UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q



þ☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 31, ~~2018~~2019



¨☐	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~~CORPORATION

(Exact name of registrant as specified in its charter)



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



6555 West Good Hope Road,	Milwaukee,	Wisconsin	53223
~~(Address~~ (Address of principal executive offices)			(Zip Code)

~~(414)~~ (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. Yesþ☑No¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yesþ☑No¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	þ☑	Accelerated filer	¨☐	Emerging growth company	¨☐
Non-accelerated filer	¨☐	Smaller reporting company	¨☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.					¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐Noþ☑

~~APPLICABLE ONLY TO CORPORATE ISSUERS~~

~~Indicate the number of shares outstanding of each~~Securities registered pursuant to Section 12(b) of the ~~issuer’s classes of common stock, as of the latest practicable date.~~Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Nonvoting Common Stock, par value $0.01 per share	BRC	New York Stock Exchange

As of November ~~13, 2018,~~19, 2019, there were ~~48,937,041~~49,766,327 outstanding shares of Class A Nonvoting Common Stock and 3,538,628 shares of Class B Voting Common Stock. The Class B Voting Common Stock, all of which is held by affiliates of the Registrant, is the only voting stock.

FORM 10-Q

BRADY CORPORATION

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)


	October 31, 2018			July 31, 2018			October 31, 2019			July 31, 2019
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	192,176		$	181,427		$	295,093		$	279,072
Accounts receivable—net	169,327			161,282			162,561			158,114
Inventories:
Finished products	71,092			73,133
Work-in-process	20,734			19,903
Raw materials and supplies	22,190			20,035
Total inventories	114,016			113,071
Inventories							119,612			120,037
Prepaid expenses and other current assets	18,497			15,559			16,642			16,056
Total current assets	494,016			471,339			593,908			573,279
Other assets:
Property, plant and equipment—net							112,565			110,048
Goodwill	415,129			419,815			411,328			410,987
Other intangible assets	41,033			42,588			34,860			36,123
Deferred income taxes	7,770			7,582			7,447			7,298
Other	17,621			17,662
Property, plant and equipment:
Cost:
Land	7,250			6,994
Buildings and improvements	95,386			96,245
Machinery and equipment	270,192			270,989
Construction in progress	7,492			4,495
	380,320			378,723
Less accumulated depreciation	282,263			280,778
Property, plant and equipment—net	98,057			97,945
Operating lease assets							52,233			—
Other assets							18,881			19,573
Total	$	1,073,626		$	1,056,931		$	1,231,222		$	1,157,308
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	64,735		$	66,538		$	59,385		$	64,810
Wages and amounts withheld from employees	48,945			67,619
Accrued compensation and benefits							63,794			62,509
Taxes, other than income taxes	8,377			8,318			8,885			8,107
Accrued income taxes	4,937			3,885			6,790			6,557
Current operating lease liabilities							14,857			—
Other current liabilities	54,582			44,567			52,092			49,796
Current maturities on long-term debt							50,144			50,166
Total current liabilities	181,576			190,927			255,947			241,945
Long-term obligations	54,408			52,618
Long-term operating lease liabilities							40,124			—
Other liabilities	64,699			61,274			58,616			64,589
Total liabilities	300,683			304,819			354,687			306,534
Stockholders’ equity:
Class A nonvoting common stock—Issued 51,261,487 shares, and outstanding 48,918,974 and 48,393,617 shares, respectively	513			513
Class A nonvoting common stock—Issued 51,261,487 shares, and outstanding 49,764,799 and 49,458,841 shares, respectively							513			513
Class B voting common stock—Issued and outstanding, 3,538,628 shares	35			35			35			35
Additional paid-in capital	326,182			325,631			327,241			329,969
Retained earnings	570,858			553,454			663,808			637,843
Treasury stock—2,342,513 and 2,867,870 shares, respectively, of Class A nonvoting common stock, at cost	(58,414		)	(71,120		)
Treasury stock—1,496,688 and 1,802,646 shares, respectively, of Class A nonvoting common stock, at cost							(43,779		)	(46,332		)
Accumulated other comprehensive loss	(66,231		)	(56,401		)	(71,283		)	(71,254		)
Total stockholders’ equity	772,943			752,112			876,535			850,774
Total	$	1,073,626		$	1,056,931		$	1,231,222		$	1,157,308

See Notes to Condensed Consolidated Financial Statements.

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~EARNINGS~~INCOME

(Dollars in Thousands, Except Per Share Amounts, Unaudited)


	Three months ended October 31,						Three months ended October 31,
	2018			2017			2019			2018
Net sales	$	293,196		$	290,151		$	286,947		$	293,196
Cost of products sold	146,657			144,086
Cost of goods sold							145,542			146,657
Gross margin	146,539			146,065			141,405			146,539
Operating expenses:
Research and development	11,326			10,520			10,967			11,326
Selling, general and administrative	94,591			100,134			89,547			94,591
Total operating expenses	105,917			110,654			100,514			105,917
Operating income	40,622			35,411			40,891			40,622
Other (expense) income:
Investment and other (expense) income	(17		)	216
Other income (expense):
Investment and other income (expense)							1,380			(17		)
Interest expense	(712		)	(863		)	(701		)	(712		)
Earnings before income taxes	39,893			34,764
Income before income taxes							41,570			39,893
Income tax expense	9,256			8,928			4,072			9,256
Net earnings	$	30,637		$	25,836
Net earnings per Class A Nonvoting Common Share:
Net income							$	37,498		$	30,637
Net income per Class A Nonvoting Common Share:
Basic	$	0.59		$	0.50		$	0.71		$	0.59
Diluted	$	0.58		$	0.49		$	0.70		$	0.58
Dividends	$	0.21		$	0.21		$	0.22		$	0.21
Net earnings per Class B Voting Common Share:
Net income per Class B Voting Common Share:
Basic	$	0.57		$	0.49		$	0.69		$	0.57
Diluted	$	0.56		$	0.48		$	0.68		$	0.56
Dividends	$	0.20		$	0.19		$	0.20		$	0.20
Weighted average common shares outstanding (in thousands):
Weighted average common shares outstanding:
Basic	52,201			51,440			53,143			52,201
Diluted	52,958			52,383			53,736			52,958

See Notes to Condensed Consolidated Financial Statements.

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands, Unaudited)



	Three months ended October 31,						Three months ended October 31,
	2018			2017			2019			2018
Net earnings	$	30,637		$	25,836
Net income							$	37,498		$	30,637
Other comprehensive loss:
Foreign currency translation adjustments	(5,395		)	(5,383		)	50			(8,790		)

Net investment hedge and long-term intercompany loan translation adjustments	(3,395		)	(1,172		)

Cash flow hedges:
Net loss recognized in other comprehensive loss	(380		)	(234		)
Reclassification adjustment for (gains) losses included in net earnings	(47		)	24
Net gain (loss) recognized in other comprehensive loss							196			(380		)
Reclassification adjustment for gains included in net income							(381		)	(47		)
	(427		)	(210		)	(185		)	(427		)

Pension and other post-retirement benefits actuarial gain amortization	(155		)	(130		)	(105		)	(155		)

Other comprehensive loss, before tax	(9,372		)	(6,895		)	(240		)	(9,372		)
Income tax expense related to items of other comprehensive loss	(458		)	(485		)
Income tax benefit (expense) related to items of other comprehensive loss							211			(458		)
Other comprehensive loss, net of tax	(9,830		)	(7,380		)	(29		)	(9,830		)
Comprehensive income	$	20,807		$	18,456		$	37,469		$	20,807

See Notes to Condensed Consolidated Financial Statements.

BRADY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands, Unaudited)


	Three months ended October 31,						Three months ended October 31,
	2018			2017			2019			2018
Operating activities:
Net earnings	$	30,637		$	25,836
Net income							$	37,498		$	30,637
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,960			6,564			5,634			5,960
Non-cash portion of stock-based compensation expense	4,965			3,744			3,618			4,965
Deferred income taxes	2,164			(1,168		)	1,009			2,164
Other							1,533			218
Changes in operating assets and liabilities:
Accounts receivable	(6,709		)	(4,807		)	(4,362		)	(6,709		)
Inventories	(3,125		)	(3,571		)	249			(3,125		)
Prepaid expenses and other assets	(2,197		)	(2,005		)	(1,404		)	(2,197		)
Accounts payable and accrued liabilities	(14,070		)	7,799			(5,193		)	(14,288		)
Income taxes	1,193			2,327			266			1,193
Net cash provided by operating activities	18,818			34,719			38,848			18,818

Investing activities:
Purchases of property, plant and equipment	(6,009		)	(3,802		)	(7,724		)	(6,009		)
Other	337			974			527			337
Net cash used in investing activities	(5,672		)	(2,828		)	(7,197		)	(5,672		)

Financing activities:
Payment of dividends	(11,096		)	(10,639		)	(11,533		)	(11,096		)
Proceeds from exercise of stock options	12,138			3,249			3,411			13,001
Payments for employee taxes withheld from stock-based awards							(7,269		)	(2,937		)
Proceeds from borrowing on credit facilities	5,737			10,901			—			5,737
Repayment of borrowing on credit facilities	(2,269		)	(22,894		)	—			(2,269		)
Income tax on equity-based compensation, and other	(3,846		)	(2,280		)
Net cash provided by (used in) financing activities	664			(21,663		)
Other							65			(1,772		)
Net cash (used in) provided by financing activities							(15,326		)	664

Effect of exchange rate changes on cash	(3,061		)	(1,935		)
Effect of exchange rate changes on cash and cash equivalents							(304		)	(3,061		)

Net increase in cash and cash equivalents	10,749			8,293			16,021			10,749
Cash and cash equivalents, beginning of period	181,427			133,944			279,072			181,427

Cash and cash equivalents, end of period	$	192,176		$	142,237		$	295,093		$	192,176

See Notes to Condensed Consolidated Financial Statements

BRADY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months EndedOctober 31, ~~2018~~2019

(Unaudited)

(In thousands, except share and per share amounts)

NOTE A — Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by Brady Corporation and subsidiaries (the "Company," "Brady," "we," or "our") 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 adjustments necessary to present fairly the financial position of the Company as of October 31, ~~2018~~2019 and July 31, ~~2018,~~2019, its results of operations and comprehensive income for the three months ended October 31, ~~2018~~2019 and ~~2017,~~2018, and cash flows for the three months ended October 31, ~~2018~~2019 and ~~2017.~~2018. The condensed consolidated balance sheet as of July 31, ~~2018~~2019 has been derived from the audited consolidated financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statement presentation. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended July 31, ~~2018.~~2019.

NOTE B — New Accounting Pronouncements

In August 2017, the Financial Accounting Standards Board ("FASB") issued ~~Accounting Standards Update ("ASU")~~ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which simplifies and reduces the complexity of the hedge accounting requirements and better aligns an entity's financial reporting for hedging relationships with its risk management activities. The guidance is effective for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. ~~This new guidance will require a~~The Company adopted ASU 2017-12 effective August 1, 2019, using the required modified retrospective adoption approach to apply this guidance to existing hedging relationships as of the adoption ~~date. The Company is currently evaluating the~~date, which did not have a material impact ~~of this update~~ on its consolidated financial ~~statements and disclosures.~~statements.

In March 2017, the FASB issued ASU 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which requires entities to present the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the income statement line items where they report compensation cost. Entities will present all other components of net benefit cost outside operating income, if this subtotal is presented. The amendment only impacts where those costs are reflected within the income statement. In addition, only the service cost component of net benefit cost is eligible for capitalization. The Company adopted ASU 2017-07 effective August 1, 2018 and elected the practical expedient to use the components of cost disclosed in prior years as a basis for the retrospective application of the new income statement presentation. The impact of the adoption on the Company's condensed consolidated financial statements was not significant for the three months ended October 31, 2018 and 2017. Refer to Note 4 "Employee Benefit Plans" in our annual report on Form 10-K for the year ended July 31, 2018.

