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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Mar. 31, 2011	May 04, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
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 Common Stock, Shares Outstanding		43,456,601

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2011	Jun. 30, 2010
ASSETS
Cash and cash equivalents	$ 25,571	$ 17,266
Accounts receivable, less allowance for doubtful accounts of $1,525 and $1,574	141,981	114,215
Inventories	166,959	157,012
Deferred income taxes	11,018	10,738
Prepaid expenses and other current assets	16,408	14,586
Total current assets	361,937	313,817
Property, plant and equipment, net	110,131	106,985
Goodwill	569,181	516,455
Trademarks and other intangible assets, net	220,572	198,129
Investment in and advances to equity-method investees	44,869	46,041
Other assets	18,896	16,660
Total assets	1,325,586	1,198,087
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	89,375	91,435
Accrued expenses and other current liabilities	89,011	37,847
Income taxes payable	12,380	9,530
Current portion of long-term debt	512	38
Total current liabilities	191,278	138,850
Long-term debt, less current portion	236,761	225,004
Deferred income taxes	42,755	38,283
Other noncurrent liabilities	15,546	30,227
Total liabilities	486,340	432,364
Commitments and contingencies
Stockholders' equity:
Preferred stock - $.01 par value, authorized 5,000,000 shares, no shares issued
Common stock - $.01 par value, authorized 100,000,000 shares, issued 44,485,260 and 43,646,677 shares	445	437
Additional paid-in capital	571,327	548,782
Retained earnings	283,038	240,904
Accumulated other comprehensive income	2,764	(6,871)
Total stockholders' equity including treasury stock	857,574	783,252
Less: 1,101,676 and 1,072,705 shares of treasury stock, at cost	(18,328)	(17,529)
Total stockholders' equity	839,246	765,723
Total liabilities and stockholders' equity	$ 1,325,586	$ 1,198,087

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2011	Jun. 30, 2010
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts	$ 1,525	$ 1,574
Preferred stock - par value	$ 0.01	$ 0.01
Preferred stock - authorized	5,000,000	5,000,000
Preferred stock - issued	0	0
Common stock - par value	$ 0.01	$ 0.01
Common stock - authorized	100,000,000	100,000,000
Common stock - issued	44,485,260	43,646,677
Treasury stock - shares	1,101,676	1,072,705

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2011	Mar. 31, 2010	Mar. 31, 2011	Mar. 31, 2010
Condensed Consolidated Statements of Income
Net sales	$ 288,386	$ 222,098	$ 838,225	$ 694,549
Cost of sales	205,822	160,596	600,167	501,339
Gross profit	82,564	61,502	238,058	193,210
Selling, general and administrative expenses	53,664	42,161	158,814	131,907
Acquisition related expenses and restructuring charges	(1,920)		169	2,936
Operating income	30,820	19,341	79,075	58,367
Interest and other expenses, net	2,851	2,024	8,835	8,581
Income before income taxes and equity in earnings of equity-method investees	27,969	17,317	70,240	49,786
Provision for income taxes	11,076	14,008	28,601	26,073
Equity in net (income) loss of equity-method investees	121	653	(495)	1,785
Net income	$ 16,772	$ 2,656	$ 42,134	$ 21,928
Net income per common share:
Basic	$ 0.39	$ 0.07	$ 0.98	$ 0.54
Diluted	$ 0.38	$ 0.06	$ 0.95	$ 0.53
Shares used in the calculation of net income per common share:
Basic	43,202	40,838	42,985	40,771
Diluted	44,711	41,383	44,321	41,298

Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Mar. 31, 2011 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance - shares at Jun. 30, 2010		43,646,677			1,072,705
Balance - value at Jun. 30, 2010	$ 765,723	$ 437	$ 548,782	$ 240,904	$ (17,529)	$ (6,871)
Issuance of common stock pursuant to stock compensation plans, shares		596,398
Issuance of common stock pursuant to stock compensation plans, value	8,224	$ 6	8,218
Issuance of common stock in connection with acquisition, shares		242,185
Issuance of common stock in connection with acquisition, value	4,736	$ 2	4,734
Stock based compensation income tax effects	2,305		2,305
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares					28,971
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, value	(799)				$ (799)
Stock based compensation charge	7,288		7,288
Net income	42,134			42,134
Translation adjustments	10,161					10,161
Change in deferred gains on cash flow hedging instruments, net of tax	(750)					(750)
Change in unrealized loss on available for sale investment, net of tax	224					224
Balance - shares at Mar. 31, 2011		44,485,260			1,101,676
Balance - value at Mar. 31, 2011	$ 839,246	$ 445	$ 571,327	$ 283,038	$ (18,328)	$ 2,764

