Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2011
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Apr. 26, 2011
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Jun. 30, 2010
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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 | Mar. 31, 2011 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2011 | ||
Document Fiscal Period Focus | Q1 | ||
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 | $ 780.1 | ||
Entity Common Stock, Shares Outstanding | 28,561,180 |
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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 | |
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Mar. 31, 2011
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Mar. 31, 2010
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Condensed Consolidated Statements of Operations [Abstract] | ||
Total revenue, net | $ 181,041 | $ 172,698 |
Costs and expenses: | ||
Cost of product revenues | 64,921 | 63,224 |
Research and development | 12,153 | 11,301 |
Selling, general and administrative | 80,084 | 72,511 |
Intangible asset amortization | 3,011 | 3,019 |
Total costs and expenses | 160,169 | 150,055 |
Operating income | 20,872 | 22,643 |
Interest income | 73 | 61 |
Interest expense | (5,469) | (4,541) |
Other income (expense), net | (643) | 1,146 |
Income before income taxes | 14,833 | 19,309 |
Provision for income taxes | 3,346 | 4,087 |
Net income | $ 11,487 | $ 15,222 |
Basic net income per share | $ 0.39 | $ 0.51 |
Diluted net income per share | $ 0.38 | $ 0.50 |
Weighted average common shares outstanding (See Note 11): | ||
Basic | 29,562 | 29,488 |
Diluted | 30,185 | 29,982 |
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- 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
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
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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- 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
Carrying value as of the balance sheet date of the portion of long-term, collateralized debt obligations due within one year or the operating cycle, if longer. Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer), excluding the current portion, if any. Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower. 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 (Parenthetical) (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
Mar. 31, 2011
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Dec. 31, 2010
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Current Assets: | ||
Trade accounts receivable, allowances | $ 6,678 | $ 7,322 |
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 | 35,807 | 35,745 |
Treasury stock, shares | 7,299 | 7,212 |
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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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- 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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- Details
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- 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
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- 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.
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- Details
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- 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
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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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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
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
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X | ||||||||||
- Details
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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
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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
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X | ||||||||||
- Definition
The cash outflow to reacquire common stock during the period. 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 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 payment of collateralized debt obligation (backed by pledge, mortgage or other lien in the entity's assets). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
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
|
Basis of Presentation
|
3 Months Ended |
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Mar. 31, 2011
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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 March 31, 2011 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, 2010 included in the Company’s
Annual Report on Form 10-K. The December 31, 2010 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 three-month period ended March 31, 2011 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, valuation of intangible assets including in-process
research and development, 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, computation of taxes, valuation allowances
recorded against deferred tax assets, the valuation of stock-based compensation,
valuation of pension assets and liabilities, valuation of derivative instruments 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.
Recently Issued Accounting Standards
There have been no recently issued accounting standards that have an impact on the
Company’s financial statements.
Supplemental Cash Flow Information
During the three months ended March 31, 2010, 282,086 stock options were exercised,
whereby in lieu of a cash payment for the exercise price, an option holder tendered
73,546 shares of Company stock that had a fair market value of approximately $3.1
million. These tendered shares were then immediately retired.
|
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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
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Business and Asset Acquisitions
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3 Months Ended |
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Mar. 31, 2011
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Business and Asset Acquisitions [Abstract] | |
BUSINESS AND ASSET ACQUISITIONS |
2. BUSINESS AND ASSET ACQUISITIONS
Integra
Neurosciences Pty Ltd.
In October 2008, the Company acquired Integra Neurosciences Pty Ltd. in Australia
and Integra Neurosciences Pty Ltd. in New Zealand for $4.0 million (6.0 million
Australian dollars) in cash at closing, $0.3 million in acquisition expenses and working
capital adjustments, and up to $2.1 million based on the exchange rates in effect at the
time of the acquisition (3.1 million Australian dollars) in future payments based on the
performance of business in the three years after closing. Approximately $0.9 million
(1.0 million Australian dollars) of this potential revenue performance
obligation was paid in November 2009 for the first revenue performance year, $1.0
million (1.0 million Australian dollars) was paid in December 2010 for the second
revenue performance year, and $1.1 million (1.0 million Australian dollars) has been
accrued at March 31, 2011 for the third revenue performance year.
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, subject to
certain adjustments, acquisition expenses of $2.4 million, working capital adjustments
of $3.9 million, and up to $125.0 million in future payments based on the revenue
performance of the business in each of the two years after closing. The Company paid
approximately $52.0 million for the first year revenue performance obligation in
November 2009 and accrued an additional $3.4 million in September 2010 related to the
disputed settlement amount (see Note 13, “Commitments and Contingencies”). The Company
believes that there are no additional amounts due for the second performance year.