In January 2017, the FASB issued ASU 2017-04, "Goodwill and Other, Simplifying the Test for Goodwill Impairment," which simplifies the accounting for goodwill impairment. The new guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. This guidance is effective for annual periods beginning after December 15, 2019, and interim periods thereafter; however, early adoption is permitted for any impairment tests performed after January 1, 2017. ~~This~~The Company has not adopted this guidance, which will only impact the Company's consolidated financial statements if there is a future impairment of goodwill.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which changes the impairment model for most financial instruments. Current guidance requires the recognition of credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. Under ASU 2016-13, the Company will be required to use a current expected credit loss model ("CECL") that will immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of this update, including trade receivables. The CECL model uses a broader range of reasonable and supportable information in the development of credit loss estimates. This guidance becomes effective for interim periods in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of this ASU will have on the consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" ("ASC 842"), which ~~replaces~~replaced the current lease accounting standards. The update requires, among other items, lessees to recognize the assets and liabilities that arise from most leases on the balance ~~sheet. This guidance~~sheet and disclose key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-11 "Leases (Topic 842): Targeted Improvements," which provides, among other items, an additional transition method allowing a

cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. ASC 842 is effective for ~~annual~~interim periods in fiscal years beginning after December 15, 2018, and interim periods within those annual periods. The ASU allows for either a full retrospective or a modified retrospective approach and early adoption is permitted. The Company expects the new lease standard to increase its total assets and liabilities; however, it is evaluating the magnitude of the impact on2018.

its consolidated financial statements. The Company has formed a team to implement the new lease standard, has selected a third-party software program to track and store its leases, and has accumulated data pertaining to its global lease obligations.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" ("Topic 606"), which eliminates the transaction and industry-specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach for determining revenue recognition. The new guidance requires revenue recognition when control of the goods or services transfers to the customer, replacing the existing guidance which requires revenue recognition when the risks and rewards transfer to the customer. The Company adopted ASU ~~2014-09~~2016-02 (and related updates) effective August 1, ~~2018~~2019, using the ~~modified retrospective~~optional transition method provided in ASU 2018-11 to apply this guidance to ~~all contracts~~the impacted lease population at the date of initial application. Results for reporting periods beginning after August 1, ~~2018~~2019, are presented under ~~Topic 606,~~ASU 2016-02, while comparative prior period amounts have not been restated and continue to be presented under accounting standards in effect induring those periods.

The ~~results~~Company elected the package of ~~applying Topic 606 were insignificant~~practical expedients permitted within the new standard, which among other things, allows the Company to carryforward the historical lease accounting of expired or existing leases with respect to lease identification, lease classification and accounting treatment for initial direct costs as of the adoption date. The Company also elected the practical expedient related to lease versus nonlease components, allowing the Company to recognize lease and nonlease components as a single lease. Lastly, the Company elected the hindsight practical expedient, allowing the Company to use hindsight in determining the lease term and assessing impairment of right-of-use assets when transitioning to ASC 842. The Company has made a policy election not to capitalize leases with an initial term of 12 months or less.

Upon adoption of ASC 842, the Company recorded additional operating lease assets and liabilities of $55,984 and $58,544, respectively, as of August 1, 2019, which included operating lease assets and liabilities of $9,769 and $9,674, respectively, for leases that commenced on the adoption date of August 1, 2019. No cumulative effect adjustment to retained earnings was recognized upon adoption of the new standard. Adoption of ASC 842 did not have a material impact on the Company's ~~consolidated financial condition, results of operations,~~ cash flows ~~business processes, controls,~~ or systems. Upon adoption, the Company recorded a cumulative adjustment to the opening balance of retained earnings as of August 1, 2018, which resulted in a decrease to retained earnings of $2,137, net of tax. The adjustment was primarily due to a change in timing of when revenue and the related costs for certain extended service-type warranties are recognized, as required per Topic 606.

operating results. Refer to Note ~~C "Revenue Recognition"~~E "Leases" for additional information and required disclosures under the new standard.

NOTE C — ~~Revenue Recognition~~Additional Balance Sheet Information

The Company’s revenues are primarily from the sale of identification solutions and workplace safety products that are shipped and billed to customers. All revenue is from contracts with customers and is included in "Net sales" on the consolidated statements of earnings. The Company considers the purchase orders, which in some cases are governed by master sales or distributor agreements, to be its contracts with the customers. For each contract, the Company considers the commitment to transfer products, each of which is distinct, to be its identified performance obligations.Inventories

~~Timing~~

The majority of the Company's revenue is earned and recognized at a point in time through ship-and-bill performance obligations, when control of the product is transferred to the customer, which typically occurs upon shipment or delivery to the customer, depending on freight terms. To determine when control has transferred, the Company considers if there is a present right to payment; and if legal title, physical possession, and the significant risks and rewards of ownership of the asset has transferred to the customer. Once a product has shipped or has been delivered, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

~~Measurement~~

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of product, which is generally the price stated in the contract specific for each item sold, adjusted for the value of expected returns, discounts, rebates, or other allowances offered to the Company's customers as a reduction of the transaction price. Certain discounts and price assurances are fixed and known at the time of sale. Expected returns and other allowances are variable and are estimated using the expected value method based upon historical experience. Rebates offered to customers are retrospective and typically defined in the master sales or distributor agreements, and therefore are recorded using the most likely amount method based on the terms of the contract. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

~~Payment Terms~~

While the Company’s standard payment terms are net 30 days, the specific payment terms and conditions in its customer contracts vary. In some cases, customers pay for their goods at time of shipment or upon delivery; in other cases, after appropriate credit evaluation, an open credit line is granted and payment is due in arrears. Contracts with payment in arrears are recognized in the condensed consolidated balance sheet as accounts receivable.

~~Warranties~~

The Company offers standard warranty coverage on substantially all products that it sells, and accounts for this standard warranty coverage as an assurance warranty. As such, no transaction price is allocated to the standard warranty, and the Company records a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience.

The Company also sells extended warranty coverage for certain products, which it accounts for as service warranties. In most cases, the extended service warranty is included with the purchase of the product. In applying Topic 606, the Company considers the extended service warranty to be a separate performance obligation in the contract and allocates a portion of the transaction price to the service warranty based on the estimated stand-alone selling price. Under Topic 606, the extended warranty transaction price is initially recorded as deferred revenue on the consolidated balance sheet and recognized on a straight-line basis over the life of the service warranty period. The deferred revenue is considered a contract liability as the Company has a right to payment at the time the product with the related extended service warranty is shipped or delivered and therefore, payment is received in advance of the Company's performance. The balance of contract liabilitiesInventories as of October 31, ~~2018, was $2,800. This also represents~~2019, and July 31, 2019, consisted of the following:



	October 31, 2019		July 31, 2019
Finished products	$	76,538	$	77,532
Work-in-process	20,696		20,515
Raw materials and supplies	22,378		21,990
Total inventories	$	119,612	$	120,037

Property, plant and equipment

Property, plant and equipment is presented net of accumulated depreciation in the amount of ~~unsatisfied performance obligations related to contracts that extend beyond one year. Of this amount, the Company expects to recognize 34%~~$277,055 and $273,880 as ~~revenue by the end~~ of fiscal 2019, an additional 37% by the end of fiscal 2020, and the balance thereafter. Upon adoption of Topic 606, at the beginning of fiscal 2019, the contract liability balance was $2,796. The current portion of contract liabilities and the non-current portion are included in “Other current liabilities” and “Other liabilities," respectively, on the consolidated balance sheet. During the three months ended October 31, ~~2018, the Company recognized revenue of $308 that was included in the contract liability balance at the beginning of the period, which was from the amortization of extended service warranties.~~

~~Practical Expedients~~

With the exception of the performance obligations related to the extended service warranties, the Company's contracts have an original expected duration of one year or less. As a result, the Company has elected to use the practical expedient to not disclose its remaining performance obligations for contracts that have an original expected length of one year or less.

The Company applied the portfolio approach to its ship-and-bill contracts that have similar characteristics as it reasonably expects that the effects on the financial statements of applying this guidance to the portfolio of contracts would not differ materially from applying this guidance to the individual contracts within the portfolio.

~~As the Company’s product sale contracts~~2019, and ~~standard payment terms have a duration of less than one year, it uses the practical expedient applicable to such contracts and does not consider the time value of money.~~

~~Sales, use, value-add and other similar taxes assessed by governmental authorities and collected concurrent with revenue-producing activities are excluded from revenue.~~

The Company accounts for shipping and handling activities that occur after control of the related products transfers to the customer as fulfillment activities and are therefore recognized as revenue at time of shipping.

The Company expenses incremental direct costs of obtaining a contract (e.g., sales commissions) when incurred because the amortization period is generally twelve months or less. Contract costs are expensed in "Selling, general, and administrative expenses" on the consolidated statements of earnings.

~~Refer to Note G, "Segment Information," for the Company's disaggregated revenue disclosure.~~July 31, 2019, respectively.

NOTE D — ~~Goodwill and~~ Other Intangible Assets

~~Changes in the carrying amount of goodwill for the~~ ~~three months ended October 31, 2018, were as follows:~~

IDS WPS Total
Balance as of July 31, 2018 $ 385,524
$ 34,291
$ 419,815
Translation adjustments (3,569 ) (1,117 ) (4,686 )
Balance as of October 31, 2018 $ 381,955
$ 33,174
$ 415,129

Goodwill is presented net of accumulated impairment losses, with the most recent impairment charge being incurred in fiscal 2015. There were no impairment charges recorded during the three months ended October 31, 2018.

Other intangible assets include ~~patents, trademarks, and~~ customer relationships, patents, and trademarks with finite lives being amortized in accordance with the accounting guidance for other intangible assets. The Company also has unamortized indefinite-lived trademarks that are classified as other intangible assets. The net book value of these assets was as follows:



	October 31, 2019								July 31, 2019
	Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Amortized other intangible assets:
Customer relationships and other	9	$	46,594	$	(30,634	)	$	15,960	9	$	46,595	$	(29,343	)	$	17,252
Unamortized other intangible assets:
Trademarks	N/A	18,900		—			18,900		N/A	18,871		—			18,871
Total		$	65,494	$	(30,634	)	$	34,860		$	65,466	$	(29,343	)	$	36,123

October 31, 2018 July 31, 2018

Weighted
Average
Amortization
Period
(Years)

Gross
Carrying
Amount

Accumulated
Amortization

Net Book
Value

Weighted
Average
Amortization
Period
(Years)

Gross
Carrying
Amount

Accumulated
Amortization

Net Book
Value
Amortized other intangible assets:
Patents 5 $ 1,448
$ (1,069 ) $ 379
5 $ 1,448
$ (942 ) $ 506
Trademarks and other 9 4,416
(4,332 ) 84
9 4,497
(4,395 ) 102
Customer relationships 9 55,559
(34,418 ) 21,141
9 55,999
(33,535 ) 22,464
Unamortized other intangible assets:
Trademarks N/A 19,429
—
19,429
N/A 19,516
—
19,516
Total $ 80,852
$ (39,819 ) $ 41,033
$ 81,460
$ (38,872 ) $ 42,588

The ~~decrease~~change in the gross carrying amount of other intangible assets as of October 31, ~~2018~~2019 compared to July 31, ~~2018~~2019 was due to the effects of currency fluctuations during the three-month period.

Amortization expense on intangible assets was ~~$1,436~~$1,291 and ~~$1,693~~$1,436 for the three months ended October 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Amortization expense over each of the next five fiscal years is projected to be ~~$5,713, $5,187, $5,148, $5,004~~$5,164, $5,164, $4,898, $2,025 and ~~$2,025~~$0 for the fiscal years ending July 31, ~~2019,~~ 2020, 2021, 2022, 2023 and ~~2023,~~2024, respectively.

NOTE E — Leases

The Company leases certain manufacturing facilities, warehouses and office space, computer equipment, and vehicles accounted for as operating leases. Lease terms typically range from one year to fifteen years. As of October 31, 2019, the Company did not have any finance leases.

The Company determines if an arrangement contains a lease at contract inception. The contract is considered to contain a lease if it provides the Company with the right to direct the use of and the right to obtain substantially all of the economic benefits from an identified asset in exchange for consideration. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date based on the present value of the future lease payments over the expected lease term. Additionally, the ROU asset includes any lease payments made on or before the commencement date, initial direct costs incurred, and is reduced by any lease incentives received.