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income	$ 42,134	$ 21,928
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	17,661	14,062
Deferred income taxes	(2,385)	4,971
Equity in net (income) loss of equity-method investees	(495)	1,785
Stock based compensation	7,288	5,212
Loss on write-down of investment		1,210
Tax benefit from stock based compensation	2,305	559
Contingent consideration expense reduction	(3,687)
Interest accretion on contingent consideration	1,378
Other non-cash items, net	103	345
Increase (decrease) in cash attributable to changes in operating assets and liabilities, net of amounts applicable to acquisitions:
Accounts receivable	(21,003)	(3,404)
Inventories	(1,921)	5,068
Other current assets	(1,252)	2,126
Other assets	(4,787)	(1,448)
Accounts payable and accrued expenses	1,527	(24,441)
Income taxes	3,565	10,618
Net cash provided by operating activities	40,431	38,591
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Acquisitions, net of cash acquired	(45,317)	(344)
Purchases of property and equipment	(7,842)	(7,354)
Proceeds from disposals of property and equipment	1,544	43
Repayments from (advances to) equity-method investees, net	1,672	1,807
Net cash used in investing activities	(49,943)	(5,848)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from exercises of stock options, net of related expenses	8,224	1,089
Borrowings (repayments) under bank revolving credit facility	11,100	(33,330)
Repayments of other long-term debt	(16)	(78)
Shares withheld for payment of employee payroll taxes	(799)	(405)
Net cash provided by (used in) financing activities	18,509	(32,724)
Effect of exchange rate changes on cash	(692)	(452)
Net increase (decrease) in cash and cash equivalents	8,305	(433)
Cash and cash equivalents at beginning of period	17,266	41,408
Cash and cash equivalents at end of period	$ 25,571	$ 40,975

General

9 Months Ended

Mar. 31, 2011

General

General

1.	GENERAL

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 natural and organic products under brand names which are sold as "better-for-you" products. We are a leader in many natural and organic product categories, with such well-known brands as Earth's Best^®, Celestial Seasonings^®, Terra^®, Garden of Eatin'^®, Sensible Portions^®, Rice Dream^®, Soy Dream^®, Almond Dream^®, Imagine^®, WestSoy^®, The Greek Gods^®, Ethnic Gourmet^®, Rosetto^®, Arrowhead Mills^®, MaraNatha^®, SunSpire^®, Health Valley^®, Spectrum Naturals^®, Spectrum Essentials^®, Lima^®, Danival^®, GG UniqueFiber^™, Yves Veggie Cuisine^®, DeBoles^®, Linda McCartney^® (under license) and Daily Bread™. Our natural personal care products are marketed under the Avalon Organics^®, Alba Botanica^®, JASON^®, Zia^®, Queen Helene^® and Earth's Best TenderCare^® brands. Our household cleaning products are marketed under the Martha Stewart Clean^™ (under license) brand.

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 co-branded infant and toddler feeding products and market and distribute selected Hain Celestial brands in Hong Kong, China and other markets. These investments are accounted for under the equity method of accounting.

We operate in one business segment: the manufacturing, distribution and marketing of natural and organic products. In our 2010 fiscal year, approximately 40% of our revenues were derived from products that were manufactured within our own facilities with 60% produced by various co-packers.

In the Notes to Condensed Consolidated Financial Statements, all dollar amounts, except per share data, are in thousands unless otherwise indicated. References to 2011, 2010 or other years or fiscal 2011 or 2010 refer to our fiscal year ended June 30 of that year.

Management evaluated all events and transactions occurring after the balance sheet date through the filing of this quarterly report on Form 10-Q.

Basis of Presentation

9 Months Ended

Mar. 31, 2011

Basis of Presentation

Basis of Presentation

2.	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. The amounts as of and for the periods ended June 30, 2010 are derived from the Company's audited annual financial statements. The condensed 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 and nine months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending June 30, 2011. Please refer to the footnotes to our consolidated financial statements as of June 30, 2010 and for the year then ended included in our Annual Report on Form 10-K for information not included in these condensed footnotes.

Newly Adopted Accounting Pronouncements

In the first quarter of fiscal 2011 we adopted new accounting guidance included in Accounting Standards Codification ("ASC") 810, "Consolidation," regarding the consolidation of variable interest entities. The standard includes guidance for determining whether an entity is a variable interest entity and replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance. It also requires an ongoing reassessment of whether an entity is the primary beneficiary, and it requires additional disclosures about an enterprise's involvement in variable interest entities. The adoption of the guidance did not have any impact on our results of operations or financial condition.

