Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2010
|
Jul. 26, 2010
|
Jun. 30, 2009
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|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | INTEGRA LIFESCIENCES HOLDINGS CORP | ||
Entity Central Index Key | 0000917520 | ||
Document Type | 10-Q | ||
Document Period End Date | Jun. 30, 2010 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2010 | ||
Document Fiscal Period Focus | Q2 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 541.3 | ||
Entity Common Stock, Shares Outstanding | 29,077,780 |
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- Definition
If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements this will be the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type should be limited to the same value as the supporting SEC submission type. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, NCSR, N-Q, and Other. No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2010
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Jun. 30, 2009
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Jun. 30, 2010
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Jun. 30, 2009
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Condensed Consolidated Statements of Operations [Abstract] | ||||
Total Revenue | $ 178,595 | $ 165,725 | $ 351,293 | $ 326,675 |
Costs and Expenses: | ||||
Cost of product revenues | 64,464 | 59,805 | 127,688 | 117,953 |
Research and development | 11,761 | 10,302 | 23,062 | 20,945 |
Selling, general and administrative | 74,216 | 68,252 | 146,727 | 134,703 |
Intangible asset amortization | 3,575 | 3,461 | 6,594 | 6,917 |
Total costs and expenses | 154,016 | 141,820 | 304,071 | 280,518 |
Operating income | 24,579 | 23,905 | 47,222 | 46,157 |
Interest income | 52 | 134 | 113 | 381 |
Interest expense | (4,300) | (6,174) | (8,841) | (12,858) |
Other income (expense), net | 763 | (481) | 1,909 | (1,349) |
Income before income taxes | 21,094 | 17,384 | 40,403 | 32,331 |
Income tax expense | 5,937 | 6,159 | 10,024 | 11,539 |
Net income | $ 15,157 | $ 11,225 | $ 30,379 | $ 20,792 |
Basic net income per common share | $ 0.51 | $ 0.38 | $ 1.02 | $ 0.71 |
Diluted net income per common share | $ 0.5 | $ 0.38 | $ 1 | $ 0.71 |
Weighted average common shares outstanding (See Note 10): | ||||
Basic | 29,855 | 29,004 | 29,672 | 28,974 |
Diluted | 30,399 | 29,202 | 30,282 | 29,228 |
X | ||||||||||
- Definition
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by (used in) operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total costs of sales and operating expenses for the period. No definition available.
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- Details
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- Definition
The amount of net income or loss for the period per each share of common stock outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income or loss for the period per each share of common stock and dilutive common stock equivalents outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of operating profit and nonoperating income (expense) before income (loss) from equity method investments, income taxes, extraordinary items, cumulative effects of changes in accounting principles, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The sum of the current income tax expense (benefit) and the deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The net amount of other nonoperating income and expense, which does not qualify for separate disclosure on the income statement under materiality guidelines. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The average number of shares issued and outstanding that are used in calculating diluted EPS, determined based on the timing of issuance of shares in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Number of [basic] shares, after adjustment for contingently issuable shares and other shares not deemed outstanding, determined by relating the portion of time within a reporting period that common shares have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered and other current liabilities not disclosed separately in the balance sheet due to materiality considerations. Used to reflect the current portion of the liabilities (due within one year). No definition available.
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- Definition
Carrying amount as of the balance sheet date of expenditures made, not otherwise specified in the taxonomy, in advance of the timing of recognition of expenses which are expected to be charged against earnings within one year and other current assets not disclosed separately in the balance sheet due to materiality considerations. No definition available.
