and profits due to a reduction in direct catalog mailings, increased e-commerce competition, and pricing adjustments. While traditional direct marketing channels such as catalogs are important means of selling WPS products, an increasing number of customers are purchasing products on the Internet. The Company's strategy to grow this business includes: increased volume of catalog mailings, expanded e-commerce presence, further developed pricing capabilities, growing the customer base, and the expansion of products offered. The rate of sales decline in fiscal 2014 lessened each quarter and the segment returned to positive organic growth of 0.9% in the fourth quarter of fiscal 2014 as the strategy began to take hold. There is a risk that the Company will not continue to successfully implement this strategy, or if successfully implemented, not realize its expected benefits, due to the continued levels of increased competition and pricing pressure brought about by the Internet. There is also a risk that the Company may not be able to permanently reverse the downward trends in this business and return the segment to historic levels of sales and profits. If these risks materialize, their effects could adversely impact our business, sales, results of operations, cash flow and liquidity.
Failure to compete effectively or remain competitive may have a negative impact on our business, sales, results of operations, cash flow and liquidity.
We actively compete with companies that produce and market the same or similar products, and in some instances, with companies that sell different products that are designed for the same end user. Additionally, we continue to face competition through the Internet in our entire business. Competition may force us to reduce prices or incur additional costs to remain competitive. We compete on the basis of price, customer support, product innovation, product offering, product quality, expertise, production capabilities, and for multinational customers, our global footprint. Present or future competitors may develop and introduce new and enhanced products, offer products based on alternative technologies and processes, accept lower profit, have greater financial, technical or other resources, or lower production costs or other pricing advantages. Any of these could put us at a disadvantage by threatening our share of sales or reducing our profit margins, which could adversely impact our results of operations, cash flow and liquidity. Additionally, throughout our global business, distributors and customers may seek lower cost sourcing opportunities, which could result in a loss of business that may adversely impact our business, sales, results of operations, cash flow and liquidity.
Failure to successfully complete our facility consolidation plans may adversely impact our business, sales, results of operations, cash flow and liquidity.
We continue to implement measures to reduce our cost structure, simplify our business structure, and standardize our processes. In fiscal 2013, we incurred approximately $26 million in restructuring costs associated with the reorganization of the

7


Company along global product lines, which included the standardization of business systems and a restructuring of the global workforce. At the end of fiscal 2013 and into fiscal 2014, our focus turned to the consolidation of facilities, which resulted in approximately $15 million of restructuring expense in fiscal 2014. Facility consolidation activities will extend into fiscal 2015 as we slowed certain consolidation activities to ensure the highest levels of quality and delivery throughout the transition. Successfully completing the facilities consolidations is critical to our future competitiveness and to improve profitability. Facility consolidations will result in a higher concentration of operations in certain locations. Risks related to facility consolidations include poor execution impacting customer service, customer acceptance of these changes, inability to implement standard processes and systems, resource allocation among competing priorities, employee disruption and turnover, inability to manufacture and supply products in the event of a material casualty event at one of our principal facilities, and additional or higher than anticipated charges related to these actions. These actions to reduce our cost structure and the charges related to these actions could have a material adverse impact on our business, sales, results of operations, cash flow and liquidity.
Deterioration of or instability in the global economy and financial markets may adversely affect our business, sales, results of operations, cash flow and liquidity.
Our business and operating results could be affected by global economic conditions. In fiscal 2013, our business was negatively impacted by the weak economy in Europe, Australia and Brazil. In fiscal 2014, Brazil continued to weaken. When global economic conditions deteriorate or economic uncertainty continues, customers and potential customers may experience deterioration of their businesses, which may result in the delay or cancellation of plans to purchase our products. Our sensitivity to economic cycles and any related fluctuations in the businesses of our customers or potential customers could have a material adverse impact on our business, sales, results of operations, cash flow and liquidity.
Our failure or the failure of third-party service providers to protect our sites, networks and systems against security breaches, or otherwise to protect our confidential information, may substantially harm our business, sales, results of operations, cash flow and liquidity.
Our business systems collect, maintain, transmit and store data about our customers, vendors and others, including credit card information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-party service providers that store, process and transmit proprietary, personal and confidential information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain. We and our service providers may not have the resources or technical sophistication to anticipate or prevent all types of attacks, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Although we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Any compromise or breach of our security measures, or those of our third-party service providers, could adversely impact our ability to conduct business, violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity, and a loss of confidence in our security measures, which could have an adverse and material effect on our business, sales, results of operations, cash flow and liquidity.
The global nature of our business exposes us to foreign currency fluctuations that could adversely affect sales, results of operations, cash flow, and liquidity.
Approximately 50% of our sales are derived outside the United States. Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar, and may adversely affect our financial statements. Increased strength of the U.S. dollar will increase the effective price of our products sold in currencies other than U.S. dollars into other countries. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products, and services purchased overseas. Our sales and expenses are translated into U.S. dollars for reporting purposes, and the strengthening or weakening of the U.S. dollar could result in unfavorable translation effects. In addition, certain of our subsidiaries may invoice customers in a currency other than its functional currency, which could result in unfavorable translation effects on sales, results of operations, cash flow and liquidity.

8


Failure to develop new products or gain acceptance of new products could adversely impact our sales, results of operations, cash flow and liquidity.
Development of proprietary products is a driver of core growth and reasonable gross profit margins both currently and in the future, particularly within our ID Solutions segment. Therefore, we must continue to develop new and innovative products, as well as acquire and retain the necessary intellectual property rights in these products. We continue to invest in the development and marketing of new products. These expenditures do not always result in products that will be accepted by our customers. Failure to develop successful new products may also cause customers to buy from a competitor or may cause us to lower our prices in order to compete. If we fail to make innovations, if we launch products with quality problems, or if customers do not accept our new products, then our sales, results of operations, cash flows, and liquidity could be adversely affected.
Inability to identify, complete, and integrate acquisitions and grow acquired companies, may adversely impact our sales, results of operations, cash flow and liquidity.
Our historical growth has included acquisitions, and our future growth strategy may include acquisition opportunities. For example, in fiscal 2013 the Company acquired PDC, a manufacturer of identification products primarily for the healthcare sector, for $301.2 million. We have not met the sales growth synergies identified at the time of the PDC acquisition, which, in addition to other factors, resulted in the Company recording impairment charges of $148.6 million during fiscal 2014, primarily related to the goodwill and other intangible assets in the PeopleID reporting unit, which consists primarily of the PDC business. Failure to achieve these synergies for PDC or other acquired companies may adversely impact our sales, results of operations, cash flow and liquidity. We may not focus on acquisitions as part of our growth strategy, or if we do, we may not be able to identify acquisition targets or successfully complete acquisitions in the future due to the absence of quality companies in our target markets, economic conditions, or price expectations from sellers. If we do not complete additional acquisitions, our growth may be limited.
Acquisitions place significant demands on management, operational, and financial resources. Recent and future acquisitions will require integration of operations, sales and marketing, information technology, finance, and administrative operations, which could decrease the time available to focus on our other growth strategies. We cannot assure that we will be able to successfully integrate acquisitions, that these acquisitions will operate profitably, or that we will be able to achieve the desired sales growth or operational success. Our sales, results of operations, cash flow, and liquidity could be adversely affected if we do not successfully integrate the newly acquired businesses, or if our other businesses suffer due to the increased focus on the acquired businesses.
Demand for our products may be adversely affected by numerous factors, some of which we cannot predict or control. This could adversely affect our sales, results of operations, cash flow and liquidity.
Numerous factors may affect the demand for our products, including:
Future financial performance of major markets served
Consolidation in the marketplace, allowing competitors and customers to be more efficient and more price competitive
Future competitors entering the marketplace
Decreasing product life cycles
Changes in customer preferences
If any of these factors occur, the demand for our products could suffer, and this could adversely impact our sales, results of operations, cash flows and liquidity.
A large customer loss could significantly affect sales, results of operations, cash flow, and liquidity.
While we have a broad customer base and no individual customer represents 5% or more of total sales, we conduct business with several large customers and distribution companies. Our dependence on these customers makes relationships with them important. We cannot guarantee that these relationships will be retained in the future. Because these large customers account for a significant portion of sales, they may possess a greater capacity to negotiate reduced prices. If we are unable to provide products to our customers at the quality and prices acceptable to them, some of our customers may shift their business to competitors or may substitute another manufacturer's products. If one of the large customers consolidates, is acquired, or loses market share, the result of that event may have an adverse impact on our business. The loss of or reduction of business from one or more of these large customers could have a material adverse impact on our sales, results of operations, cash flows, and liquidity.

We depend on key employees and the loss of these individuals could have an adverse effect on our operations.

Our success depends to a large extent upon the continued services of our key executives, managers and other skilled employees. Over the past two fiscal years, we have experienced the loss of several key executives. We cannot ensure that we will be able to retain our key executives, managers and employees. The departure of our key personnel without adequate replacement could disrupt our business operations. Additionally, we need qualified managers and skilled employees with technical and industry

9


experience to operate our business successfully. If we are unable to attract and retain qualified individuals or our costs to do so increase significantly, our operations could be materially adversely affected.

Divestitures could negatively impact our business and contingent liabilities from divested businesses could adversely affect our results of operations, cash flow and liquidity.
We continually assess the strategic fit of our existing businesses and may divest businesses that we determine do not align with our strategic plan, or that are not achieving the desired return on investment. For example, over the last three fiscal years, we have divested our Etimark, Brady Medical, and Varitronics businesses, and our Asia Die-Cut and Balkhausen Die-Cut businesses. Divestitures pose risks and challenges that could negatively impact our business. For example, when we decide to sell a business or assets, we may be unable to do so on satisfactory terms and within our anticipated time-frame, and even after reaching a definitive agreement to sell a business, the sale is typically subject to satisfaction of pre-closing conditions which may not be satisfied. In addition, the impact of the divestiture on our revenue and net earnings may be larger than projected, which could distract management, and disputes may arise with buyers. Also, we have retained responsibility for and have agreed to indemnify buyers against some contingent liabilities related to a number of businesses that we have recently sold. The resolution of these contingencies has not had a material adverse impact on our results of operations, cash flow and liquidity, but we cannot be certain that this favorable pattern will continue.
We are a global company headquartered in the United States. We are subject to extensive regulations by U.S. and non-U.S. governmental and self-regulatory entities at various levels of the governing bodies. Failure to comply with laws and regulations could adversely affect our sales, results of operations, cash flow and liquidity.
Our operations are subject to the risks of doing business domestically and globally, including the following:
Delays or disruptions in product deliveries and payments in connection with international manufacturing and sales
Political and economic instability and disruptions
Imposition of duties and tariffs
Import, export and economic sanction laws
Current and changing governmental policies, regulatory, and business environments
Disadvantages from competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act
Local labor market conditions
Regulations relating to climate change, air emissions, wastewater discharges, handling and disposal of hazardous materials and wastes
Regulations relating to health, safety and the protection of the environment
Specific country regulations where our products are manufactured or sold
Laws and regulations that apply to companies doing business with the government, including audit requirements of government contracts related to procurement integrity, export control, employment practices, and the accuracy of records and recording of costs
Further, these laws and regulations are constantly evolving and it is impossible to accurately predict the effect they may have upon our sales, results of operations, cash flows and liquidity.
We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, anti-kickback and false claims rules, competition, export and import compliance, money laundering and data privacy. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder lawsuits, could damage our reputation, and could adversely impact our results of operations, cash flow and liquidity.
Product liability claims could adversely impact our financial condition, results of operations, cash flows, and reputation.
Our business exposes us to potential product liability risk, as well as warranty and recall claims that are inherent in the design, manufacture, sale and use of our products. We sell products in industries such as aerospace, defense, healthcare, chemical, and energy where the impact of product liability risk is high. To date, we have not incurred material costs related to these types of claims. However, in the event our products actually or allegedly fail to perform as expected and we are subject to such claims above the amount of insurance coverage, outside the scope of our coverage, or for which we do not have coverage, our financial condition, results of operations and cash flows, as well as our reputation, could be materially and adversely affected.

