10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2011 Commission File Number 1-7233

STANDEX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	31-0596149
(State of incorporation)	(IRS Employer Identification No.)

11 KEEWAYDIN DRIVE, SALEM, NEW HAMPSHIRE	03079
(Address of principal executive offices)	(Zip Code)

(603) 893-9701

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES [X]     NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).              YES [X]     NO [  ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  __                    

Accelerated filer  X                    

Non-accelerated filer  __                    

Smaller Reporting Company __

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

YES [  ]     NO [X]

The number of shares of Registrant's Common Stock outstanding on October 27, 2011 was 12,647,189.

__________________________________________________________________________

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to Standex International Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on October 27, 2011, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  No other changes have been made to the Form 10-Q, and this Amendment No. 1 has not been updated to reflect events occurring subsequent to the filing of the Form 10-Q.

Item 6.  -  EXHIBITS

(a)

 Exhibits

Exhibit No.

Description

31.1

Principal Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2

Principal Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32

Principal Executive Officer and Principal Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101

Materials from the Standex International Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in Extensible business Reporting Language (XBRL):  (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income,  (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders’ Equity,  (v) Consolidated Statements of Cash Flows, and (vi) related Notes to the Consolidated Financial Statements, tagged in detail. **

__________________

*

Previously filed or furnished

**

Furnished herewith

ALL OTHER ITEMS ARE INAPPLICABLE

SIGNATURES

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.

		STANDEX INTERNATIONAL CORPORATION
Date:	November 1, 2011	/s/ THOMAS D. DEBYLE
		Thomas D. DeByle
		Vice President/CFO/Treasurer
		(Principal Financial & Accounting Officer)
Date:	November 1, 2011	/s/ SEAN C. VALASHINAS
		Sean C. Valashinas
		Chief Accounting Officer

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2011	Jun. 30, 2011
Condensed Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 1.50	$ 1.50
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	27,984,278	27,984,278
Common stock, shares outstanding	12,518,731	12,448,632
Treasury stock, shares	15,465,547	15,535,646

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements Of Operations [Abstract]
Net sales	$ 174,693	$ 157,059
Cost of sales	118,706	105,997
Gross profit	55,987	51,062
Selling, general and administrative expenses	38,869	35,517
Gain from sale of real estate		(3,076)
Restructuring costs	597	981
Total operating expenses	39,466	33,422
Income from operations	16,521	17,640
Interest expense	(472)	(709)
Other non-operating income (expense)	191	(12)
Income from continuing operations before income taxes	16,240	16,919
Provision for income taxes	4,124	5,392
Income from continuing operations	12,116	11,527
Income (loss) from discontinued operations, net of income taxes	(157)	(539)
Net income	$ 11,959	$ 10,988
Basic earnings (loss) per share:
Continuing operations	$ 0.97	$ 0.92
Discontinued operations	$ (0.01)	$ (0.04)
Total	$ 0.96	$ 0.88
Diluted earnings (loss) per share:
Continuing operations	$ 0.95	$ 0.90
Discontinued operations	$ (0.01)	$ (0.04)
Total	$ 0.94	$ 0.86
Cash dividends per share	$ 0.06	$ 0.05

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Document And Entity Information	3 Months Ended
	Sep. 30, 2011	Oct. 27, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012
Entity Registrant Name	STANDEX INTERNATIONAL CORP/DE/
Entity Central Index Key	0000310354
Current Fiscal Year End Date	--06-30
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		12,647,189

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Derivative Financial Instruments

3 Months Ended

Sep. 30, 2011

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

7) Derivative Financial Instruments

Interest Rate Swaps

From time to time as dictated by market opportunities, the Company enters into interest rate swap agreements designed to manage exposure to interest rates on the Company's variable rate indebtedness. The Company recognizes all derivatives on its balance sheet at fair value. The Company has designated its interest rate swap agreements, including those that are forward-dated, as cash flow hedges, and changes in the fair value of the swaps are recognized in other comprehensive income until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with the swaps will be reported by the Company in interest expense.