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- Definition
Carrying value as of the balance sheet date of obligations incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Accumulated change, net of tax, in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges. Includes an entity's share of an equity investee's increase (decrease) in deferred hedging gains or losses. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total of net (gain) loss, prior service cost (credit), and transition assets (obligations), as well as minimum pension liability if still remaining, included in accumulated other comprehensive income associated with a defined benefit pension or other postretirement plan(s) because they have yet to be recognized as components of net periodic benefit cost. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains (losses). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. This caption alerts the reader that one or more notes to the financial statements disclose pertinent information about the entity's commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Dollar value of issued common stock whether issued at par value, no par or stated value. This item includes treasury stock repurchased by the entity. Note: elements for number of common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount of long-term convertible debt as of the balance sheet date, net of the amount due in the next twelve months or greater than the normal operating cycle, if longer. The debt is convertible into another form of financial instrument, typically the entity's common stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The current portion of the aggregate tax effects as of the balance sheet date of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after deducting the allocated valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets shall be classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, shall be classified according to the expected reversal date of the temporary difference. An unrecognized tax benefit that is directly related to a position taken in a tax year that results in a net operating loss carryforward should be presented as a reduction of the related deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The noncurrent portion as of the balance sheet date of the aggregate carrying amount of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after the valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets shall be classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, shall be classified according to the expected reversal date of the temporary difference. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the noncurrent portion of deferred tax liabilities, which result from applying the applicable tax rate to net taxable temporary differences pertaining to each jurisdiction to which the entity is obligated to pay income tax. A noncurrent taxable temporary difference is a difference between the tax basis and the carrying amount of a noncurrent asset or liability in the financial statements prepared in accordance with generally accepted accounting principles. In a classified statement of financial position, an enterprise shall separate deferred tax liabilities and assets into a current amount and a noncurrent amount. Deferred tax liabilities and assets shall be classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, shall be classified according to the expected reversal date of the temporary difference. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date, which is the cumulative amount paid, adjusted for any amortization recognized prior to adoption of FAS 142 and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). No definition available.
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. No definition available.
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- Definition
Total of all Liabilities and Stockholders' Equity items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet due to materiality considerations. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet due to materiality considerations. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Dollar value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) whether issued at par value, no par or stated value. This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, and production equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Stockholders' Equity (deficit) items, net of receivables from officers, directors owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Value of common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Treasury stock is issued but is not outstanding. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Note: number of treasury shares concept is in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
Jun. 30, 2010
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Dec. 31, 2009
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Current Assets: | ||
Trade accounts receivable, allowances | $ 9,578 | $ 11,216 |
Stockholders' Equity: | ||
Preferred Stock, par value | $ 0 | $ 0 |
Preferred Stock, authorized shares | 15,000 | 15,000 |
Preferred Stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000 | 60,000 |
Common stock, shares issued | 35,332 | 34,958 |
Treasury stock, shares | 6,354 | 6,354 |
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- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Issuance value per share of no-par value, nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Non-cash interest expense related to convertible debt instruments that does not result in cash outflows in the period in which they occur, but affect net income and thus is added back when calculating net cash flow from operating activities using the indirect cash flow method. No definition available.
|
X | ||||||||||
- Definition
Number of shares tendered and retired under net-share stock option exercise. No definition available.
|
X | ||||||||||
- Definition
The accreted interest component paid related to repurchases of convertible debt and thus is deducted when calculating net cash flows from operating activities using the indirect cash flow method. No definition available.
|
X | ||||||||||
- Definition
Shares tendered and retired under net share stock option exercise, value. No definition available.
|
X | ||||||||||
- Definition
Number of stock options exercised during the period under a net share exercise mechanism. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The component of interest expense comprised of the periodic charge against earnings over the life of the financing arrangement to which such costs relate. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change between the beginning and ending balance of cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The component of income tax expense for the period representing the net change in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. No definition available.