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X | ||||||||||
- Details
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- Definition
Business combination and asset acquisition. No definition available.
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Inventories
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Mar. 31, 2011
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Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORIES |
3. INVENTORIES
Inventories, net consisted of the following:
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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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Goodwill and Other Intangible Assets
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Mar. 31, 2011
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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 three months ended March 31, 2011
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. This assessment is performed annually during
the second quarter and was performed most recently during the second quarter of 2010
resulting in no impairment.
During the first quarter of 2011, the Company recorded impairment charges of $0.1
million related to a technology asset whose related products are being discontinued, and
$0.1 million related to an associated brand name that will no longer be used as a result
of our re-branding strategy. These amounts have been recorded in cost of product
revenues and amortization expense, respectively.
The components of the Company’s identifiable intangible assets were as follows (dollars
in thousands):
Based on quarter-end exchange rates, annual amortization expense is expected to
approximate $17.2 million in 2011, $16.6 million in 2012, $13.9 million in 2013, $13.0
million in 2014 and $11.4 million in 2015. Identifiable intangible assets are initially
recorded at fair market value at the time of acquisition generally using an income or
cost approach.
|
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- Details
|
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- 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
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Debt
|
3 Months Ended |
---|---|
Mar. 31, 2011
|
|
Debt [Abstract] | |
DEBT |
5. DEBT
Amended and Restated Senior Credit Agreement
During 2010, the Company entered into an amended and restated credit agreement with a
syndicate of lending banks (the “Senior Credit Facility”). The Senior Credit Facility
provides for a revolving credit component of $450.0 million, a $150.0 million term loan
component and allows the Company to further increase the size of either the term loan
component or the revolving credit component, or a combination thereof, by an aggregate
of $150.0 million with additional commitments. The Senior Credit Facility matures on
August 10, 2015 and is collateralized by substantially all of the assets of the Company’s
U.S. subsidiaries, excluding intangible assets. The Senior Credit
Facility is also subject to various financial
and negative covenants and at March 31, 2011 the Company was in
compliance with all such covenants.
At March 31, 2011 and December 31, 2010, there was $60.0 million and $100.0 million
outstanding, respectively, under the revolving credit component of the Senior Credit
Facility at a weighted average interest rate of 2.5%. At March 31, 2011, there was
approximately $390.0 million available for borrowing under the revolving credit
component. The fair value of outstanding borrowings under the revolving credit component
at March 31, 2011 was approximately $60.7 million. The Company considers the balance to
be current in nature based on its current intent and ability to repay the borrowing
during the next twelve-month period.
At March 31, 2011 and December 31, 2010, there was $146.3 million and $148.1
million outstanding, respectively, under the term loan component of the Senior Credit
Facility at an interest rate of 2.6%. The Company considers $9.4 million of the March
31, 2011 balance as short-term and $136.9 million as long-term based on the terms of
this component of the agreement. Under the term loan component, annual principal
payments are expected to be as follows: $8.4 million in 2011, $12.2 million in 2012,
$15.0 million in 2013, $15.0 million in 2014 and $97.5 million in 2015. The fair value
of outstanding borrowings on the term loan component at March 31, 2011 was approximately
$142.8 million.
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. The 2010 Notes were paid off in June 2010 in accordance with their
terms. The principal amount outstanding under the 2012 Notes at March 31, 2011 was
$165.0 million. The fair value of the 2012 Notes at March 31, 2011 was approximately
$169.6 million.
The 2012 Notes are the 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 2012 Notes is less than or equal to 97% of the average
conversion value of the 2012 Notes during a period as defined in the indenture; (3)
anytime after December 15, 2011; or (4) if specified corporate transactions occur. None
of these conditions existed with respect to the 2012 Notes as of March 31, 2011 and,
therefore, 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.
In connection with the issuance of the 2012 Notes, the Company entered into call
transactions and warrant transactions, primarily with affiliates of the initial
purchasers of the Notes (the “hedge participants”). The initial strike price of the call
transactions for the 2012 Notes is approximately $64.96, subject to anti-dilution
adjustments. The initial strike price of the warrant transactions for the 2012 Notes is
approximately $90.95 subject to customary anti-dilution adjustments.
|
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- Details
|
X | ||||||||||
- Definition
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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Mar. 31, 2011
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Derivative Instruments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS |
6. DERIVATIVE INSTRUMENTS
Interest Rate Hedging
The Company’s interest rate risk relates to U.S. dollar denominated variable LIBOR
interest rate borrowings. The Company uses an interest rate swap derivative instrument
entered into on August 10, 2010 with an effective date of December 31, 2010 to manage
its earnings and cash flow exposure to changes in interest rates by converting a portion
of its floating-rate debt into fixed-rate debt beginning on December 31, 2010. This
interest rate swap expires on August 10, 2015.
