BRADY CORP
10-Q, 1999-02-26
MISCELLANEOUS MANUFACTURING INDUSTRIES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

               X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              -- 
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly Period Ended January 31, 1999

                                       OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              --
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the Transition Period from     to
                                                       ---    ---

                         Commission File Number 0-12730

                                BRADY CORPORATION
                                -----------------

             (Exact name of registrant as specified in its charter)

           WISCONSIN                                       39-0178960
           ---------                                       ----------
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                       Identification No.)


              6555 WEST GOOD HOPE ROAD, MILWAUKEE, WISCONSIN 53223
              ----------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (414) 358-6600
                                 --------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No    
    ---     ---      

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         As of February 24, 1999, there were outstanding 20,777,913 shares of
Class A Common Stock and 1,769,314 shares of Class B Common Stock. The Class B
Common Stock, all of which is held by an affiliate of the Registrant, is the
only voting stock.

<PAGE>   2


                                    FORM 10-Q

                                BRADY CORPORATION

                                      INDEX

          
                                                                           Page
PART I.          Financial Information

  Item 1.        Financial Statements

                 Unaudited Condensed Consolidated Balance Sheets               3

                 Unaudited Condensed Consolidated Statements of
                    Income and Earnings Retained in the Business               4

                 Unaudited Consolidated Statements of Cash Flows               5

                 Notes to Condensed Consolidated Financial Statements          6

  Item 2.       Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                        9


PART II.         Other Information

  Item 6.        Exhibits and Reports on Form 8-K                             12

                 Signatures                                                   13




<PAGE>   3
BRADY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>


                                                 ASSETS                             January 31, 1999      July 31, 1998
                                                                                      (Unaudited)

<S>                                                                                    <C>                    <C>        
Current assets:
   Cash and cash equivalents                                                           $  69,552              $  65,609  
   Accounts receivable, less allowance for losses ($2,282 and $2,011 respectively)        67,688                 63,365  
   Inventories                                                                            38,411                 38,444  
   Prepaid expenses and other current assets                                              12,320                 16,635  
                                                                                       ---------              ---------  
                                                                                                                         
                                          Total current assets                           187,971                184,053  
                                                                                                                         
Other assets:                                                                                                            
   Intangibles - net                                                                      54,375                 53,528  
   Other                                                                                   7,507                  7,078  
                                                                                                                         
Property, plant and equipment:                                                                                           
   Cost:                                                                                                                 
       Land                                                                                5,018                  4,988  
       Buildings and improvements                                                         39,988                 39,595  
       Machinery and equipment                                                            85,206                 83,146  
       Construction in progress                                                           15,555                 11,705  
                                                                                       ---------              ---------  
                                                                                                                         
                                                                                         145,767                139,434  
   Less accumulated depreciation                                                          77,581                 72,269  
                                                                                       ---------              ---------  
                                                                                                                         
                                   Net property, plant and equipment                      68,186                 67,165  
                                                                                       ---------              ---------  
                                                                                                                         
Total                                                                                  $ 318,039              $ 311,824  
                                                                                       =========              =========  
                                                                                                                         
                                LIABILITIES AND STOCKHOLDERS' INVESTMENT                                                 
                                                                                                                         
Current liabilities:                                                                                                     
   Accounts payable                                                                    $  17,112              $  15,761  
   Wages and amounts withheld from employees                                              16,921                 19,542  
   Taxes, other than income taxes                                                          2,400                  2,033  
   Accrued income taxes                                                                    6,886                  9,276  
   Other current liabilities                                                              10,207                 11,647  
   Current maturities on long-term debt                                                      407                    408  
                                                                                       ---------              ---------  
                                                                                                                         
                                       Total current liabilities                          53,933                 58,667  
                                                                                                                         
Long-term debt, less current maturities                                                    3,839                  3,716  
                                                                                                                         
Other liabilities                                                                         15,041                 16,068  
                                                                                       ---------              ---------  
                                                                                                                         
                                           Total liabilities                              72,813                 78,451  
                                                                                                                         
Stockholders' investment:                                                                                                
   Preferred stock                                                                         2,855                  2,855  
   Class A nonvoting common stock - Issued and outstanding 20,771,079                        207                    207  
     and 20,726,863 shares, respectively                                                                                 
   Class B voting common stock - issued and outstanding 1,769,314 shares                      18                     18  
   Additional paid-in capital                                                             26,798                 26,131  
   Earnings retained in the business                                                     217,817                208,254  
   Other                                                                                  (2,678)                (3,024) 
   Accumulated other comprehensive income                                                    209                 (1,068) 
                                                                                       ---------              ---------  
                                                                                                                         
