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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 11 — K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-14959 Brady Corporation
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
EMED CO., INC. 401(k) PLAN
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
BRADY CORPORATION
6555 WEST GOOD HOPE ROAD
PO BOX 571
MILWAUKEE WI 53202-0571
 
 

 


Table of Contents

EMED Co., Inc. 401(k) Plan
Financial Statements as of and for the Years Ended December 31, 2006 and 2005, Supplemental Schedules as of December 31, 2006, and Report of Independent Registered Public Accounting Firm

 


 

EMED CO., INC. 401(k) PLAN
TABLE OF CONTENTS
         
    Page
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
    2  
 
       
    3  
 
       
    4–7  
 
       
    8  
 
       
    9  
 
       
    10  
 
       
Consent of Deloitte Touche LLP
       
 Consent of Deloitte & Touche LLP
NOTE:   All other schedules required by Section 2520.103–10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of the
EMED Co., Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of EMED Co., Inc. 401(k) Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2006 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 2006 financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, WI
June 22, 2007

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EMED CO., INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
                 
    2006     2005  
ASSETS:
               
Investments:
               
Cash
  $ 29     $  
Mutual funds
    4,582,833       4,005,798  
Common collective trust fund
    17,986       24,758  
Brady Corporation common stock
          614  
Participant loans
    96,282       110,489  
 
           
 
               
Total investments — at fair value
    4,697,130       4,141,659  
 
               
Receivables:
               
Employer contributions
    222,566       236,508  
Interest income
    9,574        
 
           
Total receivables
    232,140       236,508  
 
           
 
               
Total assets
    4,929,270       4,378,167  
 
               
LIABILITIES — Excess contributions payable
    2,482        
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
    4,926,788       4,378,167  
 
               
Adjustments from fair value to contract value for fully benefit-responsive investment contracts
    114       (40 )
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 4,926,902     $ 4,378,127  
 
           
See notes to financial statements.

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EMED CO., INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                 
    2006     2005  
ADDITIONS:
               
Contributions:
               
Participant
  $ 321,573     $ 371,237  
Employer
    222,566       236,508  
Rollover
    1,641       5,780  
 
           
 
               
Total contributions
    545,780       613,525  
 
           
 
               
Investment income:
               
Net appreciation in fair value of investments
    350,184       58,497  
Interest and dividends
    191,398       176,165  
 
           
 
               
Net investment income
    541,582       234,662  
 
           
 
               
Total additions
    1,087,362       848,187  
 
           
 
               
DEDUCTIONS:
               
Benefits paid to participants
    515,501       252,328  
Administrative expenses
    23,086       16,678  
 
           
 
               
Total deductions
    538,587       269,006  
 
           
 
               
INCREASE IN NET ASSETS
    548,775       579,181  
 
               
NET ASSETS AVAILABLE FOR BENEFITS:
               
Beginning of year
    4,378,127       3,798,946  
 
           
 
               
End of year
  $ 4,926,902     $ 4,378,127  
 
           
See notes to financial statements.

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EMED CO., INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
1.   DESCRIPTION OF THE PLAN
 
    The following description of the EMED Co., Inc. 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
 
    General The Plan is a defined contribution plan covering all full-time employees of EMED Co., Inc. (the “Company”) who have three months of service and are age twenty-one or older. The Company controls and manages the operation and administration of the Plan. On July 8, 2005, the Company replaced Expert Plan, the former recordkeeper, and Matrix Capital Bank Trust, the former custodian, with PNC Bank, N.A. (“PNC”), who currently serves as the recordkeeper and trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
    Contributions Each year, participants may contribute up to 100% of their pretax annual compensation, as defined in the Plan, subject to certain Internal Revenue Code (“IRC”) limitations. Additional amounts may be contributed by the Company at the discretion of the Company’s board of directors. Discretionary contributions of $222,566 and $236,508 were made for the years ended December 31, 2006 and 2005, respectively. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
 
    Participant Accounts Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution and allocations of Company discretionary contributions, participant forfeitures and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
    Investments Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a variety of investment options including twelve equity funds, one common collective trust fund, one bond fund, two money market funds, and Brady Corporation Class A Nonvoting Common Stock. Effective July 8, 2005, participants were first offered the option to invest in Brady Corporation Class A Nonvoting Common Stock.
 
    Vesting Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is vested based on the following vesting schedule: 10% at 1 year, 20% at 2 years, 40% at 3 years, 60% at 4 years, 80% at 5 years, and 100% at 6 years of service. The participants’ share of the Company’s contribution becomes fully vested, in any event, upon normal retirement at age 65, early retirement at age 57 with 7 years of service completed, termination due to permanent or total disability or death, or termination of the Plan.
 