|
X | ||||||||||
- Definition
The effect of exchange rate changes on cash balances held in foreign currencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Reductions in the entity's income taxes that arise when compensation cost (from non-qualified share-based compensation) recognized on the entity's tax return exceeds compensation cost from share-based compensation recognized in financial statements. This element represents the cash inflow reported in the enterprise's financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Reductions in the entity's income taxes that arise when compensation cost (from non-qualified share-based compensation) recognized on the entity's tax return exceeds compensation cost from share-based compensation recognized in financial statements. This element reduces net cash provided by operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The difference between the sale price or salvage price and the book value of a property, plant, and equipment asset that was sold or retired during the reporting period. This element refers to the gain (loss). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount represents the difference between the fair value of the payments made and the carrying amount of the debt at the time of its extinguishment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change during the reporting period in the aggregate amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change during the reporting period, excluding the portion taken into income, in the liability reflecting services yet to be performed by the reporting entity for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The net change during the reporting period in other operating assets not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change during the reporting period in other operating obligations not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net change during the reporting period in the value of this group of assets within the working capital section. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash inflow (outflow) from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The net cash inflow (outflow) from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow associated with the amount received from holders exercising their stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow from the repayment of debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow for the settlement of obligation drawn from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock options, amortization of restricted stock, and adjustment for officers compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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Basis of Presentation
|
6 Months Ended |
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Jun. 30, 2010
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|
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION |
1. BASIS OF PRESENTATION
General
The terms “we,” “our,” “us,” “Company” and “Integra” refer to Integra LifeSciences
Holdings Corporation, a Delaware corporation, and its subsidiaries unless the context
suggests otherwise.
In the opinion of management, the June 30, 2010 unaudited condensed consolidated
financial statements contain all adjustments (consisting only of normal recurring
adjustments) necessary for a fair statement of the financial position, results of
operations and cash flows of the Company. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in accordance with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited condensed consolidated
financial statements should be read in conjunction with the Company’s consolidated
financial statements for the year ended December 31, 2009 included in the Company’s
Annual Report on Form 10-K. The December 31, 2009 condensed consolidated balance sheet
was derived from audited financial statements but does not include all disclosures
required by accounting principles generally accepted in the United States. Operating
results for the six-month period ended June 30, 2010 are not necessarily indicative of
the results to be expected for the entire year.
The preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities, the disclosure of contingent
liabilities, and the reported amounts of revenues and expenses. Significant estimates
affecting amounts reported or disclosed in the consolidated financial statements include
allowances for doubtful accounts receivable and sales returns and allowances, net
realizable value of inventories, amortization periods for acquired intangible assets,
discount rates and estimated projected cash flows used to value and test impairments of
long-lived assets and goodwill, estimates of projected cash flows and depreciation and
amortization periods for long-lived assets, valuation of intangible assets and
in-process research and development, pension assets and liabilities, computation of taxes, valuation
allowances recorded against deferred tax assets, the valuation of stock-based
compensation, and loss contingencies. These estimates are based on historical experience
and on various other assumptions that are believed to be reasonable under the current
circumstances. Actual results could differ from these estimates.
Certain amounts from the prior year’s financial statements have been reclassified in
order to conform to the current year’s presentation.
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- Details
|
X | ||||||||||
- Definition
Description containing the entire organization, consolidation and basis of presentation of financial statements disclosure. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Business and Asset Acquisitions
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2010
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Business and Asset Acquisitions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BUSINESS AND ASSET ACQUISITIONS |
2. BUSINESS AND ASSET ACQUISITIONS
Welch Allyn, Inc.
In May 2010, the Company acquired certain assets and liabilities of the surgical
headlight business of Welch Allyn, Inc. (“Welch”) for approximately $2.4 million in cash
and $0.2 million of working capital adjustments. The Company has determined that these
assets and liabilities met the definition of a business under the authoritative
guidance. The Company believes that the assets acquired will further its goal of
expanding its reach into the surgical headlight market. The Company also entered into a
development agreement with Welch that expires on February 15, 2011 unless the product is
commercially available prior to that date.
The final purchase price has been allocated as follows (in thousands):
Athrodax Healthcare International Ltd.