Some of the Company’s leases include options to extend the lease agreement. The exercise of an extension is at the Company’s sole discretion. The majority of renewal options are not included in the calculation of ROU assets and liabilities as they are not reasonably certain to be exercised. Some of the Company's lease agreements include rental payments that are adjusted periodically for inflation or the change in an index or rate, which are considered to be variable lease payments. Due to the nature of the Company’s variable lease payments, they are generally excluded from the initial measurement of the ROU asset and lease liability and are recognized in the period in which the obligation for those payments is incurred. The Company has lease agreements that include both lease and non-lease components, which the Company has elected to account for as a single lease component. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Generally, the discount rate implicit within the Company’s leases cannot be readily determined, and therefore the Company uses its incremental borrowing rate to determine the present value of the future lease payments. The incremental borrowing rate is estimated based on the sovereign credit rating for the countries in which the Company has its largest operations, adjusted for several factors, such as internal credit spread, lease terms and other market information available at the lease commencement date.

Operating leases are reflected in “Operating lease assets,” “Current operating lease liabilities,” and “Long-term operating lease liabilities” on the Company's condensed consolidated balance sheets.

Short-term lease expense, variable lease expenses, and sublease income was immaterial to the condensed consolidated statements of income.

The following table summarizes lease expense recognized for the three months ended October 31, 2019:



		Three months ended
	Condensed Consolidated Statements of Income Location	October 31, 2019
Operating lease cost	Cost of goods sold	$	4,095
Operating lease cost	Selling, general, and administrative expenses	1,310

The following table summarizes maturity of the Company's lease liabilities as of October 31, 2019:



Years ended July 31,	Operating Leases
Remainder of 2020	$	12,556
2021	15,599
2022	12,647
2023	9,265
2024	5,502
Thereafter	3,181
Total lease payments	$	58,750
Less interest	(3,769		)
Present value of lease liabilities	$	54,981

The weighted average remaining lease terms and discount rates for the Company's operating leases as of October 31, 2019 was as follows:



	October 31, 2019
Weighted average remaining lease term (in years)	4.1
Weighted average discount rate	3.4	%

Supplemental cash flow information related to the Company's operating leases for the three months ended October 31, 2019, was as follows:



	Three months ended
	October 31, 2019
Operating cash flows from operating leases	$	4,010
Operating lease assets obtained in exchange for new operating lease liabilities	9,952

Operating lease assets obtained in exchange for new operating lease liabilities include $9,769 of operating lease assets related to leases that commenced on August 1, 2019, which were included in the adoption impact of the new lease accounting standard.

The following table summarizes future minimum lease payments under operating leases as of July 31, 2019:



Years ended July 31,	Operating Leases
2020	$	18,450
2021	16,132
2022	13,439
2023	10,065
2024	5,656
Thereafter	3,502
Total lease payments	$	67,244

NOTE F – Stockholders' Equity

The following table illustrates the changes in the balances of each component of stockholders' equity for the three months ended October 31, 2019:



	Common Stock		Additional Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balances at July 31, 2019	$	548	$	329,969		$	637,843		$	(46,332	)	$	(71,254	)	$	850,774
Net income	—		—			37,498			—			—			37,498
Other comprehensive loss, net of tax	—		—			—			—			(29		)	(29		)
Issuance of shares of Class A Common Stock under stock plan	—		(6,410		)	—			2,553			—			(3,857		)
Tax benefit and withholdings from deferred compensation distributions	—		64			—			—			—			64
Stock-based compensation expense	—		3,618			—			—			—			3,618
Purchase of shares of Class A Common Stock	—		—			—			—			—			—
Cash dividends on Common Stock
Class A — $0.22 per share	—		—			(10,822		)	—			—			(10,822		)
Class B — $0.20 per share	—		—			(711		)	—			—			(711		)
Balances at October 31, 2019	$	548	$	327,241		$	663,808		$	(43,779	)	$	(71,283	)	$	876,535

The following table illustrates the changes in the balances of each component of stockholders' equity for the three months ended October 31, 2018:



	Common Stock		Additional Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balances at July 31, 2018	$	548	$	325,631		$	553,454		$	(71,120	)	$	(56,401	)	$	752,112
Net income	—		—			30,637			—			—			30,637
Other comprehensive loss, net of tax	—		—			—			—			(9,830		)	(9,830		)
Issuance of shares of Class A Common Stock under stock plan	—		(4,505		)	—			14,569			—			10,064
Tax benefit and withholdings from deferred compensation distributions	—		91			—			—			—			91
Stock-based compensation expense	—		4,965			—			—			—			4,965
Purchase of shares of Class A Common Stock	—		—			—			(1,863		)	—			(1,863		)
Cumulative adjustment for ASU 2014-09, net of tax	—		—			(2,137		)	—			—			(2,137		)
Cash dividends on Common Stock
Class A — $0.21 per share	—		—			(10,403		)	—			—			(10,403		)
Class B — $0.20 per share	—		—			(693		)	—			—			(693		)
Balances at October 31, 2018	$	548	$	326,182		$	570,858		$	(58,414	)	$	(66,231	)	$	772,943

Incentive Stock Plans

The Company has an incentive stock plan under which the Board of Directors may grant nonqualified stock options to purchase shares of Class A Nonvoting Common Stock, restricted stock units ("RSUs"), or restricted and unrestricted shares of Class A Nonvoting Common Stock to employees and non-employee directors. Certain awards may be subject to pre-established performance goals. The majority of the Company’s annual share-based awards are granted in the first quarter of the fiscal year.

Total stock-based compensation expense recognized by the Company during the three months ended October 31, 2019 and 2018, was $3,618 ($3,089 net of taxes) and $4,965 ($4,319 net of taxes), respectively. As of October 31, 2019, total unrecognized compensation cost related to share-based awards was $15,461 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 2.3 years.

Stock Options

The stock options issued under the plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and generally vest ratably over a three-year service period, with one-third becoming exercisable one year after the grant date and one-third additional in each of the succeeding two years. Options issued under the plan, referred to herein as “time-based” stock options, generally expire 10 years from the date of grant.

The Company has estimated the fair value of its time-based stock option awards granted during the three months ended October 31, 2019 and 2018, using the Black-Scholes option valuation model. The weighted-average assumptions used in the Black-Scholes valuation model are reflected in the following table:



	Three months ended October 31,
Black-Scholes Option Valuation Assumptions	2019			2018
Expected term (in years)	6.20			6.20
Expected volatility	25.85		%	25.83		%
Expected dividend yield	2.63		%	2.71		%
Risk-free interest rate	1.64		%	3.01		%
Weighted-average market value of underlying stock at grant date	$	54.05		$	43.96
Weighted-average exercise price	$	54.05		$	43.96
Weighted-average fair value of options granted during the period	$	10.63		$	9.70

The following is a summary of stock option activity for the three months ended October 31, 2019:



Time-Based Options	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at July 31, 2019	1,594,716	$	31.63
New grants	247,297	54.05
Exercised	(381,698)	27.05
Forfeited or expired	(2,221)	40.25
Outstanding at October 31, 2019	1,458,094	$	36.62	7.2	$	28,976
Exercisable at October 31, 2019	933,905	$	30.59	6.0	$	24,192

The total fair value of stock options vested during the three months ended October 31, 2019 and 2018, was $2,537 and $2,798, respectively. The total intrinsic value of stock options exercised during the three months ended October 31, 2019 and 2018, based upon the average market price at the time of exercise during the period, was $10,225 and $9,423, respectively.

The cash received from the exercise of stock options during the three months ended October 31, 2019 and 2018, was $3,411 and $13,001, respectively. The tax benefit from the exercise of stock options during the three months ended October 31, 2019 and 2018, was $2,541 and $2,356, respectively.

RSUs

The Company issues "time-based" and "performance-based" RSUs under the incentive stock plan. The time-based RSUs issued under the plan generally vest ratably over a three-year period and have a grant date fair value equal to the fair market value of the underlying stock at the date of grant. The performance-based RSUs issued under the plan vest at the end of a three-year service period provided specified financial performance metrics are met. The fair value of performance-based RSUs was determined by a third-party valuation involving the use of a Monte Carlo simulation.

The following tables summarize the RSU activity for the three months ended October 31, 2019:



Time-Based RSUs	Shares		Weighted Average Grant Date Fair Value
Outstanding at July 31, 2019	188,638		$	38.15
New grants	69,328		54.10
Vested	87,002		36.00
Forfeited	(454	)	40.43
Outstanding at October 31, 2019	344,514		$	45.72

The time-based RSUs granted during the three months ended October 31, 2018, had a weighted-average grant date fair value of $33.16. The total fair value of time-based RSUs vested during the three months ended October 31, 2019 and 2018, was $4,615 and $4,795, respectively.



Performance-Based RSUs	Shares		Weighted Average Grant Date Fair Value
Outstanding at July 31, 2019	158,410		$	38.33
New grants	38,946		75.00
Vested	(87,928	)	32.03
Outstanding at October 31, 2019	109,428		$	50.79

The performance-based RSUs granted during the three months ended October 31, 2018, had a weighted-average grant date fair value of $50.70. The aggregate intrinsic value of unvested time-based and performance-based RSUs outstanding at October 31, 2019 and expected to vest was $24,748.

NOTE G — Accumulated Other Comprehensive Loss

Other comprehensive loss consists of foreign currency translation adjustments, unrealized gains and losses from cash flow hedges and net investment hedges, and the unamortized gain on post-retirement plans, net of their related tax effects.

The following table illustrates the changes in the balances of each component of accumulated other comprehensive loss, net of tax, for the three months ended October 31, ~~2018:~~2019:



	Unrealized gain on cash flow hedges			Unamortized gain on post-retirement plans			Foreign currency translation adjustments			Accumulated other comprehensive loss
Beginning balance, July 31, 2019	$	707		$	2,800		$	(74,761	)	$	(71,254	)
Other comprehensive income before reclassification	136			—			226			362
Amounts reclassified from accumulated other comprehensive loss	(286		)	(105		)	—			(391		)
Ending balance, October 31, 2019	$	557		$	2,695		$	(74,535	)	$	(71,283	)

Unrealized gain on cash flow hedges Unamortized gain on post-retirement plans Foreign currency translation adjustments Accumulated other comprehensive loss
Beginning balance, July 31, 2018 $ 863
$ 3,302
$ (60,566 ) $ (56,401 )
Other comprehensive loss before reclassification (491 ) —
(9,149 ) (9,640 )
Amounts reclassified from accumulated other comprehensive loss (35 ) (155 ) —
(190 )
Ending balance, October 31, 2018 $ 337
$ 3,147
$ (69,715 ) $ (66,231 )
The change in the accumulated other comprehensive loss as of October 31, 2019, compared to July 31, 2019, was negligible primarily due to the stability of the U.S. dollar against certain other currencies. The foreign currency translation adjustments column in the table above includes the impact of foreign currency translation, foreign currency translation on intercompany notes, and the settlements of net investment hedges, net of tax. Of the total $391 in amounts reclassified from accumulated other comprehensive loss, the $286 gain on cash flow hedges was reclassified into cost of goods sold and the $105 gain on post-retirement plans was reclassified into selling, general and administrative expenses ("SG&A") on the condensed consolidated statements of income for the three months ended October 31, 2019.

The changes in accumulated other comprehensive loss by component, net of tax, for the three months ended October 31, 2018, were as follows:



	Unrealized gain on cash flow hedges			Unamortized gain on post-retirement plans			Foreign currency translation adjustments			Accumulated other comprehensive loss
Beginning balance, July 31, 2018	$	863		$	3,302		$	(60,566	)	$	(56,401	)
Other comprehensive loss before reclassification	(491		)	—			(9,149		)	(9,640		)
Amounts reclassified from accumulated other comprehensive loss	(35		)	(155		)	—			(190		)
Ending balance, October 31, 2018	$	337		$	3,147		$	(69,715	)	$	(66,231	)

The increase in ~~the~~ accumulated other comprehensive loss as of October 31, 2018, compared to July 31, 2018, was primarily due to the appreciation of the U.S. dollar against certain other currencies. The foreign currency translation adjustments column in the table above includes the impact of foreign currency translation, foreign currency translation on intercompany notes, and the settlements of net investment hedges, net of tax. Of the total $190 in amounts reclassified from accumulated other comprehensive loss, the $35 gain on cash flow hedges was reclassified into cost of goods sold and the $155 gain on post-retirement plans was reclassified into ~~selling, general and administrative expenses ("~~SG~~&A")~~&A on the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Earnings~~income for the three months ended October 31, 2018.