Recently Issued Accounting Pronouncements Not Yet Effective

In December 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-28, "Intangibles-Goodwill and Other (Topic 350), When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force)," which provides updated authoritative guidance related to performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The qualitative factors that an entity should consider when evaluating whether it is more likely than not that a goodwill impairment exists are consistent with the existing guidance for determining whether an impairment exists between annual tests. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption, which for the Company is our fiscal year beginning July 1, 2011. We do not expect this standard to have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, "Disclosure of Supplementary Pro Forma Information for Business Combinations." The amendments in this standard specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This standard also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this ASU are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. This standard is therefore effective for the Company for acquisitions made on or after July 1, 2011. We do not expect the pro forma disclosure requirements under this standard to have a material impact on our consolidated financial statements.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

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+ Details

Earnings per Share

9 Months Ended

Mar. 31, 2011

Earnings per Share

Earnings per Share

3.	EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2011		2010		2011		2010
Numerator:
Net income	$	16,772	$	2,656	$	42,134	$	21,928

Denominator (in thousands):
Denominator for basic earnings per share - weighted average shares outstanding during the period		43,202		40,838		42,985		40,771
Effect of dilutive stock options and unvested restricted stock		1,509		545		1,336		527

Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions		44,711		41,383		44,321		41,298

Basic net income per share	$	0.39	$	0.07	$	0.98	$	0.54

Diluted net income per share	$	0.38	$	0.06	$	0.95	$	0.53

Basic earnings per share excludes the dilutive effects of stock options and unvested restricted stock. Diluted earnings per share includes only the dilutive effects of common stock equivalents such as stock options. Anti-dilutive stock options, restricted stock and restricted stock units totaling 591,000 for the three months and 833,000 for the nine months ended March 31, 2011 and 2,599,000 for the three months and 2,629,000 for the nine months ended March 31, 2010 were excluded from our earnings per share calculations.

Comprehensive Income

9 Months Ended

Mar. 31, 2011

Comprehensive Income

Comprehensive Income

4.	COMPREHENSIVE INCOME

The components of comprehensive income were as follows:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2011			2010			2011			2010
Net income	$	16,772		$	2,656		$	42,134		$	21,928
Other comprehensive income (loss):
Foreign currency translation adjustments, net		4,738			(1,861	)		10,161			4,905
Change in deferred gains (losses) on cash flow hedging instruments, net of tax		(242	)		(3	)		(750	)		(657	)
Change in unrealized loss on available-for-sale investment, net of tax		(60	)		(478	)		224			267

Comprehensive income	$	21,208		$	314		$	51,769		$	26,443

Accumulated other comprehensive income (loss) consisted of the following:


	March 31, 2011			June 30, 2010
Foreign currency translation adjustment	$	3,423		$	(6,738	)
Unrealized loss on available for sale securities		(61	)		(285	)
Deferred gains (losses) on hedging instruments		(598	)		152

Total accumulated other comprehensive loss	$	2,764		$	(6,871	)

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

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+ Details

Acquisitions

9 Months Ended

Mar. 31, 2011

Acquisitions

Acquisitions

5.	ACQUISITIONS

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 intangible assets acquired based on their estimated fair values. The excess of the purchase price over the fair value of the identified assets and liabilities has been recorded as goodwill.

Fiscal 2011

On February 4, 2011, we acquired Danival SAS, a manufacturer of certified organic food products based in France, for cash consideration of €19.0 million ($26.0 million, based on the transaction date exchange rate). Danival's product line includes over 200 branded organic sweet and salted grocery, fruit, vegetable and delicatessen products currently distributed in Europe. The Danival acquisition complements the organic food line of our Lima brand in Europe and is expected to provide additional opportunities to us through expanded distribution of Danival's products in Europe, the United States and Asia. Identifiable intangible assets acquired consisted of customer relationships and the trade name. The purchase price allocation (summarized below) includes the identified intangible assets which are recorded at their estimated fair values based on preliminary valuations, which may change based on the final valuation. Any change in the estimated fair value of the net assets will change the amount of the purchase price allocable to goodwill. The trade name intangible relates to the "Danival" brand name, which has an indefinite life, and therefore, is not amortized. The customer relationship intangible asset is being amortized on a straight-line basis over its estimated useful life. The goodwill recorded of $10.7 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. The goodwill is not deductible for tax purposes. The amounts of revenue and earnings from the Danival acquisition included in our results since February 4, 2011 were not significant.

On January 28, 2011, we acquired GG UniqueFiber AS, a manufacturer of all natural high fiber crackers based in Norway. GG UniqueFiber's products are distributed through independent distributors in the United States, the United Kingdom and continental Europe. The acquisition broadens our offerings of whole grain and high fiber products, for which we believe we can provide expanded distribution. The acquisition of GG UniqueFiber was completed for cash consideration of Norwegian kroner ("NOK") 25.0 million ($4.3 million based on the transaction date exchange rate) plus up to NOK 25.0 million ($4.3 million) of additional contingent consideration based upon the achievement of specified operating results, of which the Company recorded NOK 19.4 million ($3.4 million) as the fair value at the acquisition date. Identifiable intangible assets acquired consisted of customer relationships and the trade name. The purchase price allocation (summarized below) was based upon a provisional valuation, 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 will change the amount of the purchase price allocable to goodwill. The goodwill recorded of $4.8 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. The goodwill is not deductible for tax purposes. The amounts of revenue and earnings from the GG UniqueFiber acquisition included in our results since January 28, 2011 were not significant.