In December 2009, the Company acquired certain assets as well as the distribution rights
for its Newdeal® product lines in the United Kingdom from Athrodax Healthcare
International Ltd. (“Athrodax”), for approximately $3.3 million (2.0 million British
Pounds) in cash, subject to certain adjustments for working capital items. For the
previous ten years Athrodax had been the Company’s distributor of extremity
reconstruction products in the United Kingdom. The acquisition provides the Company with
the opportunity to distribute orthopedic products directly to its United Kingdom
customers, and included an experienced sales team in the foot and ankle surgery market
which had successfully developed its brand in the United Kingdom.
Innovative Spinal Technologies, Inc.
In
August 2009, the Company acquired certain assets and liabilities of Innovative Spinal
Technologies, Inc. (“IST”) for approximately $9.3 million in cash and $0.2 million in
acquisition expenses. IST’s focus was on spinal implant products related to minimally
invasive surgery and motion preservation techniques. We acquired three product lines,
various product development assets for posterior dynamic stabilization, various patents
and trademarks and inventory, and we also assumed certain of IST’s patent license
agreements and related obligations. The assets and liabilities acquired did not meet the
definition of a business under the authoritative guidance for business combinations.
Accordingly, the assets and liabilities have been recognized at fair value with no
related goodwill.
Theken
In August 2008 the Company acquired Theken Spine, LLC, Theken Disc, LLC and Therics, LLC
(collectively, “Integra Spine”) for $75.0 million in cash, acquisition expenses of $2.4
million, working capital adjustments of $3.9 million, and up to an additional $125.0
million in future payments based on the revenue performance of the business in each of
the two years after closing. We paid approximately $52.0 million of the potential
revenue performance obligation in November 2009. Integra Spine, based in Akron, Ohio,
designs, develops and manufactures spinal fixation products.
|
X | ||||||||||
- Details
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X | ||||||||||
- Definition
Description of a business combination (or series of individually immaterial business combinations) and significant asset acquisitions (where the assets and liabilities acquired do not meet the definition of a business under the authoritative guidance) completed during the period, including background, timing, and recognized assets and liabilities. This element may be used as a single block of text to encapsulate the entire disclosure (including data and tables) regarding business combinations, including leverage buyout transactions (as applicable), and significant asset acquisitions. No definition available.
|
Inventories
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2010
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Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORIES |
3. INVENTORIES
Inventories, net consisted of the following:
|
X | ||||||||||
- Definition
This element represents the complete disclosure related to inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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Goodwill and Other Intangible Assets
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2010
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Goodwill and Other Intangible Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS |
4. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill for the six months ended June 30, 2010 were
as follows (in thousands):
The Company’s assessment of the recoverability of goodwill is based upon a comparison of
the carrying value of goodwill with its estimated fair value, determined using a
discounted cash flow methodology. The Company performs this assessment annually during
the second quarter and no impairment resulted after completing this assessment during
the second quarter of 2010.
During the second quarter of 2010, the Company recorded a $0.8 million impairment charge
related to several brand names. The impairment charge relates to management’s decision
with respect to the Company’s re-branding strategy for several legacy brand names. The
Company has recorded the charge as a component of amortization expense.
The components of the Company’s identifiable intangible assets were as follows (in
thousands):
Annual amortization expense is expected to approximate $17.7 million in 2010, $16.6
million in 2011, $16.4 million in 2012, $13.7 million in 2013 and $12.7 million in 2014.
Identifiable intangible assets are initially recorded at fair market value at the time
of acquisition using an income or cost approach.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Discloses 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 or 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. This element may be used as a single block of text to include the entire intangible asset disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Debt
|
6 Months Ended |
---|---|
Jun. 30, 2010
|
|
Debt [Abstract] | |
DEBT |
5. DEBT
2010 and 2012 Senior Convertible Notes
On June 11, 2007, the Company issued $165.0 million aggregate principal amount of its
2010 Notes and $165.0 million aggregate principal amount of its 2012 Notes (the 2010
Notes and the 2012 Notes, collectively the “Notes”). The 2010 Notes and the 2012 Notes
bear interest at a rate of 2.75% per annum and 2.375% per annum, respectively, in each
case payable semi-annually in arrears on December 1 and June 1 of each year.