10


Financial/Ownership Risks
Failure to execute our strategies could result in impairment of goodwill or other intangible assets, which may negatively impact earnings and profitability.
We have goodwill of $515.0 million and other intangible assets of $91.0 million as of July 31, 2014, which represents 48.3% of our total assets. During fiscal 2014, we recorded impairment charges of $148.6 million, primarily related to the goodwill and other intangible assets in the PeopleID reporting unit. During fiscal 2013, we recorded impairment charges of $204.4 million primarily related to goodwill in the WPS Americas and IDS APAC reporting units. We evaluate goodwill for impairment on an annual basis, or more frequently if impairment indicators are present, based upon the fair value of each reporting unit. We assess the impairment of other intangible assets on an annual basis, or more frequently if impairment indicators are present, based upon the expected future cash flows of the respective assets. These valuations include management's estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures, and other assumptions. Significant negative industry or economic trends, disruptions to our business, inability to achieve sales projections or cost savings, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations. If the estimated fair value of our reporting units changes in future periods, we may be required to record an impairment charge related to goodwill or other intangible assets, which would reduce earnings and profit in such period.
Changes in tax legislation or tax rates could adversely affect results of operations and financial statements. Additionally, audits by taxing authorities could result in tax payments for prior periods.
We are subject to income taxes in the U.S. and in many non-U.S. jurisdictions. As such, our earnings are subject to risk due to changing tax laws and tax rates around the world. At any point in time, there are a number of tax proposals at various stages of legislation throughout the globe. While it is impossible for us to predict whether some or all of these proposals will be enacted, it likely would have an impact on our earnings.
Our tax filings are subject to audit by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If these audits result in payments or assessments that differ from our reserves, our future net earnings may be adversely impacted.
We review the probability of the realization of our deferred tax assets on a quarterly basis based on forecasts of taxable income in both the U.S. and foreign jurisdictions. As part of this review, we utilize historical results, projected future operating results, eligible carry-forward periods, tax planning opportunities, and other relevant considerations. Adverse changes in profitability and financial outlook in both the U.S. and/or foreign jurisdictions, or changes in our geographic footprint may require changes in the valuation allowances in order to reduce our deferred tax assets. Such changes could result in a material impact on earnings.
Our annual cash needs could require us to repatriate cash to the U.S. from foreign jurisdictions, which may result in tax charges. For example, in fiscal 2014, we repatriated cash to the U.S. in connection with the sale of the Die Cut businesses, which resulted in a tax charge of $4.0 million in continuing operations. In fiscal 2013, we repatriated cash to the U.S. in connection with the acquisition of PDC, which resulted in a tax charge of $26.6 million.
Substantially all of our voting stock is controlled by members of the Brady family, while our public investors hold non-voting stock. The interests of the voting and non-voting shareholders could differ, potentially resulting in decisions that unfavorably affect the value of the non-voting shares.
Substantially all of our voting stock is controlled by Elizabeth P. Pungello, one of the Directors, and William H. Brady III, both of whom are descendants of the Company's founder. All of our publicly traded shares are non-voting. Therefore, Ms. Pungello and Mr. Brady have control in most matters requiring approval or acquiescence by shareholders, including the composition of our Board of Directors and many corporate actions. Such concentration of ownership may discourage a potential acquirer from making a purchase offer that our public shareholders may find favorable, which in turn could adversely affect the market price of our common stock or prevent our shareholders from realizing a premium over our stock price.  Furthermore, this concentration of voting share ownership may adversely affect the trading price for our non-voting common stock because investors may perceive disadvantages in owning stock in companies whose voting stock is controlled by a limited number of shareholders.
Failure to meet certain financial covenants required by our debt agreements may adversely affect our assets, results of operations, cash flows, and liquidity.
As of July 31, 2014, we had $263.2 million in outstanding indebtedness. In addition, based on the availability under our credit facilities as of July 31, 2014, we had the ability to incur an additional $404.4 million under our revolving credit agreement. Our current revolving credit agreement and long-term debt obligations also impose certain restrictions on us. Refer to Management's

11


Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") within Item 7 for more information regarding our credit agreement and long-term debt obligations. If we breach any of these restrictions or covenants and do not obtain a waiver from the lenders, then subject to applicable cure periods, the outstanding indebtedness (and any other indebtedness with cross-default provisions) could be declared immediately due and payable, which could adversely affect our assets, results of operations, cash flows and liquidity.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company currently operates 50 manufacturing or distribution facilities across the globe and are split by reporting segment as follows:
 
IDS: Thirty-seven facilities are used for our IDS business. Ten of which are located within the United States; five each are located in Belgium and Mexico; four in China; three each in the United Kingdom and Brazil; and one each in Canada, India, Italy, Hong Kong, Japan, Malaysia, and Singapore.
 
WPS: Thirteen facilities are used for our WPS business. Three of which are located in France; two each are located in Australia, Germany, and the United States; and one each in the Netherlands, Poland, Sweden, and the United Kingdom.
 
The Company’s present operating facilities contain a total of approximately 2.8 million square feet of space, of which approximately 2.1 million square feet is leased. The Company believes that its equipment and facilities are modern, well maintained, and adequate for present needs.

Item 3. Legal Proceedings
The Company is, and may in the future be, party to litigation arising in the normal course of business. The Company is not currently a party to any material pending legal proceedings in which management believes the ultimate resolution would have a material effect on the Company’s consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.

12



PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a)
Market Information
Brady Corporation Class A Nonvoting Common Stock trades on the New York Stock Exchange under the symbol BRC. The following table sets forth the range of high and low daily closing sales prices for the Company’s Class A stock as reported on the New York Stock Exchange for each of the quarters in the fiscal years ended July 31:
 
 
2014
 
2013
 
2012
 
 
High
 
Low
 
High
 
Low
 
High
 
Low
4th Quarter
 
$
30.75

 
$
24.26

 
$
35.58

 
$
29.76

 
$
31.28

 
$
25.15

3rd Quarter
 
$
27.89

 
$
25.15

 
$
36.33

 
$
31.51

 
$
34.37

 
$
29.41

2nd Quarter
 
$
31.61

 
$
27.36

 
$
35.00

 
$
30.18

 
$
34.40

 
$
27.09

1st Quarter
 
$
35.54

 
$
29.19

 
$
31.22

 
$
26.34

 
$
32.24

 
$
24.73

There is no trading market for the Company’s Class B Voting Common Stock.
(b)
Holders
As of September 24, 2014, there were 1,023 Class A Common Stock shareholders of record and approximately 10,467 beneficial shareholders. There are three Class B Common Stock shareholders.
(c)
Issuer Purchases of Equity Securities
The Company has a share repurchase program of the Company’s Class A Nonvoting Common Stock. The plan may be implemented by purchasing shares in the open market or in privately negotiated transactions, with repurchased shares available for use in connection with the Company’s stock-based plans and for other corporate purposes. During the three months ended July 31, 2014, the Company purchased 287,717 shares of its Class A Nonvoting Common Stock under this plan for $7.2 million. As of July 31, 2014, there remained 966,242 shares to purchase in connection with this share repurchase program.
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans
 
Maximum Number of Shares that May Yet Be Purchased Under the Plan
May 1, 2014 - May 31, 2014
 
287,717

 
$
25.18

 
287,717

 
966,242
June 1, 2014 - June 30, 2014
 

 

 

 
966,242
July 1, 2014 - July 31, 2014
 

 

 

 
966,242
Total
 
287,717

 
$
25.18

 
287,717

 
966,242


(d)
Dividends
The Company has historically paid quarterly dividends on outstanding common stock. Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share (subject to adjustment in the event of future stock splits, stock dividends or similar events involving shares of Class A Common Stock). Thereafter, any further dividend in that fiscal year must be paid on all shares of Class A Common Stock and Class B Common Stock on an equal basis. The Company believes that based on its historic dividend practice, this requirement will not impede it in following a similar dividend practice in the future.

During the two most recent fiscal years and for the first quarter of fiscal 2015, the Company declared the following dividends per share on its Class A and Class B Common Stock for the years ended July 31:
 
 
 
2015
 
2014
 
2013
 
 
1st Qtr
 
1st Qtr
 
2nd Qtr
 
3rd Qtr
 
4th Qtr
 
1st Qtr
 
2nd Qtr
 
3rd Qtr
 
4th Qtr
Class A
 
$
0.20

 
$
0.195

 
$
0.195

 
$
0.195

 
$
0.195

 
$
0.19

 
$
0.19

 
$
0.19

 
$
0.19

Class B
 
0.18335

 
0.17835

 
0.195

 
0.195

 
0.195

 
0.17335

 
0.19

 
0.19

 
0.19



13


(e)
Common Stock Price Performance Graph
The graph below shows a comparison of the cumulative return over the last five fiscal years had $100 been invested at the close of business on July 31, 2009, in each of Brady Corporation Class A Common Stock, the Standard & Poor’s (S&P) 500 Index, the Standard and Poor’s SmallCap 600 Index, and the Russell 2000 Index.

Comparison of 5 Year Cumulative Total Return*
Among Brady Corporation, the S&P 500 Index,
the S&P SmallCap 600 Index, and the Russell 2000 Index
*
$100 invested on July 31, 2009 in stock or index—including reinvestment of dividends. Fiscal years ended July 31:
 
 
 
2009
 
2010
 
2011
 
2012
 
2013
 
2014
Brady Corporation
 
$
100.00

 
$
96.90

 
$
105.43

 
$
96.91

 
$
124.47

 
$
100.49

S&P 500 Index
 
100.00

 
113.84

 
136.21

 
148.64

 
185.80

 
217.28

S&P SmallCap 600 Index
 
100.00

 
119.17

 
148.63

 
154.56

 
208.31

 
231.31

Russell 2000 Index
 
100.00

 
118.33

 
146.65

 
146.94

 
198.06

 
215.02


Copyright (C) 2014, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved.


14


Item 6. Selected Financial Data

CONSOLIDATED STATEMENTS OF INCOME AND SELECTED FINANCIAL DATA
Years Ended July 31, 2010 through 2014
 
 
2014
 
2013
 
2012
 
2011
 
2010
Operating Data (1)
 
 
 
 
 
 
 
 
 
 
Net Sales
 
$
1,225,034

 
$
1,157,792

 
$
1,071,504

 
$
1,059,355

 
$
966,070

Gross Margin
 
609,564

 
609,348

 
590,969

 
587,950

 
546,413

Operating Expenses:
 
 
 
 
 
 
 
 
 
 
Research and development
 
35,048

 
33,552

 
34,528

 
38,268

 
38,279

Selling, general and administrative
 
452,164

 
427,858

 
392,694

 
397,472

 
381,071

Restructuring charges (2)
 
15,012

 
26,046

 
6,084

 
6,451

 
12,640

Impairment charges (3)
 
148,551

 
204,448

 

 

 

Total operating expenses
 
650,775

 
691,904

 
433,306

 
442,191

 
431,990

Operating (Loss) Income
 
(41,211
)
 
(82,556
)
 
157,663

 
145,759

 
114,423

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
Investment and other income—net
 
2,402

 
3,523

 
2,082

 
3,989

 
1,169

Interest expense
 
(14,300
)
 
(16,641
)
 
(19,090
)
 
(22,124
)
 
(21,222
)
Net other expense
 
(11,898
)
 
(13,118
)
 
(17,008
)
 
(18,135
)
 
(20,053
)
(Loss) earnings from continuing operations before income taxes
 
(53,109
)
 
(95,674
)
 
140,655

 
127,624

 
94,370

Income Taxes (4)
 
(4,963
)
 
42,583

 
37,162

 
21,667

 
18,605

(Loss) earnings from continuing operations
 
$
(48,146
)
 
$
(138,257
)
 
$
103,493

 
$
105,957

 
$
75,765

Earnings (loss) from discontinued operations, net of income taxes (5)
 
2,178

 
(16,278
)
 
(121,404
)
 
2,695

 
6,191

Net (loss) earnings
 
$
(45,968
)
 
$
(154,535
)
 
$
(17,911
)
 
$
108,652

 
$
81,956

(Loss) earnings from continuing operations per Common Share— (Diluted):
 
 
 
 
 
 
 
 
 
 
Class A nonvoting
 
$
(0.93
)
 
$
(2.70
)
 
$
1.95

 
$
1.99

 
$
1.43

Class B voting
 
$
(0.95
)
 