The Company's effective swap agreements convert the base borrowing rate on $40.0 million of debt due under our revolving credit agreement from a variable rate equal to LIBOR to a weighted average fixed rate of 2.17 % at September 30, 2011. The Company also has an additional $10.0 million forward-dated swap agreement that do not become effective until 2012. The fair value of the swaps recognized in accrued expenses and in other comprehensive income is as follows (in thousands):

						Fair Value (in thousands)
	Notional					September 30,
Effective Date	Amount	Fixed Rate		Maturity		2011		June 30, 2011
June 1, 2010	5,000,000	2.495	%	May 24, 2015		(312	)		(203	)
June 1, 2010	5,000,000	2.495	%	May 24, 2015		(312	)		(203	)
June 8, 2010	10,000,000	2.395	%	May 26, 2015		(587	)		(365	)
June 9, 2010	5,000,000	2.34	%	May 26, 2015		(284	)		(172	)
June 18, 2010	5,000,000	2.38	%	May 24, 2015		(291	)		(180	)
September 21, 2011	5,000,000	1.28	%	September 21, 2013		(85	)		(52	)
September 21, 2011	5,000,000	1.595	%	September 22, 2014		(147	)		(55	)
March 15, 2012	10,000,000	2.745	%	March 15, 2016		(654	)		(256	)
					$	(2,672	)	$	(1,486	)

The Company reported no losses for the three months ended September 30, 2011, as a result of hedge ineffectiveness. Future changes in these swap arrangements, including termination of the agreements, may result in a reclassification of any gain or loss reported in accumulated other comprehensive income (loss) into earnings as an adjustment to interest expense. Accumulated other comprehensive loss related to these instruments is being amortized into interest expense concurrent with the hedged exposure.

Foreign Exchange Contracts

Forward foreign currency exchange contracts are used to limit the impact of currency fluctuations on certain anticipated foreign cash flows, such as foreign sales, foreign purchases of materials, and loan payments to and from subsidiaries. The Company enters into such contracts for hedging purposes only. For hedges of intercompany loan payments, the Company has not elected hedge accounting due to the general short-term nature and predictability of the transactions, and records derivative gains and losses directly to the statement of operations. At September 30, 2011 and June 30, 2011 the Company had outstanding forward contracts related to hedges of intercompany loans with net unrealized gains of $0.0 million and $0.4 million, respectively, which approximate the unrealized losses on the related loans. The notional amounts of the Company's forward contracts, by currency, are as follows:

	Notional Amount (in native
	currency)
	September	June 30,
Currency	30, 2011	2011
Mexican Peso	7,250,000	15,756,000
Euro	4,133,822	5,964,800
Pound Sterling	3,818,419	1,000,750
Canadian Dollar	1,875,000	2,875,350
Singapore Dollar	750,000	1,000,000
Australian Dollar	-	527,700

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Contingencies

3 Months Ended

Sep. 30, 2011

Contingencies [Abstract]

Contingencies

12) Contingencies

From time to time, the Company is subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, the Company's management does not believe that the outcome of any of the currently existing legal matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flow. The Company accrues for losses related to the litigation when the Company's management considers a potential loss probable and can reasonably estimate such loss.

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Inventories

3 Months Ended

Sep. 30, 2011

Inventories [Abstract]

Inventories

3) Inventories

Inventories are comprised of the following (in thousands):

		September 30,		June 30,
		2011		2011
Raw materials	$	40,888	$	36,828
Work in process		25,404		23,134
Finished goods		24,760		23,616
Total	$	91,052	$	83,578

Distribution costs associated with the sale of inventory are recorded as a component of selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and were $6.5 million and $5.8 million for the three months ended September 30, 2011 and 2010, respectively.

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Income Taxes

3 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

9) Income Taxes

The Company's effective tax rate for the three months ended September 30, 2011 was 25.4% compared with 31.9% for same period last year. The lower effective tax rate in the first quarter of 2012 includes the impact of a decrease in the statutory tax rate in the United Kingdom on deferred tax liabilities recorded in prior periods due to a change in U.K. tax law enacted in the quarter ended September 30, 2011.