On July 2, 2010, we acquired substantially all of the assets and business, including The Greek Gods brand of Greek-style yogurt products, and assumed certain liabilities of 3 Greek Gods, LLC ("Greek Gods"). Greek Gods develops, produces, markets and sells The Greek Gods brand of Greek-style yogurt products into various sales channels. The acquisition of The Greek Gods brand expanded our refrigerated product offerings. The acquisition was completed for initial cash consideration of $16.3 million, and 242,185 shares of the Company's common stock, valued at $4.8 million, plus up to $25.8 million of additional contingent consideration based upon the achievement of specified operating results in fiscal 2011 and 2012. The Company recorded $22.9 million as the fair value of the contingent consideration at the acquisition date. The Company is required to reassess the fair value of the contingent consideration on a periodic basis. During the nine months ended March 31, 2011, we increased our liability for the contingent consideration and recorded an additional expense of $0.4 million. The increase in the liability resulted from the actual attainment of the first year's target results, which will result in a payment of $15.4 million during the fourth quarter of fiscal 2011, and our current projection of the second year's financial results. Identifiable intangible assets acquired consisted of customer relationships and the trade name. The trade name intangible relates to "The Greek Gods" brand name, which has an indefinite life, and therefore, is not amortized. The customer relationship intangible asset is being amortized on a straight-line basis over its estimated useful life. The goodwill recorded of $23.7 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including entry into the yogurt category and use of our existing infrastructure to expand sales of the acquired business products. The goodwill is expected to be deductible for tax purposes.

The following table summarizes the components of the purchase price allocations for the fiscal 2011 acquisitions:


	Greek Gods			GG UniqueFiber			Danival			Total
Purchase price:
Cash paid	$	16,277		$	4,333		$	26,038		$	46,648
Equity issued		4,785			—			—			4,785
Fair value of contingent consideration		22,900			3,363			—			26,263

	$	43,962		$	7,696		$	26,038		$	77,696

Allocation:
Current assets	$	2,172		$	481		$	8,638		$	11,291
Property, plant and equipment		—			673			3,078			3,751
Identifiable intangible assets		18,800			2,563			10,946			32,309
Assumed liabilities		(696	)		(526	)		(5,239	)		(6,461	)
Deferred tax liabilities		—			(291	)		(2,095	)		(2,386	)

Total identifiable net assets		20,276			2,900			15,328			38,504
Goodwill		23,686			4,796			10,710			39,192

	$	43,962		$	7,696		$	26,038		$	77,696

Acquisition costs related to the 2011 acquisitions have been expensed as incurred and are included in "Acquisition related expenses and restructuring charges" in the Consolidated Statement of Operations. Total acquisition-related costs of approximately $3.0 million, offset by a net reversal of $3.7 million of contingent consideration, were expensed in the nine months ended March 31, 2011.

Fiscal 2010

On June 15, 2010, we acquired substantially all of the assets and business of World Gourmet Marketing, L.L.C. ("World Gourmet"), including its Sensible Portions brand snack products and assumed certain liabilities for cash consideration of $50.9 million, 1,558,442 shares of the Company's common stock, valued at $35.4 million, plus up to $30.0 million of additional contingent consideration based upon the achievement of specified operating results in fiscal 2011, of which the Company recorded $26.6 million as the fair value at the acquisition date. We reassessed the fair value of the contingent consideration at March 31, 2011, which resulted in a decrease to the carrying value of the liability of $4.1 million. The reduction resulted from the current estimate of earnings before interest, taxes, depreciation and amortization, or EBITDA, as defined in the purchase agreement, being lower than originally projected. During the quarter ended September 30, 2010, the Company completed its analysis of the fair values at the date of acquisition which resulted in a reallocation of $7.0 million from identified intangible assets to goodwill.

On June 15, 2010, we also acquired Churchill Food Products Limited ("Churchill"), a manufacturer and distributor of food-to-go products in the United Kingdom. The acquisition of Churchill was completed for cash consideration of £1.3 million (approximately $1.9 million based on the transaction date exchange rate) plus up to £1.8 million (approximately $2.8 million) of additional contingent consideration based upon the achievement of specified operating results in fiscal 2011 and 2012, of which the Company recorded £1.3 million (approximately $2.0 million) as the fair value at the acquisition date. We reassessed the fair value of the contingent consideration at March 31, 2011, which resulted in no change to the carrying value of the liability.

The following table provides unaudited pro forma results of operations for the three months and nine months ended March 31, 2011 and 2010 as if all of the above acquisitions had been completed at the beginning of fiscal year 2009. The following pro forma combined results of 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 in fiscal 2011 that are directly related to the transactions and do not have a continuing impact on operating results.