$
(2.71
)
 
$
1.94

 
$
1.97

 
$
1.41

Earnings (loss) from discontinued operations per Common Share - (Diluted):
 
 
 
 
 
 
 
 
 
 
Class A nonvoting
 
$
0.04

 
$
(0.32
)
 
$
(2.29
)
 
$
0.05

 
$
0.12

Class B voting
 
$
0.05

 
$
(0.32
)
 
$
(2.30
)
 
$
0.05

 
$
0.12

Cash Dividends on:
 
 
 
 
 
 
 
 
 
 
Class A common stock
 
$
0.78

 
$
0.76

 
$
0.74

 
$
0.72

 
$
0.70

Class B common stock
 
$
0.76

 
$
0.74

 
$
0.72

 
$
0.70

 
$
0.68

Balance Sheet at July 31:
 
 
 
 
 
 
 
 
 
 
Total assets
 
1,253,665

 
1,438,683

 
1,607,719

 
1,861,505

 
1,746,231

Long-term obligations, less current maturities
 
159,296

 
201,150

 
254,944

 
331,914

 
382,940

Stockholders’ investment
 
733,076

 
830,797

 
1,009,353

 
1,156,192

 
1,005,027

Cash Flow Data:
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
93,420

 
$
143,503

 
$
144,705

 
$
167,350

 
$
165,238

Net cash provided by (used in) investing activities
 
10,207

 
(325,766
)
 
(64,604
)
 
(22,631
)
 
(48,681
)
Net cash (used in) provided by financing activities
 
(115,387
)
 
(33,060
)
 
(147,824
)
 
(91,574
)
 
15,275

Depreciation and amortization
 
44,598

 
48,725

 
43,987

 
48,827

 
53,022

Capital expenditures
 
(43,398
)
 
(35,687
)
 
(24,147
)
 
(20,532
)
 
(26,296
)

(1)
Operating data has been impacted by the reclassification of the Die-Cut businesses into discontinued operations. The Company has elected to not separately disclose the cash flows related to discontinued operations. Refer to Note 15 within Item 8 for further information on discontinued operations. The operating data is also impacted by the acquisitive nature

15


of the Company as one, three, one, and three acquisitions were completed in fiscal years ended July 31, 2013, 2012, 2011, and 2010, respectively. There were no acquisitions during fiscal 2014. Refer to Note 2 within Item 8 for further information on the acquisitions that were completed.
(2)
In fiscal 2009, in response to the global economic downturn, the Company initiated several measures to address its cost structure, including a reduction in its workforce and decreased discretionary spending. The Company continued certain of these measures during fiscal 2010, 2011, and 2012. During fiscal 2013, the Company executed a business simplification project which included various measures to address its cost structure and resulted in restructuring charges during fiscal 2013 and into fiscal 2014. In addition, in fiscal 2014, the Company approved a plan to consolidate facilities in North America, Europe, and Asia in order to enhance customer service, improve efficiency of operations, and reduce operating expenses. This plan resulted in restructuring charges during fiscal 2014.
(3)
The Company recognized an impairment charge of $148.6 million during the three months ended July 31, 2014, primarily related to the PeopleID reporting unit. The Company recognized an impairment charge of $204.4 million during the three months ended July 31, 2013, primarily related to the WPS segment. Refer to Note 3 within Item 8 for further information regarding the impairment charges.
(4)
Fiscal 2014 was significantly impacted by the goodwill impairment charge of $100.4 million recorded on the PeopleID reporting unit and a tax charge of $4.0 million in continuing operations associated with the repatriation of the cash proceeds from the sale of the Die-Cut business. Fiscal 2013 was impacted by the goodwill impairment charge of $190.5 million recorded on the WPS Americas and IDS APAC reporting units, as well as a tax charge of $26.6 million associated with the funding of the PDC acquisition.
(5)
The earnings from discontinued operations in fiscal 2014 include a $1.2 million net loss on the sale of the Die-Cut business. The loss from discontinued operations in fiscal 2013 was primarily attributable to a $15.7 million write-down of the Die-Cut business to its estimated fair value less costs to sell. The loss from discontinued operations in fiscal 2012 was primarily attributable to the $115.7 million goodwill impairment charge recorded during the three months ending January 31, 2012, which was related to the Die-Cut disposal group. Refer to Note 15 within Item 8 for further information regarding discontinued operations.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
In fiscal 2014, the Company posted sales of $1,225.0 million and a net loss from continuing operations of $48.1 million. Sales increased by 5.8% from fiscal 2013. Organic sales increased by 0.2%, currency fluctuations decreased sales by 0.1% and the acquisition of PDC increased sales by 5.7%. Fiscal 2014 sales growth was driven by the ID Solutions segment which grew by 11.6% from 2013 to 2014 primarily due to the acquisition, which was partially offset by the decline in sales in the Workplace Safety segment of 4.5%.
The fiscal 2014 net loss from continuing operations of $48.1 million was primarily due to non-cash impairment charges of $148.6 million and restructuring charges of $15.0 million.
The fiscal 2014 operating loss from continuing operations was $41.2 million. Excluding the impairment charges of $148.6 million and restructuring charges of $15.0 million, the Company generated operating income from continuing operations of $122.4 million in fiscal 2014. Fiscal 2013 operating loss from continuing operations was $82.6 million. Excluding the impairment charges of $204.4 million and restructuring charges of $26.0 million, the Company generated operating income from continuing operations of $147.9 million in fiscal 2013. This decline of $25.5 million was primarily due to the decrease in segment profit in the WPS business segment. The decline in operating results within the WPS business segment was primarily due to a 4.6% organic sales decline, incremental investment to drive key initiatives and growth, and increased costs from facility consolidation projects.

16


Results of Operations

A comparison of results of Operating (loss) income from continuing operations for the fiscal years ended July 31, 2014, 2013, and 2012 is as follows:
(Dollars in thousands)
 
2014
 
% Sales
 
% Change
 
2013
 
% Sales
 
% Change
 
2012
 
% Sales
Net Sales
 
$
1,225,034

 


 
5.8
 %
 
$
1,157,792

 


 
8.1
 %
 
$
1,071,504

 


Gross Margin
 
609,564

 
49.8
 %
 
 %
 
609,348

 
52.6
 %
 
3.1
 %
 
590,969

 
55.2
%
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Research and Development
 
35,048

 
2.9
 %
 
4.5
 %
 
33,552

 
2.9
 %
 
(2.8
)%
 
34,528

 
3.2
%
     Selling, General & Administrative
 
452,164

 
36.9
 %
 
5.7
 %
 
427,858

 
37.0
 %
 
9.0
 %
 
392,694

 
36.6
%
     Restructuring charges
 
15,012

 
1.2
 %
 
(42.4
)%
 
26,046

 
2.2
 %
 
328.1
 %
 
6,084

 
0.6
%
     Impairment charges
 
148,551

 
12.1
 %
 
(27.3
)%
 
204,448

 
17.7
 %
 
 %
 

 
%
Total operating expenses
 
650,775

 
53.1
 %
 
(5.9
)%
 
691,904

 
59.8
 %
 
59.7
 %
 
433,306

 
40.4
%
Operating (loss) income
 
$
(41,211
)
 
(3.4
)%
 
50.1
 %
 
$
(82,556
)
 
(7.1
)%
 
(152.4
)%
 
$
157,663

 
14.7
%

During fiscal 2014, net sales increased 5.8% from fiscal 2013, which consisted of organic growth of 0.2%, currency impact of a negative 0.1%, and growth from acquisitions of 5.7%. The acquisition growth was from the acquisition of PDC within the IDS segment in fiscal 2013. Organic sales within the IDS segment were up 2.9%, while organic sales within the WPS segment declined by 4.6%.

During fiscal 2013, net sales increased 8.1% from fiscal 2012, which consisted of an organic decline of 2.4%, currency impact of a negative 0.8% and growth from acquisitions of 11.3%. Over 90% of the acquisition growth was from the acquisition of PDC in fiscal 2013, with the remainder attributable to the acquisitions of Grafo in the IDS segment and Runelandhs and Pervaco in the WPS segment in fiscal 2012. Organic sales within the IDS segment were up 0.8%, while organic sales within the WPS platform declined by 7.0%.
  
Gross margin as a percentage of sales declined to 49.8% in fiscal 2014 from 52.6% in fiscal 2013. The decline was primarily due to the sales decline and increased pricing actions in the WPS business, and an increase in facility consolidation costs in both segments. In the WPS segment, gross margin declined due to increased costs for facility consolidation projects, growth initiatives, and reduced sales as compared to the same period in the prior year. In the IDS segment, gross margin was negatively impacted by facility consolidation related expenses and product mix.

Gross margin as a percentage of sales declined to 52.6% in fiscal 2013 from 55.2% in fiscal 2012. Approximately half of the decline was due to the acquisition of PDC, as it is a lower gross margin business compared to the remainder of the Company. The other half of the decline was attributed to the WPS segment in which the decline in sales, increased pricing actions, and the challenging global economy contributed to the reduced gross margin.
  
Research and development expenses increased to $35.0 million in fiscal 2014 from $33.6 million in fiscal 2013. The increase was primarily due to increased investment in new products. In addition, in fiscal 2014, the Company realigned the R&D processes in order to accelerate new product innovation and invested in emerging technologies such as RFID and sensing technology for harsh environments and mobile applications that allow users to work with a variety of electronic devices. R&D expenses decreased to $33.6 million in fiscal 2013 from $34.5 million in 2012 due to the global consolidation of the project management office, which reduced costs while streamlining reporting processes globally.

Selling, general and administrative (“SG&A”) expenses include selling costs directly attributed to the IDS and WPS segments, as well as administrative expenses including finance, information technology, human resources and legal. SG&A expenses increased to $452.2 million in fiscal 2014 compared to $427.9 million in fiscal 2013. The increase was primarily due to incremental SG&A associated with the PDC business of approximately $22 million. In addition, the Company expanded its sales force in multiple geographies within the IDS segment in fiscal 2014 and increased spending in both on-line advertising as well as traditional print advertising within the WPS segment.
SG&A expense increased to $427.9 million in fiscal 2013 compared to $392.7 million in fiscal 2012. The increase was primarily due to the addition of PDC, which also contributed to an incremental $6.0 million of amortization of intangible assets. The total increase in SG&A was partially offset by a reduction in variable incentive compensation from fiscal 2012 to fiscal 2013.

17


In fiscal 2014, the Company announced a restructuring plan to consolidate facilities in North America, Europe and Asia. The Company implemented this restructuring plan to enhance customer service, improve efficiency of operations and reduce operating expenses, with expected annual pre-tax operational savings of approximately $10 million. The cash expenditures for these restructuring activities were funded with cash generated from operations. Facility consolidation activities will extend into fiscal 2015 as the Company slowed certain consolidation activities to ensure the highest levels of quality and delivery throughout the transition, and will result in approximately $15 million of additional restructuring charges. In fiscal 2013, the Company announced a restructuring action to reduce its global workforce by approximately 5-7% in order to address its cost structure.
In connection with these restructuring actions, the Company incurred restructuring charges of $15.0 million in fiscal 2014. These charges consisted of $9.3 million of employee separation costs, $4.4 million of facility closure related costs, $1.0 million of contract termination costs, and $0.3 million of non-cash asset write-offs. The charges for employee separation costs consisted of severance pay, outplacement services, medical and other benefits. Non-cash asset write-offs consist mainly of indefinite-lived tradenames written off in conjunction with brand consolidations. Of the $15.0 million recognized in fiscal 2014, $9.0 million was incurred within the IDS segment and $6.0 million was incurred within the WPS segment.

Restructuring charges were $26.0 million in fiscal 2013 and consisted of employee separation costs, fixed asset write-offs, and other facility closure costs associated with the restructuring plan announced in February 2013 to reorganize into global product-based business platforms and reduce our global cost structure. Of the $26.0 million recognized in fiscal 2013, $15.8 million was incurred within the IDS segment and $10.2 million was incurred within the WPS segment.

Restructuring charges were $6.1 million in fiscal 2012 and consisted of costs incurred to consolidate facilities within both the IDS and WPS segments primarily in the Americas. The remaining charges related to severance costs associated with a prior year restructuring program. Of the $6.1 million recognized in fiscal 2012, $4.3 million was incurred within the IDS segment and $1.8 million was incurred within the WPS segment.
  