~~The changes in accumulated other comprehensive loss by component, net of tax, for the three months ended October 31, 2017, were as follows:~~

Unrealized gain (loss) on cash flow hedges Unamortized gain on post-retirement plans Foreign currency translation adjustments Accumulated other comprehensive loss
Beginning balance, July 31, 2017 $ 109
$ 2,620
$ (47,411 ) $ (44,682 )
Other comprehensive loss before reclassification (419 ) —
(6,846 ) (7,265 )
Amounts reclassified from accumulated other comprehensive loss 15
(130 ) —
(115 )
Ending balance, October 31, 2017 $ (295 ) $ 2,490
$ (54,257 ) $ (52,062 )

The increase in accumulated other comprehensive loss as of October 31, 2017, compared to July 31, 2017, was primarily due to the appreciation of the U.S. dollar against certain other currencies. The foreign currency translation adjustments column in the table above includes the impact of foreign currency translation, foreign currency translation on intercompany notes, and the settlements of net investment hedges, net of tax. Of the total $115 in amounts reclassified from accumulated other comprehensive loss, the $15 loss on cash flow hedges was reclassified into cost of goods sold and the $130 gain on post-retirement plans was reclassified into SG&A on the Condensed Consolidated Statements of Earnings for the three months ended October 31, 2017.

The following table illustrates the income tax expense on the components of other comprehensive loss for the three months ended October 31, ~~2018~~2019 and ~~2017:~~2018:



	Three months ended October 31,
	2019		2018
Income tax benefit (expense) related to items of other comprehensive loss:
Cash flow hedges	$	35	$	(100	)
Other income tax adjustments and currency translation	176		(358		)
Income tax benefit (expense) related to items of other comprehensive loss	$	211	$	(458	)

Three months ended October 31,
2018 2017
Income tax expense related to items of other comprehensive loss:
Net investment hedge translation adjustments $ (405 ) $ (301 )
Cash flow hedges (100 ) (195 )
Other income tax adjustments and currency translation 47
11
Income tax expense related to items of other comprehensive loss $ (458 ) $ (485 )

NOTE FH — ~~Net Earnings per Common Share~~Revenue Recognition

~~Reconciliations~~The Company recognizes revenue when control of the ~~numerator~~product or service transfers to the customer at an amount that represents the consideration expected to be received in exchange for those products and ~~denominator~~services. The Company’s revenues are primarily from the sale of identification and workplace safety products that are shipped and billed to customers. All revenue is from contracts

with customers and is included in “Net sales” on the ~~basic and diluted per share computations~~condensed consolidated statements of income. See Note I “Segment Information” for the Company’s ~~Class A~~disaggregated revenue disclosure.

The Company’s contracts with customers consist of purchase orders, which in some cases are governed by master supply or distributor agreements. The majority of the Company's revenue is earned and ~~Class B common stock~~recognized at a point in time through ship-and-bill performance obligations where the customer typically obtains control of the product upon shipment or delivery, depending on freight terms.

The Company offers extended warranty coverage that is included in the sales price of certain products, which it accounts for as service warranties. The Company accounts for the deferred revenue associated with extended service warranties as a contract liability. At the time of sale, the extended warranty transaction price is recorded as deferred revenue and is recognized on a straight-line basis over the life of the service warranty period.

The balance of contract liabilities associated with service warranty performance obligations was $2,802 and $2,782 as of October 31, 2019 and July 31, 2019, respectively. This also represents the amount of unsatisfied performance obligations related to contracts that extend beyond one year. The current portion and non-current portion of contract liabilities are ~~summarized as follows:~~

Three months ended October 31,
2018 2017
Numerator:
Earnings (Numerator for basic and diluted Class A Nonvoting Common Share) $ 30,637
$ 25,836
Less:
Preferential dividends (815 ) (799 )
Preferential dividends on dilutive stock options (13 ) (16 )
Numerator for basic and diluted earnings per Class B Voting Common Share $ 29,809
$ 25,021
Denominator: (in thousands)
Denominator for basic earnings for both Class A and Class B 52,201
51,440
Plus: Effect of dilutive stock options 757
943
Denominator for diluted earnings per share for both Class A and Class B 52,958
52,383
Net earnings per Class A Nonvoting Common Share:
Basic $ 0.59
$ 0.50
Diluted $ 0.58
$ 0.49
Net earnings per Class B Voting Common Share:
Basic $ 0.57
$ 0.49
Diluted $ 0.56
$ 0.48

~~Options to purchase~~ ~~679,902~~included in “Other current liabilities” and ~~737,132~~ ~~shares~~“Other liabilities," respectively, on the condensed consolidated balance sheets. The Company recognized revenue of ~~Class A Nonvoting Common Stock for~~$315 and $308 during the three months ended October 31, 2019 and 2018, ~~and~~ ~~2017~~, respectively, ~~were not~~that was included in the ~~computation of diluted net earnings per share because~~contract liability balance at the ~~option exercise price was greater than the average market price~~beginning of the ~~common shares~~respective period from the amortization of extended service warranties. Of the contract liability balance outstanding at October 31, 2019, the Company expects to recognize 29% by the end of fiscal 2020, an additional 27% by the end of fiscal 2021, and ~~therefore,~~ the ~~effect would~~remaining balance thereafter.

With the exception of the performance obligations related to the extended service warranties, the Company's contracts have ~~been anti-dilutive.~~an original expected duration of one year or less. As a result, the Company has elected to use the practical expedient to not disclose its remaining performance obligations for contracts that have an original expected length of one year or less.

NOTE GI — Segment Information

The Company is organized and managed on a global basis within three operating segments, Identification Solutions, ~~("IDS"),~~ Workplace Safety, ~~("WPS"),~~ and People Identification ("~~People ID"~~PDC"), which aggregate into two reportable segments that are organized around businesses with consistent products and services: IDS and WPS. The Identification Solutions and ~~People ID~~PDC operating segments aggregate into the IDS reporting segment, while the WPS reporting segment is comprised solely of the Workplace Safety operating segment. The Company evaluates short-term segment performance based on segment profit and customer sales. Interest expense, investment and other income (expense), income taxes, and certain corporate administrative expenses are excluded when evaluating segment performance.

The following is a summary of net sales by segment and geographic region for the three months ended October 31, ~~2018~~2019 and ~~2017:~~

2018:

Three months ended October 31,
2018 2017
Net sales:
ID Solutions
Americas $ 145,791
$ 139,404
Europe 48,828
47,131
Asia 23,481
23,170
Total $ 218,100
$ 209,705
Workplace Safety
Americas $ 24,751
$ 26,488
Europe 37,655
41,384
Australia 12,690
12,574
Total $ 75,096
$ 80,446
Total Company
Americas $ 170,542
$ 165,892
Europe 86,483
88,515
Asia-Pacific 36,171
35,744
Total $ 293,196
$ 290,151



	Three months ended October 31,
	2019		2018
Net sales:
ID Solutions
Americas	$	149,363	$	145,791
Europe	43,381		48,828
Asia	22,243		23,481
Total	$	214,987	$	218,100
Workplace Safety
Americas	$	24,303	$	24,751
Europe	36,026		37,655
Australia	11,631		12,690
Total	$	71,960	$	75,096
Total Company
Americas	$	173,666	$	170,542
Europe	79,407		86,483
Asia-Pacific	33,874		36,171
Total	$	286,947	$	293,196

Segment profit for the three months ended October 31, 2019 and 2018 ~~and 2017 is~~was as follows:



	Three months ended October 31,
	2019		2018
Segment profit:
ID Solutions	$	42,443	$	41,562
Workplace Safety	5,157		5,541
Total Company	$	47,600	$	47,103

Three months ended October 31,
2018 2017
Segment profit:
ID Solutions $ 41,562
$ 35,837
Workplace Safety 5,541
6,445
Total Company $ 47,103
$ 42,282

The following is a reconciliation of segment profit to ~~earnings~~income before income taxes for the three months ended October 31, ~~2018~~2019 and ~~2017:~~2018:



	Three months ended October 31,
	2019			2018
Total profit from reportable segments	$	47,600		$	47,103
Unallocated amounts:
Administrative costs	(6,709		)	(6,481		)
Investment and other income (expense)	1,380			(17		)
Interest expense	(701		)	(712		)
Income before income taxes	$	41,570		$	39,893

Three months ended October 31,
2018 2017
Total profit from reportable segments $ 47,103
$ 42,282
Unallocated amounts:
Administrative costs (6,481 ) (6,871 )
Investment and other (expense) income (17 ) 216
Interest expense (712 ) (863 )
Earnings before income taxes $ 39,893
$ 34,764

NOTE ~~H – Stock-Based Compensation~~J — Net Income per Common Share

~~The Company has an incentive~~Reconciliations of the numerator and denominator of the basic and diluted per share computations for the Company’s Class A and Class B common stock ~~plan under which the Board of Directors may grant nonqualified stock options~~are summarized as follows:



	Three months ended October 31,
	2019			2018
Numerator (in thousands):
Income (Numerator for basic and diluted income per Class A Nonvoting Common Share)	$	37,498		$	30,637
Less:
Preferential dividends	(828		)	(815		)
Preferential dividends on dilutive stock options	(10		)	(13		)
Numerator for basic and diluted income per Class B Voting Common Share	$	36,660		$	29,809
Denominator: (in thousands)
Denominator for basic income per share for both Class A and Class B	53,143			52,201
Plus: Effect of dilutive equity awards	593			757
Denominator for diluted income per share for both Class A and Class B	53,736			52,958
Net income per Class A Nonvoting Common Share:
Basic	$	0.71		$	0.59
Diluted	$	0.70		$	0.58
Net income per Class B Voting Common Share:
Basic	$	0.69		$	0.57
Diluted	$	0.68		$	0.56

Stock-based awards to purchase ~~shares of Class A Nonvoting Common Stock, restricted stock units ("RSUs"), or restricted~~323,719 and ~~unrestricted shares of Class A Nonvoting Common Stock to employees and non-employee directors. Certain awards may be subject to pre-established performance goals.~~

The options issued under the plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and generally vest over a three-year service period, with one-third becoming exercisable one year after the grant date and one-third additional in each of the succeeding two years. Options issued under the plan, referred to herein as “service-based” stock options, generally expire 10 years from the date of grant.

Restricted and unrestricted shares and RSUs issued under the plan have a grant date fair value equal to the fair market value of the underlying stock at the date of grant or as determined using a Monte Carlo simulation. Shares issued under the plan are referred to herein as either "service-based" or "performance-based" restricted shares and RSUs. The service-based RSUs granted under the plan generally vest over a three-year service period, with one-third becoming exercisable one year after the grant date and one-third additional in each of the succeeding two years. The performance-based RSUs granted under the plan vest at the end of a three-year service period provided specified financial performance metrics are met.

~~As of October 31, 2018, the Company has reserved 2,682,634~~679,902 shares of Class A Nonvoting Common Stock for outstanding stock options, RSUs, and restricted shares and 3,655,246 shares of Class A Nonvoting Common Stock remain for future issuance of stock options, RSUs, and restricted and unrestricted shares under the active plan. The Company uses treasury stock or will issue new Class A Nonvoting Common Stock to deliver shares under the plan.

The Company recognizes the compensation cost of all share-based awards at the time it is deemed probable the award will vest. This cost is recognized on a straight-line basis over the vesting period of the award. If it is determined that it is unlikely the award will vest, the expense recognized to date for the award is reversed in the period in which this is evident and the remaining expense is not recorded. Total stock-based compensation expense recognized by the Company during the three months ended October 31, ~~2018~~2019 and ~~2017, was $4,965 ($4,319 net of taxes) and $3,744 ($2,321 net of taxes)~~2018, ~~respectively.~~

As of October 31, 2018, total unrecognized compensation cost related to stock-based compensation awards was $16,245 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 2.1 years.

