Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'HAIN CELESTIAL GROUP INC | ' |
Entity Central Index Key | '0000910406 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Common Stock, Shares Outstanding | ' | 47,788,312 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $65,069 | $41,263 |
Accounts receivable, less allowance for doubtful accounts | 233,759 | 233,641 |
Inventories | 267,075 | 250,175 |
Deferred income taxes | 17,665 | 17,716 |
Prepaid expenses and other current assets | 38,639 | 32,377 |
Total current assets | 622,207 | 575,172 |
Property, plant and equipment, net | 251,363 | 235,841 |
Goodwill | 916,590 | 876,106 |
Trademarks and other intangible assets, net | 487,532 | 498,235 |
Investments and joint ventures | 41,099 | 46,799 |
Other assets | 26,030 | 26,341 |
Total assets | 2,344,821 | 2,258,494 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 190,491 | 184,996 |
Accrued expenses and other current liabilities | 84,960 | 71,950 |
Income taxes payable | 8,154 | 4,707 |
Current portion of long-term debt | 11,287 | 12,477 |
Total current liabilities | 294,892 | 274,130 |
Long-term debt, less current portion | 641,241 | 653,464 |
Deferred income taxes | 113,120 | 114,395 |
Other noncurrent liabilities | 15,293 | 14,950 |
Total liabilities | 1,064,546 | 1,056,939 |
Stockholders' equity: | ' | ' |
Preferred stock - $.01 par value, authorized 5,000,000 shares, no shares issued | 0 | 0 |
Common stock - $.01 par value, authorized 100,000,000 shares | 492 | 490 |
Additional paid-in capital | 780,872 | 768,774 |
Retained earnings | 517,422 | 489,767 |
Accumulated other comprehensive income | 15,663 | -27,251 |
Total stockholders' equity including treasury stock | 1,314,449 | 1,231,780 |
Less: shares of treasury stock, at cost | -34,174 | -30,225 |
Total stockholders' equity | 1,280,275 | 1,201,555 |
Total liabilities and stockholders' equity | $2,344,821 | $2,258,494 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $2,687 | $2,564 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 49,174,872 | 49,026,263 |
Treasury stock, shares | 1,387,295 | 1,336,036 |
Consolidated_Statements_Of_Inc
Consolidated Statements Of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Net sales | $477,484 | $359,807 |
Cost of sales | 358,361 | 264,595 |
Gross profit | 119,123 | 95,212 |
Selling, general and administrative expenses | 73,587 | 59,662 |
Amortization of Intangible Assets | 3,468 | 2,633 |
Acquisition related expenses and restructuring charges | 2,296 | 641 |
Operating income | 39,772 | 32,276 |
Interest and other expenses, net | 3,938 | 3,892 |
Income before income taxes and equity in earnings of equity-method investees | 35,834 | 28,384 |
Provision for income taxes | 8,751 | 7,858 |
Income (Loss) from Equity Method Investments | -572 | 738 |
Income (Loss) from Continuing Operations Attributable to Parent | 27,655 | 19,788 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | -3,402 |
Net income | $27,655 | $16,386 |
Net income per common share: | ' | ' |
Income (Loss) from Continuing Operations, Per Basic Share | $0.58 | $0.44 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share | $0 | ($0.08) |
Basic | $0.58 | $0.36 |
Income (Loss) from Continuing Operations, Per Diluted Share | $0.57 | $0.42 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | $0 | ($0.07) |
Diluted | $0.57 | $0.35 |
Shares used in the calculation of net income per common share: | ' | ' |
Basic | 47,706 | 45,017 |
Diluted | 48,934 | 46,569 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income Statement (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Net Income (Loss) Attributable to Parent | $27,655 | $16,386 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | 44,239 | 13,202 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | -597 | -927 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 43,642 | 12,275 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | -737 | -821 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 183 | 206 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | -554 | -615 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax | -286 | 2,029 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax | 112 | -814 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | -174 | 1,215 |
Other Comprehensive Income (Loss), before Tax | 43,216 | 14,410 |
Other Comprehensive Income (Loss), Tax | -302 | -1,535 |
Other Comprehensive Income (Loss), Net of Tax | 42,914 | 12,875 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $70,569 | $29,261 |
Consolidated_Statement_Of_Stoc
Consolidated Statement Of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data | ||||||
Balance at Jun. 30, 2013 | $1,201,555 | $490 | $768,774 | $489,767 | ($30,225) | ($27,251) |
Balance, shares at Jun. 30, 2013 | 49,026,263 | 49,026,263 | ' | ' | 1,336,036 | ' |
Net income | 27,655 | ' | ' | 27,655 | ' | ' |
Other Comprehensive Income (Loss), Net of Tax | 42,914 | ' | ' | ' | ' | 42,914 |
Issuance of common stock pursuant to compensation plans | 7,937 | 2 | 7,935 | ' | ' | ' |
Issuance of common stock pursuant to compensation plans, shares | ' | 148,609 | ' | ' | ' | ' |
Stock based compensation income tax effects | 926 | ' | 926 | ' | ' | ' |
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans | -3,949 | ' | ' | ' | 3,949 | ' |
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | ' | ' | ' | ' | 51,259 | ' |
Stock based compensation charge | 3,237 | ' | 3,237 | ' | ' | ' |
Balance at Sep. 30, 2013 | $1,280,275 | $492 | $780,872 | $517,422 | ($34,174) | $15,663 |
Balance, shares at Sep. 30, 2013 | 49,174,872 | 49,174,872 | ' | ' | 1,387,295 | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES | ' | ' |
Net income | $27,655 | $16,386 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 10,453 | 8,050 |
Other Noncash Income Tax Expense | -1,585 | -522 |
Equity in net (income) loss of equity-method investees | -572 | 738 |
Stock based compensation | 3,237 | 2,892 |
Tax benefit from stock based compensation | -112 | -548 |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 0 | 3,086 |
Other non-cash items, net | 246 | -90 |
Increase (decrease) in cash attributable to changes in operating assets and liabilities, net of amounts applicable to acquisitions: | ' | ' |
Accounts receivable | 5,966 | -9,337 |
Inventories | -12,505 | -11,601 |
Other current assets | -315 | 2,073 |
Other assets | -717 | -4,826 |
Accounts payable and accrued expenses | 17,788 | 20,249 |
Income taxes | 3,845 | -491 |
Net cash provided by operating activities | 53,608 | 27,155 |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES | ' | ' |
Acquisitions, net of cash acquired | 481 | 0 |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | 0 | 13,584 |
Purchases of property and equipment | -12,347 | -8,306 |
Repayments from equity-method investees | 0 | 100 |
Net cash used in investing activities | -11,866 | 5,378 |
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from exercises of stock options, net of related expenses | 580 | 4,417 |
Borrowings under bank revolving credit facility | -13,252 | -30,000 |
Repayments of other long-term debt, net | -1,904 | -99 |
Excess tax benefits from stock based compensation | 814 | 3,111 |
Shares withheld for payment of employee payroll taxes | -3,949 | -3,077 |
Net cash provided by financing activities | -17,711 | -25,648 |
Effect of exchange rate changes on cash | -225 | -626 |
Net increase (decrease) in cash and cash equivalents | 23,806 | 6,259 |
Cash and cash equivalents at beginning of period | 41,263 | 29,895 |
Cash and cash equivalents at end of period | $65,069 | $36,154 |
Business
Business | 3 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations [Text Block] | ' |
BUSINESS | |
The Hain Celestial Group, Inc., a Delaware corporation, and its subsidiaries (collectively, the “Company,” and herein referred to as “we,” “us,” and “our”) manufacture, market, distribute and sell organic and natural products under brand names which are sold as “better-for-you” products. We are a leader in many organic and natural products categories, with many recognized brands. Our brand names are well recognized in the various market categories they serve and include Earth’s Best®, Ella’s Kitchen®, Celestial Seasonings®, Terra®, Garden of Eatin’®, Sensible Portions®, The Greek Gods®, Spectrum®, Spectrum Essentials®, Rice Dream®, Soy Dream®, Almond Dream®, Imagine®, WestSoy®, Arrowhead Mills®, MaraNatha®, SunSpire®, Health Valley®, BluePrint®, Lima®, Danival®, GG UniqueFiberTM, Yves Veggie Cuisine®, Europe’s Best®, DeBoles®, Linda McCartney® (under license), The New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare®, Cully & Sully®, Hartley’s®, Sun-Pat®, Gale’s®, Robertson’s® and Frank Cooper’s®. Our personal care products are marketed under the Avalon Organics®, Alba Botanica®, JASON®, Queen Helene® and Earth’s Best® brands. | |
We have a minority investment in Hain Pure Protein Corporation (“HPP” or “Hain Pure Protein”), which processes, markets and distributes antibiotic-free chicken and turkey products. We also have an investment in a joint venture in Hong Kong with Hutchison China Meditech Ltd. (“Chi-Med”), a majority owned subsidiary of Hutchison Whampoa Limited, a company listed on the Alternative Investment Market, a sub-market of the London Stock Exchange, to market and distribute certain of the Company’s brands in China and other markets. | |
Our operations are managed by geography, and are comprised of four operating segments: United States, United Kingdom, Canada and Europe. Refer to Note 16 for additional information and selected financial information for our segments. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation and Significant Accounting Policies [Text Block] | ' |
BASIS OF PRESENTATION | |
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”). The amounts as of and for the periods ended June 30, 2013 are derived from the Company’s audited annual financial statements. The consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods. Operating results for the three months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014. Please refer to the footnotes to our consolidated financial statements as of June 30, 2013 and for the fiscal year then ended included in our Annual Report on Form 10-K for information not included in these condensed footnotes. | |
All amounts in our consolidated financial statements and tables have been rounded to the nearest thousand, except share and per share amounts, unless otherwise indicated. | |
Newly Adopted Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. We adopted ASU No. 2013-02 on a prospective basis at the beginning of our 2014 fiscal year. Refer to Note 11 for disclosures required under this standard. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share | ' | |||||||
EARNINGS PER SHARE | ||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Income from continuing operations | $ | 27,655 | $ | 19,788 | ||||
Loss from discontinued operations, net of tax | — | (3,402 | ) | |||||
Net income | $ | 27,655 | $ | 16,386 | ||||
Denominator (in thousands): | ||||||||
Denominator for basic earnings per share - weighted average shares outstanding during the period | 47,706 | 45,017 | ||||||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units | 1,228 | 1,552 | ||||||
Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions | 48,934 | 46,569 | ||||||
Basic net income per common share: | ||||||||
From continuing operations | $ | 0.58 | $ | 0.44 | ||||
From discontinued operations | — | (0.08 | ) | |||||
Net income per common share - basic | $ | 0.58 | $ | 0.36 | ||||
Diluted net income per common share: | ||||||||
From continuing operations | $ | 0.57 | $ | 0.42 | ||||
From discontinued operations | — | (0.07 | ) | |||||
Net income per common share - diluted | $ | 0.57 | $ | 0.35 | ||||