The Company performed its annual goodwill impairment assessment on May 1, 2014, and subsequently concluded that the PeopleID reporting unit was impaired. In conjunction with the goodwill impairment analysis, management concluded that other finite and indefinite-lived intangible assets within the reporting unit were impaired. Refer to the Item 7 - Business Segment Operating Results as well as Note 3 "Goodwill and Other Intangible Assets" of Item 8 for further discussion regarding the impairment charges. Impairment charges in continuing operations were $148.6 million in fiscal 2014, which consisted of $100.4 million in goodwill and $48.2 million in intangible assets primarily associated with the PeopleID reporting unit.

As a result of the Company's annual goodwill impairment assessment performed in fiscal 2013, the Company concluded that the WPS Americas and IDS APAC reporting units were impaired. In conjunction with the goodwill impairment analysis, management also concluded tradenames and certain fixed assets within the reporting units were impaired. Impairment charges in continuing operations were $204.4 million in fiscal 2013 and consisted of the following:

$172.3 million in goodwill in the WPS Americas reporting unit
$18.2 million in goodwill in the IDS APAC reporting unit
$10.6 million in tradenames in the WPS segment
$3.3 million in fixed assets in the IDS APAC reporting unit
Operating loss was $41.2 million in fiscal 2014. Excluding the impairment charges of $148.6 million and restructuring charges of $15.0 million, the Company generated operating income from continuing operations of $122.4 million in fiscal 2014. The fiscal 2013 operating loss was $82.6 million. Excluding the impairment charges of $204.4 million and restructuring charges of $26.0 million, the Company generated operating income of $147.9 million in fiscal 2013. The decrease was mainly due to the decline in segment profit of the WPS business, which is discussed in further detail within the Business Segment Operating Results section.

Operating loss was $82.6 million in fiscal 2013. Excluding impairment charges of $204.4 million and restructuring charges of $26.0 million, the Company generated operating income of $147.9 million in fiscal 2013. The fiscal 2012 operating income was $157.7 million. Excluding restructuring charges of $6.1 million, the Company generated income of $163.7 million in fiscal 2012. The decrease was mainly due to the decline in segment profit of the WPS business.This decline was partially offset by a decrease in variable incentive compensation of approximately $10 million in fiscal 2013 as compared to fiscal 2012.


18


OPERATING INCOME TO NET INCOME
(Dollars in thousands)
 
2014
 
% Sales
 
2013
 
% Sales
 
2012
 
% Sales
Operating (loss) income
 
$
(41,211
)
 
(3.4
)%
 
$
(82,556
)
 
(7.1
)%
 
$
157,663

 
14.7
 %
Other income and (expense):
 
 
 


 
 
 


 
 
 


         Investment and other income
 
2,402

 
0.2
 %
 
3,523

 
0.3
 %
 
2,082

 
0.2
 %
         Interest expense
 
(14,300
)
 
(1.2
)%
 
(16,641
)
 
(1.4
)%
 
(19,090
)
 
(1.8
)%
(Loss) earnings from continuing operations before tax
 
(53,109
)
 
(4.3
)%
 
(95,674
)
 
(8.3
)%
 
140,655

 
13.1
 %
Income taxes
 
(4,963
)
 
(0.4
)%
 
42,583

 
3.7
 %
 
37,162

 
3.5
 %
(Loss) earnings from continuing operations
 
(48,146
)
 
(3.9
)%
 
(138,257
)
 
(11.9
)%
 
103,493

 
9.7
 %
Earnings (loss) from discontinued operations, net of income taxes
 
2,178

 
0.2
 %
 
(16,278
)
 
(1.4
)%
 
(121,404
)
 
(11.3
)%
Net (loss) earnings
 
$
(45,968
)
 
(3.8
)%
 
$
(154,535
)
 
(13.3
)%
 
$
(17,911
)
 
(1.7
)%

Investment and Other Income

These amounts primarily consist of interest income and gains and losses on foreign currency and securities held in executive deferred compensation plans. Income of $2.4 million in fiscal 2014, $3.5 million in fiscal 2013 and $2.1 million in fiscal 2012 has remained relatively consistent with no material changes year over year.

Interest Expense

Interest expense decreased to $14.3 million in fiscal 2014 compared to $16.6 million in fiscal 2013 and $19.1 million in fiscal 2012. The decline since 2012 was due to the Company's declining principal balance under its outstanding debt agreements, along with changes in debt structure resulting in a reduction in the weighted average interest rate.

Income Taxes
The Company's effective tax rate from continuing operations was 9.3% in fiscal 2014, compared to the effective tax rate from continuing operations of (44.5)% in fiscal 2013. The income tax rate in fiscal 2014 was significantly impacted by the goodwill impairment and restructuring charges recorded in fiscal 2014. The income tax rate in fiscal 2013 was impacted by the goodwill impairment charge and a tax charge associated with the funding of the PDC acquisition. Excluding these items, the effective tax rate from continuing operations would have been approximately 28% in fiscal 2014 compared to 24.5% in fiscal 2013. The increase was due to several factors including increased valuation allowances and fluctuations in geographic profit mix.
The effective tax rate from continuing operations for fiscal 2013 was (44.5)% as compared to 26.4% in fiscal 2012. The lower rate in fiscal 2013 was significantly impacted by the goodwill impairment charge recorded on the WPS Americas and IDS Asia reporting units in fiscal 2013, as well as a tax charge of $29.0 million primarily associated with the funding of the PDC acquisition. Excluding these items, our fiscal 2013 effective tax rate from continuing operations would have been 24.5%, slightly lower than the fiscal 2012 rate of 26.4% due mainly to fluctuation in geographic profit mix.

Earnings (Loss) from Discontinued Operations

Discontinued operations consist of the Asia Die-Cut and Balkhausen Die-cut businesses ("Die-Cut"), which was classified as held for sale beginning in the third quarter of fiscal 2013. In addition, the following previously divested businesses were reported within discontinued operations: Brady Medical and Varitronics (divested in fiscal 2013) and Etimark (divested in fiscal 2012). These divested businesses were part of the IDS business segment. The first phase of this Die-Cut divestiture closed on May 1, 2014 and the second phase of the divestiture closed on August 1, 2014, subsequent to the fiscal year ended July 31, 2014.

Earnings from discontinued operations net of income taxes were $2.2 million in fiscal 2014, compared to a loss from discontinued operations net of income taxes of $16.3 million and $121.4 million for fiscal 2013 and 2012, respectively. In fiscal 2014, the Die-Cut business had net earnings from operations of $3.4 million, offset by a net loss on the sale of Die-Cut of $1.2 million. The loss in fiscal 2013 primarily related to a $15.7 million write-down of the Die-Cut disposal group to estimated fair value less costs to sell. The loss in fiscal 2012 primarily related to the $115.7 million goodwill impairment charge recorded during the second quarter of fiscal 2012, which was related to the Die-Cut disposal group.


19


There was no depreciation or amortization recognized within discontinued operations for fiscal 2014 as the Die-Cut business was first reported as held for sale in the prior year, at which point the fixed assets and intangible assets of these businesses were no longer depreciated or amortized in accordance with applicable U.S. GAAP. Depreciation and amortization recognized within discontinued operations for fiscal 2013 were $4.0 million and $4.8 million, respectively.

Business Segment Operating Results
The Company is organized and managed on a global basis within two business platforms: IDS and WPS, which are the reportable segments. Each business platform has a President that reports directly to the Company's chief operating decision maker, its Chief Executive Officer. Each platform has its own distinct operations, which are managed locally by its own management team, maintains its own financial reports and is evaluated based on global segment profit. The Company has determined that these business platforms comprise its operating and reportable segments based on the information used by the Chief Executive Officer to allocate resources and assess performance.
The segment results have been adjusted to reflect continuing operations in all periods presented. The sales and profit of discontinued operations are excluded from the following information.
Following is a summary of segment information for the fiscal years ended July 31, 2014, 2013, and 2012:
 
 
Years ended July 31,
(Dollars in thousands)
 
2014
 
2013
 
2012
SALES TO EXTERNAL CUSTOMERS
 
 
 
 
 
 
ID Solutions
 
$
825,123

 
$
739,116

 
$
636,590

WPS
 
399,911

 
418,676

 
434,914

Total
 
$
1,225,034

 
$
1,157,792

 
$
1,071,504

SALES GROWTH INFORMATION
 
 
 
 
 
 
ID Solutions
 
 
 
 
 
 
Organic
 
2.9
 %
 
0.8
 %
 
3.2
 %
Currency
 
(0.2
)%
 
(1.0
)%
 
(1.6
)%
Acquisitions
 
8.9
 %
 
16.3
 %
 
0.2
 %
Total
 
11.6
 %
 
16.1
 %
 
1.8
 %
Workplace Safety
 
 
 
 
 
 
Organic
 
(4.6
)%
 
(7.0
)%
 
(0.2
)%
Currency
 
0.1
 %
 
(0.7
)%
 
(1.2
)%
Acquisitions
 
—%

 
4.0
 %
 
1.6
 %
Total
 
(4.5
)%
 
(3.7
)%
 
0.2
 %
Total Company
 
 
 
 
 
 
Organic
 
0.2
 %
 
(2.4
)%
 
1.8
 %
Currency
 
(0.1
)%
 
(0.8
)%
 
(1.5
)%
Acquisitions
 
5.7
 %
 
11.3
 %
 
0.8
 %
Total
 
5.8
 %
 
8.1
 %
 
1.1
 %
SEGMENT PROFIT
 
 
 
 
 
 
ID Solutions
 
$
176,129

 
$
174,390

 
$
160,658

Workplace Safety
 
66,238

 
95,241

 
117,187

Total
 
$
242,367

 
$
269,631

 
$
277,845

SEGMENT PROFIT AS A PERCENT OF SALES
 
 
 
 
 
 
ID Solutions
 
21.3
 %
 
23.6
 %
 
25.2
 %
Workplace Safety
 
16.6
 %
 
22.7
 %
 
26.9
 %
Total
 
19.8
 %
 
23.3
 %
 
25.9
 %

20


NET EARNINGS RECONCILIATION
 
 
Years ended:
(Dollars in thousands)
 
July 31, 2014
 
July 31, 2013
 
July 31, 2012
Total profit from reportable segments
 
$
242,367

 
$
269,631

 
$
277,845

Unallocated costs:
 
 
 
 
 
 
Administrative costs
 
120,015

 
121,693

 
114,098

Restructuring charges
 
15,012

 
26,046

 
6,084

Impairment charges
 
148,551

 
204,448

 

Investment and other income
 
(2,402
)
 
(3,523
)
 
(2,082
)
Interest expense
 
14,300

 
16,641

 
19,090

(Loss) earnings from continuing operations before income taxes
 
$
(53,109
)
 
$
(95,674
)
 
$
140,655


ID Solutions

Fiscal 2014 vs. 2013     

Approximately 70% of net sales in the IDS segment were generated in the Americas region, 20% in EMEA, and 10% in APAC. IDS sales increased 11.6% to $825.1 million in fiscal 2014, compared to $739.1 million in fiscal 2013. The acquisition of PDC in December 2012 contributed to 8.9% of the sales growth for fiscal 2014. Organic sales increased by 2.9% and currency fluctuations were minimal, decreasing sales by 0.2% for the year ended July 31, 2014, as compared to the same period in the prior year.

Overall, organic sales within the IDS business grew in the low single digit percentages consistently each quarter in fiscal 2014. Organic growth in all regions was positive for the year with double digit growth in APAC, followed by mid-single digit growth in Europe and slightly lower growth in the Americas region.

Organic sales in the Americas grew in the low-single digits in fiscal 2014 as compared to fiscal 2013, primarily due to the sales force expansion and the development of proprietary new products in the core Brady brand business in the United States. This was partially offset by declines in Brazil and PDC. The Brazil business declined in both sales and profit as OEM sales were down due to weak economic conditions and increased competitive pressure. In the fourth quarter of fiscal 2014, the Company implemented a plan to consolidate a facility in Brazil to reduce its operations footprint and lower its cost structure. Sales in the PDC business declined approximately 2% organically in fiscal 2014, compared to annualized sales in fiscal 2013. PDC’s healthcare business correlates with U.S. hospital admission rates, which were down approximately 2% during fiscal 2014.

