XML 22 R32.htm IDEA: XBRL DOCUMENT v2.4.0.6
Debt and Bank Borrowing Arrangements; Convertible Note and Common Stock Offerings (Details) (USD $)
12 Months Ended 12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2005
Dec. 31, 2011
2005 LOC [Member]
Dec. 31, 2011
2011 LOC [Member]
Jun. 30, 2011
2011 LOC [Member]
Dec. 31, 2011
Convertible Notes [Member]
Decimal
Dec. 31, 2010
Convertible Notes [Member]
Dec. 31, 2009
Convertible Notes [Member]
Dec. 31, 2009
Repurchase of Convertible Notes [Member]
Debt and Bank Borrowing Arrangements; Convertible Note and Common Stock Offerings [Abstract]                      
Issuance of common stock (in shares)       2,070,000              
Equity issuance, per share amount       $ 43.31              
Proceeds from offering, net       $ 84,600,000              
Payments of stock issuance costs       5,000,000              
Issuance of senior subordinated convertible notes       121,000,000              
Stated interest rate (in hundredths)       2.875%              
Maturity date       Dec. 15, 2035              
Extinguishment of Debt [Line Items]                      
Convertible Notes repurchased                     27,900,000
Purchase price of repurchased Notes                     23,200,000
Estimated fair value of conversion feature of notes repurchased                     21,800,000
Gain recognized on note repurchase                     2,300,000
Unamortized debt issuance costs                     392,000
Gain on early extinguishment of debt 0 0 1,881,000               1,900,000
Equity component of convertible Notes repurchased, additional paid in capital                     1,400,000
Remaining amount of notes authorized for note repurchase program               26,800,000      
Notes repurchases - original authorized amount               50,000,000      
Interest paid 2,709,000 3,251,000 2,952,000             2,952,000  
Repayments of convertible debt 0 0 20,239,000             20,239,000  
Long-term debt [Abstract]                      
Principal amount               93,100,000 93,100,000   24,100,000
Unamortized discount               (3,806,000) (7,501,000)    
Net carrying amount               89,294,000 85,599,000    
Current portion of long-term debt               89,294,000 0    
Noncurrent portion of long-term debt 0 85,599,000           0 85,599,000    
Equity component, net of income tax benefit               16,399,000 16,399,000    
Discount rate used on the liability component of long-term debt (in hundredths)               7.50%      
Interest expense on Convertible Notes [Abstract]                      
Contractual interest coupon               2,676,000 2,677,000 3,058,000  
Non-cash amortization of discount on the liability component               3,694,000 3,436,000 3,641,000  
Non-cash amortization of debt issuance costs               380,000 364,000 399,000  
Total 3,695,000 3,436,000 3,643,000         6,750,000 6,477,000 7,098,000  
Conversion factor (in shares per $1000 principal)               17.1032      
Principal per conversion               1,000      
Conversion price (in dollars per share)               $ 58.47      
Terms of conversion               The Notes are convertible into 17.1032 shares of Ceradyne's common stock for each $1,000 principal amount of the Notes (which represents a conversion price of approximately $58.47 per share), subject to adjustment. The conversion rate will be adjusted upon the occurrence of events that affect Ceradyne's outstanding common stock, such as the issuance of our common stock or other securities as a dividend distribution to holders of our common stock, a subdivision or combination of our common stock, a recapitalization, reclassification or change of our common stock, or a consolidation or merger involving Ceradyne, as a result of which our common stock would be converted into, or exchanged for, stock, other securities or other property. Generally, the conversion rate would be adjusted as of the effective time of such transaction, such that the Notes would then be convertible into the kind and amount of shares of stock, other securities or other property, that a holder of a number of shares of common stock equal to the conversion rate prior to such transaction would have owned or been entitled to receive upon such transaction. The conversion rate will also be adjusted under certain circumstances to provide for a make whole premium, as described below. The Notes are convertible only under certain circumstances, including (a) during a calendar quarter if the closing price of the Company's common stock for at least twenty trading days in the thirty consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 120% of the then effective conversion price, (b) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Notes for each day of that period was less than 98% of the product of the closing price for our common stock for each day of that period and the then applicable conversion rate, (c) if the Notes are called for redemption, (d) if specified corporate transactions or fundamental changes occur, or (e) during the ten trading days prior to maturity of the Notes. With respect to each $1,000 principal amount of the Notes surrendered for conversion, the Company will deliver the conversion value to holders as follows: (1) an amount in cash equal to the lesser of (a) the aggregate conversion value of the Notes to be converted and (b) $1,000, and (2) if the aggregate conversion value of the Notes to be converted is greater than $1,000, an amount in shares or cash equal to such aggregate conversion value in excess of $1,000.      
Put options terms               The Notes contain put options, which may require the Company to repurchase in cash all or a portion of the Notes on December 15, 2012, December 15, 2015, December 15, 2020, December 15, 2025, and December 15, 2030 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, including contingent interest (as described below), if any, up to but excluding the repurchase date. The Company reclassified its long term debt consisting of its outstanding Notes, as short-term debt because the Note holders have the right to demand repayment on December 15, 2012.      
Terms of interest rate payments               The Company is obligated to pay contingent interest to the holders of the Notes during any six-month period from June 15 to December 14 and from December 15 to June 14, commencing with the six-month period beginning December 20, 2010 and ending on June 14, 2011, if the average trading price of the note for the five trading day period ending on the third trading day immediately preceding the first day of the relevant contingent interest period equals $1,200 (120% of the principal amount of a note) or more. The amount of contingent interest payable per note for any relevant contingent interest period shall equal 0.25% per annum of the average trading price of a note for the five trading day period ending on the third trading day immediately preceding the first day of the relevant contingent interest period. This contingent interest payment feature represents an embedded derivative.      
Line of Credit Facility [Line Items]                      
Unsecured line of credit, maximum borrowing capacity         10,000,000 7,000,000 5,000,000        
Borrowings outstanding         0 0          
Outstanding letters of credit         4,200,000 1,900,000          
Interest rate (in hundredths)         1.30% 1.30%          
Basis spread on LIBOR           1.00%          
Capitalized interest   $ 445,000                  
Dividends payable, date declared Feb. 16, 2012                    
Dividends declared (in dollars per share) $ 0.15                    
Dividends payable, date to be paid Mar. 20, 2012                    
Dividends payable, date of record Mar. 06, 2012