Brady (BRC) Q3 2026 Earnings Call Transcript

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DATE

Monday, May 18, 2026 at 10:30 a.m. ET

CALL PARTICIPANTS

• President and Chief Executive Officer — Russell R. Shaller
• Chief Financial Officer — Ann E. Thornton
• Operator

TAKEAWAYS

• Adjusted EPS -- $1.50, up 23%, marking a new quarterly record.
• Organic Sales Growth -- 8.2%; Americas and Asia grew by 10.1%, and Europe and Australia by 4.5%.
• Total Sales Growth -- 13.8%, with 2.1% from acquisitions, and 3.5% from currency translation.
• Gross Profit Margin -- 51.8%, up by 50 basis points; last year’s plant closures had reduced margin by 30 basis points, offsetting improvement this year.
• SG&A Expense -- $129 million, or 29.6% of sales; normalized for acquisitions and closures, down 120 basis points to 25.3% of sales.
• Printer Unit Sales -- Up nearly 8%, with notable growth driven by data center demand and new product introductions.
• Wire Identification (ID) -- Represents 20% of Americas/Asia sales, up 19% in those regions; 13% of Europe/Australia sales, up 13% in those regions.
• Operating Cash Flow -- $78.2 million this quarter, up 30.7%; year-to-date up nearly 35%.
• Free Cash Flow -- $67.2 million, a 20.8% increase.
• Net Income -- $57.8 million (GAAP), up 10.6%; adjusted net income $71.9 million, up 22.3%.
• Pretax Earnings (GAAP) -- $73.4 million, up 11.6%.
• Net Cash Position -- $149 million, more than tripled versus prior year, positioning company to finance the PSS transaction.
• Share Repurchase -- 63,000 shares bought for $5.2 million at $81.59 average price; fiscal year-to-date, 184,000 shares for $14.1 million at $76.76 average price.
• Dividend Milestone -- 40th consecutive annual increase announced at start of fiscal year.
• EPS Guidance Raised -- Adjusted to $5.20–$5.30; GAAP EPS to $4.66–$4.76; 13%-15.2% adjusted EPS growth expected.
• PSS Acquisition -- Expected to close August 1, add approximately $0.80 adjusted EPS accretion in year one, with no synergies included in that estimate.
• PSS Revenue Trend -- Sales declined just under 2% in calendar 2025, and grew nearly 5% in 2026.
• Financing Plan for PSS -- $500 million term loan A, $800 million private placement, estimated interest rate below 6%, net leverage to peak at 2.5x, targeted to fall under 2x within two years.
• R&D Expense -- $23.5 million (5.4% of sales), up from $19.2 million (5%) last year; a 23% increase.

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RISKS

• Management cited potential strengthening of the US dollar, inflationary pressures that were unable to be offset in a timely manner, or an overall slowdown in economic activity as possible risks to guidance.
• The company addressed the recent two board member resignations as resulting from the significant and unexpected time commitment required for the Honeywell PSS acquisition process, and stated that there was no dissent on the deal itself.

SUMMARY

Brady (NYSE:BRC) reported record adjusted EPS and robust organic sales growth, driven by strong performance in both Americas/Asia and Europe/Australia, with material contributions from data center and wire ID products. The company reached its 40th consecutive annual dividend hike. Notably, Brady announced the acquisition of Honeywell's PSS business, which management expects will double addressable markets, be immediately accretive to adjusted EPS, and shift the company’s strategic positioning in AIDC. Management raised full-year guidance and detailed a conservative financing approach, while acknowledging possible short-term risks tied to currency, inflation, and macroeconomic conditions.

• Russell R. Shaller said, "Launched in February, our I4.31 is a 4-inch portable printer, which is tailored for plant safety and manufacturing professionals. It is selling well above expectations."
• Ann E. Thornton said, "This fiscal year, we bought 184,000 shares for $14.1 million, which was an average price of $76.76 per share."
• Management stated that PSS sales trends included "PSS's sales declined slightly by just under 2% in the calendar year 2025 compared to calendar year 2024. In 2026, PSS's sales grew nearly 5%."
• Brady intends to maintain investments in R&D and sales force hiring while integrating PSS, with integration-related costs excluded from current EPS accretion forecasts.