The IDS business in EMEA grew in the mid-single digits in fiscal 2014 compared to the prior year. This growth was driven by our businesses in the established Western European economies as well as Central Europe. Growth was the result of expanding and refocusing our sales organization and the sale of new products. The exceptions were France and Italy, which are facing weak economic environments.

Sales within the IDS business in APAC had double-digit growth for the year ended July 31, 2014. We experienced slower growth in the fourth quarter of fiscal 2014 as compared to the preceding three quarters primarily due to the negative impact the Die-Cut divestiture had on certain Asia business units. Sales of product identification products to our OEM customers in China were particularly strong as we continue to expand production capacity and capabilities. The investment in our MRO growth strategies and the expansion of our MRO business in China also positively impacted sales.

Segment profit increased to $176.1 million in fiscal 2014 from $174.4 million in fiscal 2013, an increase of $1.7 million or 1.0%. As a percent of sales, segment profit was 21.3% in fiscal 2014, compared to 23.6% in the prior year. The decline in segment profit as a percent of sales was due to lower gross margin in fiscal 2014 as a result of product mix and increased costs associated with the facility consolidations. The main contributor to the product mix is a full year of PDC sales at lower gross margin than the existing business, as well as an increase in lower-margin printer sales.
    
The PeopleID reporting unit consists primarily of the Company's acquisition of PDC from fiscal 2013, as well as the existing Brady PeopleID business. Organic sales within the PDC business declined in the low single digit percentages from fiscal 2013 to fiscal 2014. Hospital admission rates are the primary driver of PDC's sales under its existing strategy, and there was a decline of approximately 2% in these rates during fiscal 2014. Management has revisited its planned growth and profit for the PDC business and concluded that the growth may not materialize as expected given slower than anticipated industry growth and fewer sales

21


synergies than originally planned. As a result, management is implementing a modified strategy within the PDC business that will focus on the full continuum of care in the healthcare industry.

Management believes that the strategy modifications noted above will improve organic sales and profit within the PeopleID reporting unit in future years, but there is inherent risk in the revised strategy and the changing healthcare industry. As such, the Company's annual goodwill impairment analysis ("Step One") reflected the risk in the strategy and the decline in fiscal 2014 sales and profitability, which occurred during a period of time in which hospital admission rates were declining and the healthcare industry was reacting to healthcare reform. In addition, the PDC business fell short of internal forecasts, resulting in the conclusion that the PeopleID reporting unit failed Step One as the resulting fair value was less than the carrying value of the reporting unit.

Upon completion of the impairment assessment, the Company recognized a goodwill impairment charge of $100.4 million during fiscal 2014. In conjunction with the goodwill impairment test of the PeopleID reporting unit, finite and indefinite-lived intangibles associated with the reporting unit were revalued and analyzed for impairment. As a result, other intangibles in the amount of $48.2 million primarily associated with the PeopleID reporting unit were impaired during fiscal 2014.

Fiscal 2013 vs. 2012

Net sales increased by 16.1% from fiscal 2012 to 2013, which consisted of organic growth of 0.8%, currency impact of a negative 1.0% and growth from acquisitions of 8.9%. Acquisition growth within the IDS segment was almost entirely generated by the acquisition of PDC in December 2012, with a small portion contributed by the acquisition of Grafo in March 2012.

The PDC acquisition contributed more than $100 million in sales in fiscal 2013 and provides an entry for the Company into the healthcare identification space. Organic sales in the IDS segment grew by 0.8% primarily due to growth within the Americas of approximately 1%, which was partially offset by modest declines in Europe and APAC. Within the Americas, North America growth was partially offset by a 10% decline in Brazil. Sales over the Internet increased by more than 15%, and we experienced a positive response to our fiscal 2013 product launches. In Europe, the decline in the IDS business platform was mainly driven by the economy, partially offset by our increased presence in emerging geographies, new and differentiated product launches, and our strategy to increase share in specific vertical markets. In APAC, sales growth was modest, as the de-consolidation of certain business units from the Asia Die-Cut disposal group impacted sales growth negatively.

Overall, sales globally were driven by new product launches and growth within vertical markets. New products launched included the BBP85 printer, which is a continuous-sleeving wire identification system for high volume applications in the electrical and aerospace markets, and three new high performance materials to address the changing requirements for identification of printed circuit boards and electronic components. Vertical market growth was focused within the chemical, oil, and gas industries, as well as our targeted strategic account management programs.

Segment profit increased to $174.4 million in fiscal 2013 from $160.7 million in fiscal 2012, an increase of $13.7 million or 8.5%. The primary driver of the profit increase was the acquisition of PDC. This profit was partially offset by a decline in profitability in Brazil and Western Europe. Brazil's decline was due to a combination of sales decline, cost increases and expenses associated with the implementation of a new ERP system. In Western Europe, the largest decline in sales and profit was in Italy, where we experienced a 25.0% sales decline partially due to one-time sales in the prior year. In addition, Italy's profitability was impacted by product quality issues associated with a printer introduced in fiscal 2012.

The Company performed its annual goodwill impairment assessment for fiscal 2013 on May 1, 2013, and subsequently concluded that the IDS APAC reporting unit was impaired. Although sales grew from 2012 to 2013, profit declined and neither were as high as anticipated. Specifically, fourth quarter fiscal 2013 gross margin and segment profit declined compared to the prior year, while results were anticipated to increase over the prior year fourth quarter. In addition, projections were not sufficient to support the balance of goodwill remaining within the reporting unit. As such, the Company recorded a goodwill impairment charge of $18.2 million during fiscal 2013, which represented all of the remaining goodwill for this reporting unit.

Workplace Safety

Fiscal 2014 vs. 2013

Approximately 50% of net sales in the WPS segment were generated in EMEA, 30% in the Americas, and 20% in APAC. Net sales decreased 4.5% from $418.7 million in fiscal 2013 to $399.9 million in fiscal 2014. The sales decline consists of a decrease in organic sales of 4.6%, partially offset by 0.1% growth due to positive currency fluctuations.


22


Organic sales in the WPS segment declined since the second quarter of fiscal 2012 through the third quarter of fiscal 2014, due to a reduction in direct catalog mailings, increased e-commerce competition, and pricing adjustments. As a result, in connection with our organizational change to global business platforms in fiscal 2013, we refined our business strategy to focus on and invest in the following: expanding our e-commerce presence, increasing the offering of workplace safety products, enhancing our industry expertise, and further developing our pricing capabilities in order to optimize sales across multiple channels.

Although we experienced an organic sales decline for the year ended July 31, 2014, the sales decline lessened each quarter and returned to growth in the fourth quarter of fiscal 2014. This improving trend was primarily due to increased catalog mailings, better execution of our Internet offerings, and more effective pricing strategies that optimize both sales and profits. As a result of these changes, we saw WPS sales trends in the Americas improved slightly in fiscal 2014 compared to 2013 as the percentage rate of decline lessened to mid-single digits. WPS sales in APAC, which consists entirely of Australia, and WPS sales in EMEA returned to modest growth in the fourth quarter, primarily due to an increase in new customers, order volumes, and growth initiatives.

Segment profit decreased to $66.2 million in fiscal 2014 from $95.2 million in the prior year, a decline of $29.0 million, or 30.5%. As a percent of sales, segment profit was 16.6% in fiscal 2014, compared to 22.7% in the prior year. Similar to sales, although profit has declined, the rate of decline slowed in the second half of fiscal 2014 as the modified strategy began to take hold. WPS profit was also impacted by the increased costs due to facility consolidations and the incremental investment in implementing its e-commerce strategy.

In performing the fiscal 2014 annual goodwill impairment assessment, the Company completed a sensitivity analysis on the material assumptions used in the discounted cash flow models for each of its reporting units. The fair value was substantially in excess of carrying value for the entire WPS segment, however, the Company is providing a detailed sensitivity analysis of the WPS Europe and WPS APAC reporting units given that the WPS strategy remains a key risk in the current fiscal year. The WPS Americas reporting unit was impaired in the prior year and therefore has an insignificant goodwill balance remaining, as such, a sensitivity analysis was not completed.

The fair value of the WPS Europe and WPS APAC reporting units were substantially in excess of carrying value at the annual goodwill assessment date of May 1, 2014, with goodwill balances of $60.3 million and $32.8 million, respectively. The Company considers a reporting unit's fair value to be substantially in excess of its carrying value at 20% or greater. The Company prepares a discounted cash flow model and market multiples model to conclude upon fair value as part of its annual goodwill impairment test. In order to arrive at the assumptions for the discounted cash flow analysis completed as part of the annual goodwill impairment test, the Company considered multiple factors, including (a) macroeconomic conditions, (b) industry and market factors such as competition and changes in the market for the reporting unit's products, (c) overall financial performance such as cash flows, actual and planned revenue and profitability, and (d) changes in strategy for the reporting unit. The assumption with the most impact on our determination of fair value of both reporting units is profitability. A reduction in the annual profitability assumption by 100 basis points results in a decrease in the amount of fair value in excess of carrying value of 11% and 9% for WPS Europe and WPS APAC, respectively, but would still result in fair value substantially in excess of carrying value for both reporting units.

Fiscal 2013 vs. 2012

Net sales decreased by 3.7% from fiscal 2012 to 2013, which consisted of an organic decline of 7.0%, currency impact of a negative 0.7%, and growth from acquisitions of 4.0%. The Company acquired Runelandhs and Pervaco in Europe in May 2012.

Organic sales in the WPS segment declined 7.0% within all geographies from fiscal 2012 to 2013, and have declined for the preceding seven quarters. WPS APAC sales are generated entirely in Australia, and have declined for the last four quarters mainly due to the weakness in the Australian economy. In the Americas and Europe, organic sales declined by 5% and 6%, respectively. Beginning in fiscal 2012, we experienced a deterioration of this business due to a reduction in direct catalog mailings, increased e-commerce competition, and pricing adjustments. The Company continued to modify its strategy to grow this business, which included: investments in e-commerce capabilities, pricing structure changes and expansion of product offerings.
Segment profit decreased in fiscal 2013 to $95.2 million from $117.2 million, a decline of $22.0 million or 18.8%. This was primarily due to volume and price declines as a result of increased competition and reduced catalog advertising. In addition, the Company redirected some of its investment from the traditional catalog model to e-business, the benefits of which were anticipated to be realized in future fiscal years.
Since the global economic recession of 2009, organic growth within the WPS Americas reporting unit has been difficult to achieve, especially within mature economies such as the U.S. and Canada where business-to-business transactions over the Internet are more advanced than many of the European and Australian markets. With the acceleration of the Internet in the business-to-

23


business market, competition and pricing pressure have intensified. As a result, organic sales declined by approximately 7.0% and segment profit declined by nearly 20% during fiscal 2013 as compared to fiscal 2012.
The Company modified its strategy within the WPS platform in fiscal 2013, which included investments in enhanced e-commerce capabilities, expanded product offerings, enhanced industry-specific expertise, and adjustments to pricing strategies. Although management believed the strategy modifications would improve organic sales and profitability of the WPS platform in future years, there is risk associated with any strategy. As such, the Company's fiscal 2013 annual goodwill impairment analysis ("Step One") reflected the risk in the strategy and the decline in fiscal 2013 sales and profitability, which occurred during a period of time in which the Company was redirecting its investment from the traditional catalog model to e-business. In addition, the rate of decline became more pronounced during the second half of fiscal 2013 and fell short of internal forecasts, resulting in the conclusion that WPS Americas failed Step One, as the resulting fair value was less than the carrying value of the reporting unit.
Upon completion of the impairment assessment, the Company recognized a goodwill impairment charge of $172.3 million during fiscal 2013. In conjunction with the goodwill impairment test of the WPS Americas reporting unit, indefinite-lived tradenames associated with the reporting unit were revalued and analyzed for impairment. As a result, indefinite-lived tradenames in the amount of $10.6 million primarily associated with the WPS Americas reporting unit were impaired during fiscal 2013.