	Three months ended				Nine months ended
	March 31, 2011		March 31, 2010		March 31, 2011		March 31, 2010
Pro forma net sales	$	289,927	$	249,645	$	849,373	$	769,029
Pro forma net income	$	15,468	$	4,712	$	42,492	$	25,199
Pro forma earnings per common share - diluted	$	0.35	$	0.11	$	0.96	$	0.58

This information has not been adjusted to reflect any changes in the operations of the businesses subsequent to 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 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 period presented or of future operations of the combined companies under our management.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
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+ Details

Inventories

9 Months Ended

Mar. 31, 2011

Inventories

Inventories

6.	INVENTORIES

Inventories consisted of the following:


	March 31, 2011		June 30, 2010
Finished goods	$	110,062	$	102,472
Raw materials, work-in-progress and packaging		56,897		54,540

	$	166,959	$	157,012

Property, Plant and Equipment

9 Months Ended

Mar. 31, 2011

Property, Plant and Equipment

Property, Plant and Equipment

7.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:


	March 31, 2011		June 30, 2010
Land	$	9,149	$	9,106
Buildings and improvements		41,481		37,957
Machinery and equipment		154,460		138,748
Furniture and fixtures		7,834		6,660
Leasehold improvements		1,869		3,477
Construction in progress		5,225		4,496

		220,018		200,444
Less: Accumulated depreciation and amortization		109,887		93,459

	$	110,131	$	106,985

Goodwill and Other Intangible Assets

9 Months Ended

Mar. 31, 2011

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

8.	GOODWILL AND OTHER INTANGIBLE ASSETS

The Company performs its annual goodwill impairment test on the first day of its fiscal fourth quarter. 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 its carrying value, an interim test is performed.

Changes in the carrying amount of goodwill for the nine months ended March 31, 2011 were as follows:


	Goodwill		Accumulated Impairment Losses			Net Carrying Value
Balance as of June 30, 2010:	$	558,484	$	(42,029	)	$	516,455
Additions		39,192		—			39,192
Changes in goodwill on fiscal 2010 acquisitions		8,179		—			8,179
Translation adjustments, net		5,355		—			5,355

Balance as of March 31, 2011:	$	611,210	$	(42,029	)	$	569,181

The addition to goodwill in the nine months ended March 31, 2011 of $39.2 million related to the acquisitions of Danival SAS, GG UniqueFiber SA and the assets and business of 3 Greek Gods LLC. During the nine months ended March 31, 2011, we also reallocated $7.0 million preliminarily allocated to other intangibles related to the acquisition of the assets and business of World Gourmet Marketing L.L.C. to goodwill, based on our completed analysis of the fair values at acquisition date.

At March 31, 2011, included in trademarks and other intangible assets are approximately $55.2 million of intangible assets deemed to have a finite life, which are being amortized over their estimated useful lives. The following table reflects the components of trademarks and other intangible assets:


	March 31, 2011				June 30, 2010
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Other intangibles	$	55,215	$	19,394	$	47,385	$	14,516
Non-amortized intangible assets:
Trademarks	$	191,448	$	6,697	$	171,839	$	6,579

Amortization of intangible assets with finite lives amounted to $4.7 million in the nine months ended March 31, 2011. The expected aggregate amortization expense in each of the next five fiscal years is $6.4 million in 2011, $6.4 million in 2012, $5.8 million in 2013, $4.8 million in 2014 and $4.7 million in 2015.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Senior Notes and Credit Facility

9 Months Ended

Mar. 31, 2011

Senior Notes and Credit Facility

Senior Notes and Credit Facility

9.	SENIOR NOTES AND CREDIT FACILITY

We have outstanding $150 million in aggregate principal amount of 10 year senior notes due May 2, 2016, which were issued in a private placement. The notes bear interest at 5.98%, payable semi-annually on November 2^nd and May 2^nd. We also have a credit agreement which provides us with a $400 million revolving credit facility (the "Credit Agreement") expiring in July 2015. The Credit Agreement provides for an uncommitted $100 million accordion feature, under which the facility may be increased to $500 million, provided certain conditions are met. The Credit Agreement and the notes are guaranteed by substantially all of our current and future direct and indirect domestic subsidiaries. Loans under the Credit Agreement bear interest at a base rate (greater of the applicable prime rate or Federal Funds Rate plus an applicable margin) or, at our option, the reserve adjusted LIBOR rate plus an applicable margin. As of March 31, 2011, there were $86.0 million of borrowings outstanding under the Credit Agreement. We are required by the terms of the Credit Agreement and the notes to comply with customary affirmative and negative covenants for facilities and notes of this nature.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Income Taxes

9 Months Ended

Mar. 31, 2011

Income Taxes

Income Taxes

10.