INDUSTRY GLOSSARY

• PSS: Productivity Solutions and Services business acquired from Honeywell, including mobility, scanning, and enterprise workforce productivity technology.
• AIDC: Automatic Identification and Data Capture; technologies for identifying, tracking, and managing assets and data in supply chains and facilities.
• Wire ID: Product line involving identification and tracking solutions for wires, cables, and related infrastructure, often used in data centers and industrial environments.
• GS1: An international standard for barcode and RFID identification used in global supply chains.
• Digital Product Passport: EU regulatory initiative involving digital records of product composition and sustainability for traceability and compliance.

Full Conference Call Transcript

Russell R. Shaller. Russell?

Russell R. Shaller: Thanks, Ann, and thank you all for joining today. I am pleased to announce a fantastic quarter. We reported a new record high adjusted earnings per share of $1.5, an increase of 23% versus the third quarter of last year. Organic sales grew 8.2% and gross profit margin was nearly 52% while both regions reported significant growth in operating income and profitability. We are growing in our key product lines in both of our regions and we continue to see positive response to the new products we have introduced over the last several years. Launched in February, our I4.31 thousand is a 4-inch portable printer, which is tailored for plant safety and manufacturing professionals. it is selling well above expectations.

Our development team worked with a wide variety of users to create this product and customer feedback has been fantastic. We are seeing continued growth in wire and identification this quarter. Particularly in data centers, which is a key end market for this highly critical identification solution. Our top priorities are profitable sales growth and a constant focus on cash generation, and this quarter absolutely delivered both. In addition to 23% adjusted earnings per share growth, in the quarter, our cash generation was nearly $80 million. Operating cash flow is up 35% so far this fiscal year. Last month we announced that we entered into an agreement to acquire Honeywell's productivity solutions and services business.

This marked an exciting moment in Brady's history and we are looking forward to combining our highly engineered durable labels, printers, software with the data and devices powering the entire supply chain. This is an exciting moment in our company's history. Over the past several years, Brady has carefully evaluated the competitive landscape while identifying new growth opportunities that expand our addressable market. With this acquisition, the PSS more than doubles the markets Brady can serve. At the same time, we believe emerging marking and identification standards including GS1 and Europe's digital product passport initiatives along with new applications for RFID based product identification, support a long runway for future growth.

Additionally, our early work with AI augmented products points the way to exciting new use cases to improve our customer safety and efficiency. We see PSS as a unique opportunity to expand our-- into leading-edge mobility, and scanning solutions trusted by some of the world's largest transportation, warehousing, and logistics companies. By combining Brady's high performance printers, software, and specialty adhesive materials with PSS's full suite of mobility and scanning solutions, we will be able to offer a single source solution to a broader set of customers. The PSS business has an incredible product portfolio, a talented R&D team with deep technical expertise, and critical sales and support functions who know their business extremely well.

We are looking forward to closing the transaction and bringing our businesses together. We have a bright future ahead of us, and we know this is an opportunity to drive a significant amount of long term value for our shareholders. I will turn the call over to Ann to provide details on our financial results and then I will return to discuss our regional results and to share some additional thoughts regarding the PSS transaction. Ann?

Ann E. Thornton: Thanks, Russell. Our record adjusted earnings per share results this quarter were the result of strong organic sales growth, improved gross profit margin, efficiencies throughout SG&A, and growth in operating income throughout our global businesses. Organic sales grew 8.2%, which was driven by both of our regions. The Americas and Asia grew 10.1%, and Europe and Australia grew 4.5%. We also funded a significant increase in research and development, We reduced our SG&A expense as a percentage of sales, and we increased our net cash position to $149 million Our financial position allows us to continue to invest in our organic business, and it puts us in an incredibly strong position to finance the PSS transaction.

All while remaining committed to our dividend and to opportunistic share buybacks. Slide number 4 details our quarterly sales trends. Organic sales grew 8.2% this quarter, acquisitions added 2.1% and foreign currency translation increased sales by 3.5% for total sales growth of 13.8% in the quarter. Turning to Slide number 5, this details our quarterly gross margin trending. Our gross profit margin was 51.8% this quarter, compared to 51% in the second quarter of last year. Last year, we took actions to streamline our cost structure. And we closed manufacturing facilities in Beijing, China and in Buffalo, New York. These actions reduced gross profit margin by 30 basis points last year.