Liquidity & Capital Resources

Cash and cash equivalents were $81.8 million at July 31, 2014, a decline of $9.2 million from July 31, 2013. The significant changes were as follows:
 
Years ended July 31,
(Dollars in thousands)
2014
 
2013
 
2012
Net cash flow provided by (used in):
 
 
 
 
 
Operating activities
$
93,420

 
$
143,503

 
$
144,705

Investing activities
10,207

 
(325,766
)
 
(64,604
)
Financing activities
(115,387
)
 
(33,060
)
 
(147,824
)
Effect of exchange rate changes on cash
2,536

 
481

 
(16,348
)
Net decrease in cash and cash equivalents
$
(9,224
)
 
$
(214,842
)
 
$
(84,071
)

Net cash provided by operating activities was $93.4 million during fiscal 2014 compared to $143.5 million in the prior year. The decrease was primarily due to changes in operating assets and liabilities. The Company used cash of approximately $4 million, $13 million, and $21 million for accounts receivable, inventory and accounts payable and accrued liabilities, respectively. Cash used for accounts receivable increased in fiscal 2014 due primarily to geographic sales mix. Sales increased in EMEA and APAC compared to the prior year and these regions have a higher days sales outstanding. The accounts payable and accrued liabilities use of cash included $10 million of restructuring expenses related to fiscal 2013 that were paid in fiscal 2014. Cash used for inventory increased primarily to maintain service levels during facility consolidations.

Net cash provided by investing activities was $10.2 million during fiscal 2014 primarily due to the cash received from the first phase of the sale of the Die-Cut business of $54.2 million, offset by $43.4 million spent on capital expenditures in fiscal 2014. Net cash used in investing activities was $325.8 million during fiscal 2013 primarily due to the acquisition of PDC for $301.2 million.

Net cash used in financing activities was $115.4 million during fiscal 2014, compared to $33.1 million during the prior year. In fiscal 2014, the Company used cash to pay dividends of $40.5 million, purchased common shares for $30.6 million, and made a principal payment of $61.3 million on its private placement debt. This was offset primarily by cash proceeds of $12.1 million from the issuance of common stock related to stock option exercises during the year. In fiscal 2013, the Company used cash of $39.2 million to pay dividends and made a principal payment of $61.3 million on its private placement debt. This was offset by cash proceeds of $20.3 million from the issuance of common stock related to stock option exercises, and by the borrowing activity from the Company's credit revolver and multi-currency line of credit in China, which provided $50.6 million in cash in fiscal 2013.

Net cash provided by operating activities was $143.5 million during fiscal 2013 compared to $144.7 million in fiscal 2012. Although there was minimal change in total from fiscal 2012 to 2013, the cash flow from pre-tax income declined approximately $30 million, primarily due to the decline in sales and profits in our WPS segment. This was offset by the improvement in working

24


capital of approximately $30 million. This improvement was primarily attributable to a positive change in accounts payable and accrued liabilities related to fiscal 2013 working capital initiatives, which significantly improved days payable outstanding.

Net cash used in investing activities was $325.8 million during fiscal 2013, compared to net cash used in investing activities of $64.6 million in fiscal 2012. The increase in cash used in investing activities of $261.2 million was primarily due to cash used in the purchase of PDC in fiscal 2013 for $301.2 million and an increase in capital expenditures of $11.5 million for machinery in Brazil and new facilities in Thailand and Australia. This was partially offset by cash provided by divestitures of $10.2 million. See Note 2 within Item 8 for further information regarding acquisitions and divestitures.

Net cash used in financing activities was $33.1 million during fiscal 2013, compared to $147.8 million in fiscal 2012. The decrease in cash used in financing activities was due to a net draw on the Company's credit revolver and multi-currency line of credit in China for $50.6 million. In addition, cash provided by the issuance of common stock increased by $16.5 million, while cash used to repurchase common shares decreased by $44.8 million compared to 2012.
During fiscal 2004 through fiscal 2007, the Company completed three private placement note issuances totaling $500 million in ten-year fixed rate notes with varying maturity dates to institutional investors at interest rates varying from 5.14% to 5.33%. The notes must be repaid equally over seven years, with initial payment due dates ranging from 2008 to 2011, with interest payable on the notes due semiannually on various dates throughout the year, which began in December 2004. The private placements were exempt from the registration requirements of the Securities Act of 1933. The notes were not registered for resale and may not be resold absent such registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. The notes have certain prepayment penalties for repaying them prior to the maturity date. Under the debt agreement, the Company made scheduled principal payments of $61.3 million during each of the years ended July 31, 2008 through 2014.

On May 13, 2010, the Company completed a private placement of €75 million aggregate principal amount of senior unsecured notes to accredited institutional investors. The €75 million of senior notes consists of €30 million aggregate principal amount of 3.71% Series 2010-A Senior Notes, due May 13, 2017 and €45 million aggregate principal amount of 4.24% Series 2010-A Senior Notes, due May 13, 2020, with interest payable on the notes semiannually. This private placement was exempt from the registration requirements of the Securities Act of 1933. The notes were not registered for resale and may not be resold absent such registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. The notes have certain prepayment penalties for prepaying them prior to maturity. The notes have been fully and unconditionally guaranteed on an unsecured basis by the Company's domestic subsidiaries. These unsecured notes were issued pursuant to a note purchase agreement, dated May 13, 2010.

On February 1, 2012, the Company and certain of its subsidiaries entered into an unsecured $300 million multi-currency revolving loan agreement with a group of six banks that replaced and terminated the Company's previous credit agreement that had been entered into on October 5, 2006, and amended on March 18, 2008. Under the revolving loan agreement, which has a final maturity date of February 1, 2017, the Company has the option to select either a base interest rate (based upon the higher of the federal funds rate plus one-half of 1% or the prime rate of Bank of America plus a margin based upon the Company's consolidated leverage ratio) or a Eurocurrency interest rate (at the LIBOR rate plus a margin based on the Company's consolidated leverage ratio). At the Company's option, and subject to certain conditions, the available amount under the revolving loan agreement may be increased from $300 million up to $450 million.
In December 2012, the Company drew down $220 million from its revolving loan agreement with a group of six banks to fund a portion of the purchase price of the acquisition of PDC. The borrowings bear interest at LIBOR plus 1.125% per annum, which will be reset from time to time based upon changes in the LIBOR rate. As of July 31, 2013, there was $39 million outstanding on this revolving loan agreement, which was repaid during fiscal 2014. During fiscal 2014, the Company drew down an additional $63 million in order to fund dividends, principal payments on the private placement note issuances, share repurchases, and general corporate needs. The Company repaid $21 million of this borrowing during the three months ended July 31, 2014. During fiscal 2014, the maximum amount outstanding on the revolving loan agreement was $72 million. As of July 31, 2014, the outstanding balance on the credit facility was $42 million and the Company had outstanding letters of credit under the revolving loan agreement of $3.6 million. There was $254 million available for future borrowing under the credit facility, which can be increased to $404.4 million at the Company's option, subject to certain conditions.
In February 2013, the Company entered into an unsecured $26.2 million multi-currency line of credit in China, which was amended in November 2013 to $24.2 million and is due on demand. The line of credit supports USD-denominated or CNY-denominated borrowing to fund working capital and operations for the Company's Chinese entities. Borrowings under this facility may be made for a period up to one year from the date of borrowing with interest on the borrowings incurred equal to US Dollar LIBOR on the date of borrowing plus a margin based upon duration. There is no ultimate maturity on the facility and the facility

25


is subject to periodic review and repricing. The Company is not required to comply with any financial covenants as part of this agreement. During fiscal 2014, the maximum amount outstanding was $19.4 million, which was also the outstanding balance as of July 31, 2014. This was comprised of $6.9 million USD-denominated borrowings and $12.5 million USD equivalent of CNY-denominated borrowings. As of July 31, 2014, there was $4.8 million available for future borrowing under this credit facility.
The Company’s debt and revolving loan agreements require it to maintain certain financial covenants. The Company’s June 2004, February 2006, March 2007, and May 2010 private placement debt agreements require the Company to maintain a ratio of debt to the trailing twelve months EBITDA, as defined in the debt agreements, of not more than a 3.5 to 1.0 ratio (leverage ratio). As of July 31, 2014, the Company was in compliance with the financial covenant of the February 2006, March 2007, and May 2010 private placement debt agreements, with the ratio of debt to EBITDA, as defined by the agreements, equal to 1.7 to 1.0. Additionally, the Company’s February 2012 revolving loan agreement requires the Company to maintain a ratio of debt to trailing twelve months EBITDA, as defined by the debt agreement, of not more than a 3.25 to 1.0 ratio. The revolving loan agreement requires the Company’s trailing twelve months EBITDA to interest expense of not less than a 3.0 to 1.0 ratio (interest expense coverage). As of July 31, 2014, the Company was in compliance with the financial covenants of the revolving loan agreement, with the ratio of debt to EBITDA, as defined by the agreement, equal to 1.7 to 1.0 and the interest expense coverage ratio equal to 11.5 to 1.0

Long-term obligations (including current maturities) as a percentage of long-term obligations plus stockholders' investment were 21.6% at July 31, 2014 and 24.0% at July 31, 2013. Long-term obligations decreased by $60.6 million from July 31, 2013 to July 31, 2014, due to the principal payment on debt of $61.3 million, partially offset by the negative impact of foreign currency translation on the Company's Euro-denominated debt of $0.7 million. Stockholders' investment decreased $97.7 million from July 31, 2013 to July 31, 2014, primarily due to the net loss of $46.0 million, an increase in treasury stock of $23.5 million from share repurchases in the second half of fiscal 2014, and dividend payments of $40.5 million. This was offset by an increase in additional paid-in capital of $5.6 million and an increase in Accumulated Other Comprehensive Income ("AOCI") of $8.1 million.

The Company's cash balances are generated and held in numerous locations throughout the world. At July 31, 2014, 87.9% of the Company's cash and cash equivalents were held outside the United States. The Company's growth has historically been funded by a combination of cash provided by operating activities and debt financing. The Company believes that its cash flow from operating activities, in addition to its borrowing capacity, are sufficient to fund its anticipated requirements for working capital, capital expenditures, restructuring activities, acquisitions, common stock repurchases, scheduled debt repayments, and dividend payments for the next twelve months.

In fiscal 2014, the Company completed the first phase of the sale of its Die-Cut businesses. In conjunction with the sale of this business, the Company repatriated approximately $57 million of the cash received, which primarily consisted of purchase price, to the United States. The cash received from the sale of Die-Cut in fiscal 2014 and the fiscal 2013 acquisition of PDC resulted in repatriations of cash to the United States from foreign jurisdictions, which resulted in a $4.0 million and $26.6 million tax charge recognized in continuing operations during the fiscal years ended July 31, 2014 and 2013, respectively. The Company believes that its current credit arrangements are sound and that the strength of its balance sheet will allow financial flexibility to respond to both internal growth opportunities and those available through acquisition. However, future cash needs could require the Company to repatriate additional cash to the U.S. from foreign jurisdictions, which could result in material tax charges recognized in the period in which the decisions are made.

26


Subsequent Events Affecting Financial Condition
On August 1, 2014, the Company closed the second and final phase of the sale of the Die-Cut business to LTI Flexible Products, Inc. (d/b/a Boyd Corporation) for cash proceeds of approximately $7 million. The second-phase closing involved the sale of the remainder of the Company’s Asian Die-Cut business, with operations in Langfang, Wuxi and Shenzhen in China and associated global sales support.
On August 1, 2014, the Board of Directors appointed J. Michael Nauman as President and Chief Executive Officer of the Company, effective August 4, 2014. In addition, Mr. Nauman was appointed as a member of the Board of Directors, effective as of August 4, 2014, with a term expiring at the next annual meeting of shareholders in November 2014.
On September 10, 2014, the Board of Directors appointed Thomas J. Felmer to serve as the Company’s Senior Vice President and President - Workplace Safety, effective immediately. With Mr. Felmer’s appointment as President - Workplace Safety, the Board of Directors appointed Aaron J. Pearce to serve as Senior Vice President and Chief Financial Officer of the Company, effective immediately.
On September 10, 2014, the Company announced an increase in the annual dividend to shareholders of the Company's Class A Common Stock, from $0.78 to $0.80 per share. A quarterly dividend of $0.20 will be paid on October 31, 2014, to shareholders of record at the close of business on October 10, 2014. This dividend represents an increase of 2.6% and is the 29th consecutive annual increase in dividends.