The Company and its subsidiaries are subject to U.S. Federal income tax as well as the income tax of multiple state and non-U.S. jurisdictions. The Company's U.S. tax returns for the years ended June 30, 2009 and June 30, 2010 are currently under audit with the IRS. At this time, the Company does not know when the audit will be completed. The final outcome of the examination is not yet determinable; however, we do not expect that any adjustments as a result of the examination would have a material effect on our financial position.

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Restructuring

3 Months Ended

Sep. 30, 2011

Restructuring [Abstract]

Restructuring

14) Restructuring

The Company has undertaken cost reduction and facility consolidation initiatives that have resulted in severance, restructuring, and related charges. A summary of charges by initiative is as follows (in thousands):

		Three Months Ended September 30,
				2011
		Involuntary
		Employee
		Severance
		and Benefit
		Costs		Other		Total
2012 Restructuring Initiatives	$	83	$	58	$	141
Prior Year Initiatives	$	87	$	369	$	456
	$	170	$	427	$	597
				2010
Prior Year Initiatives	$	112	$	869	$	981

2012 Restructuring Initiatives

During the first quarter of 2012, the Company transferred production of the Kool Star product line from Nogales, Mexico, to New Albany, Mississippi, where it was integrated into the Master-Bilt manufacturing operations. Restructuring costs of less than $0.1 million were incurred in carrying out this initiative, which was substantially completed in the first quarter. Additionally, the Company continued to reduce headcount across several divisions as part of our ongoing commitment to achieving operational efficiency. Restructuring costs of less than $0.1 million were incurred as part of this initiative. The Company expects restructuring expenses related to 2012 initiatives to be between $2.0 and $2.5 million.

Activity in the reserves related to 2012 restructuring initiatives is as follows (in thousands):

		Involuntary
		Employee
		Severance
		and Benefit
		Costs			Other			Total
Restructuring Liabilities at June 30, 2011	$	-		$	-		$	-
Additions and adjustments		83			58			141
Payments		(57	)		(45	)		(102	)
Restructuring Liabilities at September 30, 2011	$	26		$	13		$	39

Prior Year Initiatives

During the fourth quarter of 2011, the Company began the integration of the newly-acquired Tri-Star manufacturing operations into an existing production facility in Nogales, Mexico. Restructuring charges of $0.5 million were incurred in the three months ended September 30, 2011 and $0.7 million have been incurred to date. This initiative was substantially completed during the quarter.

In response to the recessionary macroeconomic environment, the Company reduced the number of salaried and indirect labor employees via workforce reductions. During 2009, the Company reduced its U.S.-based workforce by approximately 25%, and made additional reductions to our international headcount during 2010 and 2011. Additionally, as part of the Company's ongoing effort to generate operational efficiencies, the Company closed several of its manufacturing facilities and consolidated production. Costs for these initiatives are composed primarily of severance, other termination benefits, and expenses associated with the relocation of the plants' production capacities to other facilities. These initiatives were substantially completed during 2011.

Activity in the reserves related to prior year restructuring initiatives is as follows (in thousands):

		Involuntary
		Employee
		Severance
		and Benefit
		Costs			Other			Total
Restructuring Liabilities at June 30, 2011	$	10		$	75		$	85
Additions and adjustments		87			294			381
Payments		(97	)		(369	)		(466	)
Restructuring Liabilities at September 30, 2011	$	-		$	-		$	-

The Company's total restructuring expenses by segment are as follows (in thousands):

		Three Months Ended September 30,
				2011
		Involuntary
		Employee
		Severance
		and Benefit
		Costs		Other		Total
Food Service Equipment Group	$	91	$	382	$	473
Air Distribution Products Group		31		45		76
Engraving Group		22		-		22
Corporate		26		-		26
Total expense	$	170	$	427	$	597
				2010
Food Service Equipment Group	$	-	$	802	$	802
Air Distribution Products Group		16		67		83
Engraving Group		69		-		69
Corporate		27		-		27
Total expense	$	112	$	869	$	981

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Earnings Per Share

3 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

10) Earnings Per Share

The following table sets forth a reconciliation of the number of shares (in thousands) used in the computation of basic and diluted earnings per share:

	Three Months Ended
	September 30,
	2011	2010
Basic - Average shares outstanding	12,493	12,501
Effect of dilutive securities - Stock options and
unvested stock awards	273	255
Diluted - Average shares outstanding	12,766	12,756

Earnings available to common stockholders are the same for computing both basic and diluted earnings per share. No options to purchase common stock were excluded from the calculation of diluted earnings per share as anti-dilutive for the three months ended September 30, 2011 and 2010, respectively.