                                     Total stockholders' investment                      245,226                233,373  
                                                                                       ---------              ---------  
                                                                                                                         
Total                                                                                  $ 318,039              $ 311,824  
                                                                                       =========              =========  
</TABLE>

                                                                                
See Notes to Condensed Consolidated Financial Statements

                                        3

<PAGE>   4
BRADY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND EARNINGS RETAINED IN THE
BUSINESS
(Dollars in Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>


                                                                                               (Unaudited)

                                                                           Three Months Ended              Six Months Ended
                                                                               January 31                     January 31
                                                                          1999           1998            1999            1998
                                                                        ----------    ------------    ------------    ------------
<S>                                                                     <C>            <C>            <C>            <C>      
Net sales                                                               $ 112,309      $ 107,150      $ 229,111      $ 222,452

Operating expenses:
   Cost of products sold                                                   50,001         47,639        101,279        100,224
   Research and development                                                 4,362          4,967          9,008          9,773
   Selling, general and administrative                                     44,836         43,343         91,185         88,121
                                                                        ---------      ---------      ---------      ---------
Total operating expenses                                                   99,199         95,949        201,472        198,118

Operating income                                                           13,110         11,201         27,639         24,334

Other income and (expense):
   Investment and other income - net                                          172            710            186          1,225
   Interest expense                                                          (103)           (60)          (248)          (139)
                                                                        ---------      ---------      ---------      ---------

Income before income taxes                                                 13,179         11,851         27,577         25,420

Income taxes                                                                5,205          4,682         10,892         10,041
                                                                        ---------      ---------      ---------      ---------

Net income                                                                  7,974          7,169         16,685         15,379


Earnings retained in business at beginning of period                      213,437        198,495        208,254        193,602

Less dividends:
   Preferred stock                                                            (65)           (65)          (130)          (130)
   Common stock                                                            (3,529)        (3,332)        (6,992)        (6,584)
                                                                        ---------      ---------      ---------      ---------


Earnings retained in business at end of period                          $ 217,817        202,267      $ 217,817        202,267
                                                                        =========      =========      =========      =========





Net Income - Class A Nonvoting Common Share

                                                              Basic     $    0.35      $    0.32      $    0.74      $    0.69
                                                                        =========      =========      =========      =========

                                                            Diluted     $    0.35      $    0.31      $    0.73      $    0.68
                                                                        =========      =========      =========      =========


Net Income - Class B Voting Common Share

                                                              Basic     $    0.35      $    0.32      $    0.70      $    0.66
                                                                        =========      =========      =========      =========

                                                            Diluted     $    0.35      $    0.31      $    0.70      $    0.65
                                                                        =========      =========      =========      =========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                        4

<PAGE>   5


BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in  Thousands) 
<TABLE>
<CAPTION>
                                                                                            (Unaudited)
                                                                                           Six Months Ended
                                                                                             January 31
                                                                                       1999            1998
                                                                                  --------------   ------------
<S>                                                                                   <C>           <C>     
Operating Activities:
Net Income                                                                            $ 16,685      $ 15,379
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
  Depreciation & Amortization                                                            7,424         6,552
  (Gain) Loss on Sale of Property, Plant & Equipment                                        30           127
  Provision for Losses on Accounts Receivable                                              521           717
  Amortization of Restricted Stock                                                         347             0

Changes in Operating Assets & Liabilities:
  (Increase) Decrease in Accounts Receivable                                            (3,324)        1,292
  (Increase) Decrease in Inventory                                                         889        (2,555)
  (Increase) Decrease in Prepaid Expense                                                 4,415        (1,008)
  Increase (Decrease) in Accounts Payable and  Other Liabilities                        (4,274)       (4,142)
  Increase (Decrease) in Income Taxes                                                   (2,792)       (2,837)
                                                                                      --------      --------
Net Cash Provided by Operating Activities                                               19,921        13,525