The Company has estimated the fair value of its service-based stock option awards granted during the three months ended October 31, 2018 and 2017, using the Black-Scholes option valuation model. The weighted-average assumptions usedrespectively, were not included in the ~~Black-Scholes valuation model are reflected in the following table:~~

Three months ended October 31,
Black-Scholes Option Valuation Assumptions 2018 2017
Expected term (in years) 6.20
6.07
Expected volatility 25.83 % 28.19 %
Expected dividend yield 2.71 % 2.72 %
Risk-free interest rate 3.01 % 1.96 %
Weighted-average market value of underlying stock at grant date $ 43.96
$ 36.85
Weighted-average exercise price $ 43.96
$ 36.85
Weighted-average fair value of options granted during the period $ 9.70
$ 7.96

~~The Company uses historical data regarding stock option exercise behaviors to estimate the expected term~~computation of options granted based on the period of time that options granted are expected to be outstanding. Expected volatilities are based on the historical volatility of the Company’s stock. The expected dividend yield is based on the Company’s historical dividend payments and historical yield. The risk-free interest rate is based on the U.S. Treasury yield curve in effect ondiluted net income per share because the grant ~~date for the length of time corresponding to the expected term of the option. The market value is calculated as the average of the high and the low stock~~ price ~~on the date of the grant.~~

~~A summary of stock option activity under the Company’s share-based compensation plans for the three months ended October 31, 2018, is presented below:~~

Service-Based Options Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value
Outstanding at July 31, 2018 2,504,633 $ 28.23
��
New grants 276,238 43.96

Exercised (551,919) 26.88

Forfeited or expired (5,407) 36.24

Outstanding at October 31, 2018 2,223,545 $ 30.50
6.5 $ 23,842
Exercisable at October 31, 2018 1,621,317 $ 27.06
5.6 $ 22,340

There were 1,621,317 and 2,229,350 options exercisable with a weighted average exercise price of $27.06 and $27.39 at October 31, 2018 and 2017, respectively. The total fair value of stock options vested during the three months ended October 31, 2018 and 2017, was ~~$2,798 and $2,974, respectively.~~

The cash received from the exercise of options during the three months ended October 31, 2018 and 2017, was $12,138 and $3,249. The tax benefit from the exercise of options during the three months ended October 31, 2018 and 2017, was $2,356 and $478, respectively. The total intrinsic value of options exercised during the three months ended October 31, 2018 and 2017, based upongreater than the average market price atof the ~~time of exercise during~~common shares and, therefore, the ~~period, was $9,423 and $1,257, respectively.~~effect would have been anti-dilutive.

~~The following tables summarize the RSU activity under the Company's share-based compensation plans for the three months ended October 31, 2018:~~

Service-Based RSUs Shares
Weighted
Average
Grant Date Fair Value
Outstanding at July 31, 2018 342,856
$ 29.05
New grants 76,356
44.04
Vested (111,194 ) 28.15
Forfeited (7,339 ) 29.97
Outstanding at October 31, 2018 300,679
$ 33.16

The service-based RSUs granted during the three months ended October 31, 2017, had a weighted-average grant date fair value of $35.14. The total fair value of service-based RSUs vested during the three months ended October 31, 2018 and 2017, was $4,795 and $4,736, respectively.

Performance-Based RSUs Shares
Weighted
Average
Grant Date Fair Value
Outstanding at July 31, 2018 108,097
$ 32.57
New grants 50,313
50.70
Vested —
—
Forfeited —
—
Outstanding at October 31, 2018 158,410
$ 38.33

The performance-based RSUs granted during the three months ended October 31, 2017, had a weighted-average grant date fair value of $33.12. The aggregate intrinsic value of unvested service-based and performance-based RSUs outstanding at October 31, 2018 and expected to vest was $18,497.

NOTE IK — Fair Value Measurements

In accordance with fair value accounting guidance, the ~~Company’s assets and liabilities measured at~~Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified ~~in one of~~into the following ~~categories:~~hierarchy:

Level 1 — ~~Assets or liabilities for which fair value is based on unadjusted~~Unadjusted quoted prices in active markets for identical instruments that are accessible as of the reporting date.

Level 2 — ~~Assets or liabilities for which fair value is based on other~~Other significant pricing inputs that are either directly or indirectly observable.

Level 3 — ~~Assets or liabilities for which fair value is based on significant~~Significant unobservable pricing inputs, ~~to the extent little or no market data is available,~~ which result in the use of management's own assumptions.

The following ~~tables set forth by level within~~table summarizes the ~~fair value hierarchy our~~Company's financial assets and liabilities that were accounted for at fair value on a recurring basis at October 31, ~~2018~~2019 and July 31, ~~2018, according to the valuation techniques the Company used to determine their fair values.~~2019.



	October 31, 2019		July 31, 2019		Fair Value Hierarchy
Assets:
Trading securities	$	15,212	$	15,744	Level 1
Foreign exchange contracts	595		474		Level 2
Liabilities:
Foreign exchange contracts	12		5		Level 2

Inputs
Considered As

Quoted Prices in Active Markets for Identical
Assets (Level 1)
Significant Other Observable Inputs (Level 2) Fair Values Balance Sheet Classifications
October 31, 2018
Trading securities $ 14,060
$ —
$ 14,060
Other assets
Foreign exchange contracts —
891
891
Prepaid expenses and other current assets
Total Assets $ 14,060
$ 891
$ 14,951

Foreign exchange contracts $ —
$ 505
$ 505
Other current liabilities
Total Liabilities $ —
$ 505
$ 505

July 31, 2018
Trading securities $ 14,383
$ —
$ 14,383
Other assets
Foreign exchange contracts —
1,077
1,077
Prepaid expenses and other current assets
Total Assets $ 14,383
$ 1,077
$ 15,460

Foreign exchange contracts $ —
$ 3
$ 3
Other current liabilities
Total Liabilities $ —
$ 3
$ 3

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Trading securities: The Company’s deferred compensation investments consist of investments in mutual ~~funds.~~funds, which are included in "Other assets" on the condensed consolidated balance sheets. These investments were classified as Level 1 as the shares of these investments trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.

Foreign exchange contracts: The Company’s foreign exchange contracts were classified as Level 2 as the fair value was based on the present value of the future cash flows using external models that use observable inputs, such as interest rates, yield curves and foreign exchange rates. See Note J,L, “Derivatives and Hedging Activities,” for additional information.

There have been no transfers ~~of assets or liabilities~~ between ~~the~~ fair value hierarchy levels ~~outlined above,~~ during the three months ended October 31, 2018. In addition, the Company had no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition during the three months ended October 31, 2018.2019.

The Company’s financial instruments, other than those presented in the disclosures above, include cash and cash equivalents, accounts receivable, notes payable, accounts payable, accrued liabilities and short-term and long-term debt. The fair values of cash and cash equivalents, accounts receivable, accounts payable, and ~~accrued~~other liabilities approximated carrying values ~~because of the~~due to their short-term ~~nature of these instruments.~~nature.

The following table summarizes the estimated fair value of the Company’s ~~short-term and~~ long-term debt obligations, including current maturities, at October 31, 2019 and July 31, 2019, which was based on the quoted market prices for similar issues and on the current rates offered for debt of similar maturities was $57,047 and $55,707 at October 31, 2018 and July 31, 2018, respectively, as compared to the carrying value of $54,408 and $52,618 at October 31, 2018 and July 31, 2018, respectively.maturities.



	October 31, 2019				July 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Current maturities on long-term debt	$	50,144	$	51,076	$	50,166	$	51,566

NOTE JL — Derivatives and Hedging Activities

The Company utilizes forward foreign exchange currency contracts to reduce the exchange rate risk of specific foreign currency denominated transactions. These contracts typically require the exchange of a foreign currency for U.S. dollars at a fixed rate aton a future date, with maturities of less than 18 months, which qualify as cash flow hedges or net investment hedges under the accounting guidance for derivative instruments and hedging activities. The primary objective of the Company’s foreign currency exchange risk management program is to minimize the impact of currency movements due to transactions in other than the respective subsidiaries’ functional currency and to minimize the impact of currency movements on the Company’s net investment denominated in a currency other than the U.S. dollar. To achieve this objective, the Company hedges a portion of known exposures using forward foreign exchange currency contracts. ~~As of October 31, 2018 and July 31, 2018, the notional amount of outstanding forward exchange contracts was $23,619 and $32,667, respectively.~~

The Company hedges a portion of known exposures using forward exchange contracts. Main exposures are related to transactions denominated in the British Pound, Euro, Canadian dollar, Australian dollar, Mexican Peso, Chinese Yuan, Malaysian Ringgit and ~~Mexican peso.~~Singapore dollar. Generally, these risk management transactions will involve the use of foreign currency derivatives to minimize the impact of currency movements on non-functional currency transactions.

~~Hedge effectiveness is determined by how closely the changes in fair value~~

The U.S. dollar equivalent notional amounts of the hedging instrument offset the changes in the fair value or cash flows of the hedged item. Hedge accounting is permitted only if the hedging relationship is expected to be highly effective at the inception of the hedge and on an on-going basis. Gains or losses on the derivative related to hedge ineffectiveness are recognized in current earnings.outstanding forward exchange contracts were as follows:



	October 31, 2019		July 31, 2019
Designated as cash flow hedges	$	19,540	$	26,013
Non-designated hedges	3,385		3,376
Total foreign exchange contracts	$	22,925	$	29,389

Cash Flow Hedges

The Company has designated a portion of its forward foreign exchange contracts as cash flow hedges and recorded these contracts at fair value on the ~~Condensed Consolidated Balance Sheets.~~condensed consolidated balance sheets. For these instruments, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income ("OCI") and reclassified into ~~earnings~~income in the same period or periods during which the hedged transaction affects ~~earnings.~~income. As of October 31, ~~2018~~2019 and ~~2017,~~July 31, 2019, unrealized gains of ~~$590~~$620 and ~~losses of $710 were~~$805 have been included in OCI, respectively. ~~Balances~~These balances are expected to be reclassified from OCI to ~~earnings when~~income during the hedged transactions impact earnings. For the three months ended October 31, 2018 and 2017, the Company reclassified gains of $47 and losses of $24 from OCI into earnings, respectively. At October 31, 2018, the U.S. dollar equivalent of these outstanding forward foreign exchange contracts totaled $20,398, including contracts to sell Euros and Canadian dollars, and contracts to buy Mexican pesos.next twelve months.

Net Investment Hedges

AsThe Company has designated certain third party-foreign currency denominated debt instruments as net investment hedges. On May 13, 2010, the Company completed the private placement of ~~April 30, 2017, €45 million~~€75,000 aggregate principal amount of ~~Euro-denominated~~ senior unsecured notes consisting of €30,000 aggregate principal amount of 3.71% Series 2010-A Senior Notes, which were repaid during fiscal 2017, and €45,000 aggregate principal amount of 4.24% Series 2010-A Senior Notes, due May 13, 2020. This Euro-denominated debt obligation was designated as a net investment ~~hedges~~hedge to selectively hedge portions of the Company's net investment in European foreign operations. The Company’s foreign denominated debt obligations are valued under a market approach using publicized spot ~~prices.~~prices, and the net gains or losses attributable to the changes in spot prices are recorded as cumulative translation within AOCI and are included in the foreign currency translation adjustments section of the condensed consolidated statements of comprehensive income. As of October 31, 2019 and July 31, 2019, the cumulative balance recognized in accumulated other comprehensive income were gains of $12,462 and $12,440, respectively, on the Euro-denominated debt obligations.