So we are seeing the gross profit margin benefit from cost reduction actions taken last year along with our sales growth led by our highly engineered products. All of which resulted in the 50 basis point improvement in our gross profit margin this quarter. Slide number 6 details our SG&A expense trending. SG&A was $129 million this quarter, compared to $109 million in the third quarter of last year. As a percent of sales, SG&A was 29.6% If you exclude an amortization expense, and acquisition related expenses from the current year, and exclude amortization expense and facility closure and other reorg reorganization costs incurred last year, then SG&A was 25.3% of sales, compared to 26.5% of sales last third quarter.

Which is a reduction of 120 basis points. We continue to invest in growth through targeted additions to our sales force. And we are realizing the benefits of our facility closure and other cost structure actions that we took last year. Turning to slide number 7, you will find the trending of our investments in research and development. We continue to increase our investment in new product development throughout our key product lines. And we are seeing these multiyear investments paying off in our organic sales growth. Printer unit sales are up nearly 8% this quarter compared to last year's third quarter. Which is exactly what we are looking for because the consumable revenue will follow.

R and D expense was 23.5 million or 5.4% sales this quarter, was an increase from $19.219200000 or 5% of sales in last year's third quarter. We funded a 23% increase in R and D in the quarter while improving our profitability and reporting record adjusted EPS. Slide number 8 details the trending of our pretax earnings. Pretax earnings on a GAAP basis increased 11.6%. From $65.7 million to $73.4 million in the quarter. If you exclude amortization and acquisition related expenses in the current period, and exclude amortization and the facility closure and other reorganization charges we incurred last year, pretax earnings increased 23.8%. From 74.4 million to 92.1 million.

Moving to slide number 9, this outlines trending of our net income and earnings per share. Net income increased 10.6% from $52.3 million to $57.8 million Adjusted net income increased 22.3% from 58.8 million to 71.9 million. GAAP diluted earnings per share was 1.21 compared to $1.09 last year. And our adjusted GAAP diluted earnings per share was $1.50 compared to $1.22 last year, which was 23% growth and a new quarterly record. Our investments in R&D and in our sales force are paying off, and we are growing in all of our major product lines and improving our profitability. Cash generation is detailed on Slide number 10.

Operating cash flow increased 30.7 percent $78.2 million in the quarter from $59.9 million in the third quarter of last year. And free cash flow increased 20.8% to $67.2 million this quarter compared to $55.6 million in last year's third quarter. Year to date, our operating cash flow was up nearly 35% versus last year. Which shows our consistent focus on cash based decision making and our high quality earnings. Earnings. Slide 11 details the impact that our cash generation has had on our balance sheet. As of April 30, we were in a net cash position of $149 million, which is more than triple our net cash position from a year ago.

We are in an excellent position to finance the acquisition of the PSS business, We plan to structure our financing with 500 million in term loan a bank debt, and 800 million of private placement debt. And our expectation is that our interest rate will be below 6%. Our net leverage ratio will be approximately 2.5x at the time of closing the transaction, and we expect to delever quickly to below 2x within 2 years of the close. Our financial strength and our ability to generate a high amount of cash allows us to service our debt and delever quickly. While always investing in our business through R&D and our sales force.

And we are focused on consistently increasing our dividends. At the beginning of this fiscal year, we announced our 40th consecutive annual dividend increase. Which is a milestone that we are very proud of. Our strong balance sheet also gives us the ability to buy back shares when the opportunity arises. And this quarter, we bought 63 thousand shares for $5.2 million. Which was an average price of $81.59 per share. This fiscal year, we bought 184 thousand shares for $14.1 million, which was an average price of $76.76 per share. Slide number 12 details our fiscal 26 guidance.

We are raising our full year adjusted EPS guidance range from $4.95 to $5.15 per share to $5.20 to $5.30 per share. And we are raising our GAAP EPS guidance range from $4.62 to $4.82 per share to $4.66 to $4.76 per share. Our adjusted EPS guidance range represents a range of growth of between 13% to 15.2% compared to 2025. We expect organic sales growth in the mid single digit percentages for the full year ending 07/31/2026. Other elements of our guidance include depreciation and amortization expense of approximately 44 million capital expenditures of approximately 45 million and a full year income tax rate of approximately 21%.