The Company designates this derivative instrument as a cash flow hedge. The Company
records the effective portion of any change in the fair value of a derivative instrument
designated as a cash flow hedge as unrealized gains or losses in accumulated other
comprehensive income (“AOCI”), net of tax, until the hedged item affects earnings, at
which point the effective portion of any gain or loss will be reclassified to earnings.
If the hedged cash flow does not occur, or if it becomes probable that it will not
occur, the Company will reclassify the amount of any gain or loss on the related cash
flow hedge to interest expense at that time.
The Company expects that approximately $2.0 million of pre-tax losses recorded as
net in AOCI related to the interest rate hedge could be reclassified to earnings within
the next twelve months.
Foreign Currency Hedging
From time to time the Company enters into foreign currency hedge contracts intended to
protect the U.S. dollar value of certain forecasted foreign currency denominated
transactions. There were no foreign currency hedge contracts outstanding as of March 31,
2011 or December 31, 2010. The Company records the effective portion of any change in
the fair value of foreign currency cash flow hedges in AOCI, net of tax, until the
hedged item affects earnings. Once the related hedged item affects earnings, the Company
reclassifies the effective portion of any related unrealized gain or loss on the foreign
currency cash flow hedge to earnings. If the hedged forecasted transaction does not
occur, or if it becomes probable that it will not occur, the Company will reclassify the
amount of any gain or loss on the related cash flow hedge to earnings at that time.
The success of the Company’s hedging program depends, in part, on forecasts of
certain activity denominated in euros. The Company may experience unanticipated currency
exchange gains or losses to the extent that there are differences between forecasted and
actual activity during periods of currency volatility. In addition, changes in currency
exchange rates related to any unhedged transactions may affect its earnings and cash
flows.
Counterparty Credit Risk
The Company manages its concentration of counterparty credit risk on its derivative
instruments by limiting acceptable counterparties to a group of major financial
institutions with investment grade credit ratings, and by actively monitoring their
credit ratings and outstanding positions on an ongoing basis. Therefore, the Company
considers the credit risk of the counterparties to be low. Furthermore, none of the
Company’s derivative transactions is subject to collateral or other security
arrangements, and none contains provisions that depend upon the Company’s credit ratings
from any credit rating agency.
Fair Value of Derivative Instruments
The
Company has classified all of its derivative instruments within Level
2 of the fair value hierarchy because observable inputs are available
for substantially the full term of the derivative instruments. The following table summarizes the fair value, notional amounts presented in U.S.
dollars, and presentation in the consolidated balance sheet for derivatives designated
as hedging instruments as of March 31, 2011 and December 31, 2010:
The following presents the effect of derivative instruments designated as cash flow
hedges on the accompanying consolidated statements of operations during the three months
ended March 31, 2011 and 2010:
The Company recognized no gains or losses resulting from ineffectiveness of cash
flow hedges during the three months ended March 31, 2011 and 2010.
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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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3 Months Ended |
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Mar. 31, 2011
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Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION |
7. STOCK-BASED COMPENSATION
As of March 31, 2011, 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 or 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. Restricted stock issued under
the Plans vest over specified periods, generally three years after the date of grant.
Stock Options
The Company did not grant stock options during the three months ended March 31, 2011 or
March 31, 2010. As of March 31, 2011, there was approximately $1.2 million of total
unrecognized compensation costs related to unvested stock options. These costs are
expected to be recognized over the next nine months. The Company received net proceeds
of $1.7 million and $2.6 million from stock option exercises for the three months ended
March 31, 2011 and 2010, 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 Company expenses the fair value of these awards on a
straight-line basis over the vesting period or requisite service period, whichever is
shorter. As of March 31, 2011, there were approximately $13.8 million of total
unrecognized compensation costs related to unvested awards. The Company expects to
recognize these costs over a weighted-average period of approximately
1.5 years.
The Company has no formal policy related to the repurchase of shares for the purpose of
satisfying stock-based compensation obligations. Independent of these programs, the
Company does have a practice of repurchasing shares, from time to time, in the open
market.