Basic earnings per share excludes the dilutive effects of stock options, unvested restricted stock and unvested restricted share units. Diluted earnings per share includes only the dilutive effects of common stock equivalents such as stock options and unvested restricted stock awards. The Company used income from continuing operations as the control number in determining whether potential common shares were dilutive or anti-dilutive. The same number of potential common shares used in computing the diluted per share amount from continuing operations was also used in computing the diluted per share amounts from discontinued operations even if those amounts were anti-dilutive. | ||||||||
Restricted stock awards totaling 205,187 and 300,000 were excluded from our diluted earnings per share calculations for the three months ended September 30, 2013 and 2012, respectively, as such awards are either contingently issuable based on market conditions and such conditions had not been achieved during the respective periods or were antidilutive. |
Acquisitions_and_Disposals
Acquisitions and Disposals | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
ACQUISITIONS AND DISPOSALS | ||||||||||||||||
We account for acquisitions using the acquisition method of accounting. The results of operations of the acquisitions have been included in our consolidated results from their respective dates of acquisition. We allocate the purchase price of each acquisition to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. Acquisitions may include contingent consideration, the fair value of which is estimated on the acquisition date as the present value of the expected contingent payments, determined using weighted probabilities of possible payments. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company specific information and projections which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The excess of the purchase price over the fair value of the identified assets and liabilities has been recorded as goodwill. | ||||||||||||||||
The costs related to all acquisitions have been expensed as incurred and are included in “Acquisition related expenses, restructuring and integration charges” in the Condensed Consolidated Statements of Income. Acquisition-related costs of $725 and $605 were expensed in the three months ended September 30, 2013 and 2012, respectively. The expenses incurred during the first quarter of fiscal 2014 primarily relate to stamp duty and additional professional fees associated with our recent acquisitions and during the first quarter of fiscal 2013 primarily relate to professional fees associated with the acquisition of the UK Ambient Grocery Brands (as discussed below). | ||||||||||||||||
Fiscal 2013 | ||||||||||||||||
On May 2, 2013, we acquired Ella’s Kitchen Group Limited (“Ella’s Kitchen”), a manufacturer and distributor of premium organic baby food under the Ella’s Kitchen® brand and the first company to offer baby food in convenient flexible pouches. Ella’s Kitchen offers a range of branded organic baby food products principally in the United Kingdom, the United States and Scandinavia. Ella’s Kitchen’s operations are included as part of the Company’s United States operating segment. Consideration in the transaction consisted of cash totaling £37,571, net of cash acquired (approximately $58,437 at the transaction date exchange rate) and 687,779 shares of the Company’s common stock valued at $45,050. The acquisition was funded with borrowings under our Credit Agreement. | ||||||||||||||||
On December 21, 2012, we acquired the assets and business of Zoe Sakoutis LLC, d/b/a BluePrint Cleanse (“BluePrint”), a nationally recognized leader in the cold-pressed juice category based in New York City, for $16,679 in cash and 174,267 shares of the Company’s common stock valued at $9,525. Additionally, contingent consideration of up to a maximum of approximately $82,400 is payable based upon the achievement of specified operating results during the two annual periods ending December 31, 2013 and 2014. The Company recorded $13,491 as the fair value of the contingent consideration at the acquisition date. The BluePrint® brand, which is part of our United States operating segment, expanded our product offerings into a new category. The acquisition was funded with existing cash balances and borrowings under our Credit Agreement. | ||||||||||||||||
On November 1, 2012, we completed the disposal of our sandwich business, including the Daily BreadTM brand name, in the United Kingdom. The disposal transaction resulted in an exchange of businesses, whereby the Company acquired the fresh prepared fruit products business of Superior Food Limited in the United Kingdom in exchange for the Company’s sandwich business and a cash payment of £1,000 (approximately $1,600 at the transaction date exchange rate). Refer to Note 5, Discontinued Operations, for additional information. | ||||||||||||||||
On October 27, 2012, we completed the acquisition of a portfolio of market-leading packaged grocery brands including Hartley’s®, Sun-Pat®, Gale’s®, Robertson’s® and Frank Cooper’s®, together with the manufacturing facility in Cambridgeshire, United Kingdom (the “UK Ambient Grocery Brands”) from Premier Foods plc. The product offerings acquired include jams, fruit spreads and jelly, peanut butter, honey and marmalade products. Consideration in the transaction consisted of £169,708 in cash (approximately $273,246 at the transaction date exchange rate) funded with borrowings under our Credit Agreement and 836,426 shares of the Company’s common stock valued at $48,061. The acquisition expanded our product offerings in the United Kingdom into ambient grocery which we expect will help position the expanded business as a top food and beverage supplier in the United Kingdom. | ||||||||||||||||
On August 20, 2012, we completed the sale of our private-label chilled ready meals business in the United Kingdom (the “CRM business”). Total consideration received was £9,641 (approximately $15,132 at the transaction date exchange rate), which remains subject to a final working capital adjustment with the purchaser. We recognized a preliminary loss on disposal of $3,616 ($4,200 after-tax, which includes the write-off of certain deferred tax assets) during the fiscal year ended June 30, 2013, of which $2,503 ($3,086 after-tax) was recorded in the three months ended September 30, 2012 , which is included within “Loss from discontinued operations, net of tax” in the Condensed Consolidated Statements of Income. Refer to Note 5, Discontinued Operations, for additional information. | ||||||||||||||||
The following table summarizes the components of the preliminary purchase price allocations for the fiscal 2013 acquisitions: | ||||||||||||||||
UK Ambient Grocery Brands | BluePrint | Ella’s Kitchen | Total | |||||||||||||
Purchase price: | ||||||||||||||||
Cash paid | $ | 273,246 | $ | 16,679 | $ | 58,437 | $ | 348,362 | ||||||||
Equity issued | 48,061 | 9,525 | 45,050 | 102,636 | ||||||||||||
Fair value of contingent consideration | — | 13,491 | — | 13,491 | ||||||||||||
$ | 321,307 | $ | 39,695 | $ | 103,487 | $ | 464,489 | |||||||||
Allocation: | ||||||||||||||||
Current assets | $ | 29,825 | $ | 2,742 | $ | 27,749 | $ | 60,316 | ||||||||
Property, plant and equipment | 39,150 | 3,173 | 672 | 42,995 | ||||||||||||
Identifiable intangible assets | 118,020 | 18,980 | 49,669 | 186,669 | ||||||||||||
Assumed liabilities | (1,959 | ) | (2,189 | ) | (17,653 | ) | (21,801 | ) | ||||||||
Deferred income taxes | 2,882 | — | (11,955 | ) | (9,073 | ) | ||||||||||
Goodwill | 133,389 | 16,989 | 55,005 | 205,383 | ||||||||||||
$ | 321,307 | $ | 39,695 | $ | 103,487 | $ | 464,489 | |||||||||
The purchase price allocations are based upon preliminary valuations, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. Any change in the estimated fair value of the net assets, prior to the finalization of the more detailed analyses, but not to exceed one year from the dates of acquisition, will change the amount of the purchase price allocations. | ||||||||||||||||
The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Preliminary identifiable intangible assets acquired consisted of customer relationships valued at $46,232 with a weighted average estimated useful life of 15.6 years, a non-compete arrangement valued at $1,100 with an estimated life of 3.0 years, and trade names valued at $139,337 with indefinite lives. The goodwill represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including use of our existing infrastructure to expand sales of the acquired business’ products. The goodwill recorded as a result of the acquisitions of the UK Ambient Grocery Brands and Ella’s Kitchen is not expected to be deductible for tax purposes. | ||||||||||||||||
Unaudited Proforma Results of Continuing Operations | ||||||||||||||||
The following table provides unaudited pro forma results of continuing operations for the three months ended September 30, 2012, as if all of the above acquisitions had been completed at the beginning of fiscal year 2013. Pro forma results of continuing operations are not provided for the three months ended September 30, 2013 as there were no acquisitions completed during such period. The following pro forma combined results of continuing operations have been provided for illustrative purposes only, and do not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results. The adjustments include amortization expense associated with acquired identifiable intangible assets, interest expense associated with bank borrowings to fund the acquisitions and elimination of transactions costs incurred that are directly related to the transactions and do not have a continuing impact on operating results from continuing operations. | ||||||||||||||||
Three Months Ended September 30, 2012 | ||||||||||||||||
Net sales from continuing operations | $ | 444,248 | ||||||||||||||
Net income from continuing operations | $ | 23,312 | ||||||||||||||
Net income per common share from continuing operations - diluted | $ | 0.48 | ||||||||||||||
This information has not been adjusted to reflect any changes in the operations of the businesses subsequent to their acquisition by us. Changes in operations of the acquired businesses include, but are not limited to, discontinuation of products, integration of systems and personnel, changes in trade practices, application of our credit policies, changes in manufacturing processes or locations, and changes in marketing and advertising programs. Had any of these changes been implemented by the former managements of the businesses acquired prior to acquisition by us, the net sales and net income information might have been materially different than the actual results achieved and from the pro forma information provided. In management’s opinion, these unaudited pro forma results of operations are not intended to represent or to be indicative of the actual results that would have occurred had the acquisitions been consummated at the beginning of the periods presented or of future operations of the combined companies under our management. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||
DISCONTINUED OPERATIONS | ||||
During the third quarter of fiscal 2012, the Company made the decision to sell its private-label chilled ready meals (“CRM”) business in the United Kingdom, which was acquired in October 2011 as part of the acquisition of Daniels. The sale of the CRM business was completed on August 20, 2012. Additionally, during the fourth quarter of fiscal 2012, the Company made the decision to dispose of its sandwich business, including the Daily BreadTM brand name, in the United Kingdom. The disposal of the sandwich business was completed on November 1, 2012. Operating results for the CRM business and the sandwich business have been classified as discontinued operations and were as follows: | ||||
Three Months Ended September 30, 2012 | ||||
Net sales | $ | 12,231 | ||
Operating loss | $ | (447 | ) | |
Loss on sale of business, net of tax | $ | (3,086 | ) | |
Loss from discontinued operations, net of tax | $ | (3,402 | ) | |