INCOME TAXES

The Company's effective income tax rate for the nine months ended March 31, 2011 and 2010 was 40.7% and 52.4%, respectively. The effective tax rate for the first nine months of fiscal 2011 was lower than the rate in the comparable period of the prior year primarily as a result of $6.4 million of valuation allowances recorded in last year's third quarter related to carryforward losses and other deferred tax assets in the Company's United Kingdom operations. We continue to recognize no tax benefit for losses incurred in the United Kingdom. Until an appropriate level of profitability is attained, we expect to continue to record and maintain a valuation allowance on our net deferred tax assets related to future United Kingdom tax benefits. If the Company is able to realize any of these deferred tax assets in the future, the provision for income taxes will be reduced by a release of the corresponding valuation allowance. The fiscal 2011 and 2010 effective income tax rates differed from the U.S. federal statutory rate primarily due to the United Kingdom losses, as well as the effect of state income taxes and the mix of pretax earnings by jurisdiction. There were no material changes in unrecognized tax benefits during the first nine months of fiscal 2011.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Topic 235
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+ Details

Stock Based Compensation and Incentive Performance Plans

9 Months Ended

Mar. 31, 2011

Stock Based Compensation and Incentive Performance Plans

Stock Based Compensation and Incentive Performance Plans

11.

STOCK BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

We have various stock based compensation programs under which awards, including stock options, restricted stock, and restricted stock units, may be granted to employees, consultants and non-employee directors.

During the nine months ended March 31, 2011, 270,824 shares of restricted stock and restricted stock units were granted with an estimated grant date value of $7.1 million. Included in this grant were 183,449 shares of restricted stock and restricted stock units granted under the Company's 2011-2012 Long-term Incentive Plan, 122,841 of which are subject to the achievement of minimum performance goals established under that plan (see "Long-Term Incentive Plan," below). There were no stock options granted during the nine month period.

The Company recorded stock based compensation expense of $3.4 million for the three months ended March 31, 2011 and $1.9 million for the three months ended March 31, 2010 and $7.3 million for the nine months ended March 31, 2011 and $5.2 million for the nine months ended March 31, 2010 in selling, general, and administrative expenses in its Condensed Consolidated Statements of Income. At March 31, 2011, there was $10.5 million of unrecognized stock based compensation expense, net of estimated forfeitures, which will be recognized over a weighted average period of approximately 1.8 years.

Stock Options

A summary of our stock option plans' activity for the nine months ended March 31, 2011 is as follows:


	Options			Weighted Average Exercise Price		Weighted Average Contractual Life		Aggregate Intrinsic Value
Options outstanding June 30, 2010		5,153,233		$	20.42
Exercised		(469,429	)		17.52
Canceled and expired		(755,250	)		33.38

Options outstanding March 31, 2011		3,928,554		$	17.91		3.65	$	56,437

Options exercisable at March 31, 2011		3,094,876		$	17.53		3.37	$	45,659

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in the nine month period ended March 31, 2011 and the exercise price) that would have been received by the option holders had all options been exercised on March 31, 2011. This value will change based on the fair market value of the Company's common stock. During the first nine months of fiscal year 2011, the cash received from stock option exercises was $8.2 million. The intrinsic value of the stock options exercised was $5.2 million and the tax benefit expected to be realized from the tax deductions for stock options exercised was $2.0 million for the nine months ended March 31, 2011.

Restricted Stock

Non-vested restricted stock awards at March 31, 2011 and activities during the nine months then ended were as follows:


	Number of Shares and Units			Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock and units – June 30, 2010		410,553		$	19.93
Granted		270,824			26.05
Vested		(126,969	)		15.45
Forfeited		(14,049	)		21.19

Non-vested restricted stock and units – March 31, 2011		540,359		$	23.94

At March 31, 2011, $7.6 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards is expected to be recognized over a weighted-average period of approximately 1.8 years.

There were 8,060,645 shares of Common Stock reserved for future issuance in connection with stock based awards as of March 31, 2011.

Long-Term Incentive Plan

The Company adopted, beginning in fiscal 2010, a long-term incentive program (the "LTI Plan"). The LTI Plan currently consists of two-year performance-based long-term incentive plans (currently, the "2010-2011 LTIP" and the "2011-2012 LTIP") that provide for a combination of equity grants and performance awards that can be earned over each 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, in its sole discretion, the specific payout to each participant. Such awards may be paid in cash and/or shares of the Company at the discretion of the Compensation Committee.