52,968 and 60,642 performance stock units are excluded from the diluted earnings per share calculation as the performance criteria have not been met for the three months ended September 30, 2011 and 2010, respectively.

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Retirement Benefits

3 Months Ended

Sep. 30, 2011

Retirement Benefits [Abstract]

Retirement Benefits

8) Retirement Benefits

Net Periodic Benefit Cost for the Company's U.S. and Foreign pension benefit plans for the three months ended September 30, 2011 and 2010 consisted of the following components:

					Pension Benefits
		U.S. Plans						Non-U.S. Plans
		Three Months Ended						Three Months Ended
		September 30,						September 30,
(In thousands)		2011			2010			2011			2010
Service cost	$	112		$	111		$	8		$	10
Interest cost		2,994			3,038			432			406
Expected return on plan assets		(3,833	)		(3,944	)		(375	)		(362	)
Recognized net actuarial loss		1,204			1,086			129			146
Amortization of prior service cost		28			36			(15	)		(14	)
Net periodic benefit cost	$	505		$	327		$	179		$	186

The Company expects to pay $1.4 million in required contributions to the plans during 2012. No contributions were made during the three months ended September 30, 2011.

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Management Statement

3 Months Ended

Sep. 30, 2011

Management Statement [Abstract]

Management Statement

1) Management Statement

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the results of operations for the three months ended September 30, 2011 and 2010, the cash flows for the three months ended September 30, 2011 and 2010 and the financial position of the Company at September 30, 2011. The interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements and notes do not contain information which would substantially duplicate the disclosures contained in the audited annual consolidated financial statements and notes for the year ended June 30, 2011. The condensed consolidated balance sheet at June 30, 2011 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The financial statements contained herein should be read in conjunction with the Annual Report on Form 10-K and in particular the audited consolidated financial statements for the year ended June 30, 2011. Unless otherwise noted, references to years are to fiscal years.

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. We evaluated subsequent events through the date and time our condensed consolidated financial statements were issued.

Recently Issued Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board ("FASB") issued amended accounting guidance for goodwill in order to simplify how companies test goodwill for impairment. The amendments permit a company to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, a company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

In June 2011, the FASB issued an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, a company may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, a company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. Regardless of choice in presentation, of which we are currently evaluating, a company is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.

In September 2011, the FASB issued an accounting standard update that requires employers that participate in multiemployer pension plans to provide additional quantitative and qualitative disclosures. The amended disclosures provide users with more detailed information about an employer's involvement in multiemployer pension plans and are effective for annual periods ending after December 15, 2011. Certain U.S. employees of the Company are covered by union-sponsored, multi-employer pension plans. We are currently evaluating the disclosure requirements of this accounting standard update.

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Goodwill

3 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Goodwill

4) Goodwill

Changes to goodwill during the three months ended September 30, 2011 were as follows (in thousands):

					Air								Electronics
		Food Service			Distribution					Engineering			and
		Equipment			Products		Engraving			Technologies			Hydraulics
		Group			Group		Group			Group			Group			Total
Balance at June 30, 2011	$	46,149		$	14,933	$	20,994		$	11,370		$	23,927		$	117,373
Translation adjustment and other		(357	)		-		(219	)		(351	)		(1,426	)		(2,353	)
Balance at September 30, 2011	$	45,792		$	14,933	$	20,775		$	11,019		$	22,501		$	115,020

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Intangible Assets

3 Months Ended

Sep. 30, 2011

Intangible Assets [Abstract]

Intangible Assets

5) Intangible Assets

Intangible assets consist of the following (in thousands):