As the sales of the businesses were completed in the prior fiscal year, there are no amounts reported as discontinued operations for the three months ended September 30, 2013. |
Inventories
Inventories | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory, Net [Abstract] | ' | |||||||
Inventories | ' | |||||||
INVENTORIES | ||||||||
Inventories consisted of the following: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
Finished goods | $ | 171,598 | $ | 163,288 | ||||
Raw materials, work-in-progress and packaging | 95,477 | 86,887 | ||||||
$ | 267,075 | $ | 250,175 | |||||
Property_Plant_And_Equipment
Property, Plant And Equipment | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant And Equipment | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment consisted of the following: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
Land | $ | 16,630 | $ | 16,149 | ||||
Buildings and improvements | 64,080 | 61,480 | ||||||
Machinery and equipment | 281,250 | 264,198 | ||||||
Furniture and fixtures | 10,351 | 9,774 | ||||||
Leasehold improvements | 19,059 | 17,760 | ||||||
Construction in progress | 4,182 | 4,669 | ||||||
395,552 | 374,030 | |||||||
Less: Accumulated depreciation and amortization | 144,189 | 138,189 | ||||||
$ | 251,363 | $ | 235,841 | |||||
Goodwill_And_Other_Intangible_
Goodwill And Other Intangible Assets | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Goodwill And Other Intangible Assets | ' | |||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
Changes in the carrying amount of goodwill by reportable segment for the three months ended September 30, 2013 were as follows: | ||||||||||||||||||||
US | United Kingdom | Rest of World | Total | |||||||||||||||||
Balance as of June 30, 2013 (a) | $ | 574,558 | $ | 232,849 | $ | 68,699 | $ | 876,106 | ||||||||||||
Acquisition activity | 8,080 | 14,180 | — | 22,260 | ||||||||||||||||
Translation and other adjustments, net | 2,542 | 14,121 | 1,561 | 18,224 | ||||||||||||||||
Balance as of September 30, 2013 (a) | $ | 585,180 | $ | 261,150 | $ | 70,260 | $ | 916,590 | ||||||||||||
(a) | The total carrying value of goodwill for all periods in the table above is reflected net of $42,029 of accumulated impairment charges recorded during fiscal 2009 which relate to the Company’s United Kingdom and Europe operating segments. | |||||||||||||||||||
The Company performs its annual test for goodwill impairment on the first day of the fourth quarter of its fiscal year. In addition, if and when events or circumstances change that would more likely than not reduce the fair value of any of its reporting units below their carrying value, an interim test is performed. | ||||||||||||||||||||
Amounts assigned to indefinite-life intangible assets primarily represent the values of trademarks and tradenames. At September 30, 2013, included in trademarks and other intangible assets on the balance sheet are $155,793 of intangible assets deemed to have a finite life, which are primarily related to customer relationships, and are being amortized over their estimated useful lives of 3 to 25 years. The following table reflects the components of trademarks and other intangible assets: | ||||||||||||||||||||
September 30, | June 30, | |||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
Non-amortized intangible assets: | ||||||||||||||||||||
Trademarks and tradenames | $ | 371,204 | $ | 376,700 | ||||||||||||||||
Amortized intangible assets: | ||||||||||||||||||||
Other intangibles | 155,793 | 156,728 | ||||||||||||||||||
Less: accumulated amortization | (39,465 | ) | (35,193 | ) | ||||||||||||||||
Net carrying amount | $ | 487,532 | $ | 498,235 | ||||||||||||||||
Amortization expense included in continuing operations was as follows: | ||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Amortization of intangible assets | $ | 3,468 | $ | 2,685 | ||||||||||||||||
Expected amortization expense over the next five fiscal years is as follows: | ||||||||||||||||||||
Fiscal Year ended June 30, | ||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Estimated amortization expense | $ | 14,435 | $ | 13,405 | $ | 12,270 | $ | 11,807 | $ | 11,804 | ||||||||||
The weighted average remaining amortization period of amortized intangible assets is 12.7 years. |
Debt_and_Borrowings
Debt and Borrowings | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt And Credit Facility | ' | |||||||
DEBT AND BORROWINGS | ||||||||
Debt and borrowings consisted of the following: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
Senior Notes | $ | 150,000 | $ | 150,000 | ||||
Revolving Credit Agreement borrowings payable to banks | 491,194 | 503,384 | ||||||
United Kingdom short-term borrowing facility | 11,077 | 11,779 | ||||||
Other borrowings | 257 | 778 | ||||||
652,528 | 665,941 | |||||||
Short-term borrowings and current portion of long-term debt | 11,287 | 12,477 | ||||||
$ | 641,241 | $ | 653,464 | |||||
We have $150 million in aggregate principal amount of 10 year senior notes due May 2, 2016 issued in a private placement. The notes bear interest at 5.98%, payable semi-annually on November 2 and May 2. As of September 30, 2013, $150,000 of the senior notes was outstanding. | ||||||||
Our Amended and Restated Credit Agreement (the “Credit Agreement”) provides us with an $850 million revolving credit facility which may be increased by an additional uncommitted $150 million provided certain conditions are met. The Credit Agreement expires in August 2017. Borrowings may be used to provide working capital, finance capital expenditures and permitted acquisitions, refinance certain existing indebtedness and for other lawful corporate purposes. The Credit Agreement provides for multicurrency borrowings in Euros, Pounds Sterling and Canadian Dollars as well as other currencies which may be designated. In addition, certain wholly-owned foreign subsidiaries of the Company may be designated as co-borrowers. The Credit Agreement contains restrictive covenants usual and customary for facilities of its type, which include, with specified exceptions, limitations on our ability to engage in certain business activities, incur debt, have liens, make capital expenditures, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The Credit Agreement also requires that we satisfy certain financial covenants, such as maintaining a consolidated interest coverage ratio (as defined) of no less than 4.0 to 1.0 and a consolidated leverage ratio (as defined) of no more than 3.5 to 1.0, which consolidated leverage ratio may increase to no more than 4.0 to 1.0 for the four full fiscal quarters following a permitted acquisition. Our obligations under the Credit Agreement are guaranteed by all of our existing and future domestic subsidiaries, subject to certain exceptions. As of September 30, 2013, there were $491,194 of borrowings outstanding under the Credit Agreement. | ||||||||
The Credit Agreement provides that loans will bear interest at rates based on (a) the Eurocurrency Rate, as defined in the Credit Agreement, plus a rate ranging from 0.875% to 2.00% per annum or (b) the Base Rate, as defined in the Credit Agreement, plus a rate ranging from 0.00% to 1.00% per annum, the relevant rate being the Applicable Rate. The Applicable Rate will be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement. Swing line loans will bear interest at the Base Rate plus the Applicable Rate. Additionally, the Credit Agreement contains a Commitment Fee, as defined in the Credit Agreement, on the amount unused under the Credit Agreement ranging from 0.20% to 0.35% per annum. Such Commitment Fee is determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement. | ||||||||
We also maintain short-term borrowing arrangements for several of our United Kingdom subsidiaries that permit borrowings, up to a total of £15,000, based on a defined percentage of the value of sales invoices and receivables. The outstanding borrowings under these arrangements as of September 30, 2013 were £6,865 ($11,077 at the September 30, 2013 exchange rate) and are classified as current liabilities in the Condensed Consolidated Balance Sheet. |
Income_Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
INCOME TAXES | |
The effective income tax rate from continuing operations was 24.4% and 27.7% for the three months ended September 30, 2013 and 2012, respectively. The Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. | |
The effective tax rate for the three months ended September 30, 2013 was lower than the comparable period of the prior year primarily as a result of a reduction in the carrying value of net deferred tax liabilities of $3,777 resulting from further reductions in the statutory tax rate in the United Kingdom enacted in the first quarter of fiscal 2014. This was partially offset by an increase in the reserve for unrecognized tax benefits of $550 relating to an additional estimated liability associated with the ongoing IRS audit. | |
The effective income tax rates differed from the federal statutory rate primarily due to the items noted previously, as well as the effect of the mix of taxable income by jurisdiction and state and local income taxes. |
Accumulated_Other_Comprehensve
Accumulated Other Comprehensve Income (Notes) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Changes in Components of Accumulated Other Comprehensive Income [Abstract] | ' | |||||||||||||||
Comprehensive Income (Loss) Note [Text Block] | ' | |||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ||||||||||||||||
The following table presents the changes in the balances of each component of accumulated other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation adjustments | Unrealized gain on available for sale investment | Deferred gains on cash flow hedging instruments | Total | |||||||||||||
Balance as of June 30, 2013 | $ | (30,797 | ) | $ | 2,747 | $ | 799 | $ | (27,251 | ) | ||||||
Other comprehensive income (loss) before reclassifications (1) | 43,642 | (174 | ) | (455 | ) | 43,013 | ||||||||||
Amounts reclassified into (income) loss (2) | — | — | (99 | ) | (99 | ) | ||||||||||
Net other comprehensive income (loss) for the three months ended September 30, 2013 | 43,642 | (174 | ) | (554 | ) | 42,914 | ||||||||||
Balance as of September 30, 2013 | $ | 12,845 | $ | 2,573 | $ | 245 | $ | 15,663 | ||||||||
-1 | Foreign currency translation adjustments include intra-entity foreign currency transactions that are of a long-term investment nature of $11,485 for the three months ended September 30, 2013. | |||||||||||||||
-2 | Amounts reclassified into income for deferred gains on cash flow hedging instruments are recorded in cost of sales in the Condensed Consolidated Statement of Income and for the three months ended September 30, 2013 were $132 before taxes. |
Stock_Based_Compensation_And_I
Stock Based Compensation And Incentive Performance Plans | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Stock Based Compensation And Incentive Performance Plans | ' | |||||||
STOCK BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS | ||||||||
The Company has two shareholder-approved plans, the Amended and Restated 2002 Long Term Incentive and Stock Award Plan and the 2000 Directors Stock Plan, under which the Company’s officers, senior management, other key employees, consultants and directors may be granted options to purchase the Company’s common stock or other forms of equity-based awards. | ||||||||
Compensation cost and related income tax benefits recognized in the Condensed Consolidated Statements of Income for stock based compensation plans were as follows: | ||||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Compensation cost (included in selling, general and administrative expense) | $ | 3,237 | $ | 2,892 | ||||
Related income tax benefit | $ | 1,235 | $ | 1,097 | ||||
Stock Options | ||||||||
A summary of our stock option activity for the three months ended September 30, 2013 is as follows: | ||||||||