In 2009, the Company repurchased a total principal amount of $87.1 million of the 2010
Notes and recognized a gain of $0.5 million. Total cash paid for these repurchases was
$83.3 million of which $78.0 million related to repayment of the liability component of
the Notes. For all of these transactions, the bond hedge contracts were terminated on a
pro-rata basis and the number of options was adjusted to reflect the number of
convertible securities outstanding that together have a total principal amount of $77.9
million. Also, in connection with the repurchases, in separate transactions, we amended
the warrant transactions to reduce the number of warrants outstanding to reflect such
number of convertible securities outstanding. The Company repaid the remaining $77.9
million principal amount in June 2010 in accordance with the agreement, of which $71.4
million was related to the liability component and $6.6 million was for accreted
interest.
The principal amount outstanding under the 2012 Notes at June 30, 2010 was $165.0
million. The fair value of the 2012 Notes at June 30, 2010 was approximately $161.6
million. The 2012 Notes are senior, unsecured obligations of the Company, and are
convertible into cash and, if applicable, shares of its common stock based on an initial
conversion rate, subject to adjustment, of 15.3935 shares per $1,000 principal amount of
notes (which represents an initial conversion price of approximately $64.96 per share).
The Company will satisfy any conversion of the 2012 Notes with cash up to the principal
amount pursuant to the net share settlement mechanism set forth in the indenture and,
with respect to any excess conversion value, with shares of the Company’s common stock.
The 2012 Notes are convertible only in the following circumstances: (1) if the closing
sale price of the Company’s common stock exceeds 130% of the conversion price during a
period as defined in the indenture; (2) if the average trading price per $1,000
principal amount of the Notes is less than or equal to 97% of the average conversion
value of the Notes during a period as defined in the indenture; (3) at any time on or
after December 15, 2011; or (4) if specified corporate transactions occur. However, none
of these conditions existed at June 30, 2010 and, as a result, the 2012 Notes are
classified as long term. The issue
price of the 2012 Notes was equal to their face amount, which is also the amount holders
are entitled to receive at maturity if the 2012 Notes are not converted.
Holders of the 2012 Notes, who convert their notes in connection with a qualifying
fundamental change, as defined in the indenture, may be entitled to a make-whole premium
in the form of an increase in the conversion rate. Additionally, following the
occurrence of a fundamental change, holders may require that the Company repurchase some
or all of the 2012 Notes for cash at a repurchase price equal to 100% of the principal
amount of the notes being repurchased, plus accrued and unpaid interest, if any.
The 2012 Notes, under the terms of the private placement agreement, are guaranteed fully
by Integra LifeSciences Corporation, a subsidiary of the Company. The 2012 Notes will be
the Company’s direct senior unsecured obligations and will rank equal in right of
payment to all of the Company’s existing and future unsecured and unsubordinated
indebtedness.
In connection with the original issuance of the Notes, the Company entered into call
transactions and warrant transactions, primarily with affiliates of the initial
purchasers of the Notes (the “hedge participants”), in connection with each series of
Notes. The cost of the call transactions to the Company was approximately $46.8 million.
The Company received approximately $21.7 million of proceeds from the warrant
transactions. The call transactions involve the Company’s purchasing call options from
the hedge participants, and the warrant transactions involve the Company’s selling call
options to the hedge participants with a higher strike price than the purchased call
options. The calls related to the 2010 Notes expired with the maturity of those notes
and the warrants related to the 2010 Notes expire at various times through January 2011.