Investing Activities:
  Purchase of Business                                                                  (4,214)            0
  Purchases of Property, Plant and Equipment                                            (6,298)       (7,014)
  Proceeds from Sale of Property, Plant and Equipment - Net                                173           161
  Other Investments                                                                       (175)            0
                                                                                      --------      --------
Net Cash (Used in) Investing Activities                                                (10,514)       (6,853)

Financing Activities:
  Payment of Dividends                                                                  (7,122)       (6,714)
  Proceeds from Issuance of Common Stock                                                   667           369
  Stock Released from Restriction                                                            0           306
  Principal Payments on Long-Term Debt                                                    (246)         (264)
  Proceeds from Issuance of Long-Term Debt                                                 343           470
                                                                                      --------      --------
Net Cash (Used in) Financing Activities                                                 (6,358)       (5,833)
Effect of Exchange Rate Changes on Cash                                                    894           216
                                                                                      --------      --------

Net Increase in Cash and Cash Equivalents                                                3,943         1,055
Cash and Cash Equivalents at Beginning of Year                                          65,609        65,329
                                                                                      --------      --------

Cash and Cash Equivalents at End of Period                                            $ 69,552      $ 66,384
                                                                                      ========      ========

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year For:
  Interest                                                                            $    325      $    211
  Income Taxes                                                                          12,029        14,306
</TABLE>



See Notes to Condensed Consolidated Financial Statement

                                        5

<PAGE>   6


                       BRADY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        Six Months Ended January 31, 1999


NOTE A - Basis of Presentation

         The condensed consolidated financial statements included herein have
been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of the
Company, the foregoing statements contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial position of
the Company as of January 31, 1999, and July 3l, 1998, its results of operations
for the three months and six months ended January 31, 1999, and l998 and its
cash flows for the six months ended January 31, 1999, and 1998. The consolidated
balance sheet at July 31, l998, has been taken from the audited consolidated
financial statements of that date and condensed.

         Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual report.

         It is not practical to segregate the amounts of raw material, work in
process or finished goods at the respective interim balance sheet dates.

NOTE B - Net Income Per Common Share

         Last fiscal year the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," which established new standards for the
calculation of net income per share effective for interim and annual periods
ending after December 15, 1997. Reconciliation's of the numerator and
denominator of the basic and diluted per share computations for the Company's
Class A and Class B common stock are summarized as follows:

<TABLE>
<CAPTION>

                                              Fiscal 1999                           Fiscal 1998                
                                   --------------------------------       -----------------------------
                                       2nd Quarter          6-Month          2nd Quarter       6-Month
<S>                                   <C>               <C>               <C>               <C>         
Numerator:
Net income                            $  7,974,000      $ 16,685,000      $  7,169,000      $ 15,379,000
Less:  Preferred stock dividends           (64,784)         (129,567)          (64,784)         (129,567)
                                      ------------      ------------      ------------      ------------
Numerator for basic and diluted
  Class A earnings per share          $  7,909,216      $ 16,555,433      $  7,104,216      $ 15,249,433

Less:  Preferential dividends                   --          (690,541)               --          (676,298)
        Preferential dividends on
          dilutive stock options                --            (2,739)               --            (9,140)
                                      ------------      ------------      ------------      ------------
Numerator for basic and diluted
  Class B earnings per share          $  7,909,216      $ 15,862,937      $  7,104,216      $ 14,563,995
                                      ============      ============      ============      ============
</TABLE>

                                                                               



                                        6


<PAGE>   7




<TABLE>
<CAPTION>

                                                 Fiscal 1999                      Fiscal 1998                
                                      ----------------------------      -----------------------------
                                           2nd Quarter     6-Month       2nd Quarter      6-Month
<S>                                        <C>            <C>            <C>            <C>       
Denominator:
Denominator for basic earnings
  per share for both Class A and B         22,529,702     22,514,567     22,379,633     22,227,104

Plus: Effect of dilutive stock options        185,864        115,104        270,711        266,981
                                           ----------      ---------     ----------      ---------
                                                                                        

Denominator for diluted earnings
   per share for both Class A and B        22,715,566     22,629,671     22,650,344     22,494,085
                                           ==========     ==========     ==========     ==========
</TABLE>



<TABLE>
<CAPTION>

Class A common stock earnings per share calculation:
<S>                                                      <C>          <C>          <C>         <C>     
         Basic                                           $0.35        $0.74        $0.32       $0.69   
         Diluted                                         $0.35        $0.73        $0.31       $0.68 
                                                                                                
Class B common stock earnings per share calculation:                                            
         Basic                                           $0.35        $0.70        $0.32       $0.66 
         Diluted                                         $0.35        $0.70        $0.31       $0.65 
</TABLE>

                                                                                
         Options to purchase 238,317 and 212,450 shares of Class A common stock
were not included in the computations of diluted earnings per share for the
quarters ending January 31, 1999, and 1998, respectively, because the option
exercise prices were greater than the average market price of the common shares
and, therefore, the effect would be antidilutive.