Upon the adoption of each two year plan, the Compensation Committee granted an initial award to each participant in the form of equity-based instruments (either shares of restricted stock, restricted share units or stock options), for a portion of the individual target awards. The shares of restricted stock, restricted share units and stock options that made up the initial grants under the 2010-2011 LTIP are subject to time vesting requirements. Half of the shares of restricted stock and restricted share units that made up the initial grant under the 2011-2012 LTIP are subject to a time vesting requirement and half are subject to the achievement of the minimum performance goals; however, the entire initial grant of shares of restricted stock to the Chief Executive Officer under the 2011-2012 LTIP is subject to the achievement of the minimum performance goals. These initial grants are being expensed over the vesting period on a straight-line basis. The payment of the actual awards earned, if any, will be reduced by the value of this initial grant. The Company has determined that the achievement of certain of the performance goals was probable and, accordingly, recorded approximately $2.1 million and $5.8 million of expense in addition to the stock based compensation expense for the three months and nine months ended March 31, 2011, related to these awards under the plans. There was no additional expense recorded in the prior year. It is the Company's expectation that such awards will be settled in cash, and therefore the impact of these awards have been excluded from the diluted EPS calculation.

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

+ References + Details

Restructuring and Other Charges

9 Months Ended

Mar. 31, 2011

Restructuring and Other Charges

Restructuring and Other Charges

12.

RESTRUCTURING AND OTHER CHARGES

The Company periodically assesses its operations to ensure that they are efficient, aligned with market conditions and responsive to customer needs.

In the third quarter of fiscal 2011 we initiated a plan to close our Manchester, United Kingdom non-dairy beverage facility. In the three months ended March 31, 2011 we recorded $0.3 million of costs associated with this plan, including $0.1 million for employee terminations and $0.2 million for other exit costs, which are included in "Acquisition related expenses and restructuring charges" on the Condensed Consolidated Statement of Income.

In connection with our acquisition of Churchill Food Products Ltd, in June 2010 (see Note 5) we recorded employee termination and exit costs of approximately $0.6 million. In the nine months ended March 31, 2011, we recorded an additional $0.3 million of employee termination costs.

During fiscal 2010 we initiated a plan to consolidate the production of our fresh food-to-go products in the United Kingdom into our Luton facility. We recorded costs of $2.9 million for the nine months ended March 31, 2010 related to this plan, including $2.6 million for severance and benefits and $0.3 million of other exit costs.

The following table summarizes the changes in the liability for these reorganization and restructuring activities as of March 31, 2011:


	Severance and Personnel Costs			Other Exit Costs			Total
Accrued at July 1, 2010	$	574		$	641		$	1,215
Charged to expense in fiscal 2011		398			205			603
Amounts utilized		(762	)		(337	)		(1,099	)

Accrued at March 31, 2011	$	210		$	509		$	719

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References + Details

Equity Investments

9 Months Ended

Mar. 31, 2011

Equity Investments

Equity Investments

13.

EQUITY INVESTMENTS

At March 31, 2011, the Company owned a 48.7% equity interest in the Hain Pure Protein joint venture. This investment is accounted for under the equity method of accounting (see Note 1). The carrying value of our investment in HPP of $26.0 million and advances to HPP of $17.0 million are included in "Investment in and advances to equity-method investee." The Company provided advances to HPP to finance its operations prior to its deconsolidation at the end of fiscal 2009. As a result of the deconsolidation and HPP simultaneously entering into a separate credit agreement, the Company and HPP entered into a subordination agreement covering the outstanding advances. The subordination agreement allows for prepayments of the advances based on HPP meeting certain conditions under its separate credit facility. HPP repaid $3.0 million of the advances in the quarter ended December 31, 2010. The balance of the advances are due no later than December 31, 2012.

In October 2009, the Company formed a joint venture, Hutchison Hain Organic Holdings Limited ("HHO"), with Hutchison China Meditech Ltd. ("Chi-Med"), a majority owned subsidiary of Hutchison Whampoa Limited, to market and distribute co-branded infant and toddler feeding products and market and distribute selected Hain Celestial brands in Hong Kong, China and other markets. The Company's investment in its 50% share of the joint venture totaled approximately $0.1 million. In addition, the Company and Chi-Med each advanced $1.8 million to the joint venture for working capital needs during the quarter ended December 31, 2010. Voting control of the joint venture is shared equally between the Company and Chi-Med, although, in the event of a deadlock, Chi-Med has the ability to cast the deciding vote. The investment is being accounted for under the equity method of accounting. For the nine months ended March 31, 2011, the joint venture's results of operations were not significant.

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 $6.6 million at March 31, 2011 and $6.2 million at June 30, 2010. The fair value of this investment is included in "Other assets" in the Company's condensed consolidated balance sheets. During the second quarter of fiscal 2010, the Company determined that an other-than-temporary decline in the fair value of YHS occurred based upon various factors including the near-term prospects of YHS, the length of time the investment was in an unrealized loss position, and publicly available information about the industry and geographic region in which YHS operates and, accordingly recorded a loss of $1.2 million on the write-down of this investment.

- Definition

The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is.