The following table summarizes the amount of pre-tax gains and losses related to derivatives designated as hedging instruments:



	Three months ended October 31,
	2019		2018
Gains (losses) recognized in OCI:
Foreign exchange contracts (cash flow hedges)	$	196	$	(380	)
Foreign currency denominated debt (net investment hedges)	22		1,620
Gains reclassified from OCI into cost of goods sold:
Forward exchange contracts (cash flow hedges)	381		47

Non-Designated Hedges

~~For~~The Company recognized losses of $8 and $33 for the three months ended October 31, ~~2018~~2019 and ~~2017, the Company recognized losses of $33 and gains of $22,~~2018, respectively, in ~~“Investment~~“Investment and other income (expense) ~~income”~~” on the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Earnings~~income related to non-designated hedges.

Fair values of derivative instruments in the ~~Condensed Consolidated Balance Sheets~~condensed consolidated balance sheets were as follows:



	October 31, 2019						July 31, 2019
	Prepaid expenses and other current assets		Other current liabilities		Current maturities on long-term obligations		Prepaid expenses and other current assets		Other current liabilities		Current maturities on long-term obligations
Derivatives designated as hedging instruments:
Foreign exchange contracts (cash flow hedges)	$	591	—		—		$	472	—		—
Foreign currency denominated debt (net investment hedges)	—		—		50,166		—		—		50,189
Derivatives not designated as hedging instruments:
Foreign exchange contracts	4		12		—		2		5		—
Total derivative instruments	$	595	$	12	$	50,166	$	474	$	5	$	50,189

Asset Derivatives Liability Derivatives
October 31, 2018 July 31, 2018 October 31, 2018 July 31, 2018

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value
Derivatives designated as hedging instruments
Cash flow hedges
Foreign exchange contracts Prepaid expenses and other current assets $ 871
Prepaid expenses and other current assets $ 1,076
Other current liabilities $ 452
Other current liabilities $ —
Net investment hedges
Foreign currency denominated debt Prepaid expenses and other current assets —
Prepaid expenses and other current assets —
Long term obligations, less current maturities 51,048
Long term obligations, less current maturities 52,668
Total derivatives designated as hedging instruments $ 871
$ 1,076
$ 51,500
$ 52,668
Derivatives not designated as hedging instruments
Foreign exchange contracts Prepaid expenses and other current assets $ 20
Prepaid expenses and other current assets $ 1
Other current liabilities $ 52
Other current liabilities $ 3
Total derivatives not designated as hedging instruments $ 20
$ 1
$ 52
$ 3

NOTE ~~K – Stockholders' Equity~~

~~The following table illustrates the changes in the balances of each component of stockholders' equity for the three months ended October 31, 2018:~~

Common
Stock Additional
Paid-In
Capital Retained Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss Total Stockholders' Equity
Balances at July 31, 2018 $ 548
$ 325,631
$ 553,454
$ (71,120 ) $ (56,401 ) $ 752,112
Net earnings —
—
30,637
—
—
30,637
Other comprehensive loss, net of tax —
—
—
—
(9,830 ) (9,830 )
Issuance of shares of Class A Common Stock under stock plan —
(4,505 ) —
14,569
—
10,064
Tax benefit and withholdings from deferred compensation distributions —
91
—
—
—
91
Stock-based compensation expense (Note H) —
4,965
—
—
—
4,965
Purchase of shares of Class A Common Stock —
—
—
(1,863 ) —
(1,863 )
Cumulative adjustment for ASU 2014-09, net of tax(Note B)
—
—
(2,137 ) —
—
(2,137 )
Cash dividends on Common Stock
Class A — $0.21 per share —
—
(10,403 ) —
—
(10,403 )
Class B — $0.20 per share —
—
(693 ) —
—
(693 )
Balances at October 31, 2018 $ 548
$ 326,182
$ 570,858
$ (58,414 ) $ (66,231 ) $ 772,943

~~The following table illustrates the changes in the balances of each component of stockholders' equity for the three months ended October 31, 2017:~~

Common
Stock Additional
Paid-In
Capital Retained Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss Total Stockholders' Equity
Balances at July 31, 2017 $ 548
$ 322,608
$ 507,136
$ (85,470 ) $ (44,682 ) $ 700,140
Net earnings —
—
25,836
—
—
25,836
Other comprehensive loss, net of tax —
—
—
—
(7,380 ) (7,380 )
Issuance of shares of Class A Common Stock under stock plan —
(3,863 ) —
5,086
—
1,223
Tax benefit and withholdings from deferred compensation distributions —
168
—
(422 ) —
(254 )
Stock-based compensation expense (Note H) —
3,744
—
—
—
3,744
Cash dividends on Common Stock
Class A — $0.21 per share —
—
(9,964 ) —
—
(9,964 )
Class B — $0.19 per share —
—
(675 ) —
—
(675 )
Balances at October 31, 2017 $ 548
$ 322,657
$ 522,333
$ (80,806 ) $ (52,062 ) $ 712,670

~~NOTE L~~M – Income Taxes

The effective income tax rate for the three months ended October 31, 2019 and 2018 was 9.8% and ~~2017 was~~ 23.2% ~~and 25.7%~~, respectively. The ~~decrease in the~~Company expects its ongoing annual effective income tax rate ~~was primarily due~~ to ~~a reduction of the U.S. federal corporate~~be approximately 20% based on its current global business mix. The effective income tax rate ~~as a result of the Tax Cuts and Jobs Act (the "Tax Reform Act") passed in December 2017 and tax benefits from equity-based compensation activity in the current period.~~

The U.S. Securities and Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Reform Act to finalize the recording of the related tax impacts. Provisional adjustments have been recorded in the Company’s consolidated financial statements; however, the final enactment impacts of the Tax Reform Act may differ from the estimate due to changes in interpretation, legislative action to address questions that arise, changes in accounting

standards for income taxes or related interpretations in response to the Tax Reform Act, or any updates or changes to information the Company has utilized to develop the estimates, including impacts from changes to earnings estimates and foreign exchange rates of foreign subsidiaries. No significant adjustments to the provisional amounts recorded during the year ended July 31, 2018, have been recognized for the three months ended October 31, ~~2018. For further discussion on~~2019 was lower than the ~~impact~~expected income tax rate due to the favorable settlement of ~~the Tax Reform Act, refer to Note 5 “Income Taxes” of the Annual Report on Form 10-K for the year ended July 31, 2018.~~a domestic income tax audit and tax benefits from stock-based compensation.

NOTE MN — Subsequent Events

On November ~~13, 2018,~~19, 2019, the Board of Directors declared a quarterly cash dividend to shareholders of the Company’s Class A and Class B Common Stock of ~~$0.2125~~$0.2175 per share payable on January 31, ~~2019,~~2020, to shareholders of record at the close of business on January 10, ~~2019.~~2020.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Overview

Brady Corporation is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The IDS segment is primarily involved in the design, manufacture, and distribution of high-performance and innovative identification and healthcare products. The WPS segment provides workplace safety and compliance products, approximately half of which are internally manufactured and half of which are externally sourced.

The long-term sales growth and profitability of our segments will depend not only on improved demand in end markets and

the overall economic environment, but also on our ability to continuously improve operational excellence, focus on the customer, develop and market innovative new products, and to advance our digital capabilities. In our Identification Solutions ("ID Solutions" or "IDS") business, our strategy for growth includes an increased focus on certain industries and products, a focus on improving the customer buying experience, and increasing investment in research and development ("R&D") to develop new products. In our Workplace Safety ("WPS") business, our strategy for growth includes a focus on workplace safety critical industries, innovative new product offerings, compliance expertise, customization expertise, and improving our digital capabilities.

The following are key initiatives supporting the strategy in fiscal ~~2019:~~2020:

Enhancing our ~~innovation~~research and development process and improving the ~~speed~~time to ~~deliver~~launch high-value, innovative products in alignment with our target markets.

~~Driving operational excellence and providing~~Providing our customers with the highest level of customer service.

~~Executing~~Driving operational excellence and executing sustainable efficiency gains within our global operations and within our selling, general and administrative ~~structures as well as throughout our global operations by making investments in equipment and machinery to drive automation.~~structures.

Expanding and enhancing our sales capabilities through an improved digital ~~presence.~~presence and increased sales resources.

Growing through focused ~~sales and marketing~~ actions in selected vertical markets and strategic accounts.

Enhancing our ~~global~~ employee development process to create an engaged workforce and to attract and retain key talent.

Results of Operations

A comparison of results of Operating Income for the three months ended October 31, ~~2018~~2019 and ~~2017~~2018 is as follows:

Three months ended October 31,
(Dollars in thousands) 2018 % Sales 2017 % Sales
Net Sales $ 293,196
$ 290,151

Gross Margin 146,539
50.0 % 146,065
50.3 %
Operating Expenses:
Research and Development 11,326
3.9 % 10,520
3.6 %
Selling, General and Administrative 94,591
32.3 % 100,134
34.5 %
Total operating expenses 105,917
36.1 % 110,654
38.1 %
Operating Income $ 40,622
13.9 % $ 35,411
12.2 %



	Three months ended October 31,
(Dollars in thousands)	2019		% Sales		2018		% Sales
Net sales	$	286,947			$	293,196
Gross margin	141,405		49.3	%	146,539		50.0	%
Operating expenses:
Research and development	10,967		3.8	%	11,326		3.9	%
Selling, general and administrative	89,547		31.2	%	94,591		32.3	%
Total operating expenses	100,514		35.0	%	105,917		36.1	%
Operating income	$	40,891	14.3	%	$	40,622	13.9	%

References in this Form 10-Q to “organic sales” refer to sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and divestitures. The Company's organic sales disclosures exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that the non-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying sales trends in our businesses and facilitating comparisons of our sales performance with prior periods.

~~Sales~~Net sales for the three months ended October 31, ~~2018, increased 1.0%~~2019, decreased 2.1% to ~~$293.2~~$286.9 million, compared to ~~$290.2~~$293.2 million in the same period of the prior year. The ~~increase in sales~~decrease consisted of an organic ~~sales growth of 4.7%, partially offset by a negative foreign currency impact of 2.0% and a~~ sales decline of ~~1.7% due to the divestiture~~0.4% and a decrease from foreign currency translation of ~~a business.~~1.7%. Organic sales ~~grew by 5.7%~~declined 0.2% in the IDS segment and ~~2.2%~~declined 0.8% in the WPS segment during the three months ended October 31, ~~2018,~~2019, compared to the same period in the prior year. The IDS segment realized sales growth in the Safety and Facility ID product line, and remained essentially flat to slightly down in the Product ID, Wire ~~ID, Safety and Facility~~ ID and Healthcare ID product ~~lines. Both~~lines compared to the prior year. The WPS segment realized low-single digit sales growth in digital ~~and traditional~~sales, while sales through the catalog channel ~~sales~~declined in the ~~WPS segment improved.~~

low-single digits.

Gross margin for the three months ended October 31, ~~2018, increased 0.3%~~2019, decreased 3.5% to ~~$146.5~~$141.4 million, compared to ~~$146.1~~$146.5 million in the same period of the prior year. As a percentage of net sales, gross margin decreased to ~~50.0%~~49.3% for the three months ended October 31, ~~2018,~~2019, from ~~50.3%~~50.0% in the same period of the prior year. The decrease in gross margin as a percentage of net sales was primarily due to increased input costs such as personnel, material, ~~supplies,~~tariff, and freight costs, along with reduced sales volume, which ~~were~~was partially mitigated by our ~~on-going~~ongoing efforts to streamline manufacturing processes and drive operational efficiencies, including increased automation in our manufacturing facilities.

Research and development (“R&D”) expenses for the three months ended October 31, ~~2018, increased 7.7%~~2019, decreased 3.2% to ~~$11.3~~$11.0 million, compared to ~~$10.5~~$11.3 million in the same period of the prior year. As a percentage of sales, R&D expenses ~~were 3.9%~~remained essentially flat for the three months ended October 31, ~~2018,~~2019, compared to ~~3.6% in~~ the same period of the prior year. The ~~increase~~decrease in R&D ~~expenses~~spending was primarily due to ~~an increased number~~the timing of ~~R&D personnel and investment~~expenditures related to ongoing new product development projects. The Company remains committed to investing in new product development ~~supporting our focus on increasing new product~~to increase sales within our IDS and WPS businesses. Investments in new printers and materials continue to be the primary focus of R&D expenditures.