Number of Options | Weighted | Weighted Average Contractual Life (years) | Aggregate Intrinsic Value | |||||
Average | ||||||||
Exercise | ||||||||
Price | ||||||||
Options outstanding at June 30, 2013 | 1,778,752 | $18.88 | ||||||
Exercised | (29,831 | ) | $19.44 | |||||
Options outstanding at September 30, 2013 | 1,748,921 | $18.88 | 2.4 | $ | 101,853 | |||
Options exercisable at September 30, 2013 | 1,705,596 | $18.90 | 2.4 | $ | 99,301 | |||
Three Months ended September 30, | ||||||||
2013 | 2012 | |||||||
Intrinsic value of options exercised | $ | 1,754 | $ | 11,610 | ||||
Cash received from stock option exercises | $ | 580 | $ | 4,417 | ||||
Tax benefit recognized from stock option exercises | $ | 684 | $ | 3,583 | ||||
At September 30, 2013, there was $31 of unrecognized compensation expense related to stock option awards, which will be recognized over a weighted average period of approximately 0.1 years. | ||||||||
Restricted Stock | ||||||||
A summary of our restricted stock and restricted share units activity for the three months ended September 30, 2013 is as follows: | ||||||||
Number of Shares and Units | Weighted | |||||||
Average Grant | ||||||||
Date Fair | ||||||||
Value | ||||||||
(per share) | ||||||||
Non-vested restricted stock and restricted share units at June 30, 2013 | 773,568 | $42.44 | ||||||
Granted | 8,078 | $72.79 | ||||||
Vested | (23,294 | ) | $50.27 | |||||
Forfeited | (2,595 | ) | $43.77 | |||||
Non-vested restricted stock and restricted share units at September 30, 2013 | 755,757 | $42.52 | ||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Fair value of restricted stock and restricted share units granted | $ | 588 | $ | 16,151 | ||||
Fair value of shares vested | $ | 1,794 | $ | 388 | ||||
Tax benefit recognized from restricted shares vesting | $ | 700 | $ | 144 | ||||
On July 3, 2012, the Company entered into a Restricted Stock Agreement (the “Agreement”) with Irwin D. Simon, the Company’s Chairman, President and Chief Executive Officer. The Agreement provides for a grant of 400,000 shares of restricted stock (the “Shares”), the vesting of which is both market and time-based. The market condition is satisfied in increments of 100,000 Shares upon the Company’s common stock achieving four share price targets. On the last day of any forty-five (45) consecutive trading day period during which the average closing price of the Company’s common stock on the NASDAQ Global Select Market equals or exceeds the following prices: $62.50, $72.50, $82.50 and $100.00, respectively, the market condition for each increment of 100,000 Shares will be satisfied. The market conditions must be satisfied prior to June 30, 2017. Once each market condition has been satisfied, a tranche of 100,000 Shares will vest in equal amounts annually over a five-year period commencing on the first anniversary of the achievement of the market condition. Except in the case of a change of control, termination without cause, death or disability (each as defined in Mr. Simon’s Employment Agreement), the unvested Shares are subject to forfeiture unless Mr. Simon remains employed through the applicable market and time vesting periods. The grant date fair value for each tranche was separately estimated based on a Monte Carlo simulation that calculated the likelihood of goal attainment and the time frame most likely for goal attainment. The total grant date fair value of the Shares was estimated to be $16,151. On September 28, 2012, the first market condition was satisfied, and on August 27, 2013, the second market condition was satisfied. As such, the first two tranches of 100,000 Shares are expected to vest in equal amounts over the five-year period commencing on the first anniversary of the date the market condition for the respective tranche was satisfied. | ||||||||
At September 30, 2013, $17,428 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards, inclusive of the Shares, is expected to be recognized over a weighted-average period of approximately 2.7 years. | ||||||||
Long-Term Incentive Plan | ||||||||
The Company maintains a long-term incentive program (the “LTI Plan”). The LTI Plan currently consists of one two-year performance-based long-term incentive plan (the “2013-2014 LTIP”) that provides for a combination of equity grants and performance awards that can be earned over the two year period. Participants in the LTI Plan include our executive officers, including the Chief Executive Officer, and certain other key executives. | ||||||||
The Compensation Committee administers the LTI Plan and is responsible for, among other items, establishing the target values of awards to participants and selecting the specific performance factors for such awards. At the end of each performance period, the Compensation Committee determines, at its sole discretion, the specific payout to each participant. Such awards may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee, provided that any such stock-based awards shall be issued pursuant to and be subject to the terms and conditions of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan, as in effect and as amended from time to time. Upon the adoption of the 2013-2014 LTIP, the Compensation Committee granted an initial award to each participant in the form of equity-based instruments (restricted stock or restricted share units), for a portion of the individual target awards (the “Initial Equity Grants”). A portion of these Initial Equity Grants are subject to time vesting requirements and a portion are also subject to the achievement of minimum performance goals. The Initial Equity Grants are expensed over the respective vesting periods on a straight-line basis. The payment of the actual awards earned at the end of the applicable performance period, if any, will be reduced by the value of the Initial Equity Grants. | ||||||||
The Compensation Committee determined that the target values previously set under the LTI Plan covering the 2012 and 2013 fiscal years (the “2012-2013 LTIP”) were achieved and approved the payment of awards to the participants. After deducting the value of the Initial Equity Grants, the awards related to the 2012-2013 LTIP totaled $7,356 (which were settled by the issuance of 95,484 unrestricted shares of the Company’s common stock in the first quarter of fiscal 2014). | ||||||||
The Company has recorded expense (in addition to the stock based compensation expense associated with the Initial Equity Grants) of $2,284 and $1,835 for the three months ended September 30, 2013 and 2012, respectively, related to LTI plans. |
Investments_And_Joint_Ventures
Investments And Joint Ventures | 3 Months Ended |
Sep. 30, 2013 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Investments And Joint Ventures | ' |
INVESTMENTS AND JOINT VENTURES | |
Equity method investments | |
At September 30, 2013, the Company owned 48.7% of Hain Pure Protein. This investment is accounted for under the equity method of accounting. The carrying value of our investment of $28,295 is included in the Condensed Consolidated Balance Sheet in “Investments and joint ventures” and our advances to HPP of $6,022, which are due no later than July 1, 2014, are included in “Prepaid expenses and other current assets.” The Company previously provided advances to HPP when it was a consolidated subsidiary to finance its operations. Simultaneously with the dilution of the Company’s interest in HPP in June 2009 and its deconsolidation, HPP entered into a separate credit agreement. The Company and HPP entered into a subordination agreement covering the outstanding advances at the date of deconsolidation. The subordination agreement allows for prepayments of the advances based on HPP’s meeting certain conditions under its credit facility. | |
At September 30, 2013, the Company also owned 50.0% of a joint venture, Hutchison Hain Organic Holdings Limited (“HHO”), with Chi-Med, a majority owned subsidiary of Hutchison Whampoa Limited. HHO markets and distributes certain of the Company’s brands in Hong Kong, China and other markets. Voting control of the joint venture is shared 50/50 between the Company and Chi-Med, although, in the event of a deadlock, Chi-Med has the ability to cast the deciding vote. The carrying value of our investment and advances to HHO of $1,853 are included in the Condensed Consolidated Balance Sheet in “Investments and joint ventures.” The investment is being accounted for under the equity method of accounting. | |
Available-For-Sale Securities | |
The Company has a less than 1% equity ownership interest in Yeo Hiap Seng Limited (“YHS”), a Singapore based natural food and beverage company listed on the Singapore Exchange, which is accounted for as an available-for-sale security. The fair value of this security was $10,951 at September 30, 2013 and $11,237 at June 30, 2013 (cost basis of $6,696 as of both dates) and is included in “Investments and joint ventures,” with the related unrealized gain or loss, net of tax, included in “Accumulated other comprehensive income” in the Condensed Consolidated Balance Sheets. |
Financial_Instruments_Measured
Financial Instruments Measured At Fair Value | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Financial Instruments Measured At Fair Value | ' | |||||||||||||||
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE | ||||||||||||||||
The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: | ||||||||||||||||
• | Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||
• | Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |||||||||||||||
• | Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||||
The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of September 30, 2013: | ||||||||||||||||
Total | Quoted | Significant | Significant | |||||||||||||
prices in | other | unobservable | ||||||||||||||
active | observable | inputs | ||||||||||||||
markets | inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 16,000 | — | $ | 16,000 | — | ||||||||||
Forward foreign currency contracts | 387 | — | 387 | — | ||||||||||||
Available for sale securities | 10,951 | $ | 10,951 | — | — | |||||||||||
$ | 27,338 | $ | 10,951 | $ | 16,387 | — | ||||||||||
Liabilities: | ||||||||||||||||
Forward foreign currency contracts | $ | 58 | — | $ | 58 | — | ||||||||||
Contingent consideration, of which $12,774 is noncurrent | 23,318 | — | — | $ | 23,318 | |||||||||||
Total | $ | 23,376 | — | 58 | $ | 23,318 | ||||||||||
The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2013: | ||||||||||||||||
Total | Quoted | Significant | Significant | |||||||||||||
prices in | other | unobservable | ||||||||||||||
active | observable | inputs | ||||||||||||||
markets | inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 6,200 | — | $ | 6,200 | — | ||||||||||
Forward foreign currency contracts | 1,066 | — | 1,066 | — | ||||||||||||
Available for sale securities | 11,237 | $ | 11,237 | — | — | |||||||||||
$ | 18,503 | $ | 11,237 | $ | 7,266 | — | ||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration, of which $12,531 is noncurrent | $ | 22,814 | — | — | $ | 22,814 | ||||||||||
Total | $ | 22,814 | — | — | $ | 22,814 | ||||||||||
Available for sale securities consist of the Company’s investment in YHS (see Note 13). Fair value is measured using the market approach based on quoted prices. The Company utilizes the income approach to measure fair value for its foreign currency forward contracts. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates, and forward prices. | ||||||||||||||||