Off-Balance Sheet Arrangements

The Company does not have material off-balance sheet arrangements or related-party transactions. The Company is not aware of factors that are reasonably likely to adversely affect liquidity trends, other than the risk factors described in this and other Company filings. However, the following additional information is provided to assist those reviewing the Company’s financial statements.
Operating Leases — The leases generally are entered into for investments in facilities such as manufacturing facilities, warehouses and office space, computer equipment and Company vehicles.
Purchase Commitments — The Company has purchase commitments for materials, supplies, services, and property, plant and equipment as part of the ordinary conduct of its business. In the aggregate, such commitments are not in excess of current market prices and are not material to the financial position of the Company. Due to the proprietary nature of many of the Company’s materials and processes, certain supply contracts contain penalty provisions for early termination. The Company does not believe a material amount of penalties will be incurred under these contracts based upon historical experience and current expectations.
Other Contractual Obligations — The Company does not have material financial guarantees or other contractual commitments that are reasonably likely to adversely affect liquidity.
Related-Party Transactions — Based on an evaluation for the year ended July 31, 2014, the Company does not have material related party transactions that affect the results of operations, cash flow or financial condition.
Payments Due Under Contractual Obligations
The Company’s future commitments in continuing operations at July 31, 2014 for long-term debt, operating lease obligations, purchase obligations, interest obligations and other obligations are as follows (dollars in thousands):
 
 
Payments Due by Period
Contractual Obligations
 
Total
 
Less than
1 Year
 
1-3
Years
 
3-5
Years
 
More
than
5 Years
 
Uncertain
Timeframe
Long-Term Debt Obligations
 
$
201,810

 
$
42,514

 
$
99,050

 
$

 
$
60,246

 
$

Operating Lease Obligations
 
71,453

 
16,163

 
21,640

 
16,700

 
16,950

 

Purchase Obligations (1)
 
52,933

 
51,302

 
204

 
1,351

 
76

 

Interest Obligations
 
26,123

 
8,487

 
10,519

 
5,109

 
2,008

 

Tax Obligations
 
17,849

 

 

 

 

 
17,849

Other Obligations (2)
 
7,101

 
476

 
1,120

 
1,368

 
4,137

 

Total
 
$
377,269

 
$
118,942

 
$
132,533

 
$
24,528

 
$
83,417

 
$
17,849

 

27


(1)
Purchase obligations include all open purchase orders as of July 31, 2014.
(2)
Other obligations represent expected payments under the Company’s U.S. postretirement medical plan and international pension plans as disclosed in Note 5 to the consolidated financial statements, under Item 8 of this report.
Inflation and Changing Prices
Essentially all of the Company’s revenue is derived from the sale of its products in competitive markets. Because prices are influenced by market conditions, it is not always possible to fully recover cost increases through pricing. Changes in product mix from year to year, timing differences in instituting price changes, and the large amount of part numbers make it impracticable to accurately define the impact of inflation on profit margins.
Critical Accounting Estimates
Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments.
The Company believes the following accounting estimates are most critical to an understanding of its financial statements. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made, and (2) material changes in the estimates are reasonably likely from period to period. For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 to the Company’s Consolidated Financial Statements.
Income Taxes
The Company’s effective tax rate is based on pre-tax income and the tax rates applicable to that income in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective income tax rate and in evaluating its tax positions. The Company establishes liabilities when it is more likely than not that the Company will not realize the full tax benefit of the position. The Company adjusts these liabilities in light of changing facts and circumstances.
Tax regulations may require items of income and expense to be included in a tax return in different periods than the items are reflected in the consolidated financial statements. As a result, the effective income tax rate reflected in the consolidated financial statements may be different than the tax rate reported in the income tax return. Some of these differences are permanent, such as expenses that are not deductible on the income tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as tax deductions or credits in the tax return in future years for which the Company has already recorded the tax benefit in the consolidated financial statements. The Company establishes valuation allowances against its deferred tax assets when it is more likely than not that the amount of expected future taxable income will not support the use of the deduction or credit. The determination of the amount of valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, and (3) the impact of tax planning strategies, and can also be impacted by changes to tax laws. Deferred tax liabilities generally represent tax expense recognized in the consolidated financial statements for which payment has been deferred or expensed for which the Company has already taken a deduction on an income tax return but has not yet recognized as expense in the consolidated financial statements.
The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon the technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Judgment is required in evaluating tax positions and determining income tax provisions. The Company generally re-evaluates the technical merits of its tax positions and recognizes an uncertain tax benefit when (i) there is completion of a tax audit; (ii) there is a change in applicable tax law including a tax case ruling or legislative guidance; or (iii) there is an expiration of the statute of limitations.
In fiscal 2014, the Company completed the first phase of the sale of its Die-Cut businesses. In conjunction with the sale of this business platform, the Company repatriated approximately $57 million of the cash received, which primarily consisted of purchase price, to the United States. The Company does not provide for U.S. deferred taxes on cumulative earnings of non-U.S. affiliates and associated companies that have been re-invested indefinitely. These earnings related to ongoing operations have been reinvested in non-U.S. business operations, and the Company does not intend to repatriate these earnings to fund U.S. operations. In fiscal 2013, the Company repatriated approximately $204 million of foreign cash to help fund the acquisition of PDC. Given

28


the sale of the Die-Cut business was the largest business divestiture in the Company's history and the acquisition of PDC was the largest acquisition in the Company's history, these repatriations were unique, and do not change management's assertion that the remaining cumulative earnings are reinvested indefinitely.
Goodwill and Other Indefinite-lived Intangible Assets

The allocation of purchase price for business combinations requires management estimates and judgment as to expectations for future cash flows of the acquired business and the allocation of those cash flows to identifiable intangible assets in determining the estimated fair value for purchase price allocation purposes. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill or require acceleration of the amortization expense of finite-lived intangible assets. In addition, accounting guidance requires that goodwill and other indefinite-lived intangible assets be tested at least annually for impairment. If circumstances or events prior to the date of the required annual assessment indicate that, in management's judgment, it is more likely than not that there has been a reduction of fair value of a reporting unit below its carrying value, the Company performs an impairment analysis at the time of such circumstance or event. Changes in management's estimates or judgments could result in an impairment charge, and such a charge could have an adverse effect on the Company's financial condition and results of operations. To aid in establishing the value of goodwill and other intangible assets at the time of acquisition, Company policy states that all acquisitions with goodwill of greater than $20 million require the use of external valuations.

The Company has identified two operating segments, Identification Solutions and Workplace Safety. The Company has identified six reporting units within its two operating segments with the following goodwill balances as of July 31, 2014: IDS Americas & Europe, $319.0 million; IDS APAC, $0; PeopleID, $93.3 million; WPS Americas, $10.9 million; WPS Europe, $58.9 million; and WPS APAC, $32.9 million. Brady continues to believe that the discounted cash flow model and market multiples model provide a reasonable and meaningful fair value estimate based upon the reporting units' projections of future operating results and cash flows and replicates how market participants would value the Company's reporting units. The projections of future operating results, which are based on both past performance and the projections and assumptions used in the Company's current and long range operating plans, are subject to change as a result of changing economic and competitive conditions. Significant estimates used by management in the discounted cash flows methodology include estimates of future cash flows based on expected growth rates, price increases, fluctuations in gross margin and SG&A as a percentage of sales, capital expenditures, working capital levels, income tax rates, the benefits of recent acquisitions and expected synergies, and a weighted-average cost of capital that reflects the specific risk profile of the reporting unit being tested. Significant negative industry or economic trends, disruptions to the Company's business, loss of significant customers, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations.

In the event the fair value of a reporting unit is less than the carrying value, including goodwill, the Company would then perform an additional assessment that would compare the implied fair value of goodwill with the carrying amount of goodwill. The determination of the implied fair value of goodwill would require management to compare the fair value of the reporting unit to the estimated fair value of the assets and liabilities of the reporting unit. If necessary, the Company may consult valuation specialists to assist with the assessment of the estimated fair value of assets and liabilities for the reporting unit. If the implied fair value of the goodwill is less than the carrying value, an impairment charge would be recorded.    

The Company considers a reporting unit’s fair value to be substantially in excess of its carrying value at 20% or greater. The annual impairment testing performed on May 1, 2014, in accordance with ASC 350, “Intangibles - Goodwill and Other” (“Step One”) indicated that each of the following reporting units had a fair value substantially in excess of its carrying value: IDS Americas & Europe, IDS APAC, WPS Americas, WPS Europe, and WPS APAC. The Company concluded that the PeopleID reporting unit failed Step One of the goodwill impairment test.

PeopleID Goodwill Impairment

Management proceeded to measure the amount of the potential impairment ("Step Two") for the PeopleID reporting unit with the assistance of a third party valuation firm utilizing a discounted cash flow model and market multiples approach. The Company calculated the fair value of the identifiable assets and liabilities of the reporting unit as if it had been acquired in a business combination, and the excess fair value of the reporting unit over the fair value of its identifiable assets and liabilities was the implied fair value of goodwill. Upon completion of the assessment, the Company recognized a goodwill impairment charge of $100.4 million during the three months ended July 31, 2014.


29


In conjunction with the goodwill impairment test of the PeopleID reporting unit, the carrying value of the finite and indefinite-lived intangible assets within the reporting unit were compared to the fair value calculated as part of the Step Two analysis described above. Finite and indefinite-lived other intangible assets in the amount of $48.2 million primarily associated with the PeopleID reporting unit were impaired during the three months ended July 31, 2014.
Reserves and Allowances
The Company has recorded reserves or allowances for inventory obsolescence, uncollectible accounts receivable, and credit memos. These accounts require the use of estimates and judgment. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The Company believes that such estimates are made with consistent and appropriate methods. Actual results may differ from these estimates under different assumptions or conditions.
New Accounting Standards
The information required by this Item is provided in Note 1 of the Notes to Consolidated Financial Statements contained in Item 8 — Financial Statements and Supplementary Data.

Forward-Looking Statements
In this annual report on Form 10-K, statements that are not reported financial results or other historic information are “forward-looking statements.” These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations.

The use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For Brady, uncertainties arise from:

Implementation of the healthcare strategy;
Implementation of the Workplace Safety strategy;
Future competition;
Risks associated with restructuring plans;
Future financial performance of major markets Brady serves, which include, without limitation, telecommunications, hard disk drive, manufacturing, electrical, construction, laboratory, education, governmental, public utility, computer, healthcare and transportation;
Technology changes and potential security violations to the Company's information technology system
Fluctuations in currency rates versus the U.S. dollar;
Risks associated with international operations;
Difficulties associated with exports;
Brady's ability to develop and successfully market new products;
Risks associated with identifying, completing, and integrating acquisitions;
Changes in the supply of, or price for, parts and components;
Increased price pressure from suppliers and customers;
Brady's ability to retain significant contracts and customers;
Risk associated with loss of key talent;
Risks associated with divestitures and businesses held for sale;
Risks associated with obtaining governmental approvals and maintaining regulatory compliance;
Risk associated with product liability claims;
Environmental, health and safety compliance costs and liabilities;
Potential write-offs of Brady's substantial intangible assets;
Risks associated with our ownership structure;
Unforeseen tax consequences;
Brady's ability to maintain compliance with its debt covenants;
Increase in our level of debt; and

30


Numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive, and regulatory nature contained from time to time in Brady's U.S. Securities and Exchange Commission filings, including, but not limited to, those factors listed in the “Risk Factors” section within Item 1A of Part I of this Form 10-K.
These uncertainties may cause Brady's actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law.

Risk Factors
Refer to the information contained in Item 1A - Risk Factors.

