Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35060 | |
Entity Registrant Name | PACIRA BIOSCIENCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0619477 | |
Entity Address, Address Line One | 5 Sylvan Way, Suite 300 | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | 973 | |
Local Phone Number | 254-3560 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PCRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,025,456 | |
Entity Central Index Key | 0001396814 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 66,699 | $ 99,957 |
Short-term investments | 523,364 | 421,705 |
Accounts receivable, net | 52,583 | 53,046 |
Inventories, net | 64,606 | 64,650 |
Prepaid expenses and other current assets | 12,995 | 12,265 |
Total current assets | 720,247 | 651,623 |
Long-term investments | 34,971 | 95,459 |
Fixed assets, net | 144,822 | 136,688 |
Right-of-use assets, net | 72,888 | 74,492 |
Goodwill | 99,547 | 99,547 |
Intangible assets, net | 94,554 | 96,521 |
Deferred tax assets | 104,467 | 106,164 |
Equity investments and other assets | 16,053 | 14,019 |
Total assets | 1,287,549 | 1,274,513 |
Current liabilities: | ||
Accounts payable | 9,110 | 10,431 |
Accrued expenses | 50,239 | 70,974 |
Lease liabilities | 5,503 | 7,425 |
Convertible senior notes | 151,647 | 149,648 |
Contingent consideration | 14,864 | 14,736 |
Income taxes payable | 721 | 114 |
Total current liabilities | 232,084 | 253,328 |
Convertible senior notes | 317,338 | 313,030 |
Lease liabilities | 69,666 | 71,025 |
Contingent consideration | 12,355 | 13,610 |
Other liabilities | 5,288 | 3,832 |
Total liabilities | 636,731 | 654,825 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at March 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, par value $0.001; 250,000,000 shares authorized; 43,957,510 shares issued and outstanding at March 31, 2021; 43,636,929 shares issued and outstanding at December 31, 2020 | 44 | 44 |
Additional paid-in capital | 894,108 | 873,201 |
Accumulated deficit | (243,506) | (253,875) |
Accumulated other comprehensive income | 172 | 318 |
Total stockholders’ equity | 650,818 | 619,688 |
Total liabilities and stockholders’ equity | $ 1,287,549 | $ 1,274,513 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 43,957,510 | 43,636,929 |
Common stock, shares outstanding (in shares) | 43,957,510 | 43,636,929 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total net product sales | $ 119,027 | $ 105,684 |
Operating expenses: | ||
Cost of goods sold | 31,349 | 29,732 |
Research and development | 15,879 | 15,819 |
Selling, general and administrative | 48,522 | 44,780 |
Amortization of acquired intangible assets | 1,967 | 1,967 |
Acquisition-related loss (gains), product discontinuation and other | (1,873) | 3,708 |
Total operating expenses | 99,590 | 88,590 |
Income from operations | 19,437 | 17,094 |
Other (expense) income: | ||
Interest income | 415 | 1,589 |
Interest expense | (6,971) | (6,022) |
Other, net | (157) | (4,104) |
Total other expense, net | (6,713) | (8,537) |
Income before income taxes | 12,724 | 8,557 |
Income tax expense | (2,355) | (398) |
Net income | $ 10,369 | $ 8,159 |
Net income per share: | ||
Basic net income per common share (in USD per share) | $ 0.24 | $ 0.19 |
Diluted net income per common share (in USD per share) | $ 0.23 | $ 0.19 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 43,833 | 42,032 |
Diluted (in shares) | 45,966 | 42,785 |
Product | ||
Revenues: | ||
Total net product sales | $ 118,738 | $ 104,745 |
Royalty | ||
Revenues: | ||
Total net product sales | $ 289 | $ 939 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 10,369 | $ 8,159 |
Other comprehensive income (loss): | ||
Net unrealized loss on investments, net of tax | (150) | (1,368) |
Foreign currency translation adjustments | 4 | 0 |
Total other comprehensive loss | (146) | (1,368) |
Comprehensive income | $ 10,223 | $ 6,791 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balances (in shares) at Dec. 31, 2019 | 41,908,000 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 354,944 | $ 42 | $ 753,978 | $ (399,398) | $ 322 |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options (in shares) | 208,000 | ||||
Exercise of stock options | 3,455 | 3,455 | |||
Vested restricted stock units (in shares) | 1,000 | ||||
Stock-based compensation | 8,847 | 8,847 | |||
Other comprehensive loss (Note 11) | (1,368) | (1,368) | |||
Net income | 8,159 | 8,159 | |||
Balances (in shares) at Mar. 31, 2020 | 42,117,000 | ||||
Balance at end of period at Mar. 31, 2020 | 374,037 | $ 42 | 766,280 | (391,239) | (1,046) |
Balances (in shares) at Dec. 31, 2020 | 43,637,000 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ 619,688 | $ 44 | 873,201 | (253,875) | 318 |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of stock options (in shares) | 317,259 | 317,000 | |||
Exercise of stock options | $ 10,797 | 10,797 | |||
Vested restricted stock units (in shares) | 4,000 | ||||
Stock-based compensation | 10,110 | 10,110 | |||
Other comprehensive loss (Note 11) | (146) | (146) | |||
Net income | 10,369 | 10,369 | |||
Balances (in shares) at Mar. 31, 2021 | 43,958,000 | ||||
Balance at end of period at Mar. 31, 2021 | $ 650,818 | $ 44 | $ 894,108 | $ (243,506) | $ 172 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net income | $ 10,369 | $ 8,159 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Deferred taxes | 1,746 | 0 |