		Customer
		Relationships			Trademarks		Other			Total
September 30, 2011
Cost	$	27,022		$	9,413	$	4,572		$	41,007
Accumulated amortization		(15,059	)		-		(4,378	)		(19,437	)
Balance, September 30, 2010	$	11,963		$	9,413	$	194		$	21,570
June 30, 2011
Cost	$	27,549		$	9,406	$	4,736		$	41,691
Accumulated amortization		(14,647	)		-		(4,490	)		(19,137	)
Balance, June 30, 2010	$	12,902		$	9,406	$	246		$	22,554

Amortization expense for the three months ended September 30, 2011 and 2010 was $0.7 million and $0.5 million, respectively. At September 30, 2011, amortization expense is estimated to be $1.9 million in the remainder of 2012, $2.3 million in 2013, $1.9 million in 2014, $1.6 million in 2015, and $1.2 million in 2016.

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Industry Segment Information

3 Months Ended

Sep. 30, 2011

Industry Segment Information [Abstract]

Industry Segment Information

13) Industry Segment Information

The Company has determined that it has five reportable segments organized around the types of product sold:

• Food Service Equipment Group– an aggregation of seven operating segments that manufacture andsell commercial food service equipment.
• Air Distribution Products Group – manufactures and sells metal duct and fittings for residentialHVAC systems.
• Engraving Group – provides mold texturizing, roll engraving and process machinery for a number ofindustries.
• Engineering Technologies Group – provides customized solutions in the fabrication and machining ofengineered components for the aerospace, energy, aviation, medical, oil and gas, and generalindustrial markets.
• Electronics and Hydraulics Group – a combination of two operating segments that manufacture andsell electrical components and that manufacture and sell single- and double-acting telescopic andpiston rod hydraulic cylinders.

Net sales and income (loss) from continuing operations by segment for the three months ended September 30, 2011 and 2010 were as follows (in thousands):

		Three Months Ended September 30,
		Net Sales			Income from Operations
		2011		2010		2011			2010
Segment:
Food Service Equipment Group	$	104,207	$	93,317	$	12,406		$	11,184
Air Distribution Products Group		15,387		13,783		482			(455	)
Engraving Group		21,698		20,638		3,877			3,937
Engineering Technologies Group		14,638		12,537		2,579			2,980
Electronics and Hydraulics Group1		18,763		16,784		2,773			2,450
Restructuring costs						(597	)		(981	)
Gain on sale of real estate						-			3,076
Corporate						(4,999	)		(4,551	)
Sub-total	$	174,693	$	157,059	$	16,521		$	17,640
Interest expense						(472	)		(709	)
Other non-operating income						191			(12	)
Income (loss) from continuing operations before income taxes					$	16,240		$	16,919

¹ Income from operations for the Electronics unit for the three months ended September 30, 2011 and 2010 was $2.1 million and $1.9 million, respectively. Income from operations for the Hydraulics unit for the three months ended September 30, 2011 and 2010 was $0.7 million and $0.6 million, respectively.

Net sales include only transactions with unaffiliated customers and include no intersegment sales. Income (loss) from operations by segment excludes interest expense and other non-operating income (expense).

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Debt

3 Months Ended

Sep. 30, 2011

Debt [Abstract]

Debt

6) Debt

As of September 30, 2011, the Company's debt is due as follows (in thousands):

Fiscal Year
2012		-
2013		70,500
2014		-
2015		-
2016		-
Thereafter		3,300
	$	73,800

Bank Credit Agreements

The Company has in place a $150 million unsecured revolving credit facility which expires in September 2012. As of September 30, 2011, the Company has the ability to borrow $79.5 million under this facility. The Company also utilizes two uncommitted money market credit facilities to help manage daily working capital needs. Amounts outstanding under these facilities were $3.5 million and $1.8 million at September 30, 2011 and June 30, 2011, respectively.

The carrying value of the current borrowings under the facility exceeds their estimated fair value by $0.7 million at September 30, 2011.

Other Long-Term Borrowings

The Company is a borrower under industrial revenue bonds totaling $3.3 million at September 30, 2011. Because these bonds are remarketed on a monthly basis and a failed remarketing would trigger repayment of the bonds via a renewable letter of credit arrangement, they are classified as a current liability. The Company does not anticipate a failed remarketing of the bonds and expects their repayment to occur upon their final maturity in 2018.