         Options to purchase 1,024,418 and 218,450 shares of Class A common
stock were not included in the computations of diluted earnings per share for
the six months ending January 31, 1999, and 1998, respectively, because the
option exercise prices were greater than the average market price of the common
shares and, therefore, the effect would be antidilutive

NOTE C - Comprehensive Income

         Effective August 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." Statement 130
establishes new rules for the reporting and display of comprehensive income and
its components. The adoption of this Statement had no impact on the Company's
net income or stockholders' investment. Statement 130 requires the Company's
foreign currency translation adjustments, which prior to adoption were reported
separately in stockholders' investment, to be included in other comprehensive
income. Prior year financial statements have been reclassified to conform with
the requirements of Statement 130. Total comprehensive income, which was
comprised of net income and foreign currency adjustments, amounted to
approximately $5,154,000 and $5,020,000 for the three months ended January 31,
1999 and 1998, respectively, and $17,962,000 and $14,874,000 for the six months
ended January 31, 1999 and 1998, respectively.

NOTE D - Restructuring

         During the fourth quarter of fiscal 1998, the Company recorded a
nonrecurring charge of $5,390,000 related primarily to a provision for severance
costs associated with a reduction in workforce at is operations around the
world. The workforce reduction of 7.5%, approximately 200 people, was
essentially completed in August 1998.

                                        7


<PAGE>   8







         A reconciliation of activity with respect to the Company's
restructuring is as follows:

<TABLE>
<CAPTION>


<S>                                         <C>        
Provision, 1998                             $ 5,390,000
Noncash asset write-offs                        376,000)
Cash payments associated with severance      (1,215,000)
                                            -----------
Ending balance, October 31, 1998            $ 3,799,000
Cash payments associated with severance      (1,367,000)
                                            -----------

Ending balance, January 31, 1999            $ 2,432,000
                                            ===========
</TABLE>


NOTE E - Acquisition

         Effective August 16, 1998, the Company acquired the common stock of VEB
Sistemas de Etiquetas Ltda. located in Sao Paulo, Brazil, an industrial label
manufacturer, for cash of approximately $4,400,000. The purchase price of this
acquisition is subject to change based on post-closing adjustments.

         This acquisition has been accounted for using the purchase method of
accounting and accordingly the results of operations have been included since
the date of acquisition in the accompanying financial statements. The pro-forma
results assuming the acquisition had been consummated as of the beginning of the
periods presented are not significant.







                                        8


<PAGE>   9





                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

 Results of Operations

         For the three months ended January 31, 1999, revenues of $112,309,000
were 4.8% higher than the same quarter of the previous year. For the six months
ended January 31, 1999, revenues of $229,111,000 were 3.0% higher than the same
period last year. Sales of the Company's international operations increased
13.1% for the quarter and 10.9% for the six months ended January 31, 1999. Of
that increase, continued market penetration in Brady's operations outside the
United States increased international sales by 6.2% for the quarter and 5.5% for
the six month period. The acquisitions of Techniques Avancees, GrafTek Inc. and
VEB Sistemas de Etiquetas Ltda. increased international sales by 5.7% for the
quarter and 5.6% for the six months. These increases were also impacted by the
effects of fluctuations in the exchange rates used to translate financial
results into U.S. currency, which increased international sales growth by 1.2
percentage points in the quarter and decreased them by 0.2 percentage points in
the six months. Sales of the Company's U.S. operations decreased 1.7% in the
quarter and 2.9% for the six months ended January 31, 1999, due primarily to
weakness in electrical and electronics markets.

