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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, 2005
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
 
 

 


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EMED Co., Inc. 401(k) Plan
Financial Statements as of December 31, 2005 and 2004, and for the Year Ended December 31, 2005, Supplemental Schedule as of December 31, 2005, 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
 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.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrators 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, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. 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 audit 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 referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005, 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 schedule of assets (held at end of year) as of December 31, 2005, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2005 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
(DELOITTE & TOUCHE LLP)
Milwaukee, Wisconsin
October 10, 2006

 


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EMED CO., INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005 AND 2004
                 
    2005     2004  
ASSETS:
               
Investments:
               
Mutual funds
  $ 4,005,798     $ 3,445,224  
Common collective trust fund
    24,718          
Brady Corporation common stock
    614          
Participant loans
    110,489       107,022  
 
           
 
               
Total investments
    4,141,619       3,552,246  
 
               
Employer contributions receivable
    236,508       246,700  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 4,378,127     $ 3,798,946  
 
           
See notes to financial statements.

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EMED CO., INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2005
         
ADDITIONS:
       
Contributions:
       
Participant
  $ 371,237  
Employer
    236,508  
Rollover
    5,780  
 
     
 
       
Total contributions
    613,525  
 
     
 
       
Investment income:
       
Net appreciation in fair value of investments
    58,497  
Interest and dividends
    176,165  
 
     
 
       
Net investment income
    234,662  
 
     
 
       
Total additions
    848,187  
 
     
 
       
DEDUCTIONS:
       
Benefits paid to participants
    252,328  
Administrative expenses
    16,678  
 
     
 
       
Total deductions
    269,006  
 
     
 
       
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    579,181  
 
       
NET ASSETS AVAILABLE FOR BENEFITS:
       
Beginning of year
    3,798,946  
 
     
 
       
End of year
  $ 4,378,127  
 
     
See notes to financial statements.

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EMED CO., INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004, AND FOR THE YEAR ENDED DECEMBER 31, 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.
 
    GeneralThe 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. As of December 31, 2005, PNC Bank, N.A. serves as the recordkeeper and custodian of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
 
    ContributionsEach 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 at the discretion of the Company’s board of directors. Discretionary contributions of $236,508 were made for the year ended December 31, 2005. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
 
    Participant AccountsIndividual 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.
 
    InvestmentsParticipants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a variety of investment options including equity funds, a common collective trust fund, one bond fund, a money market fund, and Brady Corporation common stock. Effective July 8, 2005, participants were first offered the option to invest in Brady Corporation Class A non-voting common stock.
 
    VestingParticipants 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.
 
    Participant LoansParticipants 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, 2005. Principal and interest is paid ratably through payroll deductions.

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    Payment of BenefitsOn 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 AccountsAt December 31, 2005 and 2004, forfeited nonvested accounts totaled $30,520 and $9,282, respectively. Amounts forfeited are allocated amongst eligible participants on a pro rata basis determined by the participants’ accounts.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of AccountingThe accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
    Use of EstimatesThe 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 UncertaintiesThe Plan utilizes investment instruments such as mutual funds. 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 RecognitionThe 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. Participant loans are valued at the outstanding loan balances.
 
    The Plan invests in the PNC EMED Stable Asset Fund. The PNC EMED Stable Asset Fund is made up of the PNC Investment Contract Fund and Blackrock Money Market 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”). The GICs and SGICs are recorded at contract value, which approximates fair value. The average yields were approximately 4.08% and 3.44% as of December 31, 2005 and 2004, respectively.
 
    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 ExpensesAdministrative expenses of the Plan are paid by the Plan as provided in the Plan Document.
 
    Payment of BenefitsBenefit 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, 2005 and 2004.

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3.   INVESTMENTS
 
    The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2005 and 2004, are as follows:
                 
    2005     2004  
Fidelity Advisors Equity Growth Fund
  $ 928,214     $  
American Funds Washington Investors Fund
    855,059          
Fidelity Advisors Intermediate Bond Fund
    695,113          
Fidelity Diversified International Fund
    475,008          
BlackRock Small Cap Growth Equity Portfolio*
    405,184          
American Century Small Cap Value Fund
    320,324          
Dodge and Cox Stock Fund
            757,691  
Harbor Capital Appreciation Fund
            649,234  
Scudder US Bond Index Fund
            581,807  
Scudder EAFE Equity Index Fund
            377,052  
Vanguard Capital Opportunity Fund
            226,260  
Vanguard Small-Cap Value Fund
            215,392  
Vanguard Strategic Equity Fund
            200,736  
 
*   Party-in-interest.
    During the year ended December 31, 2005, the Plan’s mutual fund investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
         
Equity funds
  $ 68,948  
Bond fund
    (12,575 )
Money market fund
    1,665  
Common collective trust fund
    384  
Brady Corporation common stock
    74  
 
     
 
       
 
  $ 58,496  
 
     
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 Expert Plan, Inc. (“Expert Plan”). Expert Plan received an opinion letter from the Internal Revenue Service (“IRS”), dated November 11, 2001, which states that the prototype document satisfies the applicable provisions of the Internal Revenue Code (“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.

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6.   RELATED PARTY TRANSACTIONS
 
    The Plan invests in Company common stock. Certain plan investments represent shares of mutual funds and common collective trust funds managed by the custodian. These transactions are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under ERISA regulations. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
*  *  *  *  *  *

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SUPPLEMENTAL SCHEDULE
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, 2005
                 
Par Value,         Fair  
Units or Shares     Description   Value  
       
EQUITY FUNDS:
       
  2,357    
MFS Emerging Markets Equity Fund
  $ 71,784  
  19,346    
Fidelity Advisors Equity Growth Fund
    928,214  
  14,598    
Fidelity Diversified International Fund
    475,008  
  659    
PIMCO Commodity Real Return
    9,788  
  24,176    
Blackrock Small Cap Growth Equity Portfolio*
    405,184  
  33,228    
American Century Small Cap Value Fund
    320,324  
  27,735    
American Funds Washington Investors Fund
    855,059  
  695    
T Rowe Price Retirement 2010
    10,108  
  186    
T Rowe Price Retirement 2030
    3,064  
  57    
T Rowe Price Retirement 2040
    946  
  918    
Vanguard Institutional Index Fund
    104,672  
       
 
     
       
 
       
       
 
    3,184,151  
       
 
     
       
 
       
       
COMMON COLLECTIVE TRUST FUND—
       
  8,874    
PNC Investment Contract Fund*
    24,718  
       
 
       
       
BOND FUND—
       
  64,184    
Fidelity Advisors Intermediate Bond Fund
    695,113  
       
 
       
       
MONEY MARKET FUNDS:
       
  122,115    
Blackrock Money Market Portfolio*
    126,494  
  40    
Brady Stock Liquidity Fund*
    40  
       
 
     
       
 
       
       
 
    126,534  
       
 
     
       
 
       
       
COMMON STOCK—
       
  17    
Brady Corporation Class A Non-voting*
    614  
       
 
       
       
PARTICIPANT LOANS—At various rates;
       
       
due through 2020*
    110,489  
       
 
     
       
 
       
TOTAL ASSETS (HELD AT END OF YEAR)   $ 4,141,619  
       
 
     
 
*   Party-in-interest.

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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: October 16, 2006       
  Gary Vose   
  Plan Administrative Committee Member