Depreciation of fixed assets and amortization of intangible assets | 4,851 | 4,821 |
Amortization of debt issuance costs | 651 | 439 |
Amortization of debt discount | 5,657 | 3,594 |
(Gain) loss on disposal and impairment of fixed assets | (11) | 22 |
Stock-based compensation | 10,110 | 8,847 |
Changes in contingent consideration | (1,127) | (3,874) |
Loss on investment and other non-operating income, net | 155 | 3,971 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 462 | 8,542 |
Inventories, net | 43 | (1,370) |
Prepaid expenses and other assets | 254 | (3,674) |
Accounts payable | (1,351) | 2,868 |
Accrued expenses and income taxes payable | (18,027) | (24,700) |
Other liabilities | (1,701) | (1,173) |
Payment of contingent consideration to MyoScience, Inc. securityholders | 0 | (264) |
Net cash provided by operating activities | 12,081 | 6,208 |
Investing activities: | ||
Purchases of fixed assets | (13,073) | (6,724) |
Purchases of available for sale investments | (186,653) | (72,610) |
Sales of available for sale investments | 145,282 | 50,768 |
Debt investments | (1,220) | 0 |
Net cash used in investing activities | (55,664) | (28,566) |
Financing activities: | ||
Proceeds from exercises of stock options | 10,325 | 3,455 |
Payment of contingent consideration to MyoScience, Inc. securityholders | 0 | (4,736) |
Net cash provided by (used in) financing activities | 10,325 | (1,281) |
Net decrease in cash and cash equivalents | (33,258) | (23,639) |
Cash and cash equivalents, beginning of period | 99,957 | 78,228 |
Cash and cash equivalents, end of period | 66,699 | 54,589 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,686 | 0 |
Cash paid for income taxes, net of refunds | 1 | 0 |
Non-cash investing and financing activities: | ||
Fixed assets included in accounts payable and accrued liabilities | $ 7,033 | $ 2,595 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Deferred tax associated with equity component of convertible debt | $ 20.5 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Pacira BioSciences, Inc. and its subsidiaries (collectively, the “Company” or “Pacira”) is the industry leader in its commitment to non-opioid pain management and regenerative health solutions to improve patients’ journeys along the neural pain pathway. The Company’s long-acting, local analgesic, EXPAREL ® (bupivacaine liposome injectable suspension), was commercially launched in the United States in April 2012 and approved by the European Commission in November 2020. EXPAREL utilizes DepoFoam ® , a unique and proprietary delivery technology that encapsulates drugs without altering their molecular structure, and releases them over a desired period of time. In April 2019, the Company added iovera° ® to its commercial offering with the acquisition of MyoScience, Inc., or MyoScience. The iovera° system is a handheld cryoanalgesia device used to deliver a precise, controlled application of cold temperature to only targeted nerves. Pacira is subject to risks common to companies in similar industries and stages, including, but not limited to, competition from larger companies, reliance on revenue from two products, reliance on a limited number of manufacturing sites, new technological innovations, dependence on key personnel, reliance on third-party service providers and sole source suppliers, protection of proprietary technology, compliance with government regulations and risks related to cybersecurity. The Company is managed and operated as a single business focused on the development, manufacture, marketing, distribution and sale of non-opioid pain management and regenerative health solutions. The Company is managed by a single management team, and consistent with its organizational structure, the Chief Executive Officer and Chairman manages and allocates resources at a consolidated level. Accordingly, the Company views its business as one reportable segment to evaluate performance, allocate resources, set operational targets and forecast its future financial results. Novel Coronavirus (COVID-19) Pandemic During 2020 and thus far in 2021, the Company’s net product sales were negatively impacted by the global pandemic caused by a novel strain of coronavirus (COVID-19), which mandated significant postponement or suspension in the scheduling of elective surgical procedures resulting from public health guidance and government directives. Elective surgical restrictions began to lift on a state-by-state basis in April 2020; however, while many restrictions have since eased as COVID-19 vaccines become more widely available and administered to the general public, the Company still does not know how long it will take the elective surgical market to normalize, or if restrictions on elective surgical procedures will recur. The Company’s manufacturing sites are operational and have implemented new safety protocols and guidelines as recommended by federal, state and local governments. To date, there have been no material impacts to the Company’s supply chain. The situation remains dynamic and subject to rapid and possibly material changes. Additional negative impacts may also arise from the COVID-19 pandemic that the Company is unable to foresee. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), for interim reporting. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 . The condensed consolidated financial statements at March 31, 2021, and for the three-month periods ended March 31, 2021 and 2020, are unaudited, but include all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP. The condensed consolidated balance sheet at December 31, 2020 is derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations for these interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year. Concentration of Major Customers The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc. and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual doctors. The Company also sells EXPAREL directly to ambulatory surgery centers and physicians. The Company sells its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee and sells iovera° directly to end users. The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented: Three Months Ended 2021 2020 Largest wholesaler 32% 32% Second largest wholesaler 29% 31% Third largest wholesaler 27% 26% Total 88% 89% Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which amended the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard now allows for certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocations, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, the Company would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard became effective for the Company beginning January 1, 2021, and there were no material impacts to the consolidated financial statements upon adoption. Recent Accounting Pronouncements Not Adopted as of March 31, 2021 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), which limits the number of convertible instruments that require separate accounting to (i) those with embedded conversion features that are not clearly and closely related to the debt, that meet the definition of a derivative, and that do not qualify for the scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, the new guidance requires diluted earnings per share calculations to be prepared using the if-converted method, instead of the treasury stock method. The guidance must be applied in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company has the option to adopt the new guidance using a modified retrospective method of transition, which would then be applied to transactions outstanding at the time of adoption, or the full retrospective method. The Company is evaluating the impact from the adoption of ASU 2020-06 on its consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Revenue from Contracts with Customers The Company’s sources of revenue include (i) sales of EXPAREL in the United States, or U.S.; (ii) sales of iovera° in the U.S.; (iii) sales of, and royalties on, its bupivacaine liposome injectable suspension for veterinary use in the U.S. and (iv) license fees and milestone payments. To date, there has been no revenue from sales of EXPAREL or iovera° in the European Union, or E.U. The Company does not consider revenue from sources other than sales of EXPAREL to be material to its consolidated revenue. As such, the following disclosure only relates to revenue associated with net EXPAREL product sales. Net Product Sales The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers based on orders of the product placed by end-users, namely hospitals, ambulatory surgery centers and healthcare provider offices. EXPAREL is delivered directly to the end-user without the wholesaler ever taking physical possession of the product. Product revenue is recognized when control of the promised goods are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods. EXPAREL revenue is recorded at the time the product is delivered to the end-user. Revenues from sales of products are recorded net of returns allowances, prompt payment discounts, wholesaler service fees, volume rebates and chargebacks. These reserves are based on estimates of the amounts earned or to be claimed on the related sales. These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of the sale, using the most likely amount method, except for returns, which is based on the expected value method. The Company includes these estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. The calculation of some of these items requires management to make estimates based on sales data, historical return data, contracts and other related information that may become known in the future. The adequacy of these provisions is reviewed on a quarterly basis. Accounts Receivable The majority of accounts receivable arise from product sales and represent amounts due from wholesalers, hospitals, ambulatory surgery centers and doctors. Payment terms generally range from zero Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, or ASC, 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. At contract inception, the Company assesses the goods promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good that is distinct. When identifying individual performance obligations, the Company considers all goods promised in the contract regardless of whether explicitly stated in the customer contract or implied by customary business practices. The Company’s contracts with customers require it to transfer an individual distinct product, which represents a single performance obligation. The Company’s performance obligation with respect to its product sales is satisfied at a point in