The initial strike price of the remaining call transactions is approximately $64.96 for
the 2012 Notes, subject to anti-dilution adjustments substantially similar to those in
the 2012 Notes. The initial strike price of the warrant transactions is (x) for the 2010
Notes, approximately $77.96 per share of Common Stock and (y) for the 2012 Notes,
approximately $90.95, in each case subject to customary anti-dilution adjustments.
Senior Secured Revolving Credit Facility
As of June 30, 2010, the Company had $220.0 million of outstanding borrowings under this
credit facility at a weighted average interest rate of 1.13%. The fair value of the
outstanding borrowings on this credit facility at June 30, 2010 was approximately $211.9
million. During the six months ended June 30, 2010, the Company borrowed $75.0 million
in connection with the maturity of its 2010 Notes and also repaid $15.0 million of its
outstanding borrowings. The Company considers all such outstanding amounts to be
long-term in nature based on its current intent and ability to repay the borrowing
outside of the next twelve-month period. This credit facility expires in December 2011.
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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, 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Derivative Instruments
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6 Months Ended |
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Jun. 30, 2010
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Derivative Instruments [Abstract] | |
DERIVATIVE INSTRUMENTS |
6. DERIVATIVE INSTRUMENTS
The Company utilizes a foreign currency forward exchange contract to hedge an
anticipated intercompany transaction in euros and designates this derivative instrument
as a cash-flow hedge. Our forward exchange contract has a notional amount of 8.2 million
euros ($10.0 million at June 30, 2010), and is short term in nature with a term of less
than twelve months. This forward exchange contract matches the currency, timing and
notional amount of underlying forecasted transactions. Therefore, no ineffectiveness
resulted or was recorded through the condensed consolidated statement of operations. As
of June 30, 2010, this forward exchange contract has an aggregate U.S. dollar equivalent
fair value amounting to net losses of $2.2 million included in other current
liabilities. The net gains or losses from this cash flow hedge reported in accumulated
other comprehensive income is reclassified to earnings and recorded in other income in
our consolidated statement of operations as the foreign currency rates fluctuate over
the term of the instrument. At June 30, 2010, the amount of net unrealized gains in
other comprehensive income which will be recognized as an increase to other income in
the remainder of 2010 was not significant. The Company considers the credit risk related
to the forward exchange contract to be low because the instrument was entered into with
a financial institution with a high credit rating.
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This element can be used to disclose the entity's entire derivative instruments and hedging activities disclosure as a single block of text. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising there from, and the amounts of and methodologies and assumptions used in determining the amounts of such items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock-Based Compensation
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6 Months Ended |
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Jun. 30, 2010
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Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION |
7. STOCK-BASED COMPENSATION
As of June 30, 2010, the Company had stock options, restricted stock awards, performance
stock awards, contract stock awards and restricted stock unit awards outstanding under
six plans, the 1996 Incentive Stock Option and Non-Qualified Stock Option Plan (the
“1996 Plan”), the 1998 Stock Option Plan (the “1998 Plan”), the 1999 Stock Option Plan
(the “1999 Plan”), the 2000 Equity Incentive Plan (the “2000 Plan”), the 2001 Equity
Incentive Plan (the “2001 Plan”), and the 2003 Equity Incentive Plan (the “2003 Plan,”
and collectively, the “Plans”). No new awards may be granted under the 1996 Plan, the
1998 Plan, the 1999 Plan and the 2000 Plan.
Stock options issued under the Plans become exercisable over specified periods,
generally within four years from the date of grant for officers, directors and
employees, and generally expire six years from the grant date for employees and from six
to ten years for directors and certain executive officers. The transfer and
non-forfeiture provisions of restricted stock issued under the Plans lapse over
specified periods, generally three years after the date of grant.
Stock Options
The Company granted approximately 59,000 and 62,500 stock options during the six months
ended June 30, 2010 and June 30, 2009, respectively. As of June 30, 2010, there were
approximately $3.8 million of total unrecognized compensation costs related to unvested
stock options. These costs are expected to be recognized over a weighted-average period
of approximately 1.9 years. The Company received net proceeds of $4.6 million and $0.6
million from stock option exercises for the six months ended June 30, 2010 and 2009,
respectively.