    Participant Loans Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates at the time funds are borrowed as determined quarterly by the Plan administrator. Interest rates range from 6% to 8% for outstanding loans as of December 31, 2006.
 
    Payment of Benefits On termination of service, a participant may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account.
 
    Forfeited Accounts At December 31, 2006 and 2005, forfeited nonvested accounts totaled $15,311 and $30,520, respectively. These amounts were used to reduce employer contribution receivables as of December 31, 2006 and 2005.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

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    Adoption of New Accounting Guidance — The financial statements reflect the retroactive adoption of Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). As required by the FSP, the statements of net assets available for benefits present investment contracts at fair value, as well as an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value. The statements of changes in net assets available for benefits are presented on a contract value basis and were not affected by the adoption of the FSP. The adoption of the FSP did not impact the amount of net assets available for benefits at December 31, 2006 and 2005.
 
    Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.
 
    Risks and Uncertainties The Plan utilizes various investment instruments such as mutual funds, common stock and a common collective trust fund. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
    Investment Valuation and Income Recognition The Plan’s investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Common Stock is valued at quoted market prices. The common collective trust fund with underlying investments in investment contracts is valued at fair market value of the underlying investments and then adjusted by the issuer to contract value. Participant loans are valued at the outstanding loan balances.
 
    One of the investment options available in the Plan is the PNC Investment Contract Fund. The PNC Investment Contract Fund is a common collective trust that invests in fully benefit responsive guaranteed investment contracts (“GICs”) and synthetic guaranteed investment contracts (“SGICs”). Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.
 
    Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
    Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation in the fair value for such investments.
 
    Administrative Expenses Administrative expenses of the Plan are paid by the Plan as provided in the Plan Document.
 
    Payment of Benefits Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid as of December 31, 2006 and 2005.
 
    Excess Contributions Payable — The Plan is required to return contributions received during the Plan year in excess of the IRC limits. There were excess contributions for the year ended December 31, 2006, in the amount of $2,482.
 
3.   INVESTMENTS
 
    The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2006 and 2005, are as follows:
                 
    2006   2005
LSV Value Equity Fund
  $ 967,173     $  
Fidelity Advisors Equity Growth Fund
    953,792       928,214  
Fidelity Advisors Intermediate Bond Fund
    718,957       695,113  
Fidelity Diversified International Fund
    607,886       475,008  
Blackrock Small Cap Growth Equity Portfolio*
    486,429       405,184  
American Century Small Cap Value Fund
    369,426       320,324  
 
*   Party-in-interest.

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    During the year ended December 31, 2006 and 2005, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
                 
    2006     2005  
Equity fund
  $ 351,358     $ 68,948  
Bond fund
    (1,452 )     (12,575 )
Money market fund
          1,665  
Common collective trust fund
    264       384  
Brady Corporation common stock
    14       75  
 
           
 
               
Net appreciation in fair value of investments
  $ 350,184     $ 58,497  
 
           
4.   PLAN TERMINATION
 
    Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
 
5.   FEDERAL INCOME TAX STATUS
 
    The Plan uses a prototype plan document sponsored by PNC. PNC received an opinion letter from the Internal Revenue Service (“IRS”), dated November 19, 2001, which states that the prototype document satisfies the applicable provisions of the IRC. The Plan itself has not received a determination letter from the IRS. However, the Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plan’s financial statements.
 
6.   EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
    The Plan invests in Company common stock. Certain plan investments represent shares of mutual funds and common collective trust funds managed by the trustee. These transactions are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under ERISA regulations. At December 31, 2005, the Plan held 17 shares of common stock of Brady Corporation, the parent of the sponsoring employer, with a cost basis of $540. The Plan held no shares of Brady Corporation stock at December 31, 2006. During the years ended December 31, 2006 and 2005, the Plan recorded dividend income of $2 in each of the respective years.
 
7.   RECONCILIATION TO FORM 5500
 
    For 2006, net assets available for benefits in the accompanying financial statements are reported at contract value, however, they are recorded at fair value in the Plan’s Form 5500. The following table reconciles net assets available for benefits per the financial statements to the Plan’s Form 5500 to be filed by the Company:
                 
          2006  
Net assets available for benefits per financial statements
          $ 4,926,902  
Adjustments:
               
Contract value to fair value for fully benefit-responsive investment contracts
            (114 )
 
           
Amounts reported per Form 5500
          $ 4,926,788  
 
           
    The following table reconciles the increase in net assets available for benefits per the financial statements to the Form 5500 to be filed by the Company for 2006:
         
    2006  
Amounts reported per financial statements
  $ 548,775  
Adjustments:
       
Changes in adjustment from contract value to fair value for fully benefit-responsive investment contracts
  $ (114 )
 