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities
Net income	$ 11,959	$ 10,988
Income (loss) from discontinued operations	(157)	(539)
Income from continuing operations	12,116	11,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,670	3,347
Stock-based compensation	546	982
Gain from sale of real estate		(3,076)
Non-cash portion of restructuring charges	39	374
Net changes in operating assets and liabilities	(21,409)	(4,739)
Net cash provided by (used in) operating activities - continuing operations	(5,038)	8,415
Net cash (used in) operating activities - discontinued operations	(399)	(276)
Net cash provided by (used in) operating activities	(5,437)	8,139
Cash flows from investing activities
Expenditures for property, plant and equipment	(2,276)	(1,395)
Expenditures for acquisitions, net of cash acquired		(1,316)
Proceeds from sale of real estate and equipment	38	4,645
Other investing activity	346	(1,147)
Net cash provided by (used in) investing activities - continuing operations	(1,892)	787
Net cash provided by investing activities - discontinued operations
Net cash provided by (used in) investing activities	(1,892)	787
Cash flows from financing activities
Borrowings on revolving credit facility	65,000	7,500
Payments of debt	(41,000)	(37,500)
Borrowings on short-term facilities (net)	1,725
Activity under share-based payment plans	89	86
Excess tax benefit from share-based payment activity	500	96
Purchases of treasury stock	(3,361)	(839)
Cash dividends paid	(748)	(623)
Net cash provided by (used in) financing activities - continuing operations	22,205	(31,280)
Net cash (used in) financing activities - discontinued operations
Net cash (used in) financing activities	22,205	(31,280)
Effect of exchange rate changes on cash and cash equivalents	(1,514)	1,317
Net change in cash and cash equivalents	13,362	(21,037)
Cash and cash equivalents at beginning of year	14,407	33,630
Cash and cash equivalents at end of period	$ 27,769	$ 12,593

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Fair Value Of Financial Instruments

3 Months Ended

Sep. 30, 2011

Fair Value Of Financial Instruments [Abstract]

Fair Value Of Financial Instruments

2) Fair Value of Financial Instruments

Our financial instruments, shown below, are presented at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied.

Assets and liabilities recorded at fair value in our balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities and the methodologies used in valuation are as follows:

Level 1 – Quoted prices in active markets for identical assets and liabilities. The Company's KEYSOP and deferred compensation plan assets consist of shares in various mutual funds (for the deferred compensation plan, investments are participant-directed) which invest in a broad portfolio of debt and equity securities. These assets are valued based on publicly quoted market prices for the funds' shares as of the balance sheet dates.

Level 2 – Inputs, other than quoted prices in an active market, that are observable either directly or indirectly through correlation with market data. For foreign exchange forward contracts and interest rate swaps, the Company values the instruments based on the market price of instruments with similar terms, which are based on spot and forward rates as of the balance sheet dates. The Company has considered the creditworthiness of counterparties in valuing all assets and liabilities

Level 3– Unobservable inputs based upon the Company's best estimate of what market participants would use in pricing the asset or liability. The Company does not hold any Level 3 instruments as of the balance sheet dates.

Cash and cash equivalents, accounts receivable, and accounts payable are carried at cost, which approximates fair value.

The fair values of our financial instruments at September 30, 2011 and June 30, 2011 were (in thousands):

				September 30, 2011
		Total		Level 1	Level 2			Level 3
Financial Assets
Marketable securities - KEYSOP assets	$	5,515	$	5,515	$	-	$	-
Marketable securities - deferred compensation plan		1,308		1,308		-		-
Foreign exchange contracts		147		-		147		-
Financial Liabilities
Interest rate swaps	$	2,672		-	$	2,672		-
Foreign exchange contracts		156		-		156		-

				June 30, 2011
		Total		Level 1	Level 2			Level 3
Financial Assets
Marketable securities - KEYSOP assets	$	6,009	$	6,009	$	-	$	-
Marketable securities - deferred compensation plan		1,366		1,366		-		-
Foreign exchange contracts		366		-		366		-
Financial Liabilities
Interest rate swaps	$	1,486	$	-	$	1,486	$	-

During the three months ended September 30, 2011, there were no transfers of assets or liabilities between hierarchical levels. The Company's policy is to recognize transfers between levels as of the date they occur.