Awards of Restricted Stock, Performance Stock and Contract Stock
Performance stock awards have performance features associated with them. Performance
stock, restricted stock and contract stock awards generally have requisite service
periods of three years. The fair value of these awards is being expensed on a
straight-line basis over the vesting period or requisite service period, whichever is
shorter. As of June 30, 2010, there was approximately $13.4 million of total
unrecognized compensation costs related to unvested awards. These costs are expected to
be recognized over a weighted-average period of approximately 1.8 years.
The Company has no formal policy related to the repurchase of shares for the purpose of
satisfying stock-based compensation obligations.
The Company also maintains an Employee Stock Purchase Plan (the “ESPP”), which provides
eligible employees of the Company with the opportunity to acquire shares of common stock
at periodic intervals by means of accumulated payroll deductions. The ESPP is a
non-compensatory plan based on its terms.
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Disclosure of compensation-related costs for share-based compensation which may include disclosure of policies, compensation plan details, allocation of stock compensation, incentive distributions, share-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Retirement Benefit Plans
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Jun. 30, 2010
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Retirement Benefit Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RETIREMENT BENEFIT PLANS |
8. RETIREMENT BENEFIT PLANS
The Company maintains defined benefit pension plans that cover employees in its
manufacturing plants located in Andover, United Kingdom (the “UK Plan”) and Tuttlingen,
Germany (the “Germany Plan”). The Company closed the Tuttlingen, Germany plant, to which
the Germany Plan pertained, in December 2005. However, the Company did not terminate the
Germany Plan and the Company remains obligated for the accrued pension benefits related
to this plan. The plans cover certain current and former employees. Net periodic benefit
costs for the Company’s defined benefit pension plans included the following amounts (in
thousands):
The Company made $0.5 million and $0.4 million of contributions to its defined benefit
pension plans during the six months ended June 30, 2010 and 2009, respectively.
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Description containing the entire pension and other postretirement benefits disclosure as a single block of text. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Comprehensive (Loss) Income
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Jun. 30, 2010
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Comprehensive (Loss) Income [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMPREHENSIVE (LOSS) INCOME |
9. COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income was as follows (in thousands):
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This label may include 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 and 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 and 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 and 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 or loss and net prior service cost or credit for pension plans and other postretirement benefit plans. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Net Income Per Share
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Jun. 30, 2010
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Net Income Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET INCOME PER SHARE |
10. NET INCOME PER SHARE
In January 2009 the Company adopted the authoritative guidance related to determining
whether instruments issued in share-based payment transactions are participating
securities. Certain of the Company’s unvested restricted share units contain rights to
receive nonforfeitable dividends, and thus, are participating securities requiring the
two-class method of computing earnings per share. Because these securities had an
insignificant impact on the calculation of earnings per share (impacts the rounding by
$0.01 or less per share) the Company does not present the full calculation below.
Basic and diluted net income per share was as follows (in thousands, except per share
amounts):
At June 30, 2010 and 2009 the Company had 1.9 million and 2.6 million of outstanding
stock options, respectively. The Company also has warrants outstanding relating to its
2010 Notes and 2012 Notes. Stock options, restricted stock and warrants are included in
the diluted earnings per share calculation using the treasury stock method, unless the
effect of including the stock options would be anti-dilutive. For the three months ended
June 30, 2010 and 2009, 0.7 million and 2.3 million anti-dilutive stock options,
respectively, were excluded from the diluted earnings per share calculation. As the
strike price of the warrants exceeded the Company’s average stock price for the period,
the warrants are anti-dilutive and the entire number of warrants were also excluded from
the diluted earnings per share calculation.