In connection with the acquisitions of BluePrint in December 2012, Cully & Sully in April 2012 and GG UniqeFiber AS in January 2011, payment of a portion of the respective purchase prices are contingent upon the achievement of certain operating results. We estimated the original fair value of the contingent consideration as the present value of the expected contingent payments, determined using the weighted probabilities of the possible payments. We are required to reassess the fair value of contingent payments on a periodic basis. During the fourth quarter of fiscal 2013, the Company’s reassessment resulted in additional expense of $2,337 related to BluePrint. The significant inputs used in these estimates include numerous possible scenarios for the payments based on the contractual terms of the contingent consideration, for which probabilities are assigned to each scenario, which are then discounted based on an individual risk analysis of the respective liabilities (weighted average discount rate of 8.0% for the outstanding liabilities as of September 30, 2013). Although we believe our assumptions are reasonable, different assumptions or changes in the future may result in different estimated amounts. A one percentage point change in the discount rates used would result in a change to the recorded liability of approximately $300 as of September 30, 2013. | ||||||||||||||||
The following table summarizes the Level 3 activity: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
30-Sep-13 | ||||||||||||||||
Balance as of June 30, 2013 | $ | 22,814 | ||||||||||||||
Contingent consideration adjustment and accretion of | 238 | |||||||||||||||
interest expense, net | ||||||||||||||||
Translation adjustment | 266 | |||||||||||||||
Balance as of September 30, 2013 | $ | 23,318 | ||||||||||||||
There were no transfers of financial instruments between the three levels of fair value hierarchy during the three months ended September 30, 2013 or 2012. | ||||||||||||||||
Cash Flow Hedges | ||||||||||||||||
The Company primarily has exposure to changes in foreign currency exchange rates relating to certain anticipated cash flows from its international operations. To reduce that risk, the Company may enter into certain derivative financial instruments, when available on a cost-effective basis, to manage such risk. Derivative financial instruments are not used for speculative purposes. | ||||||||||||||||
The Company utilizes foreign currency contracts to hedge forecasted transactions, primarily intercompany transactions, on certain foreign currencies and designates these derivative instruments as foreign currency cash flow hedges when appropriate. The notional and fair value amounts of the Company’s foreign exchange derivative contracts at September 30, 2013 were $26,208 and $329 of net assets. There were $29,916 of notional amount and $1,066 of net assets of foreign exchange derivative contracts outstanding at June 30, 2013. The fair value of these derivatives is included in prepaid expenses and other current assets and accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. For these derivatives, which qualify as hedges of probable forecasted cash flows, the effective portion of changes in fair value is temporarily reported in accumulated other comprehensive income and recognized in earnings when the hedged item affects earnings. These foreign exchange contracts have maturities over the next 10 months. | ||||||||||||||||
The Company assesses effectiveness at the inception of the hedge and on a quarterly basis. These assessments determine whether derivatives designated as qualifying hedges continue to be highly effective in offsetting changes in the cash flows of hedged items. Any ineffective portion of change in fair value is not deferred in accumulated other comprehensive income and is included in current period results. For the three months ended September 30, 2013 and 2012, the impact of hedge ineffectiveness on earnings was not significant. The Company will discontinue cash flow hedge accounting when the forecasted transaction is no longer probable of occurring on the originally forecasted date or when the hedge is no longer effective. There were no discontinued foreign exchange hedges for the three months ended September 30, 2013 and 2012. |
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments And Contingencies | ' |
COMMITMENTS AND CONTINGENCIES | |
From time to time, the Company may be a party to a number of legal actions, proceedings, audits, tax audits, claims and disputes, arising in the ordinary course of business, including those with current and former customers over amounts owed. While any action, proceeding, audit or claim contains an element of uncertainty and may materially affect the Company’s cash flows and results of operations in a particular quarter or year, based on current facts and circumstances, the Company’s management believes that the outcome of such actions, proceedings, audits, claims and disputes will not have a material adverse effect on the Company’s business, prospects, results of operations, financial condition or cash flows. |
Segment_Information
Segment Information | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ' | |||||||
Segment Information | ' | |||||||
SEGMENT INFORMATION | ||||||||
Our operations are managed by geography and are comprised of four operating segments: United States, United Kingdom, Canada and Europe. The United States and the United Kingdom are currently reportable segments, while Canada and Europe do not currently meet the quantitative thresholds for reporting and are therefore combined and reported as “Rest of World.” | ||||||||
Net sales and operating profit are the primary measures used by our Chief Operating Decision Maker (“CODM”) to evaluate segment operating performance and to decide how to allocate resources to segments. Our CODM is the Company’s Chief Executive Officer. Expenses related to certain centralized administration functions that are not specifically related to an operating segment are included in “Corporate and other.” Corporate and other expenses are comprised mainly of the compensation and related expenses of certain of the Company’s senior executive officers and other selected employees who perform duties related to our entire enterprise, as well as expenses for certain professional fees, facilities, and other items which benefit the Company as a whole. Additionally, acquisition related expenses and restructuring charges are included in “Corporate and other.” Expenses that are managed centrally but can be attributed to a segment, such as employee benefits, are principally allocated based on headcount. Assets are reviewed by the CODM on a consolidated basis and are not reported by operating segment. | ||||||||
The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. | ||||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Net Sales: | ||||||||
United States | $ | 311,995 | $ | 252,647 | ||||
United Kingdom | 113,995 | 57,948 | ||||||
Rest of World | 51,494 | 49,212 | ||||||
$ | 477,484 | $ | 359,807 | |||||
Operating Income: | ||||||||
United States | $ | 46,366 | $ | 36,517 | ||||
United Kingdom | 1,911 | (1,026 | ) | |||||
Rest of World | 2,914 | 4,406 | ||||||
$ | 51,191 | $ | 39,897 | |||||
Corporate and other (1) | (11,419 | ) | (7,621 | ) | ||||
$ | 39,772 | $ | 32,276 | |||||
-1 | Includes $3,021 and $641 of acquisition related expenses, restructuring and integration charges for the three months ended September 30, 2013 and 2012, respectively, of which $725 is recorded in cost of sales for the three months ended September 30, 2013. | |||||||
The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic area are as follows: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
United States | $ | 141,717 | $ | 149,240 | ||||
Canada | 10,173 | 10,057 | ||||||
United Kingdom | 138,540 | 122,620 | ||||||
Europe | 28,062 | 27,064 | ||||||
$ | 318,492 | $ | 308,981 | |||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”). The amounts as of and for the periods ended June 30, 2013 are derived from the Company’s audited annual financial statements. The consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods. Operating results for the three months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014. Please refer to the footnotes to our consolidated financial statements as of June 30, 2013 and for the fiscal year then ended included in our Annual Report on Form 10-K for information not included in these condensed footnotes. | |
All amounts in our consolidated financial statements and tables have been rounded to the nearest thousand, except share and per share amounts, unless otherwise indicated. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Computation Of Basic And Diluted Earnings Per Share | ' | |||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Numerator: | ||||||||
Income from continuing operations | $ | 27,655 | $ | 19,788 | ||||
Loss from discontinued operations, net of tax | — | (3,402 | ) | |||||
Net income | $ | 27,655 | $ | 16,386 | ||||
Denominator (in thousands): | ||||||||
Denominator for basic earnings per share - weighted average shares outstanding during the period | 47,706 | 45,017 | ||||||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units | 1,228 | 1,552 | ||||||
Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions | 48,934 | 46,569 | ||||||
Basic net income per common share: | ||||||||
From continuing operations | $ | 0.58 | $ | 0.44 | ||||
From discontinued operations | — | (0.08 | ) | |||||
Net income per common share - basic | $ | 0.58 | $ | 0.36 | ||||
Diluted net income per common share: | ||||||||
From continuing operations | $ | 0.57 | $ | 0.42 | ||||
From discontinued operations | — | (0.07 | ) | |||||
Net income per common share - diluted | $ | 0.57 | $ | 0.35 | ||||
Acquisitions_and_Disposals_Tab
Acquisitions and Disposals (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | |||||||||||||||
The following table summarizes the components of the preliminary purchase price allocations for the fiscal 2013 acquisitions: | ||||||||||||||||
UK Ambient Grocery Brands | BluePrint | Ella’s Kitchen | Total | |||||||||||||
Purchase price: | ||||||||||||||||
Cash paid | $ | 273,246 | $ | 16,679 | $ | 58,437 | $ | 348,362 | ||||||||
Equity issued | 48,061 | 9,525 | 45,050 | 102,636 | ||||||||||||
Fair value of contingent consideration | — | 13,491 | — | 13,491 | ||||||||||||
$ | 321,307 | $ | 39,695 | $ | 103,487 | $ | 464,489 | |||||||||
Allocation: | ||||||||||||||||
Current assets | $ | 29,825 | $ | 2,742 | $ | 27,749 | $ | 60,316 | ||||||||
Property, plant and equipment | 39,150 | 3,173 | 672 | 42,995 | ||||||||||||
Identifiable intangible assets | 118,020 | 18,980 | 49,669 | 186,669 | ||||||||||||
Assumed liabilities | (1,959 | ) | (2,189 | ) | (17,653 | ) | (21,801 | ) | ||||||||
Deferred income taxes | 2,882 | — | (11,955 | ) | (9,073 | ) | ||||||||||
Goodwill | 133,389 | 16,989 | 55,005 | 205,383 | ||||||||||||
$ | 321,307 | $ | 39,695 | $ | 103,487 | $ | 464,489 | |||||||||
Unaudited Pro Forma Results Of Operations | ' | |||||||||||||||
The following table provides unaudited pro forma results of continuing operations for the three months ended September 30, 2012, as if all of the above acquisitions had been completed at the beginning of fiscal year 2013. Pro forma results of continuing operations are not provided for the three months ended September 30, 2013 as there were no acquisitions completed during such period. The following pro forma combined results of continuing operations have been provided for illustrative purposes only, and do not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results. The adjustments include amortization expense associated with acquired identifiable intangible assets, interest expense associated with bank borrowings to fund the acquisitions and elimination of transactions costs incurred that are directly related to the transactions and do not have a continuing impact on operating results from continuing operations. | ||||||||||||||||
Three Months Ended September 30, 2012 | ||||||||||||||||
Net sales from continuing operations | $ | 444,248 | ||||||||||||||
Net income from continuing operations | $ | 23,312 | ||||||||||||||
Net income per common share from continuing operations - diluted | $ | 0.48 | ||||||||||||||
Discontinued_Operations_Discon
Discontinued Operations Discontinued Operations (Tables) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||