     
Amounts reported per Form 5500
  $ 548,661  
 
     

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8.   SUBSEQUENT EVENTS
 
    Effective April 1, 2007, the Plan was amended to allow participants to irrevocably designate all or any part of their elective deferrals to the Plan as Roth 401(k) deferrals, provided the eligibility requirements have been met. The Roth 401(k) deferrals are contributed to the Plan after-tax and treated as includible in the computation of the participant’s personal income. As the amounts are contributed after-tax, the deferrals and, in most cases, earnings on the deferrals will not be subject to Federal income taxes when distributed to the participants, as long as the distributions are considered to be qualified. The combined total of pre-tax deferrals and Roth 401(k) deferrals may not exceed the maximum dollar limitation allowable under the law.
 
    As reported in the supplemental schedule, Form 5500, Schedule H, Part IV, Question 4a, the Company remitted participant contributions totaling $71,579 to the trustee later than required by Department of Labor (“D.O.L.”) Regulation 2510.3-102. The Company will file Form 5330 with the Internal Revenue Service and will pay the required excise tax on the transactions. In addition, participant accounts were credited with the amount of investment income that would have been earned had the participant contributions been remitted on a timely basis.
* * * * * *

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SUPPLEMENTAL SCHEDULES
FURNISHED PURSUANT TO THE
DEPARTMENT OF LABOR’S RULES AND REGULATIONS

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EMED CO., INC. 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i—
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
         
    Fair  
Description   Value  
EQUITY FUNDS:
       
LSV Value Equity Fund
  $ 967,173  
Fidelity Advisors Equity Growth Fund
    953,792  
Fidelity Diversified International Fund
    607,886  
Blackrock Small Cap Growth Equity Portfolio*
    486,429  
American Century Small Cap Value Fund
    369,426  
MFS Emerging Markets Equity Fund
    143,506  
Vanguard Institutional Index Fund
    124,898  
T Rowe Price Retirement 2040
    40,122  
T Rowe Price Retirement 2030
    21,901  
PIMCO Commodity Real Return
    18,254  
T Rowe Price Retirement 2010
    9,304  
T Rowe Price Retirement 2020
    6,989  
 
     
 
       
 
    3,749,680  
 
     
 
       
COMMON COLLECTIVE TRUST FUND —
       
PNC Investment Contract Fund*
    17,986  
 
     
 
       
BOND FUND —
       
Fidelity Advisors Intermediate Bond Fund
    718,957  
 
     
 
       
MONEY MARKET FUNDS:
       
Blackrock Money Market Portfolio*
    113,979  
Brady Stock Liquidity Fund*
    217  
 
     
 
 
    114,196  
 
     
 
       
CASH
    29  
 
     
 
       
PARTICIPANT LOANS — (maturing through 2035, at interest rates of 6% to 8%)*
    96,282  
 
     
 
       
TOTAL ASSETS (HELD AT END OF YEAR)
  $ 4,697,130  
 
     
 
*   Party-in-interest.

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EMED CO., INC. 401(k) PLAN
FORM 5500, SCHEDULE H, PART IV, QUESTION 4a—
DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
                 
    Relationship to Plan,        
Identity of Party   Employer, or Other   Description of    
Involved   Party-in-Interest   Transactions   Amount
EMED Co., Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period described by D.O.L. Regulation 2510.3-102. The September 22, 2006 participant contribution was deposited on October 6, 2006.   $ 23,866  
 
               
EMED Co., Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period described by D.O.L. Regulation 2510.3-102. The September 29, 2006 participant contribution was deposited on October 6, 2006.   $ 6,758  
 
               
EMED Co., Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period described by D.O.L. Regulation 2510.3-102. The October 13, 2006 participant contribution was deposited on October 20, 2006.   $ 11,907  
 
               
EMED Co., Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period described by D.O.L. Regulation 2510.3-102. The October 27, 2006 participant contribution was deposited on November 7, 2006.   $ 13,460  
 
               
EMED Co., Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period described by D.O.L. Regulation 2510.3-102. The November 24, 2006 participant contribution was deposited on December 14, 2006.   $ 13,851  
 
               
EMED Co., Inc.
  Employer/Plan Sponsor   Participant contributions for employees were not funded within the time period described by D.O.L. Regulation 2510.3-102. The November 10, 2006 participant contribution was deposited on June 18, 2007.   $ 1,737  
 
       
 
                 
 
      Total   $ 71,579  
 
                 

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EXHIBIT INDEX
     
Exhibit No.   Description
23
  Consent of Deloitte & Touche LLP

 


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SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  EMED CO., INC. 401(k) PLAN
 
 
Date: June 29, 2007  /s/ GARY VOSE    
  Gary Vose   
  Plan Administrative Committee Member