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This element may be used to capture the complete disclosure pertaining to an entity's earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Segment and Geographic Information
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Jun. 30, 2010
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SEGMENT AND GEOGRAPHIC INFORMATION |
11. SEGMENT AND GEOGRAPHIC INFORMATION
The Company’s management, including the chief operating decision maker, reviews financial results and manages the business on an
aggregate basis. Therefore, financial results are reported in a single operating
segment, the development, manufacture and marketing of medical devices for use in
cranial and spinal procedures, peripheral nerve repair, small bone and joint injuries,
and the repair and reconstruction of soft tissue.
Revenue consisted of the following:
Total revenues by major geographic area are summarized below (in thousands):
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This element is used to document the Company's segment disclosure, and revenues by product category and geographic location. No definition available.
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Commitments and Contingencies
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6 Months Ended |
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Jun. 30, 2010
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Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
12. COMMITMENTS AND CONTINGENCIES
In consideration for certain technology, manufacturing, distribution and selling rights
and licenses granted to the Company, the Company has agreed to pay royalties on the
sales of products that are commercialized relative to the granted rights and licenses.
Royalty payments made by the Company under these agreements were not significant for any
of the periods presented.
Various lawsuits, claims and proceedings are pending or have been settled by the
Company. The only significant item is described below.
In January 2010, the Company received a notice from the seller’s representative of the
former Theken companies of a disagreement in the calculation of “trade sales” used in
calculating a revenue performance payment that the Company made in November 2009. The
notice alleges that the Company owes an additional $6.7 million. We are currently
discussing this matter with the seller’s representative in an attempt to resolve the
dispute in accordance with the provisions contained in the asset purchase agreement
governing the transaction.
In addition to this matter, the Company is subject to various claims, lawsuits and
proceedings in the ordinary course of its business, including claims by current or
former employees, distributors and competitors and with respect to its products. In the
opinion of management, such claims are either adequately covered by insurance or
otherwise indemnified, or are not expected, individually or in the aggregate, to result
in a material adverse effect on the Company’s financial condition. However, it is
possible that its results of operations, financial position and cash flows in a
particular period could be materially affected by these contingencies.
The Company accrues for loss contingencies when it is deemed probable that a loss has
been incurred and that loss is estimable. The amounts accrued are based on the full
amount of the estimated loss before considering insurance proceeds, and do not include
an estimate for legal fees expected to be incurred in connection with the loss
contingency. The Company consistently accrues legal fees expected to be incurred in
connection with loss contingencies as those fees are incurred by outside counsel as a
period cost.
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Includes disclosure of commitments and contingencies. This element may be used as a single block of text to encapsulate the entire disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes
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Jun. 30, 2010
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Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES |
13. Income Taxes
The following table provides a summary of our effective tax rate:
The decrease in the Company’s effective tax rates for the second quarter and first half of 2010, as
compared the same periods in 2009, relates primarily to an increase in the expected proportion of
the Company’s taxable income for the full year that will come from foreign jurisdictions with lower tax rates. Additionally, during
the first quarter of 2010 the Company reversed $2.3 million of reserves for uncertain tax positions
due to matters that are considered effectively settled and the expiration of the statute of
limitations for certain matters.
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- Definition
Description containing the entire income tax disclosure. Examples 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. This element may be used as a single block of text to encapsulate the entire disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Leases
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6 Months Ended |
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Jun. 30, 2010
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Leases [Abstract] | |
LEASES |
14. LEASES
On March 1, 2010, the Company exercised an option to extend a lease agreement for
production equipment dated June 2000 with Medicus Corporation. Under the option, the
term of the original lease agreement was extended through March 31, 2012. The initial
June 2000 agreement was subsequently amended on June 29, 2010 to extend the term of the
lease to March 31, 2022, with an option to renew through March 31, 2032. The sole
stockholder of Medicus Corporation is Provco Ventures I, LP, of which the Company’s
chairman serves as partner and president.
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- Definition
Disclosure of lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing. This element can be used to disclose the entity's entire lease disclosure as a single block of text. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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