Selling, general and administrative expenses ("SG&A") include selling and administrative costs directly attributed to the IDS and WPS segments, as well as certain other corporate administrative expenses including finance, information technology, human resources, and other administrative expenses. SG&A decreased ~~5.5%~~5.3% to ~~$94.6~~$89.5 million for the three months ended October 31, ~~2018,~~2019, compared to ~~$100.1~~$94.6 million in the same period of the prior year. As a percentage of sales, SG&A was ~~32.3%~~31.2% for the three months ended October 31, ~~2018,~~2019, compared to ~~34.5%~~32.3% in the same period of the prior year. Approximately ~~half~~one-third of the decrease in SG&A was due to ~~a favorable~~the impact of foreign currency translation, and the ~~impact of the sale of a business in the prior year. The~~ remainder ~~of the decrease~~ was due to ongoing efficiency gains inand continued efforts to reduce SG~~&A.~~&A costs.

Operating income was ~~$40.6~~$40.9 million and ~~$35.4~~$40.6 million for three months ended October 31, ~~2018~~2019 and ~~2017,~~2018, respectively. The increase was primarily due to increased segment profit in the IDS segment and reduced SG&A in both segments.

OPERATING INCOME TO NET ~~EARNINGS~~INCOME


	Three months ended October 31,										Three months ended October 31,
(Dollars in thousands)	2018			% Sales		2017			% Sales		2019			% Sales		2018			% Sales
Operating income	$	40,622		13.9	%	$	35,411		12.2	%	$	40,891		14.3	%	$	40,622		13.9	%
Other (expense) income:
Investment and other (expense) income	(17		)	—	%	216			0.1	%
Other income (expense):
Investment and other income (expense)											1,380			0.5	%	(17		)	—	%
Interest expense	(712		)	(0.2	)%	(863		)	(0.3	)%	(701		)	(0.2	)%	(712		)	(0.2	)%
Earnings before income tax	39,893			13.6	%	34,764			12.0	%
Income before income tax											41,570			14.5	%	39,893			13.6	%
Income tax expense	9,256			3.2	%	8,928			3.1	%	4,072			1.4	%	9,256			3.2	%
Net earnings	$	30,637		10.4	%	$	25,836		8.9	%
Net income											$	37,498		13.1	%	$	30,637		10.4	%

Investment and other ~~expense~~income (expense) was ~~$0.0~~$1.4 million for the three months ended October 31, ~~2018,~~2019, compared to ~~investment and other income of $0.2~~$0.0 million for the same period in the prior year. The ~~decrease~~increase was primarily due to ~~a reduction~~an increase in the market value of securities held in deferred compensation plans ~~partially offset by increased~~and an increase in interest income when compared to the same period in the ~~current period.~~prior year.

Interest expense ~~decreased to~~remained essentially flat at $0.7 million for the three months ended October 31, ~~2018,~~2019, from ~~$0.9~~$0.7 million for the same period in the prior ~~year. This decrease~~year as there was ~~due to~~minimal change in the Company's ~~declining~~ principal balance under its outstanding debt ~~agreements.~~agreements compared to the same period in the prior year.

The Company’s income tax rate was ~~23.2%~~9.8% for the three months ended October 31, ~~2018,~~2019, compared to ~~25.7%~~23.2% in the same period in the prior year. Refer to Note LM "Income Taxes" for additional information on the Company's effective income tax rate.

Business Segment Operating Results

The Company is organized and managed on a global basis within three operating segments, Identification Solutions, Workplace Safety, and People Identification ("~~People ID"~~PDC"), which aggregate into two reportable segments that are organized around businesses with consistent products and services: IDS and WPS. The Identification Solutions and ~~People ID~~PDC operating segments aggregate into the IDS reporting segment, while the WPS reporting segment is comprised solely of the Workplace Safety operating segment. The Company evaluates short-term segment performance based on segment profit and customer sales. Interest expense, investment and other (expense) income, income taxes, and certain corporate administrative expenses are excluded when evaluating segment performance.

The following is a summary of segment information for the three months ended October 31, ~~2018~~2019 and ~~2017:~~2018:


	Three months ended October 31,				Three months ended October 31,
	2018		2017		2019		2018
SALES GROWTH INFORMATION
ID Solutions
Organic	5.7	%	2.9	%	(0.2	)%	5.7	%
Currency	(1.7	)%	1.3	%	(1.2	)%	(1.7	)%
Total	4.0	%	4.2	%	(1.4	)%	4.0	%
Workplace Safety
Organic	2.2	%	(1.4	)%	(0.8	)%	2.2	%
Currency	(2.6	)%	3.3	%	(3.4	)%	(2.6	)%
Divestitures	(6.2	)%	—	%	—	%	(6.2	)%
Total	(6.6	)%	1.9	%	(4.2	)%	(6.6	)%
Total Company
Organic	4.7	%	1.7	%	(0.4	)%	4.7	%
Currency	(2.0	)%	1.9	%	(1.7	)%	(2.0	)%
Divestitures	(1.7	)%	—	%	—	%	(1.7	)%
Total	1.0	%	3.6	%	(2.1	)%	1.0	%
SEGMENT PROFIT AS A PERCENT OF NET SALES
ID Solutions	19.1	%	17.1	%	19.7	%	19.1	%
Workplace Safety	7.4	%	8.0	%	7.2	%	7.4	%
Total	16.1	%	14.6	%	16.6	%	16.1	%

ID Solutions

IDS net sales ~~increased 4.0% to $218.1 million~~decreased 1.4% for the three months ended October 31, 2018, compared to $209.7 million in the same period in the prior year. Organic sales increased 5.7% and foreign currency fluctuations decreased sales by 1.7% for the three months ended October 31, 2018,2019, compared to the same period in the prior ~~year.~~year, which consisted of an organic sales decline of 0.2% and a decrease from foreign currency translation of 1.2%.

Organic sales in the Americas increased in the low-single digits for the three months ended October 31, 2019, compared to the same period in the prior year. The increase was primarily due to growth in the Safety and Facility ID and Product ID product lines. Organic sales grew in the low-single digits in the United States and declined in the low-single digits in the rest of the Americas.

Organic sales in Europe decreased in the mid-single digits for the three months ended October 31, ~~2018,~~2019, as compared to the same period in the prior year, primarily due to a decline in the Safety and Facility ID product line. The organic sales decline was due to businesses in emerging geographies due to a decline in economic activity, and to a lesser extent certain businesses based in Western Europe.

Organic sales in Asia decreased in the low-single digits for the three months ended October 31, 2019, as compared to the same period in the prior year. The IDS Americas region realized organic sales growth in the Product ID, Wire ID, Safety and Facility ID, and Healthcare ID product lines. Organic sales grew in the mid-single digits in the United States and the rest of the Americas grew in the high-single digits. Most end markets realized organic sales growth with the industrial sector realizing the strongest growth.

~~Organic sales in Europe grew in the mid-single digits for the three months ended October 31, 2018, as compared~~decrease was primarily due to the same period in the prior year. The IDS Europe region realized organic sales growth in the Product ID, Wire ID, and Safety and Facility ID product lines. Organic sales growth was led by businesses in emerging geographies and supplemented by businesses based in Western Europe; in particular, increased printer sales throughout the region drove the organic sales growth.

Organic sales in Asia grew in the low-single digits for the three months ended October 31, 2018, as compared to the same period in the prior year. The IDS Asia region realized organic sales growth in the Product ID and Wire ID product lines, partially offset by a decline in the Safety and Facility ID and Product ID product lines, partially offset by growth in the Wire ID product line. Organic sales ~~were led by our businesses outside of China. Within~~declined in the mid-single digits within China ~~organic sales were approximately flat when compared~~partially due to the ~~same period~~direct and indirect impact of tariffs, and remained essentially flat in the ~~prior year.~~rest of Asia.

Segment profit increased ~~16.0%~~2.1% to ~~$41.6~~$42.4 million for the three months ended October 31, ~~2018,~~2019, compared to ~~$35.8~~$41.6 million in the same period of the prior year. As a percentage of net sales, segment profit was ~~19.1%~~19.7% for the three months ended October 31, ~~2018,~~

2019, compared to ~~17.1%~~19.1% in the same period of the prior year. The increase in segment profit was primarily driven by ~~increased organic sales and operational efficiencies in our~~efficiency gains throughout SG&A ~~structure~~ in all regions.

Workplace Safety

WPS net sales decreased ~~6.6% to $75.1 million from $80.4 million~~4.2% for the three months ended October 31, ~~2018 and 2017, respectively,~~2019, compared to the same period in the prior year, which ~~consists~~consisted of an organic ~~sales growth of 2.2%, a negative foreign currency impact of 2.6%, and a~~ sales decline of ~~6.2% due to~~0.8% and a decrease from foreign currency translation of 3.4%. Sales through the ~~impact of divestitures. Both catalog and~~ digital channel increased in the low-single digits while sales through the catalog channel decreased in the low-single digits.

Organic sales in ~~the WPS segment realized low-single digit sales growth.~~

Europe ~~realized mid-single digit organic sales growth~~increased modestly for the three months ended October 31, ~~2018,~~2019, compared to the same period in the prior year. ~~This~~Organic sales growth in France and Belgium was ~~driven primarily~~largely offset by ~~the U.K.,~~a decline in sales in Germany ~~and France~~ due to ~~improvements~~reduced demand in ~~website functionality, growth in new customers,~~industrial production and ~~key account management. WPS~~exports. Sales throughout the rest of Europe ~~experienced over 10% growth in~~remained essentially flat. Sales through the digital channel increased in the mid-single digits while sales ~~and low-single digit growth in traditional~~through the catalog channel ~~sales.~~decreased in the low-single digits.

Organic sales in the Americas declined in the ~~mid-single~~low-single digits for the three months ended October 31, ~~2018,~~2019, compared to the same period in the prior year. This decrease was ~~primarily~~driven by a low-single digit decline in catalog sales and a slight decline in sales through the ~~U.S. due to lower response rates to catalog promotions. Catalog channel sales declined in the low-single digits. Additionally, we continue~~digital channel. This business continued to experience ~~the~~a negative impact ~~of transitioning~~on sales from a digital platform that was implemented in fiscal 2018 and transitioned to a new digital ~~sales~~ platform in fiscal 2019 to address this decline. The functionality of the new digital platform has improved compared to the former digital platform; however, sales have not yet returned to the level experienced prior to the initial platform change in fiscal ~~period resulting in a decline in digital channel sales.~~2018.

Organic sales in Australia ~~grew more than 10%~~declined in the low-single digits in both the digital and traditional catalog channel for the three months ended October 31, ~~2018,~~2019, as compared to the same period of the prior year. The ~~Australian business is expanding its customer base~~decrease in sales was due to reduced demand in our primary end markets, which include non-residential construction and has diversified its product offering into many different industries and target markets. WPS Australia continues to focus on enhancing its expertise in these industries to drive sales growth, while addressing its cost structure to improve profitability.industrial manufacturing.

Segment profit decreased to ~~$5.5~~$5.2 million for the three months ended October 31, ~~2018,~~2019, compared to ~~$6.4~~$5.5 million in the same period of the prior year. As a percentage of net sales, segment profit decreased to ~~7.4%~~7.2% for the three months ended October 31, ~~2018,~~2019, compared to ~~8.0%~~7.4% in the same period of the prior year. The decrease in segment profit was due to ~~a combination of the divestiture of a business in the prior period, foreign currency translation, and~~ the decrease in sales volumes in the North American ~~business.~~and Australian businesses and foreign currency translation, partially offset by efficiency gains throughout SG&A.