Schedule of Operating Results for Discontinued Operations [Table Text Block] | ' | |||
Three Months Ended September 30, 2012 | ||||
Net sales | $ | 12,231 | ||
Operating loss | $ | (447 | ) | |
Loss on sale of business, net of tax | $ | (3,086 | ) | |
Loss from discontinued operations, net of tax | $ | (3,402 | ) |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory, Net [Abstract] | ' | |||||||
Components Of Inventories | ' | |||||||
Inventories consisted of the following: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
Finished goods | $ | 171,598 | $ | 163,288 | ||||
Raw materials, work-in-progress and packaging | 95,477 | 86,887 | ||||||
$ | 267,075 | $ | 250,175 | |||||
Property_Plant_And_Equipment_T
Property, Plant And Equipment (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property, plant and equipment consisted of the following: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
Land | $ | 16,630 | $ | 16,149 | ||||
Buildings and improvements | 64,080 | 61,480 | ||||||
Machinery and equipment | 281,250 | 264,198 | ||||||
Furniture and fixtures | 10,351 | 9,774 | ||||||
Leasehold improvements | 19,059 | 17,760 | ||||||
Construction in progress | 4,182 | 4,669 | ||||||
395,552 | 374,030 | |||||||
Less: Accumulated depreciation and amortization | 144,189 | 138,189 | ||||||
$ | 251,363 | $ | 235,841 | |||||
Goodwill_And_Other_Intangible_1
Goodwill And Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Changes In Carrying Amount Of Goodwill | ' | |||||||||||||||||||
Changes in the carrying amount of goodwill by reportable segment for the three months ended September 30, 2013 were as follows: | ||||||||||||||||||||
US | United Kingdom | Rest of World | Total | |||||||||||||||||
Balance as of June 30, 2013 (a) | $ | 574,558 | $ | 232,849 | $ | 68,699 | $ | 876,106 | ||||||||||||
Acquisition activity | 8,080 | 14,180 | — | 22,260 | ||||||||||||||||
Translation and other adjustments, net | 2,542 | 14,121 | 1,561 | 18,224 | ||||||||||||||||
Balance as of September 30, 2013 (a) | $ | 585,180 | $ | 261,150 | $ | 70,260 | $ | 916,590 | ||||||||||||
(a) | The total carrying value of goodwill for all periods in the table above is reflected net of $42,029 of accumulated impairment charges recorded during fiscal 2009 which relate to the Company’s United Kingdom and Europe operating segments. | |||||||||||||||||||
Components Of Trademarks And Other Intangible Assets | ' | |||||||||||||||||||
The following table reflects the components of trademarks and other intangible assets: | ||||||||||||||||||||
September 30, | June 30, | |||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
Non-amortized intangible assets: | ||||||||||||||||||||
Trademarks and tradenames | $ | 371,204 | $ | 376,700 | ||||||||||||||||
Amortized intangible assets: | ||||||||||||||||||||
Other intangibles | 155,793 | 156,728 | ||||||||||||||||||
Less: accumulated amortization | (39,465 | ) | (35,193 | ) | ||||||||||||||||
Net carrying amount | $ | 487,532 | $ | 498,235 | ||||||||||||||||
Amortization Expense | ' | |||||||||||||||||||
Amortization expense included in continuing operations was as follows: | ||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Amortization of intangible assets | $ | 3,468 | $ | 2,685 | ||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||||||||
Expected amortization expense over the next five fiscal years is as follows: | ||||||||||||||||||||
Fiscal Year ended June 30, | ||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Estimated amortization expense | $ | 14,435 | $ | 13,405 | $ | 12,270 | $ | 11,807 | $ | 11,804 | ||||||||||
Debt_and_Borrowings_Debt_and_B
Debt and Borrowings Debt and Borrowings (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
Debt and borrowings consisted of the following: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
Senior Notes | $ | 150,000 | $ | 150,000 | ||||
Revolving Credit Agreement borrowings payable to banks | 491,194 | 503,384 | ||||||
United Kingdom short-term borrowing facility | 11,077 | 11,779 | ||||||
Other borrowings | 257 | 778 | ||||||
652,528 | 665,941 | |||||||
Short-term borrowings and current portion of long-term debt | 11,287 | 12,477 | ||||||
$ | 641,241 | $ | 653,464 | |||||
Accumulated_Other_Comprehensve1
Accumulated Other Comprehensve Income (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Changes in Components of Accumulated Other Comprehensive Income [Abstract] | ' | |||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||
The following table presents the changes in the balances of each component of accumulated other comprehensive income (loss): | ||||||||||||||||
Foreign currency translation adjustments | Unrealized gain on available for sale investment | Deferred gains on cash flow hedging instruments | Total | |||||||||||||
Balance as of June 30, 2013 | $ | (30,797 | ) | $ | 2,747 | $ | 799 | $ | (27,251 | ) | ||||||
Other comprehensive income (loss) before reclassifications (1) | 43,642 | (174 | ) | (455 | ) | 43,013 | ||||||||||
Amounts reclassified into (income) loss (2) | — | — | (99 | ) | (99 | ) | ||||||||||
Net other comprehensive income (loss) for the three months ended September 30, 2013 | 43,642 | (174 | ) | (554 | ) | 42,914 | ||||||||||
Balance as of September 30, 2013 | $ | 12,845 | $ | 2,573 | $ | 245 | $ | 15,663 | ||||||||
-1 | Foreign currency translation adjustments include intra-entity foreign currency transactions that are of a long-term investment nature of $11,485 for the three months ended September 30, 2013. | |||||||||||||||
-2 | Amounts reclassified into income for deferred gains on cash flow hedging instruments are recorded in cost of sales in the Condensed Consolidated Statement of Income and for the three months ended September 30, 2013 were $132 before taxes. |
Stock_Based_Compensation_And_I1
Stock Based Compensation And Incentive Performance Plans (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Compensation Cost And Related Income Tax Benefits Recognized | ' | |||||||
Compensation cost and related income tax benefits recognized in the Condensed Consolidated Statements of Income for stock based compensation plans were as follows: | ||||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Compensation cost (included in selling, general and administrative expense) | $ | 3,237 | $ | 2,892 | ||||
Related income tax benefit | $ | 1,235 | $ | 1,097 | ||||
Summary Of Stock Option Activity | ' | |||||||
A summary of our stock option activity for the three months ended September 30, 2013 is as follows: | ||||||||
Number of Options | Weighted | Weighted Average Contractual Life (years) | Aggregate Intrinsic Value | |||||
Average | ||||||||
Exercise | ||||||||
Price | ||||||||
Options outstanding at June 30, 2013 | 1,778,752 | $18.88 | ||||||
Exercised | (29,831 | ) | $19.44 | |||||
Options outstanding at September 30, 2013 | 1,748,921 | $18.88 | 2.4 | $ | 101,853 | |||
Options exercisable at September 30, 2013 | 1,705,596 | $18.90 | 2.4 | $ | 99,301 | |||
Schedule Of Cash Proceeds Received From Share-Based Payment Awards | ' | |||||||
Three Months ended September 30, | ||||||||
2013 | 2012 | |||||||
Intrinsic value of options exercised | $ | 1,754 | $ | 11,610 | ||||
Cash received from stock option exercises | $ | 580 | $ | 4,417 | ||||
Tax benefit recognized from stock option exercises | $ | 684 | $ | 3,583 | ||||
Non-Vested Restricted Stock And Restricted Share Unit Awards | ' | |||||||
A summary of our restricted stock and restricted share units activity for the three months ended September 30, 2013 is as follows: | ||||||||
Number of Shares and Units | Weighted | |||||||
Average Grant | ||||||||
Date Fair | ||||||||
Value | ||||||||
(per share) | ||||||||
Non-vested restricted stock and restricted share units at June 30, 2013 | 773,568 | $42.44 | ||||||
Granted | 8,078 | $72.79 | ||||||
Vested | (23,294 | ) | $50.27 | |||||
Forfeited | (2,595 | ) | $43.77 | |||||
Non-vested restricted stock and restricted share units at September 30, 2013 | 755,757 | $42.52 | ||||||
Restricted Stock Grant Information | ' | |||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Fair value of restricted stock and restricted share units granted | $ | 588 | $ | 16,151 | ||||
Fair value of shares vested | $ | 1,794 | $ | 388 | ||||
Tax benefit recognized from restricted shares vesting | $ | 700 | $ | 144 | ||||
Financial_Instruments_Measured1
Financial Instruments Measured At Fair Value (Tables) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | |||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ' | ||||||||||||||||||||||||||||||
Assets And Liabilities Measured At Fair Value On A Recurring Basis | ' | ' | ||||||||||||||||||||||||||||||
The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of September 30, 2013: | The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2013: | |||||||||||||||||||||||||||||||
Total | Quoted | Significant | Significant | Total | Quoted | Significant | Significant | |||||||||||||||||||||||||
prices in | other | unobservable | prices in | other | unobservable | |||||||||||||||||||||||||||
active | observable | inputs | active | observable | inputs | |||||||||||||||||||||||||||
markets | inputs | (Level 3) | markets | inputs | (Level 3) | |||||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 1) | (Level 2) | |||||||||||||||||||||||||||||
Assets: | Assets: | |||||||||||||||||||||||||||||||
Cash equivalents | $ | 16,000 | — | $ | 16,000 | — | Cash equivalents | $ | 6,200 | — | $ | 6,200 | — | |||||||||||||||||||
Forward foreign currency contracts | 387 | — | 387 | — | Forward foreign currency contracts | 1,066 | — | 1,066 | — | |||||||||||||||||||||||
Available for sale securities | 10,951 | $ | 10,951 | — | — | Available for sale securities | 11,237 | $ | 11,237 | — | — | |||||||||||||||||||||
$ | 27,338 | $ | 10,951 | $ | 16,387 | — | $ | 18,503 | $ | 11,237 | $ | 7,266 | — | |||||||||||||||||||
Liabilities: | Liabilities: | |||||||||||||||||||||||||||||||
Forward foreign currency contracts | $ | 58 | — | $ | 58 | — | Contingent consideration, of which $12,531 is noncurrent | $ | 22,814 | — | — | $ | 22,814 | |||||||||||||||||||
Contingent consideration, of which $12,774 is noncurrent | 23,318 | — | — | $ | 23,318 | Total | $ | 22,814 | — | — | $ | 22,814 | ||||||||||||||||||||
Total | $ | 23,376 | — | 58 | $ | 23,318 | ||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ' | ||||||||||||||||||||||||||||||
The following table summarizes the Level 3 activity: | ||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
30-Sep-13 | ||||||||||||||||||||||||||||||||
Balance as of June 30, 2013 | $ | 22,814 | ||||||||||||||||||||||||||||||
Contingent consideration adjustment and accretion of | 238 | |||||||||||||||||||||||||||||||
interest expense, net | ||||||||||||||||||||||||||||||||
Translation adjustment | 266 | |||||||||||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 23,318 | ||||||||||||||||||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||
The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. | ||||||||
Three Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Net Sales: | ||||||||
United States | $ | 311,995 | $ | 252,647 | ||||
United Kingdom | 113,995 | 57,948 | ||||||
Rest of World | 51,494 | 49,212 | ||||||
$ | 477,484 | $ | 359,807 | |||||
Operating Income: | ||||||||
United States | $ | 46,366 | $ | 36,517 | ||||
United Kingdom | 1,911 | (1,026 | ) | |||||
Rest of World | 2,914 | 4,406 | ||||||
$ | 51,191 | $ | 39,897 | |||||
Corporate and other (1) | (11,419 | ) | (7,621 | ) | ||||
$ | 39,772 | $ | 32,276 | |||||
-1 | Includes $3,021 and $641 of acquisition related expenses, restructuring and integration charges for the three months ended September 30, 2013 and 2012, respectively, of which $725 is recorded in cost of sales for the three months ended September 30, 2013. | |||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] | ' | |||||||
The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic area are as follows: | ||||||||
September 30, | June 30, | |||||||
2013 | 2013 | |||||||