Our income tax rate generally tends to be slightly lower in the fourth quarter compared to our full year expectation based upon our historical profit mix and the expected timing of other discrete adjustments. Potential risks to our guidance among others include potential strengthening of the US dollar, inflationary pressures that were unable to offset in a timely enough manner, or an overall slowdown in economic activity. With that, I will turn it back over to Russell to cover our regional results and to share additional information about the PSS transaction announcement before Q&A. Russell?

Russell R. Shaller: Thanks, Ann. Slide 13 shows the financial results of our Americas and Asia region. Organic sales growth was excellent at 10.1% in the quarter, ending at a record high $290 million. Acquisitions added 3.1% and foreign currency translation increased sales 1.2% for total sales growth of 14.4%. We grew sales in all of our key product lines with another strong result in Wire ID. Data centers are making a meaningful impact in our growth in this product category this year. Wire ID represents 20% of our revenue in Americas and Asia, and sales were up 19% this quarter.

We are also seeing strong sales of our portable benchtop and automated printer units driving sales growth in Wire ID, as well as product ID and safety and facility ID globally, printer sales were up 7.8% in the third quarter. Breaking down the region further, organic sales in Americas grew 9.7% and organic sales in Asia grew 11.9%. We were pleased to see America's bounce back after a slower second quarter this year. Finished the quarter with momentum and we feel positive about a strong finish to the year. Our reported segment profit in the Americas and Asia region increased 20.2% to 68.7 million.

And segment profit as a percentage of sales increased from 22.5% to 23.7% in the third quarter. If you exclude the impact of amortization in both the current quarter and last year's Q3 as well as the facility closure and other reorganization activities from last year, segment profit increased 16.4% segment profit as a percentage of sales increased from 24.3% to 24.7%. Sales growth in our engineered products along with cost reduction activities from last year are driving our improvement in both profit and profitability. Slide 14 details the financial results of our Europe and Australia region.

We returned to growth in Europe and Australia with strong sales results in this quarter In light of the weak manufacturing environment in Europe in particular, makes our sales growth results even more impressive. I am happy with the team's ability to navigate the weak macro conditions as well as the conflict in the Middle East and still grow sales 4.5% organically in the quarter. Foreign currency increased sales 8.1% for total sales growth of 12.6% to $145 million in Q3. We grew in all of our major product lines in Europe and Australia this quarter.

Data centers are a key end market in Europe and Australia as well, Wire ID represents 13% of our sales in Europe and Australia, and this product line grew 13% in the quarter. We are monitoring the conflict in the Middle East, and modifying our own approach to procurement in targeted areas where it makes sense. We also evaluate the buying pattern of our customers and channel partners we do not believe there were meaningful changes in the quarter that could indicate sales may have been brought forward due to customers' concerns about supply chain or energy constraints. Segment profit significantly improved again this quarter.

Our reported segment profit in Europe and Australia increased 22.8% in the quarter to 21.5 million. And segment profit as a percentage of sales increased from 13.6% to 14.8%. If you exclude the impact of amortization in both the current quarter and last year's Q3, as well as the facility closure and other reorganization activities from last year, segment profit increased 15.5% compared to last year. We took several actions last year to reduce our cost structure in Europe and Australia and now we are seeing the benefits in our results this year. We finished the quarter with momentum in Europe and Australia, and we feel positive about finishing the year on a high note.

Turning to the future, we are excited about the growth potential from our announced acquisition of Honeywell's productivity solutions and services business. Brady's strong foundation in identification and safety and PSS adds a critical third pillar, enterprise level workforce productivity. To the value we bring our customers today. The combination of Brady and PSS represent a meaningful shift in the AIDC competitive landscape. A broader portfolio, a more complete solution set for enterprise customers, and the scale to invest behind a differentiated roadmap. Just as important as the products are the people and partnerships PSS has built.

The global reseller network and the dedicated enterprise accounts that have built deep, long standing customer relationships are central to what makes this combination compelling. And our intent is to preserve those relationships and build on them. Customers and channel partners should expect continuity in the teams they work with today, a sustained investment in R&D, and in software offerings, including operational intelligence voice, and the Swift decoder. That are increasingly embedded in customer workflows and a continued commitment to the resilient vertically integrated supply chain that is long differentiated PSS in the market. We see the combination of Brady's resources and PSS's customer facing strengths as a clear opportunity to accelerate investment in these areas once the transaction closes.

