-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7hyqGl5hdMziHGTk75X9ycCmCCN5RolM1EeNKjn5xvnYcSuZgi9jlEKoGrZVOpu vdPVuqrHd31NOJOLCES8/w== 0000950134-03-012677.txt : 20030912 0000950134-03-012677.hdr.sgml : 20030912 20030912083926 ACCESSION NUMBER: 0000950134-03-012677 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030912 ITEM INFORMATION: FILED AS OF DATE: 20030912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRADY CORP CENTRAL INDEX KEY: 0000746598 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 390178960 STATE OF INCORPORATION: WI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14959 FILM NUMBER: 03892880 BUSINESS ADDRESS: STREET 1: 6555 W GOOD HOPE RD STREET 2: P O BOX 571 CITY: MILWAUKEE STATE: WI ZIP: 53201-0571 BUSINESS PHONE: 4143586600 FORMER COMPANY: FORMER CONFORMED NAME: BRADY W H CO DATE OF NAME CHANGE: 19920703 8-K 1 c79553e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2003 Commission File Number 1-14959 BRADY CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0971239 (State of Incorporation) (IRS Employer Identification No.) 6555 West Good Hope Road Milwaukee, Wisconsin 53223 (Address of Principal Executive Offices and Zip Code) (414) 358-6600 (Registrant's Telephone Number) Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On September 12, 2003, Brady Corporation (the "Company") issued a press release announcing its fiscal 2003 fourth quarter financial results. The information in this Current Report is being furnished pursuant to Item 12 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Act of 1934, as amended, and Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of those sections. This Current Report will not be deemed an admission by Brady Corporation as to the materiality of any information in this report that is required to be disclosed solely by Item 12. Brady Corporation does not undertake a duty to update the information in this Current Report and cautions that the information included in this Current Report is current only as of September 12, 2003 and may change thereafter. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRADY CORPORATION Date: September 12, 2003 /s/ David W. Schroeder ---------------------------------- David W. Schroeder Senior Vice President & Chief Financial Officer EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99 Press Release of Brady Corporation, dated September 12, 2003
EX-99 3 c79553exv99.txt PRESS RELEASE EXHIBIT 99 Press Release of Brady Corporation, dated September 12, 2003. For More Information: Investor contact: Barbara Bolens 414-438-6940, Director of Investor Relations Media contact: Carole Herbstreit 414-438-6882, Public Relations Manager BRADY CORPORATION REPORTS FINANCIAL RESULTS FOR FISCAL 2003 FOURTH QUARTER AND YEAR ENDED JULY 31, 2003 MILWAUKEE (September 12, 2003)--Brady Corporation (NYSE:BRC), a world leader in identification solutions, today announced results for its fiscal 2003 fourth quarter and year ended July 31, 2003. Sales in the fiscal 2003 fourth quarter were $144.7, up 6.5 percent from $135.8 million in the fiscal 2002 fourth quarter. Foreign currency translation added 6.6 percent during the quarter. Annual sales for fiscal 2003 were a record $554.9 million, up 7.3 percent from fiscal 2002 sales of $517.0 million. The foreign currency impact for the full year was a favorable 5.1 percent. Net income for the fiscal 2003 fourth quarter was $1.8 million or $0.08 per diluted Class A common share, including a pretax restructuring charge of $9.6 million ($6.3 million after tax) to reflect a previously announced workforce reduction and consolidation of certain operations. This compares to $5.6 million or $0.24 per share including a pretax restructuring charge of $2.7 million ($1.8 million after tax) in the fiscal 2002 fourth quarter. Net income for fiscal 2003 was $21.4 million or $0.91 per share, compared with $28.3 million or $1.20 per share in fiscal 2002. "Fiscal 2003 was a challenging year because of a continued weak economy where manufacturing and other key markets showed little improvement. We have taken steps to reduce our costs and streamline our organization by moving to a regional structure and combining operating divisions. In light of the exodus of electronic manufacturing to overseas, we are continuing to rebalance our capacity around the globe. Our earlier