         The cost of products sold as a percentage of sales was 44.5% for the
quarter and 44.2% for the six months ended January 31, 1999, compared to 44.5%
and 45.1% for the same periods last year. Reduced costs due to changes in
product mix, the workforce reduction and manufacturing efficiencies from the
Company's continuous improvement efforts were offset by increases in inventory
reserves and increased depreciation and amortization expenses from the
acquisitions. Selling, general and administrative expenses as a percentage of
sales were 39.9% for the quarter compared to 40.5% for the same quarter of the
previous year. For the six months ended January 31, 1999, this percentage was
39.8% compared to 39.6% for the same period last year. These changes are due
primarily to the acquisitions and increased direct marketing efforts. Research
and development expenditures decreased 12.2% for the quarter and 7.8% for the
six months ended January 31, 1999, over the same periods last year.

         Operating income was $13,110,000 for the quarter and $27,639,000 for
the six months ended January 31, 1999, compared to $11,201,000 and $24,334,000
for the same periods last year because of the factors cited above. Investment
and other income decreased $538,000 for the quarter and $1,039,000 for the six
months ended January 31, 1999, over the same periods last year. These decreases
were the result of foreign exchange losses and lower investment income because
of lower interest rates.

         Income before income taxes increased 11.2% for the quarter and 8.5% for
the six months ended January 31, 1999, compared to prior year results. The
effective tax rate was 39.5% this year and last year.

         Net income for the three months ended January 31, 1999, increased 11.2%
to $7,974,000, compared to $7,169,000 for the same quarter of the previous year.
For the six months ended January 31, 1999, net income increased 8.5% to
$16,685,000 from $15,379,000 for the same period last year. On a per share
basis, fully diluted net income for the three months ended January 31, 1999, was
$0.35 compared to $0.31 for the same quarter of the previous year. For the six
months ended January 31, 1999, fully diluted net income per share was $0.73
compared to $0.68 for the same period last year.



                                        9


<PAGE>   10







Financial Condition

         The Company's liquidity remains strong. The current ratio as of January
31, 1999, was 3.5 to 1. Cash and cash equivalents were $69,552,000 at January
31, 1998, compared to $65,609,000 at July 31, 1998. Working capital increased
$8,652,000 during the six months and equaled $134,038,000 as of January 31,
1999.

         The Company continues to maintain significant cash balances due in
large part to its strong operating cash flow which totaled $19,921,000 for the
six months ended January 31, 1999, compared to $13,525,000 for the same period
last year. Capital expenditures were $6,298,000 in the six months ended January
31, 1999, compared to $7,014,000 in the first six months last year. These
expenditures were primarily progress payments made on the Company's new coating
line. Financing activities, primarily the payment of dividends to the Company's
stockholders, consumed $6,358,000 of cash in the first six months of fiscal
1999, compared to $5,833,000 for the same period last year.

         Long-term debt as a percentage of long-term debt plus stockholders'
investment was 1.5% at January 31, 1999, compared to 1.6% at July 31, 1998.

         The Company believes that its cash and cash equivalents and the cash
flow it generates from operating activities are adequate to meet the Company's
current investing and financing needs.

Year 2000 Compliance

         The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a 2
digit year is commonly referred to as the Year 2000 Compliance issue (the
"Issue"). As the year 2000 approaches, such systems may be unable to process
certain date-based information. This could result in a system failure or
miscalculations causing disruptions of operations and the inability to engage in
normal business activities. Many of the Company's systems, including information
and computer systems and automated equipment, will be affected by the Issue.

         The Company has a comprehensive plan to address the Issue. The plan
includes (i) the complete inventory of all in-house computers, software and
other equipment utilizing microprocessors and identification of all hardware and
software affected by the Issue; (ii) modification of the affected systems; and
(iii) testing the modified system, installing the changes and auditing the
installed system for final compliance. The Company is using both internal and
external resources to implement its plan. The Company has generally completed
the inventory phase and is at various stages of modification and testing of
these systems. The Company feels it has adequate time to assess and correct any
significant issues that materialize. The Company currently estimates that the
total cost of its Year 2000 project will be approximately $2,000,000. Costs
associated with this issue have been and will continue to be expensed as
incurred and are not expected to have a material effect on the results of
operations, cash flows or financial condition of the Company.

         As a third-party supplier of software and printing systems to other
companies, the Company has posted its own product compliance status on its
Internet site (www.bradycorp.com).