I would also like to provide some additional background on the recent financial performance of the PSS business. As well as our expectations for the first year post close. The PSS business was operated as a portion of a larger segment within Honeywell Several years ago, PSS was part of the safety and productivity solutions segment which is abbreviated SPS. In 2024, the PSS business was moved into Honeywell's new industrial automation segment where it continued to be operated as a portion of a larger business unit.

So to provide clarity around recent sales results specific to PSS, PSS's sales declined slightly by just under 2% in the calendar year 2025 compared to calendar year 2024. and in 2026, PSS's sales grew nearly 5%. Last month, we announced that we expect the PSS business to be immediately accretive We expect the business will add approximately $0.80 of adjusted EPS accretion in the first year. The business is highly complementary to Brady and we expect it will deliver significant long term value to our shareholders. With that, I would like to turn it over for Q and A Operator, would you please provide instructions to our listeners?

Operator: If you would like to ask a question at this time, please press *1 and wait for your name to be announced. To withdraw your question, please press *1 again. Our first question comes from Steve Ferazani with Sidoti.

Analyst (Steve Ferazani): Good morning, Russell. Good morning, Ann.

Ann E. Thornton: Morning.

Analyst (Steve Ferazani): Morning.

Russell R. Shaller: Russell. Obviously, very positively surprised about the organic growth this quarter. I mean, I am looking back at the numbers you were under 5% organic growth for, it looks like, almost 10 straight quarters under 3% for 5 This quarter, over 8%. I know you talked about printers, but that was only 8%. So the strength here was broader than just the new product development. Can you give us a little bit better sense of what got you here? And also, given that you raised guidance, it had to have slightly surprised you as well. Yeah, so I think a couple things went on. Q2 was definitely a little weaker than we had anticipated.

And there were some timing issues of some small contracts The net result was that a little bit of our growth not to diminish it, but a little of our growth was still in gonna say, maybe 1% or 2% was still in from what we thought was a slightly weaker Q2 than we expected. Now with that said, you know, clearly Q3 came in very strong. On data centers. You know, if you do the math, it is 20% of our business. And it grew at almost 20%. And so if you do the math, was a 4% uplift in the Americas and Asia and then less in Europe.

So if you take those into account and you take the what we felt was just generally strong environment for Brady's products, you get to the organic result. That we posted, which, again, we are hoping continue through the rest of the fiscal year. How much of a difference maker is the I4.31 thousand? Is that a share taker? it is not only I would not even say it is a share taker. it is literally new to the world.

There is no equivalent product to a portable 4 inch printer We are up 50% over what we normally expect in for a printer launch, which is both surprising and we think, quite frankly, awesome because we are very good traditionally at predicting printer placements because we have been doing this for a very long time. You know, Again, I want to remind everybody that no 1 in Brady is super significant.

On both they also create and I think this new printer also creates a little bit of a halo where pulling along other products as well because it is truly unique out in the industry of being able to go to a location without having to go back to a printer station and still be able to print a 4-inch, which is comparatively large format thermal transfer product. So, we are excited about the product. We are excited about what is happened so far. Is that meaningful to our growth? Not really. But will it be? We think so.

Analyst (Steve Ferazani): Got it. Very helpful. Russell, I think you make sure I heard you right, you said the in year 1, the acquisition would add $0.80 to adjusted EPS. I think you were more I think you had said double-digits before.

Russell R. Shaller: Correct. As time goes on, of course, we are going to hone in on exact answers. And we are still in the integration phase and understanding the complete cost structure. And the add backs and what have you. You know? So directionally, we feel comfortable with $0.80. You know, is that going to move up a little or move down a little bit as we get closer to close? Certainly, and then we will continue to unpack more detailed numbers as we get to the next quarter.

Analyst (Steve Ferazani): Is the expectation that there is some synergy realization with that, or is that without synergies? That first quarter or excuse me. That first year is no synergies. Wow. Okay. And timing on the deal, any change?

Russell R. Shaller: August 1st is our best estimate pending regulatory filings and some other things. But if we miss the August 1 date, it will likely be due to factors beyond Honeywell's or Brady's control. Got it. Thanks, Russell.

Operator: Our next question comes from Keith Housum with Northcoast Research.