United States | $ | 141,717 | $ | 149,240 | ||||
Canada | 10,173 | 10,057 | ||||||
United Kingdom | 138,540 | 122,620 | ||||||
Europe | 28,062 | 27,064 | ||||||
$ | 318,492 | $ | 308,981 | |||||
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 205,187 | 300,000 |
Earnings_Per_Share_Computation
Earnings Per Share (Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' |
Income (Loss) from Continuing Operations Attributable to Parent | $27,655 | $19,788 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | -3,402 |
Net Income (Loss) Attributable to Parent | $27,655 | $16,386 |
Denominator for basic earnings per share - weighted average shares outstanding during the period | 47,706 | 45,017 |
Effect of dilutive stock options and unvested restricted stock | 1,228 | 1,552 |
Diluted | 48,934 | 46,569 |
Income (Loss) from Continuing Operations, Per Basic Share | $0.58 | $0.44 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share | $0 | ($0.08) |
Basic net income per share | $0.58 | $0.36 |
Income (Loss) from Continuing Operations, Per Diluted Share | $0.57 | $0.42 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | $0 | ($0.07) |
Diluted net income per share | $0.57 | $0.35 |
Acquisitions_and_Disposals_Acq
Acquisitions and Disposals Acquisitions and Disposals (Fiscal 2013) (Narrative) (Details) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | 2-May-13 | Jun. 30, 2013 | Dec. 21, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Oct. 27, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
USD ($) | USD ($) | USD ($) | GBP (£) | Ella's Kitchen [Member] | Ella's Kitchen [Member] | Ella's Kitchen [Member] | BluePrint [Member] | BluePrint [Member] | Fruit Business [Member] | Fruit Business [Member] | UK Ambient Grocery Brands [Member] | UK Ambient Grocery Brands [Member] | UK Ambient Grocery Brands [Member] | Fiscal 2013 Acquisitions [Member] | Customer Relationships [Member] | Noncompete Agreements [Member] | Trade Names [Member] | |
USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | USD ($) | USD ($) | Fiscal 2013 Acquisitions [Member] | Fiscal 2013 Acquisitions [Member] | Fiscal 2013 Acquisitions [Member] | |||||
USD ($) | USD ($) | USD ($) | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired Finite-lived Intangible Asset, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $46,232 | $1,100 | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years 7 months | '3 years | ' |
Acquired Indefinite-lived Intangible Asset, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 139,337 |
Payments to Acquire Businesses, Net of Cash Acquired | -481 | 0 | ' | ' | 58,437 | 37,571 | ' | ' | ' | ' | ' | ' | ' | ' | 348,362 | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | 687,779 | 687,779 | ' | 174,267 | ' | ' | ' | 836,426 | 836,426 | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 102,636 | ' | ' | ' | ' | ' | 45,050 | ' | 9,525 | ' | ' | ' | ' | 48,061 | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | ' | 82,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | 13,491 | ' | ' | ' | ' | ' | 0 | ' | 13,491 | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Cash Paid | ' | ' | ' | ' | ' | ' | ' | 16,679 | ' | 1,600 | 1,000 | 273,246 | 169,708 | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses, Net of Cash Divested | ' | ' | 15,132 | 9,641 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | ' | -2,503 | -3,616 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $0 | ($3,086) | ($4,200) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Disposals_Com
Acquisitions and Disposals (Components Of Preliminary Purchase Price Allocations) (Details) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Oct. 27, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 21, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | 2-May-13 | Sep. 30, 2013 |
USD ($) | USD ($) | USD ($) | UK Ambient Grocery Brands [Member] | UK Ambient Grocery Brands [Member] | UK Ambient Grocery Brands [Member] | UK Ambient Grocery Brands [Member] | BluePrint [Member] | BluePrint [Member] | BluePrint [Member] | Ella's Kitchen [Member] | Ella's Kitchen [Member] | Ella's Kitchen [Member] | Ella's Kitchen [Member] | Fiscal 2013 Acquisitions [Member] | |
USD ($) | USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | USD ($) | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | $464,489 | ' | ' | $321,307 | ' | ' | ' | $39,695 | ' | ' | $103,487 | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | 13,491 | ' | ' | ' | ' | ' | 0 | ' | ' | 13,491 | ' | ' | ' | 0 | ' |
Goodwill | 916,590 | ' | 876,106 | ' | ' | ' | 133,389 | ' | ' | 16,989 | ' | ' | ' | 55,005 | 205,383 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | -9,073 | ' | ' | ' | ' | ' | 2,882 | ' | ' | 0 | ' | ' | ' | -11,955 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | -21,801 | ' | ' | ' | ' | ' | -1,959 | ' | ' | -2,189 | ' | ' | ' | -17,653 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 186,669 | ' | ' | ' | ' | ' | 118,020 | ' | ' | 18,980 | ' | ' | ' | 49,669 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 42,995 | ' | ' | ' | ' | ' | 39,150 | ' | ' | 3,173 | ' | ' | ' | 672 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 60,316 | ' | ' | ' | ' | ' | 29,825 | ' | ' | 2,742 | ' | ' | ' | 27,749 | ' |
Business Acquisition, Cost of Acquired Entity, Cash Paid | ' | ' | ' | ' | 273,246 | 169,708 | ' | ' | 16,679 | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | -481 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,437 | 37,571 | ' | 348,362 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 102,636 | ' | ' | ' | ' | ' | 48,061 | ' | ' | 9,525 | ' | ' | ' | 45,050 | ' |
Total purchase price allocation | $464,489 | ' | ' | ' | ' | ' | $321,307 | ' | ' | $39,695 | ' | ' | ' | $103,487 | ' |
Acquisitions_and_Disposals_Acq1
Acquisitions and Disposals Acquisitions and Disposals (Acquisition Related Costs) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' |
Business Combination, Acquisition Related Costs | $725 | $605 |
Acquisitions_and_Disposals_Una
Acquisitions and Disposals (Unaudited Pro Forma Results Of Operations) (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 |
Business Combinations [Abstract] | ' |
Business Acquisition, Pro Forma Revenue | $444,248 |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | $23,312 |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $0.48 |
Discontinued_Operations_Discon1
Discontinued Operations Discontinued Operations (Summary of Operating Results) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' |
Net sales | ' | $12,231 | ' |
Operating loss | ' | -447 | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 0 | -3,086 | -4,200 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $0 | ($3,402) | ' |
Inventories_Components_Of_Inve
Inventories (Components Of Inventories) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventory, Net [Abstract] | ' | ' |
Finished Goods | $171,598 | $163,288 |
Raw materials, work-in-progress and packaging | 95,477 | 86,887 |
Total inventories | $267,075 | $250,175 |
Property_Plant_And_Equipment_C
Property, Plant And Equipment (Components Of Property, Plant And Equipment) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Land | $16,630 | $16,149 |
Buildings and improvements | 64,080 | 61,480 |
Machinery and equipment | 281,250 | 264,198 |
Furniture and fixtures | 10,351 | 9,774 |
Leasehold improvements | 19,059 | 17,760 |
Construction in progress | 4,182 | 4,669 |
Property, plant and equipment, gross | 395,552 | 374,030 |
Less: Accumulated depreciation and amortization | 144,189 | 138,189 |
Property, plant and equipment, net | $251,363 | $235,841 |
Goodwill_And_Other_Intangible_2
Goodwill And Other Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Intangible assets deemed to have a finite life | $155,793 |
Finite-Lived Intangible Assets, Remaining Amortization Period | '12 years 8 months |
Finite-Lived Intangible Assets [Line Items] | ' |
Goodwill, Impaired, Accumulated Impairment Loss | $42,029 |
Minimum [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '3 years |
Maximum [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '25 years |
Goodwill_And_Other_Intangible_3
Goodwill And Other Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Goodwill | $876,106 |
Goodwill, Acquired During Period | 22,260 |
Goodwill, Translation Adjustments | 18,224 |
Goodwill | 916,590 |
United States [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill | 574,558 |
Goodwill, Acquired During Period | 8,080 |
Goodwill, Translation Adjustments | 2,542 |
Goodwill | 585,180 |
United Kingdom [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill | 232,849 |
Goodwill, Acquired During Period | 14,180 |
Goodwill, Translation Adjustments | 14,121 |
Goodwill | 261,150 |
All Other Segments [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill | 68,699 |
Goodwill, Acquired During Period | 0 |
Goodwill, Translation Adjustments | 1,561 |
Goodwill | $70,260 |
Goodwill_And_Other_Intangible_4
Goodwill And Other Intangible Assets (Components Of Trademarks And Other Intangible Assets) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Net carrying amount | $487,532 | $498,235 |
Trademarks And Tradenames [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Trademarks and tradenames | 371,204 | 376,700 |
Other Intangibles [Member] | ' | ' |
Indefinite-lived Intangible Assets [Line Items] | ' | ' |
Other intangibles | 155,793 | 156,728 |
Less: accumulated amortization | ($39,465) | ($35,193) |
Goodwill_And_Other_Intangible_5
Goodwill And Other Intangible Assets (Amortization Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization of All Intangible Assets including those not acquired in business combinations | $3,468 | $2,685 |
Goodwill_And_Other_Intangible_6
Goodwill And Other Intangible Assets (Expected Amortization Expense Over Next Five Fiscal Years) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' |
Estimated amortization expense, 2014 | $14,435 |
Estimated amortization expense, 2015 | 13,405 |
Estimated amortization expense, 2016 | 12,270 |
Estimated amortization expense, 2017 | 11,807 |
Estimated amortization expense, 2018 | $11,804 |
Debt_and_Borrowings_Narrative_
Debt and Borrowings (Narrative) (Details) | 3 Months Ended | 3 Months Ended | |||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | |
USD ($) | USD ($) | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Eurocurrency Rate [Member] | Eurocurrency Rate [Member] | Base Rate [Member] | Base Rate [Member] | Foreign Line of Credit [Member] | Foreign Line of Credit [Member] | Foreign Line of Credit [Member] | |
USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | USD ($) | GBP (£) | USD ($) | |||
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of senior notes | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes term, in years | '10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes maturity date | 2-May-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes interest percentage | 5.98% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes outstanding | 150,000,000 | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility expiration date | 31-Aug-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest coverage ratio | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Potential Incremental Borrowing Capacity Post-Amendment | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding under credit agreement | ' | ' | 491,194,000 | 503,384,000 | ' | ' | ' | ' | ' | ' | 11,077,000 | 6,865,000 | 11,779,000 |
Revolving credit facility | ' | ' | $850,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | £ 15,000,000 | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | 0.88% | 2.00% | 0.00% | 1.00% | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | 0.20% | 0.35% | ' | ' | ' | ' | ' | ' | ' |
Debt_and_Borrowings_Debt_and_B1
Debt and Borrowings Debt and Borrowings (Components of Debt) (Details) | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Foreign Line of Credit [Member] | Foreign Line of Credit [Member] | Foreign Line of Credit [Member] |
USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | |||
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Senior notes outstanding | $150,000 | $150,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | 491,194 | 503,384 | 11,077 | 6,865 | 11,779 |
Capital Lease Obligations | 257 | 778 | ' | ' | ' | ' | ' |
Long-term Debt | 652,528 | 665,941 | ' | ' | ' | ' | ' |
Current portion of long-term debt | 11,287 | 12,477 | ' | ' | ' | ' | ' |
Long-term debt, less current portion | $641,241 | $653,464 | ' | ' | ' | ' | ' |
Income_Taxes_Income_Taxes_Narr
Income Taxes Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $3,777 |
Tax Adjustments, Settlements, and Unusual Provisions | $550 |
Accumulated_Other_Comprehensve2
Accumulated Other Comprehensve Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($27,251) | ' |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 43,013 | ' |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | -99 | ' |
Other Comprehensive Income (Loss), Net of Tax | 42,914 | 12,875 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 15,663 | ' |
Accumulated Translation Adjustment [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -30,797 | ' |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 43,642 | ' |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | ' |
Other Comprehensive Income (Loss), Net of Tax | 43,642 | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 12,845 | ' |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 2,747 | ' |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | -174 | ' |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | ' |
Other Comprehensive Income (Loss), Net of Tax | -174 | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 2,573 | ' |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 799 | ' |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | -455 | ' |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | -99 | ' |
Other Comprehensive Income (Loss), Net of Tax | -554 | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 245 | ' |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 132 | ' |
Intra-entity foreign currency transactions [Member] | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | $11,485 | ' |
Stock_Based_Compensation_And_I2
Stock Based Compensation And Incentive Performance Plans (Other Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Other Labor-related Expenses | $2,284 | $1,835 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | 31 | ' |
2012-2013 LTIP Expense After Deducting Initial Equity Grants | 7,356 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options | $17,428 | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | '1 month | ' |
Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | '2 years 8 months | ' |
Performance Based [Member] | Long Term Incentive Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | 95,484 |
Stock_Based_Compensation_And_I3
Stock Based Compensation And Incentive Performance Plans (Compensation Cost And Related Income Tax Benefits Recognized) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Compensation cost (included in selling, general and administrative expense) | $3,237 | $2,892 |
Related income tax benefit | $1,235 | $1,097 |
Stock_Based_Compensation_And_I4
Stock Based Compensation And Incentive Performance Plans (Summary Of Stock Option Activity) (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Options, Outstanding, Number (beginning of period) | 1,778,752 |
Options, Outstanding, Weighted Average Exercise Price (beginning of period) | $18.88 |
Options, Exercises in Period | -29,831 |
Options, Exercises in Period, Weighted Average Exercise Price | $19.44 |
Options, Outstanding, Number (end of period) | 1,748,921 |
Options, Outstanding, Weighted Average Exercise Price (end of period) | $18.88 |
Options, Exercisable, Number | 1,705,596 |
Options, Exercisable, Weighted Average Exercise Price | $18.90 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '2 years 5 months |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $101,853 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | '2 years 5 months |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $99,301 |
Stock_Based_Compensation_And_I5
Stock Based Compensation And Incentive Performance Plans (Schedule Of Cash Proceeds Received From Share-Based Payment Awards) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Intrinsic value of options exercised | $1,754 | $11,610 |
Cash received from stock option exercises | 580 | 4,417 |
Tax benefit recognized from stock option exercises | $684 | $3,583 |
Stock_Based_Compensation_And_I6
Stock Based Compensation And Incentive Performance Plans (Non-Vested Restricted Stock And Restricted Share Unit Awards) (Details) (USD $) | 3 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Non-vested restricted stock and units - beginning of year, Number of Shares and Units | 773,568 |
Non-vested restricted stock and units - beginning of year, Weighted Average Grant Date Fair Value (per share) | $42.44 |
Granted, Number of Shares and Units | 8,078 |
Granted, Weighted Average Grant Date Fair Value (per share) | $72.79 |
Vested, Number of Shares and Units | -23,294 |
Vested, Weighted Average Grant Date Fair Value (per share) | $50.27 |
Forfeited, Number of Shares and Units | -2,595 |
Forfeited, Weighted Average Grant Date Fair Value (per share) | $43.77 |
Non-vested restricted stock and units - end of year, Number of Shares and Units | 755,757 |
Non-vested restricted stock and units - end of year, Weighted Average Grant Date Fair Value (per share) | $42.52 |
Stock_Based_Compensation_And_I7
Stock Based Compensation And Incentive Performance Plans (Restricted Stock Grant Information) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Fair value of restricted stock and restricted stock units granted | $588 | $16,151 |
Fair value of shares vested | 1,794 | 388 |
Tax benefit recognized from restricted shares vesting | $700 | $144 |
Stock_Based_Compensation_And_I8
Stock Based Compensation And Incentive Performance Plans Stock Based Compensation And Incentive Performance Plans (CEO July 2012 Grant) (Details) (USD $) | Jul. 03, 2012 |
In Thousands, except Share data, unless otherwise specified | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
CEO Grant July 2012 Total Shares | 400,000 |
CEO Grant July 2012 Share Tranche | 100,000 |
CEO Grant July 2012 Market Price Target Tranche 1 | $62.50 |
CEO Grant July 2012 Market Price Target Tranche 2 | $72.50 |
CEO Grant July 2012 Market Price Target Tranche 3 | $82.50 |
CEO Grant July 2012 Market Price Target Tranche 4 | $100 |
CEO Grant July 2012 Total Fair Value | $16,151 |
Investments_And_Joint_Ventures1
Investments And Joint Ventures (Equity Method Investments) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Equity Method Investments [Line Items] | ' | ' |
Carrying value of investments | $41,099 | $46,799 |
Hain Pure Protein Joint Venture [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity Method Investment, Ownership Percentage | 48.70% | ' |
Carrying value of investments | 28,295 | ' |
Advances to affiliate | 6,022 | ' |
Hutchison Hain Organic Holdings Limited [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity Method Investment, Ownership Percentage | 50.00% | ' |
Advances to affiliate | $1,853 | ' |
Investments_And_Joint_Ventures2
Investments And Joint Ventures Investments And Joint Ventures (Available for Sale Securities) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 |
Investments, Debt and Equity Securities [Abstract] | ' | ' |
Cost-Method Investment, Percentage Of Ownership | 1.00% | ' |
Available for sale securities | $10,951 | $11,237 |
Available-for-sale Securities, Amortized Cost Basis | $6,696 | ' |
Financial_Instruments_Measured2
Financial Instruments Measured At Fair Value (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 |
Fair Value Disclosures [Abstract] | ' | ' |
Fair Value Inputs, Discount Rate | 8.00% | ' |
Estimated Change in Contingent Liability with 1 Percent Change in DIscount Rate | $300 | ' |
Fair value amounts of foreign exchange derivative contracts, net assets (liabilities) | -329 | -1,066 |
Foreign exchange contracts, maturities | '10 months | ' |
Foreign Currency Cash Flow Hedge Derivative at Fair Value, Net | 329 | 1,066 |
Restructuring Charges in Corporate Segment Recorded in COGS | 725 | ' |
Derivative, Notional Amount | 26,208 | 29,916 |
Discontinued foreign exchange hedges | 0 | ' |
Transfers Of Financial Instruments Between Levels | 0 | ' |
BluePrint [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent Consideration Discrete Adjustment | $2,337 | ' |
Financial_Instruments_Measured3
Financial Instruments Measured At Fair Value (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | $16,000 | $6,200 |
Available for sale securities | 10,951 | 11,237 |
Assets total | 27,338 | 18,503 |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 23,318 | 22,814 |
Liabilities total | 23,376 | 22,814 |
Fair Value Measurement Contingent Consideration Noncurrent | 12,774 | 12,531 |
Quoted Prices In Active Markets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available for sale securities | 10,951 | 11,237 |
Assets total | 10,951 | 11,237 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 16,000 | 6,200 |
Assets total | 16,387 | 7,266 |
Liabilities total | 58 | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 23,318 | 22,814 |
Liabilities total | 23,318 | 22,814 |
Forward Foreign Currency Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivatives designated as hedging instruments, assets | 387 | 1,066 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | 58 | ' |
Forward Foreign Currency Contracts [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivatives designated as hedging instruments, assets | 387 | 1,066 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | $58 | ' |
Financial_Instruments_Measured4
Financial Instruments Measured At Fair Value (Summary Of Level 3 Activity) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | $22,814 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | -238 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss) | 266 |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | $23,318 |
Segment_Information_Segment_Da
Segment Information (Segment Data) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | $477,484 | $359,807 |
Operating Income (Loss) | 39,772 | 32,276 |
United States [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | 311,995 | 252,647 |
Operating Income (Loss) | 46,366 | 36,517 |
United Kingdom [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | 113,995 | 57,948 |
Operating Income (Loss) | 1,911 | -1,026 |
All Other Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenues | 51,494 | 49,212 |
Operating Income (Loss) | 2,914 | 4,406 |
Total Segment Operating Income [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Operating Income (Loss) | 51,191 | 39,897 |
Corporate and Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Operating Income (Loss) | ($11,419) | ($7,621) |
Segment_Information_Segment_In
Segment Information Segment Information (Long-lived Assets) (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile | $141,717 | $149,240 |
Disclosure on Geographic Areas Long-Lived Assets | 318,492 | 308,981 |
Canada [Member] | ' | ' |
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile | 10,173 | 10,057 |
United Kingdom [Member] | ' | ' |
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile | 138,540 | 122,620 |
Europe [Member] | ' | ' |
Disclosure on Geographic Areas, Long-Lived Assets in Entity's Country of Domicile | $28,062 | $27,064 |
Segment_Information_Segment_In1
Segment Information Segment Information (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting [Abstract] | ' | ' |
Total Acquisition & Restructuring Charges included in Corporate Segment | $3,021 | $641 |
Restructuring Charges in Corporate Segment Recorded in COGS | $725 | ' |