31


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company’s business operations give rise to market risk exposure due to changes in foreign exchange rates. To manage that risk effectively, the Company enters into hedging transactions, according to established guidelines and policies that enable it to mitigate the adverse effects of this financial market risk.
The global nature of the Company’s business requires active participation in the foreign exchange markets. As a result of investments, production facilities and other operations on a global scale, the Company has assets, liabilities and cash flows in currencies other than the U.S. Dollar. The objective of the Company’s foreign currency exchange risk management is to minimize the impact of currency movements on non-functional currency transactions and minimize the foreign currency translation impact on the Company’s operations. To achieve this objective, the Company hedges a portion of known exposures using forward contracts. Main exposures are related to transactions denominated in the British Pound, the Euro, Canadian Dollar, Australian Dollar, Swiss Franc, Malaysian Ringgit, and Singapore Dollar. As of July 31, 2014, the Company had no outstanding forward foreign exchange contracts designated as cash flow hedges. The Company uses Euro-denominated debt of €75.0 million and British Pound-denominated intercompany debt of £25.0 million designated as hedge instruments to hedge portions of the Company’s net investments in its European and British Pound denominated foreign operations. The Company's revolving credit facility allows it to borrow up to $100.0 million in currencies other than U.S. Dollars under an alternative currency sub-limit. The Company has periodically borrowed funds in Euro and British Pounds under this sub-limit. Debt issued in currencies other than U.S. Dollars acts as a natural hedge to the Company's exposure to the associated currency.
The Company also faces exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Although the Company has a U.S. dollar functional currency for reporting purposes, it has manufacturing sites throughout the world and the majority of its sales are generated in foreign currencies. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively.
Currency exchange rates decreased fiscal 2014 sales by 0.1% compared to fiscal 2013 as the U.S. dollar appreciated, on average, against other major currencies throughout the year. The most significant impact on sales due to currency fluctuations occurred during the second quarter ended January 31, 2014, as sales declined by 0.6% as compared to the same quarter of the prior year. This decline was primarily driven by the appreciation of the U.S. dollar against the Euro.
The Company is subject to the risk of change in foreign currency exchange rates due to its operations in foreign countries. The Company has manufacturing facilities and sells and distributes its products throughout the world. As a result, the Company’s financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company manufactures, distributes and sells its products. The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and the Australian dollar, the Canadian dollar, the Singapore dollar, the Euro, the British Pound, the Brazilian Real, and the Chinese Yuan. Changes in foreign currency exchange rates for the Company’s foreign subsidiaries reporting in local currencies are generally reported as a component of stockholders’ investment. The Company’s currency translation adjustment recorded in fiscal 2014 and 2013 as a separate component of stockholders’ investment was $7.5 million favorable and $2.3 million unfavorable, respectively. As of July 31, 2014 and 2013, the Company’s foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $200.1 million and $245.1 million, respectively. The potential decrease in net current assets as of July 31, 2014, from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates would be approximately $20 million. This sensitivity analysis assumes a parallel shift in all major foreign currency exchange rates versus the U.S. dollar. Exchange rates rarely move in the same direction relative to the U.S. dollar due to positive and negative correlations of the various global currencies. This assumption may overstate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.
The Company could be exposed to interest rate risk through its corporate borrowing activities. The objective of the Company’s interest rate risk management activities is to manage the levels of the Company’s fixed and floating interest rate exposure to be consistent with the Company’s preferred mix. The interest rate risk management program allows the Company to enter into approved interest rate derivatives if there is a desire to modify the Company’s exposure to interest rates. As of July 31, 2014, the Company had no interest rate derivatives.


32


Item 8. Financial Statements and Supplementary Data
BRADY CORPORATION & SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
 
Page
Report of Independent Registered Public Accounting Firm
Financial Statements:
 
Consolidated Balance Sheets — July 31, 2014 and 2013
Consolidated Statements of Earnings — Years Ended July 31, 2014, 2013, and 2012

Consolidated Statements of Comprehensive Loss — Years Ended July 31, 2014, 2013 and 2012
Consolidated Statements of Stockholders’ Investment — Years Ended July 31, 2014, 2013, and 2012
Consolidated Statements of Cash Flows — Years Ended July 31, 2014, 2013, and 2012
Notes to Consolidated Financial Statements — Years Ended July 31, 2014, 2013, and 2012

33




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Brady Corporation
Milwaukee, Wisconsin

We have audited the accompanying consolidated balance sheets of Brady Corporation and subsidiaries (the "Company") as of July 31, 2014 and 2013, and the related consolidated statements of earnings, comprehensive loss, stockholders' investment, and cash flows for each of the three years in the period ended July 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Brady Corporation and subsidiaries at July 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of July 31, 2014, based on the criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 29, 2014, expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
September 29, 2014


34




BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31, 2014 and 2013
 
2014
 
2013
 
(Dollars in thousands)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
81,834

 
$
91,058

Accounts receivable — net
177,648

 
169,261

Inventories:
 
 
 
Finished products
73,096

 
64,544

Work-in-process
17,689

 
14,776

Raw materials and supplies
22,490

 
15,387

Total inventories
113,275

 
94,707

Assets held for sale
49,542

 
119,864

Prepaid expenses and other current assets
41,543

 
37,600

Total current assets
463,842

 
512,490

Other assets:
 
 
 
Goodwill
515,004

 
617,236

Other intangible assets
91,014

 
156,851

Deferred income taxes
27,320

 
8,623

Other
22,314

 
21,325

Property, plant and equipment:
 
 
 
Cost:
 
 
 
Land
7,875

 
7,861

Buildings and improvements
101,866

 
91,471

Machinery and equipment
288,409

 
266,787

Construction in progress
12,500

 
11,842

 
410,650

 
377,961

Less accumulated depreciation
276,479

 
255,803

Property, plant and equipment — net
134,171

 
122,158

Total
$
1,253,665

 
$
1,438,683

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
 
 
 
Current liabilities:
 
 
 
Notes payable
$
61,422

 
$
50,613

Accounts payable
88,099

 
82,519

Wages and amounts withheld from employees
38,064

 
42,413

Liabilities held for sale
10,640

 
34,583

Taxes, other than income taxes
7,994

 
8,243

Accrued income taxes
7,893

 
7,056

Other current liabilities
35,319

 
36,806

Current maturities on long-term debt
42,514

 
61,264

Total current liabilities
291,945

 
323,497

Long-term obligations, less current maturities
159,296

 
201,150

Other liabilities
69,348

 
83,239

Total liabilities
520,589

 
607,886

Stockholders’ investment:
 
 
 
Class A nonvoting common stock — Issued 51,261,487 and 51,261,487 shares, respectively; (aggregate liquidation preference of $42,803 and $42,803 at July 31, 2014 and 2013, respectively)
513

 
513

Class B voting common stock — Issued and outstanding 3,538,628 shares
35

 
35

Additional paid-in capital
311,811

 
306,191

Earnings retained in the business
452,057

 
538,512

Treasury stock — 3,477,291 and 2,626,276 shares, respectively of Class A nonvoting common stock, at cost
(93,337
)
 
(69,797
)
Accumulated other comprehensive income
64,156

 
56,063

Other
(2,159
)
 
(720
)
Total stockholders’ investment
733,076

 
830,797

Total
$
1,253,665

 
$
1,438,683


See Notes to Consolidated Financial Statements.

35


BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Years Ended July 31, 2014, 2013 and 2012

 
2014
 
2013
 
2012
 
(In thousands, except per share amounts)
Net sales
$
1,225,034

 
$
1,157,792

 
$
1,071,504

Cost of products sold
615,470

 
548,444

 
480,535

Gross margin
609,564

 
609,348

 
590,969

Operating expenses:
 
 
 
 
 
Research and development
35,048

 
33,552

 
34,528

Selling, general and administrative
452,164

 
427,858

 
392,694

Restructuring charges
15,012

 
26,046

 
6,084

Impairment charges
148,551

 
204,448

 

Total operating expenses
650,775

 
691,904

 
433,306

Operating (loss) income
(41,211
)
 
(82,556
)
 
157,663

Other income and (expense):
 
 
 
 
 
Investment and other income
2,402

 
3,523

 
2,082

Interest expense
(14,300
)
 
(16,641
)
 
(19,090
)
(Loss) earnings from continuing operations before income taxes
(53,109
)
 
(95,674
)
 
140,655

Income tax (benefit) expense
(4,963
)
 
42,583

 
37,162

(Loss) earnings from continuing operations
$
(48,146
)
 
$
(138,257
)
 
$
103,493

Earnings (loss) from discontinued operations, net of income taxes
2,178

 
(16,278
)
 
(121,404
)
Net loss
$
(45,968
)
 
$
(154,535
)
 
$
(17,911
)
(Loss) earnings from continuing operations per Class A Nonvoting Common Share
 
 
 
 
 
Basic
$
(0.93
)
 
$
(2.70
)
 
$
1.97

Diluted
$
(0.93
)
 
$
(2.70
)
 
$
1.95

(Loss) earnings from continuing operations per Class B Voting Common Share:
 
 
 
 
 
Basic
$
(0.95
)
 
$
(2.71
)
 
$
1.95

Diluted
$
(0.95
)
 
$
(2.71
)
 
$
1.94

Earnings (loss) from discontinued operations per Class A Nonvoting Common Share:
 
 
 
 
 
Basic
$
0.04

 
$
(0.32
)
 
$
(2.31
)
Diluted
$
0.04

 
$
(0.32
)
 
$
(2.29
)
Earnings (loss) from discontinued operations per Class B Voting Common Share:
 
 
 
 
 
Basic
$
0.05

 
$
(0.32
)
 
$
(2.31
)
Diluted
$
0.05

 
$
(0.32
)
 
$
(2.30
)
Net loss per Class A Nonvoting Common Share:
 
 
 
 
 
Basic
$
(0.89
)
 
$
(3.02
)
 
$
(0.35
)
Diluted
$
(0.89
)
 
$
(3.02
)
 
$
(0.34
)
Dividends
$
0.78

 
$
0.76

 
$
0.74

Net loss per Class B Voting Common Share:
 
 
 
 
 
Basic
$
(0.90
)
 
$
(3.03
)
 
$
(0.36
)
Diluted
$
(0.90
)
 
$
(3.03
)
 
$
(0.36
)
Dividends
$
0.76

 
$
0.74

 
$
0.72

Weighted average common shares outstanding (in thousands):
 
 
 
 
 
Basic
51,866

 
51,330

 
52,453

Diluted
51,866

 
51,330

 
52,821

See Notes to Consolidated Financial Statements.


36


BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Years Ended July 31, 2014, 2013 and 2012

 
2014
 
2013
 
2012
 
(Dollars in thousands)
Net loss
$
(45,968
)
 
$
(154,535
)
 
$
(17,911
)
Other comprehensive (loss) income:
 
 
 
 
 
Foreign currency translation adjustments:
 
 
 
 
 
Net gain (loss) recognized in other comprehensive income (loss)
4,543

 
(2,312
)
 
(62,827
)
Reclassification adjustment for losses included in net loss
3,004

 

 

 
7,547

 
(2,312
)
 
(62,827
)
 
 
 
 
 
 
Net investment hedge translation adjustments
(4,243
)
 
(6,537
)
 
20,508

Long-term intercompany loan translation adjustments:
 
 
 
 
 
Net gain (loss) recognized in other comprehensive income (loss)
211

 
3,108

 
(2,170
)
Reclassification adjustment for losses included in net loss
865

 

 

 
1,076

 
3,108

 
(2,170
)
 
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
Net gain (loss) recognized in other comprehensive income (loss)
8

 
(652
)
 
2,389

Reclassification adjustment for (gains) losses included in net loss
(147
)
 
(578
)
 
494

 
(139
)
 
(1,230
)
 
2,883

Pension and other post-retirement benefits:
 
 
 
 
 
Net gain (loss) recognized in other comprehensive income (loss)
5,211

 
1,617

 
(1,015
)
Actuarial gain amortization
(240
)
 
(25
)
 
(201
)
Prior service credit amortization
(203
)
 
(203
)
 
(203
)
Reclassification adjustment for losses included in net earnings
131

 

 

 
4,899

 
1,389

 
(1,419
)
 
 
 
 
 
 
Other comprehensive income (loss), before tax
9,140

 
(5,582
)
 
(43,025
)
Income tax (expense) benefit related to items of other comprehensive income (loss)
(1,047
)
 
2,234

 
(11,462
)
Other comprehensive income (loss), net of tax
8,093

 
(3,348
)
 
(54,487
)
Comprehensive loss
$
(37,875
)
 
$
(157,883
)