time, which transfers control upon delivery of EXPAREL to its customers. The Company considers control to have transferred upon delivery because the customer has legal title to the asset, physical possession of the asset has been transferred, the customer has significant risks and rewards of ownership of the asset, and the Company has a present right to payment at that time. Disaggregated Revenue The following table represents disaggregated net product sales in the periods presented as follows (in thousands): Three Months Ended 2021 2020 Net product sales: EXPAREL / bupivacaine liposome injectable suspension $ 115,470 $ 102,475 iovera° 3,268 2,270 Total net product sales $ 118,738 $ 104,745 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventories, net are as follows (in thousands): March 31, December 31, 2021 2020 Raw materials $ 31,697 $ 26,886 Work-in-process 10,035 16,266 Finished goods 22,874 21,498 Total $ 64,606 $ 64,650 |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | FIXED ASSETS Fixed assets, net, summarized by major category, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 76,732 $ 74,966 Leasehold improvements 54,567 54,434 Computer equipment and software 12,312 12,170 Office furniture and equipment 2,477 2,387 Construction in progress 79,951 71,091 Total 226,039 215,048 Less: accumulated depreciation (81,217) (78,360) Fixed assets, net $ 144,822 $ 136,688 For both the three months ended March 31, 2021 and 2020, depreciation expense was $2.9 million. For the three months ended March 31, 2021 and 2020, there was $1.0 million and less than $0.1 million of capitalized interest on the construction of manufacturing sites, respectively. At March 31, 2021 and December 31, 2020, total fixed assets, net includes leasehold improvements and manufacturing process equipment located in Europe in the amount of $67.8 million and $67.5 million, respectively. As of both March 31, 2021 and December 31, 2020, the Company had asset retirement obligations of $2.0 million, which are included in accrued expenses and other liabilities on its condensed consolidated balance sheet, for costs associated with returning leased spaces to their original condition upon the termination of certain lease agreements. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASESThe Company leases all of its facilities, including its EXPAREL manufacturing facility in San Diego, California and its iovera° manufacturing facility in Fremont, California. These leases have remaining terms up to 9.4 years, some of which provide renewal options at the then-current market value. The Company also has an embedded lease with Thermo Fisher Scientific Pharma Services, for the use of their manufacturing facility in Swindon, England. A portion of the associated monthly base fees has been allocated to the lease component based on a relative fair value basis. The operating lease costs for the facilities include lease and non-lease components, such as common area maintenance and other common operating expenses, along with executory costs such as insurance and real estate taxes. Total operating lease costs are as follows (in thousands): Three Months Ended March 31, 2021 2020 Fixed lease costs $ 2,922 $ 1,564 Variable lease costs 478 448 Total $ 3,400 $ 2,012 Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for operating lease liabilities, net of lease incentive $ 4,600 $ 2,759 Right-of-use assets recorded in exchange for lease obligations $ — $ 174 The Company has elected to net the amortization of the right-of-use asset and the reduction of the lease liability principal in other liabilities in the condensed consolidated statement of cash flows. The Company has measured its operating lease liabilities at an estimated discount rate at which it could borrow on a collateralized basis over the remaining term for each operating lease. The weighted average remaining lease term and the weighted average discount rate are summarized as follows: March 31, 2021 2020 Weighted average remaining lease term 8.95 years 9.23 years Weighted average discount rate 6.89 % 7.55 % Maturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Minimum Payments Due 2021 (remaining nine months) $ 8,059 2022 10,423 2023 10,697 2024 10,980 2025 11,271 2026 through 2031 50,802 Total lease payments 102,232 Less: imputed interest (27,063) Total operating lease liabilities $ 75,169 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill The Company’s goodwill results from the acquisition of Pacira Pharmaceuticals, Inc. (the Company’s California operating subsidiary) from SkyePharma Holding, Inc. (now a subsidiary of Vectura Group plc), or Skyepharma in March 2007 (the “Skyepharma Acquisition”), and the acquisition of MyoScience, Inc. (the “MyoScience Acquisition”) in April 2019. There was no change in the carrying value of the Company’s goodwill during the three months ended March 31, 2021. The balance at both March 31, 2021 and December 31, 2020 was $99.5 million. The Skyepharma Acquisition occurred in March 2007, prior to the requirements to record contingent consideration at fair value under ASC 805-30. In connection with the Skyepharma Acquisition, the Company agreed to certain milestone payments for DepoBupivacaine products, including EXPAREL. As of March 31, 2021, the remaining milestone payments include: $4.0 million upon the first commercial sale in the