investments in Asia and Latin America are already contributing positively to our results," said Frank M. Jaehnert, president and chief executive officer. "Our restructuring initiative will be substantially wrapped up in the first half of fiscal 2004. As previously announced, we expect to take an additional $2 to $3 million in charges to complete the restructuring. Annual savings from the combined restructuring efforts are expected to be $10 to $13 million. "We continue to have a strong cash balance of more than $76 million and virtually no debt. With our employees strongly focused on our customers, and our investments in acquisitions and process improvements, we believe we are well positioned for future growth." A Webcast regarding fiscal 2003 results will be available at www.investor.bradycorp.com beginning at 9:30 a.m. Central Daylight Time today. Brady is an international manufacturer and marketer of identification and materials solutions, with products including labels, signs, precision die-cut materials, printing systems, software, and label-application and data-collection systems for electronics, telecommunications, manufacturing, electrical, and a variety of other markets. Founded in 1914, Brady is headquartered in Milwaukee and employs about 3,000 people in operations in the United States, Europe, Asia/Pacific, Latin America and Canada. More information is available on the Internet at www.bradycorp.com. ### This news release contains forward-looking information, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking information in this release involves risks and uncertainties, including, but not limited to, domestic and international economic conditions and growth rates; fluctuations in currency exchange rates for international currencies versus the U.S. dollar; the successful implementation of a new enterprise-resource-planning system; the ability of the company to acquire, integrate and achieve anticipated synergies from new businesses; the ability of the company to adjust its cost structure to changes in levels of sales and product mix in a timely manner; variations in the economic or political conditions in the countries in which the company does business; technology changes; and the continued availability of sources of supply. Brady cautions that forward-looking statements are not guarantees, since there are inherent difficulties in predicting future results, and that actual results could differ materially from those expressed or implied in forward-looking statements. BRADY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND EARNINGS RETAINED IN THE BUSINESS (Dollars in Thousands, Except Per Share Amounts)
(Unaudited) (Unaudited) Three Months Ended July 31, Year Ended July 31, 2003 2002 2003 2002 --------- --------- --------- --------- NET SALES $ 144,684 $ 135,839 $ 554,866 $ 516,962 Operating expenses: Cost of products sold 71,413 68,595 274,593 256,186 Research and development 5,065 4,131 18,873 17,271 Selling, general and administrative 55,465 52,660 219,662 199,282 Restructuring charges, net 9,589 2,720 9,589 2,720 --------- --------- --------- --------- Total operating expenses 141,532 128,106 522,717 475,459 Operating income 3,152 7,733 32,149 41,503 Other income and (expense): Investment and other income - net (361) 888 427 1,714 Interest expense (56) (48) (121) (82) --------- --------- --------- --------- Income before income taxes 2,735 8,573 32,455 43,135 Income taxes 928 2,928 11,035 14,882 --------- --------- --------- --------- Net Income 1,807 5,645 21,420 28,253 Earnings retained in business at beginning of period 293,562 286,469 287,674 276,779 Less: Redemption premium on preferred stock (171) Preferred stock dividends - (64) (259) Common stock dividends (4,564) (4,376) (18,118) (17,099) Earnings retained in business at end of period $ 290,805 $ 287,674 $ 290,805 $ 287,674 ========= ========= ========= ========= Net income per Class A Nonvoting Common Share Basic $ 0.08 $ 0.24 $ 0.92 $ 1.22 ========= ========= ========= ========= Diluted $ 0.08 $ 0.24 $ 0.91 $ 1.20 ========= ========= ========= ========= Net income per Class B Voting Common Share Basic $ 0.08 $ 0.24 $ 0.89 $ 1.19 ========= ========= ========= ========= Diluted $ 0.08 $ 0.24 $ 0.88 $ 1.17 ========= ========= ========= =========
BRADY CORPORATION AND SUBSIDIARIES COMPARATIVE BALANCE SHEETS (DOLLARS IN THOUSANDS)