+ References + Details

Financial Instruments Measured at Fair Value

9 Months Ended

Mar. 31, 2011

Financial Instruments Measured at Fair Value

Financial Instruments Measured at Fair Value

14.

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 March 31, 2011:


	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Available for sale securities	$	6,599	$	6,599		—		—

	$	6,599	$	6,599		—		—

Liabilities:
Forward foreign currency contracts	$	819		—	$	819		—
Contingent consideration		52,657		—		—	$	52,657

Total	$	53,476		—	$	819	$	52,657

The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2010:


	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Cash equivalents	$	10,586		—	$	10,586		—
Available for sale securities		6,232	$	6,232		—		—
Forward foreign currency contracts		256		—		256		—

	$	17,074	$	6,232	$	10,842		—

Liabilities:
Forward foreign currency contracts	$	57		—	$	57		—
Contingent consideration		28,580		—		—	$	28,580

Total	$	28,637		—	$	57	$	28,580

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 GG UniqueFiber, Greek Gods, World Gourmet and Churchill Food Products acquisitions, payment of a portion of the respective purchase prices are contingent upon the achievement of certain operating results. We have estimated the fair value of the contingent consideration as the present value of the expected contingent payments, determined using weighted probabilities of the possible payments. We are required to reassess the fair value of contingent payments on a periodic basis. During the first nine months of fiscal 2011, the Company reassessed the fair value of the contingent consideration for each of these acquisitions, resulting in additional expense of $0.4 million related to the Greek Gods acquisition and a reduction of expense of $4.1 million related to the World Gourmet acquisition (See Note 5).

The following table summarizes the Level 3 activity:


	Nine months ended March 31, 2011
Balance as of June 30, 2010	$	28,580
Accretion of interest expense on contingent consideration		1,378
Fair value of initial contingent consideration – Greek Gods and GG UniqueFiber acquisitions		26,263
Contingent consideration adjustment expense, net		(3,687	)
Translation adjustment		123

Balance as of March 31, 2011	$	52,657

There were no transfers of financial instruments between the three levels of fair value hierarchy during the nine months ended March 31, 2011.

The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturity of these items.

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.

Foreign Exchange contracts — 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 March 31, 2011 were $14.1 million and $0.8 million of liabilities. The fair value of these derivatives is included in "Accrued expenses and other current liabilities" on the Company's Condensed Consolidated Balance Sheet. 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 ("OCI") and recognized in earnings when the hedged item affects earnings. These foreign exchange contracts have maturities over the next 13 months. There were $13.5 million of notional amount and $0.2 million of fair value assets of foreign exchange derivative contracts outstanding at June 30, 2010.

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 OCI and is included in current period results. For the nine months ended March 31, 2011, 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 nine months ended March 31, 2011.

The impact on other comprehensive income from foreign exchange contracts that qualified as cash flow hedges was as follows:


	Nine months ended March 31, 2011
Net carrying amount at July 1, 2010	$	152
Cash flow hedges deferred in OCI		(1,018	)
Changes in deferred taxes		268

Net carrying amount at March 31, 2011	$	(598	)

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Paragraph 3, 10, 14, 15
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Legal Proceedings

9 Months Ended

Mar. 31, 2011

Legal Proceedings

Legal Proceedings

15.

LEGAL PROCEEDINGS

From time to time, we are involved in litigation incidental to the ordinary conduct of our business. Disposition of pending litigation related to these matters is not expected by management to have a material adverse effect on our business, results of operations or financial condition.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Segment Information

9 Months Ended

Mar. 31, 2011

Segment Information

Segment Information

16.

SEGMENT INFORMATION

The Company is engaged in one business segment: the manufacturing, distribution and marketing of natural and organic products. We define business segments as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by our chief operating decision maker.

Outside the United States, we primarily conduct business in Canada and Europe. Selected information related to our operations by geographic area is as follows:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2011			2010			2011			2010
Net sales:
United States	$	230,647		$	174,502		$	679,718		$	546,421
Canada		18,200			15,566			52,468			46,536
Europe		39,539			32,030			106,039			101,592

	$	288,386		$	222,098		$	838,225		$	694,549

Income (loss) before income taxes and equity in earnings of equity-method investees:
United States	$	29,404		$	18,044		$	74,254		$	57,481
Canada		2,032			1,939			5,284			3,800
Europe⁽¹⁾		(3,467	)		(2,666	)		(9,298	)		(11,495	)

	$	27,969		$	17,317		$	70,240		$	49,786


	March 31, 2011		June 30, 2010
Long-lived assets:
United States	$	842,385	$	798,116
Canada		63,182		60,748
Europe		58,082		25,406

	$	963,649	$	884,270

(1)

Income (loss) before income taxes in Europe includes acquisition related expenses and restructuring charges of approximately $2.0 million for the three months ended March 31, 2011 and $3.1 million and $2.9 million, respectively, for the nine months ended March 31, 2011 and 2010.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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