United Kingdom, France, Germany, Italy or Spain; and $32.0 million when annual net sales collected reach $500.0 million (measured on a rolling quarterly basis). Any remaining milestone payments will be treated as additional costs of the Skyepharma Acquisition and, therefore, recorded as goodwill if and when each contingency is resolved. In connection with the MyoScience Acquisition, the Company recorded goodwill totaling $37.5 million. The Company made a tax election that allows the acquired goodwill and intangible assets associated with the MyoScience Acquisition to be tax deductible. Intangible Assets Intangible assets, net, consist of the developed technology and customer relationships that were acquired in the MyoScience Acquisition and are summarized as follows (in thousands): Estimated March 31, December 31, 2021 2020 Developed technology 14 years $ 110,000 $ 110,000 Customer relationships 10 years 90 90 Total intangible assets 110,090 110,090 Less: accumulated amortization (15,536) (13,569) Intangible assets, net $ 94,554 $ 96,521 Amortization expense on intangible assets for both the three months ended March 31, 2021 and 2020 was $2.0 million. Assuming no changes in the gross carrying amount of these intangible assets, amortization expense will be $5.9 million for the remaining nine months of 2021, $7.9 million annually through 2032 and $2.2 million in 2033. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Convertible Senior Notes Due 2025 In July 2020, the Company completed a private placement of $402.5 million in aggregate principal amount of its 0.750% convertible senior notes due 2025, or 2025 Notes, and entered into an indenture, or 2025 Indenture, with respect to the 2025 Notes. The 2025 Notes accrue interest at a fixed rate of 0.750% per year, payable semiannually in arrears on February 1 st and August 1 st of each year. The 2025 Notes mature on August 1, 2025. The total debt composition of the 2025 Notes is as follows (in thousands): March 31, December 31, 2021 2020 0.750% convertible senior notes due 2025 $ 402,500 $ 402,500 Deferred financing costs (8,502) (8,940) Discount on debt (76,660) (80,530) Total debt, net of debt discount and deferred financing costs $ 317,338 $ 313,030 The net proceeds from the issuance of the 2025 Notes were approximately $390.0 million, after deducting commissions and the offering expenses paid by the Company. A portion of the net proceeds from the 2025 Notes was used by the Company to repurchase $185.0 million in aggregate principal amount of its outstanding 2.375% convertible senior notes due 2022 in privately-negotiated transactions for a total of $211.1 million of cash (including accrued interest). Holders may convert the 2025 Notes at any time prior to the close of business on the business day immediately preceding February 3, 2025, only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period immediately after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2025 Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets; or (iv) if the Company calls the 2025 Notes for redemption, until the close of business on the business day immediately preceding the redemption date. During the quarter ended March 31, 2021, none of these conditions for conversion were met. On or after February 3, 2025, until the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders may convert their 2025 Notes at any time. Upon conversion, holders will receive the principal amount of their 2025 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 40 consecutive trading days during the observation period (as more fully described in the 2025 Indenture). For both the principal and excess conversion value, holders may receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option. The initial conversion rate for the 2025 Notes is 13.9324 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $71.78 per share of the Company’s common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The initial conversion price of the 2025 Notes represents a premium of approximately 32.5% to the closing sale price of $54.17 per share of the Company’s common stock on the Nasdaq Global Select Market on July 7, 2020, the date that the Company priced the private offering of the 2025 Notes. As of March 31, 2021, the 2025 Notes had a market price o f $1,200 pe r $1,000 principal amount. In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of further stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2025 Notes will be paid pursuant to the terms of the 2025 Indenture. In the event that all of the 2025 Notes are converted, the Company would be required to repay the $402.5 million in principal value and any conversion premium in any combination of cash and shares of its common stock (at the Company’s option). Prior to August 1, 2023, the Company may not redeem the 2025 Notes. On or after August 1, 2023 (but, in the case of a redemption of less than all of the outstanding 2025 Notes, no later than the 40 th scheduled trading day immediately before the maturity date), the Company may redeem for cash all or part of the 2025 Notes if the last reported sale price (as defined in the 2025 Indenture) of the Company’s common stock has been at least 130% of the conversion price then in effect for (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of redemption and (ii) the trading day