ASSETS JULY 31, 2003 JULY 31, 2002 ------ ------------- ------------- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents $ 76,088 $ 75,969 Accounts receivable, less allowance for losses ($3,166 and 80,162 76,246 $3,206, respectively) Inventories 36,564 36,718 Prepaid expenses and other current assets 22,343 21,093 --------- --------- TOTAL CURRENT ASSETS 215,157 210,026 OTHER ASSETS: Goodwill - net 130,667 108,053 Other 24,455 21,555 --------- --------- 155,122 129,608 PROPERTY, PLANT AND EQUIPMENT: Cost: Land 5,172 5,612 Buildings and improvements 51,471 50,122 Machinery and equipment 139,007 127,955 Construction in progress 3,245 3,062 --------- --------- 198,895 186,751 Less accumulated depreciation 119,655 105,860 --------- --------- NET PROPERTY, PLANT AND EQUIPMENT 79,240 80,891 --------- --------- TOTAL $ 449,519 $ 420,525 ========= ========= LIABILITIES AND STOCKHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable $ 28,470 $ 26,294 Wages and amounts withheld from employees 30,619 26,251 Taxes, other than income taxes 2,492 2,396 Accrued income taxes 11,449 6,312 Other current liabilities 17,320 12,847 Short-term borrowings and current maturities on long-term debt 929 162 --------- --------- TOTAL CURRENT LIABILITIES 91,279 74,262 LONG-TERM DEBT, LESS CURRENT MATURITIES 568 3,751 OTHER LIABILITIES 18,711 18,270 --------- --------- TOTAL LIABILITIES 110,558 96,283 STOCKHOLDERS' INVESTMENT: Preferred stock 2,855 Class A nonvoting common stock - Issued and outstanding, 21,558,265 216 214 and 21,356,605 shares, respectively Class B voting common stock - Issued and outstanding 1,769,314 shares 18 18 Treasury Stock - 18,262 and 4,548 shares, at cost (509) (132) Additional paid-in capital 47,464 41,526 Earnings retained in the business 290,805 287,674 Cumulative other comprehensive income 1,595 (7,665) Other (628) (248) --------- --------- TOTAL STOCKHOLDERS' INVESTMENT 338,961 324,242 --------- --------- TOTAL $ 449,519 $ 420,525 ========= =========
BRADY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
Year Ended July 31, 2003 2002 -------- -------- Operating activities: Net income $ 21,420 $ 28,253 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 17,771 16,630 Loss on sale or disposal of property, plant & equipment 55 1,166 Provision for losses on accounts receivable 1,523 2,467 Amortization of restricted stock 289 694 Net restructuring charge 6,926 2,239 Changes in operating assets and liabilities (net of effects of business acquisitions): Accounts receivable 4,334 (3,057) Inventory 4,140 4,895 Prepaid expenses and other assets (1,179) (1,538) Accounts payable and accrued liabilities (4,007) 923 Income taxes 5,244 453 Deferred income taxes (1,915) 449 Other liabilities 648 677 -------- -------- Net cash provided by operating activities 55,249 54,251 Investing activities: Acquisitions of businesses, net of cash acquired (23,912) (12,749) Termination of capital lease (791) - Purchases of property, plant and equipment (14,438) (13,095) Proceeds from sale of property, plant and equipment 257 776 Other 68 534 -------- -------- Net cash (used in) investing activities (38,816) (24,534) Financing activities: Payment of dividends (17,936) (17,358) Proceeds from issuance of Common Stock 4,662 5,720 Principal payments on debt (327) (1,747) Payment for redemption of preferred stock (2,855) - Purchase of Treasury Stock (377) - -------- -------- Net cash (used in) financing activities (16,833) (13,385) Effect of exchange rate changes on cash 519 (3,174) -------- -------- Net increase in cash and cash equivalents 119 13,158 Cash and cash equivalents, beginning of period 75,969 62,811 -------- -------- Cash and cash equivalents, end of period $ 76,088 $ 75,969 ======== ======== Supplemental disclosures: Cash paid during the period for: Interest $ 43 $ 175 Income taxes, net of refunds 12,789 15,176 Acquisitions: Fair value of asset acquired, net of cash $ 14,430 $ 5,667 Liabilities Assumed (8,146) (1,789) Goodwill 17,628 8,871 -------- -------- Net cash paid for acquisitions $ 23,912 $ 12,749 ======== ======== Termination of Capital Lease: Disposition of capital assets $ (2,574) $ - Settlement of capital lease liability 3,365 - -------- -------- Net cash paid for termination of capital lease $ 791 $ - ======== ========
-----END PRIVACY-ENHANCED MESSAGE-----