Analyst (Keith Housum): Good morning, guys. And I wanna echo, congratulations on a great quarter. it is great to see. You know, Russell, in terms of the data center business, obviously, a driver of your business, 3% to 4% overall. Do you guys have any increased visibility there Obviously, we all see the same headlines and data centers are expected to grow some incredible amounts over the next several years, you know, even more than what we have seen. Any visibility that you guys have that you guys will be partaking in that as well Spending several quarters now at least seeing this as a growth driver for you guys.

Russell R. Shaller: Yeah. So you know, so far, the data centers are keeping pace. You know, we neither see an acceleration from the current trend or a deceleration on the backlog. In data centers. From our perspective, the physical building of data centers seems to be at a virtual capacity limit.

So while there is announced data centers and there is a huge 1 just up the road from the Brady plant, In the end, there is some limit to how fast the infrastructure can be put in place, which frankly we see as a good thing because that ensures that we will see a tailwind for this product category for several years as opposed to I will say, a data center sugar high, which I am hoping turns out not to be true.

Analyst (Keith Housum): Yeah. And when in the process of the data center being built, are you guys your products being used? Is it toward the completion of the data center? Is it earlier? Maybe any context you can provide there.

Russell R. Shaller: Yeah. So I am gonna say it is kind of all along the way depending on how the data center itself is put together. So in some cases, there is a lot of prewiring that happens before the data center is actually fully built. In that case, we would be a little bit earlier and then sometimes it is on premises. But even from the taken from the very beginning, once they break ground you know, there are Brady products showing up in safety and facility on all the way through to full commissioning. So the biggest part tends to be when they install the rack themselves and they are doing that wiring between them.

And that is where we would see the single biggest slug of work.

Analyst (Keith Housum): But from Brady's perspective, we like it all along the way. Because until the plan's fully operational, we are seeing revenue from groundbreaking all the way through and then at some point we believe in the 3-year to potentially 4-year timeframe, they will do block upgrades of the data centers to get them to the next generation, and then we will see a recurring revenue when that happens as well. So fundamentally, we just see this as an awesome opportunity for the company. And being able to identify products within data centers. it is a question on data centers for me. And who is the buyer of this? Is it the builder of the data center themselves?

Is it the server companies? who is the buyer?

Russell R. Shaller: So I would say depending on the regional location, a whole host of people have their fingers in it. So sometimes it is actually the cable manufacturers themselves Sometimes it is the data center Sometimes it is the on prem data center I am gonna say hooker upper, which is not really a scientific term. So, I am going to say there is it depends. And we have seen just so many permutations. As you can imagine, this whole field has exploded so quickly that there is not necessarily a single optimal way of doing anything.

And so a lot of people have sprung up different points in the value chain, and we are selling to a variety of different people depending on whose it is, whether it is AWS or somebody else on data center, they all tend to do this a little bit differently.

Analyst (Keith Housum): Okay. I appreciate that. Gross margins, benefiting obviously from data centers, but it sounds like also with the printer growth there, you are going to be benefiting from consumables. You had great number this quarter, the 51.8%. As we kind of think about going forward, how are you thinking about gross margins? Is 50% no longer the floor? Are we thinking maybe 51%, 52% you know, possible here as we look forward?

Russell R. Shaller: Yeah. So we you know, just to remind everyone, we never target gross margin. We target area under the curve because in some of our product categories, we could clearly push up pricing and we could get even much higher gross margin than we stand right now, but we know that would come at the point of demands destruction because a lot of our products are used as a labor savings or as a way to do something different or more professional than say picking up a Sharpie. So we are always very careful to look at the market and look at market update. Our goal is long term growth and product placement.

As opposed to, say, pushing margins to 52% or 53%. You know, I think given our mix today, and the tariff regime as it exists today, 52% is a good place for us. You do not know where tariffs are going, and you know, mix could go slightly 1 way or another, but I do think it is important to realize our number 1 goal is long term profitable growth, not hitting some particular profit margin. I mean, excuse me, gross margin.

Analyst (Keith Housum): Appreciate that. Thank you. In terms of the $0.80 number that you gave for the Honeywell PSS acquisition, the first full year, what is included in that context? I mean, I have got an opinion that they have under invested R and D and sales and marketing over the years. You are obviously closer to the numbers than I am. Perhaps, you any thoughts on what that includes in terms of any additional investment versus what they were doing?