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Comprehensive Income (Loss)

3 Months Ended

Sep. 30, 2011

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

11) Comprehensive Income (Loss)

The components of the Company's accumulated other comprehensive loss are as follows (in thousands):

		September 30,			June 30,
		2011			2011
Foreign currency translation adjustment	$	9,249		$	15,617
Unrealized pension losses, net of tax		(59,126	)		(59,572	)
Unrealized loss on derivative instruments, net of tax		(1,670	)		(973	)
Accumulated other comprehensive loss	$	(51,547	)	$	(44,928	)

Total comprehensive income (loss) and its components in detail, including reclassification adjustments, for the three months ended September 30, 2011 and 2010 were as follows (in thousands):

		Three Months Ended
		September 30,
		2011			2010
Net income:	$	11,959		$	10,988
Other comprehensive income (loss):
Defined benefit pension plans:
Actuarial gains (losses) and other changes in unrecognized costs		159			(525	)
Amortization of unrecognized costs		1,420			1,221
Derivative instruments:		-			-
Change in unrealized gains and losses		(1,219	)		(944	)
Amortization of unrealized gains and losses into interest expense		174			280
Other comprehensive income (loss) before tax:		534			32
Income tax provision (benefit):
Defined benefit pension plans:
Actuarial gains (losses) and other changes in unrecognized costs		(47	)		148
Amortization of unrecognized costs		(1,086	)		(408	)
Derivative instruments:		-			-
Change in unrealized gains and losses		408			316
Amortization of unrealized gains and losses into interest expense		(60	)		(96	)
Income tax provision benefit to other comprehensive income (loss)		(785	)		(40	)
Foreign currency translation adjustment		(6,368	)		4,908
Other comprehensive income (loss), net of tax:		(6,619	)		4,900
Comprehensive income	$	5,340		$	15,888

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Gain On Sale Of Real Estate

3 Months Ended

Sep. 30, 2011

Gain On Sale Of Real Estate [Abstract]

Gain On Sale Of Real Estate

15) Gain on Sale of Real Estate

During the quarter ended September 30, 2010, the Company completed the sale of a parcel of real estate in Lyon, France, on which it had previously operated an Engraving Group facility. Proceeds from the sale were $4.6 million and the sale resulted in a pre-tax gain of $3.1 million, net of related costs.

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Condensed Consolidated Balance Sheets (USD $) In Thousands	Sep. 30, 2011	Jun. 30, 2011
ASSETS
Cash and cash equivalents	$ 27,769	$ 14,407
Accounts receivable, net	101,114	102,220
Inventories, net	91,052	83,578
Prepaid expenses and other current assets	8,419	7,729
Deferred tax asset	13,145	12,615
Total current assets	241,499	220,549
Property, plant and equipment, net	95,747	96,334
Goodwill	115,020	117,373
Intangible assets, net	21,570	22,554
Other non-current assets	17,851	18,095
Total non-current assets	250,188	254,356
Total assets	491,687	474,905
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt	3,525	1,800
Current portion of long-term debt	73,800	3,300
Accounts payable	63,140	72,795
Accrued expenses	45,329	45,652
Income taxes payable	2,654	3,404
Current liabilities - discontinued operations	1,015	1,186
Total current liabilities	189,463	128,137
Long-term debt		46,500
Accrued pension and other non-current liabilities	53,543	54,655
Total non-current liabilities	53,543	101,155
Stockholders' equity:
Common stock, par value $1.50 per share - 60,000,000 shares authorized, 27,984,278 issued, 12,518,731 and 12,448,632 outstanding at September 30, 2011 and June 30, 2011	41,976	41,976
Additional paid-in capital	32,207	33,228
Retained earnings	488,916	477,726
Accumulated other comprehensive loss	(51,547)	(44,928)
Treasury shares (15,465,547 shares at September 30, 2011 and 15,535,646 shares at June 30, 2011)	(262,871)	(262,389)
Total stockholders' equity	248,681	245,613
Total liabilities and stockholders' equity	$ 491,687	$ 474,905