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.
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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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Treasury Stock
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Mar. 31, 2011
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TREASURY STOCK |
8. TREASURY STOCK
On October 29, 2010, the Company’s Board of Directors authorized the Company to
repurchase shares of the Company’s common stock for an aggregate purchase price not to
exceed $75.0 million through December 31, 2012. Shares may be purchased either in the
open market or in privately negotiated transactions. As of March 31, 2011, there
remained $70.7 million available for share repurchases under this latest authorization.
The following table sets forth the Company’s treasury stock activity:
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This element may be used to capture the complete disclosure pertaining to an entity's treasury stock, including the average cost per share, carrying basis for each class of treasury stock, description of share repurchase program authorized by an entity's Board of Directors, the treatment of the purchase price in excess of the current market value, number of shares held for each class of treasury stock, and other information necessary to a fair presentation. No definition available.
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Retirement Benefit Plans
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Mar. 31, 2011
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Retirement Benefit Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RETIREMENT BENEFIT PLANS |
9. 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 in
December 2005. 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.
Effective March 31, 2011, the Company froze the benefits due to the participants of the
UK Plan in their entirety. This curtailment resulted in a $0.3 million reduction in the
projected benefit obligations which we recorded during the quarter ended March 31, 2011.
The Company recorded the entire curtailment gain as an offset to the unrecognized net
actuarial loss in accumulated other comprehensive income; therefore, this gain had no
impact on the condensed consolidated statements of operations.
Net periodic benefit costs for the Company’s defined benefit pension plans included the
following amounts:
The Company made $0.2 million and $0.3 million of contributions to its defined
benefit pension plans during the three months ended March 31, 2011 and March 31, 2010,
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 Income
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Mar. 31, 2011
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Comprehensive Income [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMPREHENSIVE INCOME |
10. COMPREHENSIVE INCOME
Comprehensive income was as follows:
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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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Mar. 31, 2011
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NET INCOME PER SHARE |
11. NET INCOME PER SHARE
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 EPS. The participating securities had an insignificant impact
(impacts the rounding by less than $0.01 per share) on basic and diluted net income per
share for the three months ended March 31, 2011 and 2010; therefore, we do not present
the full calculation below.
Basic and diluted net income per share were as follows:
At March 31, 2011 and 2010, the Company had 1.5 million and 1.9 million of
outstanding stock options, respectively. The Company also has warrants outstanding
relating to its 2012 Notes at March 31, 2011 and its 2010 Notes and 2012 Notes at March
31, 2010. Stock options 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 March 31, 2011 and 2010, 0.2
million and 0.7 million anti-dilutive stock options, respectively, were excluded from
the diluted earnings per share calculation. As the strike price of the warrants exceeds
the Company’s average stock price for the period, the warrants are anti-dilutive and we
excluded the entire number of warrants, the amount of which is based on the Company’s
average stock price, 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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Mar. 31, 2011
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SEGMENT SEGMENT AND GEOGRAPHIC INFORMATIONGEOGRAPHIC INFORMATION |
12. SEGMENT AND GEOGRAPHIC INFORMATION
The Company’s chief operating decision maker reviews financial results and manages the
business on an aggregate basis. Therefore, the Company presents financial results in a
single reporting 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:
The Company attributes revenues to geographic areas based on the location of the
customer. We summarize total revenues by major geographic area below:
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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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3 Months Ended |
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Mar. 31, 2011
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Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
13. 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 sales of
certain products that we sell. The royalty payments that the Company made under these
agreements were not significant for any of the periods presented.
The Company has settled, or has pending against it, various other lawsuits, claims and
proceedings. We describe the most significant of these 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 related
to the first performance year that ended September 30, 2009. The notice alleged that the
Company owed an additional $6.7 million. In January 2011, the Company received a notice
from the seller’s representative that the alleged amount owed had been reduced to $5.7
million. The Company is 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. The Company has
accrued $3.4 million at March 31, 2011 for the settlement in this matter. The Company
believes that there are no additional amounts due under the asset purchase agreement for
the second performance year that ended September 30, 2010.
The Company has various product liability claims pending against it for which it
currently has accruals totaling $2.5 million recorded in the financial statements. The
Company’s insurance policies cover these matters and the Company has recorded a
corresponding receivable. Therefore, there is no impact on the Company’s consolidated
statements of operations.
In addition to these matters, 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 these contingencies could materially affect its results of operations,
financial position and cash flows in a particular period.
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 a period cost as outside counsel incurs those
fees.
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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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