Financial Condition

Cash and cash equivalents were ~~$192.2~~$295.1 million at October 31, ~~2018,~~2019, an increase of ~~$10.7~~$16.0 million from July 31, ~~2018.~~2019. The significant changes were as follows:


	Three months ended October 31,						Three months ended October 31,
(Dollars in thousands)	2018			2017			2019			2018
Net cash flow provided by (used in):
Operating activities	$	18,818		$	34,719		$	38,848		$	18,818
Investing activities	(5,672		)	(2,828		)	(7,197		)	(5,672		)
Financing activities	664			(21,663		)	(15,326		)	664
Effect of exchange rate changes on cash	(3,061		)	(1,935		)	(304		)	(3,061		)
Net increase in cash and cash equivalents	$	10,749		$	8,293		$	16,021		$	10,749

Net cash provided by operating activities was ~~$18.8~~$38.8 million for the three months ended October 31, ~~2018,~~2019, compared to ~~$34.7~~$18.8 million in the same period of the prior year. The increase was primarily due to a change ~~was driven by~~in the timing of annual incentive compensation payments compared to the prior year, as well as an increase in net ~~earnings~~income adjusted for non-cash ~~items which was offset by the timing of incentive compensation payments and an increase in cash used by working capital in support of growth when compared to the same period in the prior year.~~items.

Net cash used in investing activities was ~~$5.7~~$7.2 million for the three months ended October 31, ~~2018,~~2019, compared to ~~$2.8~~$5.7 million used in the same period of the prior year. The increase in cash used in investing activities was primarily driven by an increase in capital expenditures for the purchase of manufacturing equipment and facility upgrades in Europe, Mexico, and the United ~~States and Europe.~~States.

Net cash ~~provided by~~used in financing activities was ~~$0.7~~$15.3 million during the three months ended October 31, ~~2018,~~2019, compared to ~~$21.7~~$0.7 million ~~used~~provided in the same period of the prior year. The change was primarily due to a decrease in cash proceeds from the exercise of ~~$15.5 million in net credit~~

~~facility repayments~~stock options and an increase ~~of $8.9 million~~ in ~~proceeds~~cash payments for employee taxes withheld from ~~stock option exercises when compared to the same period~~stock-based awards in the ~~prior year.~~current three-month period.

The effect of fluctuations in exchange rates decreased cash balances by ~~$3.1~~$0.3 million primarily due to cash ~~balances~~ held in currencies that depreciated against the U.S. dollar during three months ended October 31, ~~2018.~~2019.

On May 13, 2010, the Company completed a private placement of €75.0 million aggregate principal amount of senior unsecured notes to accredited institutional investors. The €75.0 million of senior notes consisted of €30.0 million aggregate principal amount of 3.71% Series 2010-A Senior Notes, which were repaid during fiscal 2017, and €45.0 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 have been fully and unconditionally guaranteed on an unsecured basis by the Company’s domestic subsidiaries.

On ~~September 25, 2015,~~August 1, 2019, the Company and certain of its subsidiaries entered into an unsecured ~~$300~~$200 million multi-currency revolving loan agreement with a group of ~~six banks.~~five banks that replaced and terminated the Company’s previous loan agreement that had been entered into on September 25, 2015. Under the new revolving loan agreement, 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 the Bank of Montreal plus a margin based on the Company’s consolidated net leverage ratio), or the Eurocurrency interest rate (at the LIBOR rate plus a margin based on the Company’s consolidated net leverage ratio) plus 1%. At the Company's option, and subject to certain conditions, the available amount under the revolving loan agreement may be increased from ~~$300~~$200 million to ~~$450~~$400 million. As of October 31, ~~2018, the~~2019, there were no borrowings outstanding ~~balance~~ on the credit facility, and there was ~~$3.4 million, and the maximum~~no outstanding ~~balance~~balances during the three months ended October 31, ~~2018 was $5.7 million.~~2019. The Company ~~also~~ had letters of credit outstanding under the loan agreement of ~~$3.0~~$3.6 million as of October 31, ~~2018~~2019 and there was ~~$293.6~~$196.4 million available for future borrowing, which can be increased to ~~$443.6~~$396.4 million at the Company's option, subject to certain conditions. The revolving loan agreement has a final maturity date of ~~September 25, 2020.~~August 1, 2024. As such, the borrowing is included in "Long-term obligations, less current maturities" on the ~~Condensed Consolidated Balance Sheets.~~condensed consolidated balance sheets.

The Company’s debt agreements require it to maintain certain financial covenants, including a ratio of debt to the trailing 12 months EBITDA, as defined in the debt agreements, of not more than a ~~3.25~~3.5 to 1.0 ratio (leverage ratio) and the trailing 12 months EBITDA to interest expense of not less than a 3.0 to 1.0 ratio (interest expense coverage). As of October 31, ~~2018,~~2019, the Company was in compliance with these financial covenants, with the ratio of debt to EBITDA, as defined by the agreements, equal to ~~0.3~~0.0 to 1.0 and the interest expense coverage ratio equal to ~~63.5~~72.1 to 1.0.

The Company's cash balances are generated and held in numerous locations throughout the world. At October 31, ~~2018,~~2019, approximately ~~58%~~44% 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 and its borrowing capacity are sufficient to fund its anticipated requirements for working capital, capital expenditures, common stock repurchases, scheduled debt repayments, and dividend payments for the next 12 months.

Off-Balance Sheet Arrangements

The Company does not have material off-balance sheet arrangements. 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.

Forward-Looking Statements

In this quarterly report on Form 10-Q, 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,~~income, 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:

Brady's ability to compete effectively or to successfully execute ~~our~~its strategy

Brady's ability to develop technologically advanced products that meet customer demands

Difficulties in protecting ~~our sites,~~websites, networks, and systems against security breaches

Decreased demand for the Company's products

~~Brady's ability to retain large customers~~Raw material and other cost increases

Extensive regulations by U.S. and non-U.S. governmental and self regulatory entities

Risks associated with the loss of key employees

Divestitures, contingent liabilities from divestitures and the failure to identify, integrate, and grow acquired companies

Litigation, including product liability claims

~~Brady's ability to execute facility consolidations and maintain acceptable operational service metrics~~

Foreign currency fluctuations

~~The impact of the U.S. Tax Reform Act and any other changes~~Changes in tax legislation and tax rates

Potential write-offs of Brady's substantial intangible assets

~~Differing interests of voting and non-voting shareholders~~

~~Brady's ability to meet certain financial covenants required by our debt agreements~~

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 Brady's Form 10-K for the year ended July 31, ~~2018.~~2019.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to the Company’s annual report on Form 10-K for the year ended July 31, ~~2018.~~2019. There has been no material change in this information since July 31, ~~2018.~~2019.

ITEM 4. CONTROLS AND PROCEDURES

Brady Corporation maintains a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports the Company files under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and its Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, the Company’s President & Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

There were no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company's most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

The Company has a share repurchase program for 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. On February 16, 2016, the Company's Board of Directors authorized a share repurchase program of 2,000,000 shares. The Company repurchased 47,317 shares at an average price of $39.37 per share during the three months ended October 31, 2018. As of October 31, 2018, there were 1,911,989 shares authorized to purchase in connection with this share repurchase program.

~~The following table provides information with respect to the purchase of Class A Nonvoting Common Stock during the three months ended October 31, 2018:~~

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 Plans
August 1, 2018 - August 31, 2018 —
$ —
—
1,959,306
September 1, 2018 - September 30, 2018 —
—
—
1,959,306
October 1, 2018 - October 31, 2018 47,317
39.37
47,317
1,911,989
Total 47,317
$ 39.37
47,317
1,911,989

ITEM 6. EXHIBITS


~~(a)~~	~~Exhibits~~



Exhibit No.		Exhibit Description

31.1		Rule 13a-14(a)/15d-14(a) Certification of J. Michael Nauman

31.2		Rule 13a-14(a)/15d-14(a) Certification of Aaron J. Pearce

32.1		Section 1350 Certification of J. Michael Nauman

32.2		Section 1350 Certification of Aaron J. Pearce

~~101~~101.INS	~~Interactive Data File~~	XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.)

101.SCH		XBRL Taxonomy Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Presentation Label Linkbase Document

104		Cover Page Inline XBRL data (contained in Exhibit 101)

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 thereunto duly authorized.

SIGNATURES



						BRADY CORPORATION

Date: November ~~15, 2018~~21, 2019						/s/ J. MICHAEL NAUMAN
						J. Michael Nauman
						President and Chief Executive Officer
						(Principal Executive Officer)


Date: November ~~15, 2018~~21, 2019						/s/ AARON J. PEARCE
						Aaron J. Pearce
						Chief Financial Officer and Treasurer
						(Principal Financial Officer)

2726




	Page
PART I. Financial Information	3
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of ~~Earnings~~Income	4
Condensed Consolidated Statements of Comprehensive Income	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition	2019
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II. Other Information	25
Item ~~4. Controls and Procedures~~6. Exhibits	25
~~PART II. Other Information~~Signatures	26
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	26
~~Item 6. Exhibits~~	26
~~Signatures~~	27



	IDS			WPS			Total
Balance as of July 31, 2018	$	385,524		$	34,291		$	419,815
Translation adjustments	(3,569		)	(1,117		)	(4,686		)
Balance as of October 31, 2018	$	381,955		$	33,174		$	415,129



	Unrealized gain on cash flow hedges			Unamortized gain on post-retirement plans			Foreign currency translation adjustments			Accumulated other comprehensive loss
Beginning balance, July 31, 2018	$	863		$	3,302		$	(60,566	)	$	(56,401	)
Other comprehensive loss before reclassification	(491		)	—			(9,149		)	(9,640		)
Amounts reclassified from accumulated other comprehensive loss	(35		)	(155		)	—			(190		)
Ending balance, October 31, 2018	$	337		$	3,147		$	(69,715	)	$	(66,231	)



Service-Based Options	Shares	Weighted Average Exercise Price			Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at July 31, 2018	2,504,633	$	28.23	��
New grants	276,238	43.96
Exercised	(551,919)	26.88
Forfeited or expired	(5,407)	36.24
Outstanding at October 31, 2018	2,223,545	$	30.50		6.5	$	23,842
Exercisable at October 31, 2018	1,621,317	$	27.06		5.6	$	22,340



Service-Based RSUs	Shares		Weighted Average Grant Date Fair Value
Outstanding at July 31, 2018	342,856		$	29.05
New grants	76,356		44.04
Vested	(111,194	)	28.15
Forfeited	(7,339	)	29.97
Outstanding at October 31, 2018	300,679		$	33.16



	Inputs Considered As
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Fair Values		Balance Sheet Classifications
October 31, 2018
Trading securities	$	14,060	$	—	$	14,060	Other assets
Foreign exchange contracts	—		891		891		Prepaid expenses and other current assets
Total Assets	$	14,060	$	891	$	14,951
Foreign exchange contracts	$	—	$	505	$	505	Other current liabilities
Total Liabilities	$	—	$	505	$	505
July 31, 2018
Trading securities	$	14,383	$	—	$	14,383	Other assets
Foreign exchange contracts	—		1,077		1,077		Prepaid expenses and other current assets
Total Assets	$	14,383	$	1,077	$	15,460
Foreign exchange contracts	$	—	$	3	$	3	Other current liabilities
Total Liabilities	$	—	$	3	$	3



	Asset Derivatives						Liability Derivatives
	October 31, 2018			July 31, 2018			October 31, 2018			July 31, 2018
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Cash flow hedges
Foreign exchange contracts	Prepaid expenses and other current assets	$	871	Prepaid expenses and other current assets	$	1,076	Other current liabilities	$	452	Other current liabilities	$	—
Net investment hedges
Foreign currency denominated debt	Prepaid expenses and other current assets	—		Prepaid expenses and other current assets	—		Long term obligations, less current maturities	51,048		Long term obligations, less current maturities	52,668
Total derivatives designated as hedging instruments		$	871		$	1,076		$	51,500		$	52,668
Derivatives not designated as hedging instruments
Foreign exchange contracts	Prepaid expenses and other current assets	$	20	Prepaid expenses and other current assets	$	1	Other current liabilities	$	52	Other current liabilities	$	3
Total derivatives not designated as hedging instruments		$	20		$	1		$	52		$	3



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 Plans
August 1, 2018 - August 31, 2018	—	$	—	—	1,959,306
September 1, 2018 - September 30, 2018	—	—		—	1,959,306
October 1, 2018 - October 31, 2018	47,317	39.37		47,317	1,911,989
Total	47,317	$	39.37	47,317	1,911,989