                                       10


<PAGE>   11







         The Company has completed the process of formally communicating with
all of its significant suppliers and customers to determine the extent to which
the Company is vulnerable to those third parties' failure to remediate their own
Year 2000 Compliance issues. The Company can not guarantee that the systems of
other companies on which the Company's systems rely will be converted on time,
or that a failure to convert by another company, or a conversion that is
incompatible with the Company's systems would not have a material adverse effect
on the Company.

         The costs of the project and the timetable in which the Company plans
to complete the Year 2000 requirements are based upon management's best
estimates, which are derived utilizing assumptions of future events including
the continued availability of personnel trained in this area, the ability to
locate and correct all relevant computer codes, and similar uncertainties.
However, there can be no guarantee that these estimates will be achieved, and
actual results could differ significantly from these plans. If the Company's
plan to address the Issue is not successfully or timely implemented, the Company
may need to devote more resources to the process and additional costs may be
incurred, which could have a material adverse effect on the Company's financial
condition and results of operations.

         Management of the Company believes it has an effective program in place
to resolve the Issue in a timely manner. Nevertheless, since it is not possible
to anticipate all possible future outcomes, especially when third parties are
involved, there could be circumstances in which the Company would be unable to
take customer orders, manufacture and ship products, invoice customers and
collect payments, or the Company could be subject to litigation for product
failure. The amount of potential liability and lost revenue has not been
estimated.

         Contingency plans will be developed in the second quarter of calendar
1999 and most of calendar 1999 has been reserved for final verification of all
Year 2000 Compliance processes and rehearsal of contingency plans.

Forward-Looking Statements

         Matters in this Quarterly Report may contain forward-looking
information, as defined in the Private Securities Litigation Reform Act of 1995.
All such forward-looking information in this report involves risks and
uncertainties, including, but not limited to, variations in the economic or
political conditions in the countries with which the Company does business;
fluctuations in currency exchange rates for international currencies versus the
U.S. dollar; technology changes; the continued availability of sources of
supply; domestic and international economic conditions and growth rates; the
ability of the Company to timely adjust its cost structure to changes in levels
of sales, product mix and low levels of order backlog; the ability of the
Company to acquire new businesses; risks associated with the Year 2000
Compliance issue; and other risks indicated in filings by the Company with the
Securities and Exchange Commission. The Company cautions that forward-looking
statements are not guarantees, since there are inherent difficulties in
predicting future results, and that actual results could differ materially from
those expressed or implied in forward-looking statements.









                                       11


<PAGE>   12








                           PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

         (a)     Exhibits

                 None

         (b)     Reports on Form 8-K.

                 The Company was not required to file and did not file a report
                 on form 8-K during the quarter ended January 31, 1999.





















                                       12


<PAGE>   13







Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

SIGNATURES


                                                     BRADY CORPORATION

Date:  February 26, 1999                          /s/ K.M. Hudson               
       ----------------------------               ---------------------------
                                                  K. M. Hudson
                                                  President


Date:  February 26, 1999                          /s/ F. M. Jaehnert   
       ----------------------------               ---------------------------
                                                  F. M. Jaehnert
                                                  Vice President & Chief 
                                                  Financial Officer
                                                  (Principal Accounting Officer)

















                                       13



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUL-31-1999
<PERIOD-START>                             AUG-01-1998
<PERIOD-END>                               JAN-31-1999
<CASH>                                          69,552
<SECURITIES>                                         0
<RECEIVABLES>                                   69,970
<ALLOWANCES>                                     2,282
<INVENTORY>                                     38,411
<CURRENT-ASSETS>                               187,971
<PP&E>                                         145,767
<DEPRECIATION>                                  77,581
<TOTAL-ASSETS>                                 318,039
<CURRENT-LIABILITIES>                           53,933
<BONDS>                                          3,389
                            2,855
                                          0
<COMMON>                                           225
<OTHER-SE>                                     242,146
<TOTAL-LIABILITY-AND-EQUITY>                   318,039
<SALES>                                        229,111
<TOTAL-REVENUES>                               229,111
<CGS>                                          101,279
<TOTAL-COSTS>                                  101,279
<OTHER-EXPENSES>                               100,193
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 248
<INCOME-PRETAX>                                 27,577
<INCOME-TAX>                                    10,892
<INCOME-CONTINUING>                             16,685
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,685
<EPS-PRIMARY>                                     0.74
<EPS-DILUTED>                                     0.73
        

</TABLE>


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