Russell R. Shaller: So I will give a little bit, and then I will turn it over to Ann to give you a better unpacking of the number. So they have in the last couple of years, rebuilt much of their R&D infrastructure. I would say that 2022-2023 marked a low point. Of R&D investment for the PSS business. But fortunately, even they realized that they needed to add back R and D most of which has happened. I think at the margins we know there is some things that we can do. But, you know, at this point, it is not a significant build back. You know, will we add 5 million potentially 10 million in R&D? I think that is possible.

Will we add some to the Salesforce? Absolutely. And some of their customer facing supply chain, Absolutely, But is it yeah. I would say is it really significant in the scheme of things? No. So the business is, you know, I think there are things we can do to kind of nip and talk, but as I told everybody, it is a fantastic business with a fantastic perform. Portfolio. And I think it is got a great home in Brady. But I will let Ann talk about some of the details.

Ann E. Thornton: that is perfect. So, Keith, in addition to those items that Russell mentioned is that, yes, this does include some bit of potential additional investment in R&D and in the Salesforce. What our estimate that we that we provided of $0.80 of adjusted EPS would exclude would be any truly onetime integration costs related to, you know, truly integrating the business, standing it up, and all of that. And then that would also include our expectations for interest expense. Which we provide a little bit of clarity around what how we are expecting that to shape up. And we will provide full clarity.

We will disclose that You know, post-close, we will provide the visibility into the those puts and takes.

Analyst (Keith Housum): Okay. Appreciate it. And I guess last question for me, guys. And I do not usually ask questions on board resignations because usually do not think much about Oh, you should. This time here, obviously, the stock being down last week. You know, you had 2 board members resigned a little bit over a week ago. You announced on a Friday afternoon. Stock was down 10%. Obviously, you made the Honeywell acquisition announcement about less than a month ago. Maybe any clarity you can give there in terms of the Board thought process in this? And any relationship? Maybe you are limited in what you can speak, but I have gotta ask that question.

Russell R. Shaller: Oh, of course, Keith. And, frankly, I would have answered it even if you had not. So, you know, let's turn back the clock a little bit about Brady and my appreciation for the board we have and what they have had to go through for the last several months. So if you were to take Brady pre Christmas time, we were I would say, very, very stable almost monotonous earnings grower and cash flow generator that required you know, of course, required input from our board, but let's be frank. It was a very stable business, and our board was perfectly capable of meeting once a quarter and giving us our steering and guidance and working with management.

Over the last really the last, I would say, 4 or 5 months, I feel like I owe our board overtime pay because we have gone from once a quarter pretty regular cadence meetings to at 1 point as we are working through the acquisition and working through all of the details we were meeting on a weekly basis. And sometimes on the weekends, This was a significant and frankly unexpected from most of our board members level of commitment that was never anticipated as we constituted our board.

I mean, if you can imagine going from once a quarter to now you have to call in every single week, sometimes for hours, and be directly engaged in a whole host of workflows and this same amount of work is actually going to continue because again our board is very involved, very professional. I cannot say enough about their participation and the amount of time they have had to spend but this is going to go through at least our fiscal year and likely through the rest of the calendar year of very significant involvement. And so some of our board members simply said, I cannot commit to that level of engagement.

I cannot you know, I have a regular calendar. I have other board commitments. I cannot be on the call weekly continuously for all of these different work streams. And I can understand it, I recognize the optics are awful. And I can say anything in the world and people can decide how much they believe or how much they do not. But the fact of the matter is the board members who were there for the Honeywell acquisition all voted affirmatively. There was no dissent. There was actually no question that the deal was an awesome deal for Brady. But the level of time commitment was and will be staggering.

And, I am going to give tremendous credit to the board members that we do have for sticking through all this and being available for significant amounts of time to make this deal happen.

Analyst (Keith Housum): Okay. I appreciate it. Thank you. Thanks for asking the question.

Operator: That concludes today's question-and-answer session. I would like to turn the call back to Russell Schaller for closing remarks.

Russell R. Shaller: that is great. Thank you all for your time this morning. We reported an excellent quarter. I am proud of our entire team globally with our ability to deliver 8.2% organic sales growth in this disruptive geopolitical and economic environment is impressive. Growing in all of our major geographies. Our investment in R&D is paying off. Our new products are performing well, and we finished the quarter with momentum. In a great spot to finish the year on a high note. Thank you for your time this morning, Operator, you may disconnect the call.

Operator: This concludes today's conference call. Thank you for participating. You may now disconnect.

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