immediately before the date the Company sends such notice. The redemption price will equal the sum of (i) 100% of the principal amount of the 2025 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. In addition, calling the 2025 Notes for redemption will constitute a “make-whole fundamental change” (as defined in the 2025 Indenture) and will, in certain circumstances, increase the conversion rate applicable to the conversion of such notes if it is converted in connection with the redemption. No sinking fund is provided for the 2025 Notes. If the Company undergoes a fundamental change, as defined in the 2025 Indenture, subject to certain conditions, holders of the 2025 Notes may require the Company to repurchase for cash all or part of their 2025 Notes at a repurchase price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a “make-whole fundamental change” (as defined in the 2025 Indenture) occurs prior to August 1, 2025, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with the make-whole fundamental change. The 2025 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of its indebtedness that is expressly subordinated in right of payment to the 2025 Notes, and equal in right of payment to the Company’s unsecured indebtedness. The 2025 Notes are also effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to any debt or other liabilities (including trade payables) of the Company’s subsidiaries. While the 2025 Notes are currently classified on the Company’s consolidated balance sheet at March 31, 2021 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods. In the event that the holders of the 2025 Notes have the election to convert the 2025 Notes at any time during the prescribed measurement period, the 2025 Notes would then be considered a current obligation and classified as such. Under ASC 470-20, Debt with Conversion and Other Options , an entity must separately account for the liability and equity components of convertible debt instruments (such as the 2025 Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The liability component of the instrument is valued in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. The initial carrying value of the liability component of $314.7 million was calculated using a 5.78% assumed borrowing rate. The equity component of $87.8 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2025 Notes and is recorded in additional paid-in capital on the consolidated balance sheet at the issuance date. The equity component is treated as a discount on the liability component of the 2025 Notes, which is amortized over the five-year term of the 2025 Notes using the effective interest rate method. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. A deferred tax liability was recognized in the amount of $20.5 million, with the offsetting amount recorded in additional paid-in capital. The Company allocated the total transaction costs of approximately $12.5 million related to the issuance of the 2025 Notes to the liability and equity components of the 2025 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five-year term of the 2025 Notes, and transaction costs attributable to the equity component totaling $2.7 million are netted with the equity component in stockholders’ equity. The 2025 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The 2025 Indenture contains customary events of default with respect to the 2025 Notes, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the 2025 Notes will automatically become due and payable. Convertible Senior Notes Due 2022 In March 2017, the Company completed a private placement of $345.0 million in aggregate principal amount of 2.375% convertible senior notes due 2022, or 2022 Notes, and entered into an indenture, or 2022 Indenture, with respect to the 2022 Notes. The 2022 Notes accrue interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 1 st and October 1 st of each year. The 2022 Notes mature on April 1, 2022. As discussed above, in July 2020, the Company used part of the net proceeds from the issuance of the 2025 Notes to repurchase $185.0 million aggregate principal amount of the 2022 Notes in privately-negotiated transactions for an aggregate of $211.1 million in cash (including accrued interest). The partial repurchase of the 2022 Notes resulted in an $8.1 million loss on early extinguishment of debt. The total debt composition of the 2022 Notes is as follows (in thousands): March 31, December 31, 2021 2020 2.375% convertible senior notes due 2022 $ 160,000 $ 160,000 Deferred financing costs (876) (1,089) Discount on debt (7,477) (9,263) Total debt, net of debt discount and deferred financing costs $ 151,647 $ 149,648 Holders may convert their 2022 Notes prior to October 1, 2021 only if certain circumstances are met, including if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than or equal to 130% of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter. During the quarter ended March 31, 2021, this condition for conversion was not met. On or after October 1, 2021, until the close of business on the second scheduled trading day immediately preceding April 1, 2022, holders may convert their 2022 Notes at any time. Upon conversion, holders will receive the principal amount of their 2022 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 40 consecutive trading days during the observation period (as more fully described in the 2022 Indenture). For both the principal and excess conversion value, holders may receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option. The initial conversion rate for the 2022 Notes is 14.9491 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $66.89 per share of the Company’s common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The initial conversion price of the 2022 Notes represents a premium of approximately 37.5% to the closing sale price of $48.65 per share of the Company’s common stock on the Nasdaq Global Select Market on March 7, 2017, the date that the Company priced the private offering of the 2022 Notes. As of March 31, 2021, the 2022 Notes had a market price of $1,216 per $1,000 principal amount. In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2022 Notes will be paid pursuant to the terms of the 2022 Indenture. In the event that all of the 2022 Notes are settled, the Company would be required to repay the remaining $160.0 million in principal value a nd any conversion premium in any combination of cash and shares of its common stock (at the Company’s option). As of April 1, 2020, the Company may redeem for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option, all or part of the 2022 Notes if the last reported sale price (as defined in the 2022 Indenture) of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending within five Interest Expense The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands): Three Months Ended 2021 2020 Contractual interest expense $ 1,705 $ 2,049 Amortization of debt issuance costs 651 439 Amortization of debt discount 5,657 3,594 Capitalized interest and other (Note 5) (1,042) (60) Total $ 6,971 $ 6,022 Effective interest rate on convertible senior notes 6.70 % 7.81 % |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in the principal or most advantageous market in an orderly transaction. To increase consistency and comparability in fair value measurements, the FASB established a three-level hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of fair value measurements are: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3: Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items. The fair value of the Company’s equity investment with a readily determinable fair value is calculated utilizing market quotations from a major American stock exchange (Level 1). The fair value of the Company’s convertible senior notes are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2). The fair value of the Company’s acquisition-related contingent consideration is reported at fair value on a recurring basis (Level 3). The carrying amount of the investment without a readily determinable fair value has not been adjusted for either an impairment or upward or downward adjustments based on observable transactions. Certain assets and liabilities are measured at fair value on a non-recurring basis, including assets and liabilities acquired in a business combination and long-lived assets, which would be recognized at fair value if deemed impaired or if reclassified as assets held for sale. The fair value in these instances would be determined using Level 3 inputs. At March 31, 2021, the carrying values and fair values of the following financial assets and liabilities was as follows (in thousands): Carrying Value Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis: Financial Assets: Equity investment with readily determinable fair value $ 11,533 $ 11,533 $ — $ — Note receivable $ 1,174 $ — $ — $ 1,174 Financial Liabilities: Acquisition-related contingent consideration $ 27,219 $ — $ — $ 27,219 Financial Liabilities Measured at Amortized Cost: 2.375% convertible senior notes due 2022 (1) $ 151,647 $ — $ 194,500 $ — 0.750% convertible senior notes due 2025 (1) $ 317,338 $ — $ 483,000 $ — (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $70.09 per share on March 31, 2021, compared to a conversion price of $66.89 per share for the 2022 Notes and $71.78 per share for the 2025 Notes. The maximum conversion premium that could have been due on the 2022 Notes and 2025 Notes at March 31, 2021 was approximately 2.4 million and 5.6 million shares of the Company’s common stock, respectively. These figures assume no increases in the conversion rate for certain corporate events. Equity and Debt Investments At March 31, 2021 and December 31, 2020, the Company held an equity investment in TELA Bio, Inc., or TELA Bio, in its condensed consolidated balance sheets in the amounts of $11.5 million and $11.6 million, respectively. For the three months ended March 31, 2021 and 2020, the fair value of this publicly traded investment decreased by $0.1 million and $4.0 million, respectively, which was recorded in other, net in the condensed consolidated statement of operations. The fair values of TELA Bio at March 31, 2021 and December 31, 2020 were based on Level 1 inputs. At March 31, 2021 and December 31, 2020, the Company held an equity investment of $1.2 million in GeneQuine Biotherapeutics GmbH, or GeneQuine, a privately held biopharmaceutical company headquartered in Hamburg, Germany. This investment has no readily determinable fair value and is recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments. In January 2021 the Company purchased a convertible note from GeneQuine in the amount of $1.2 million. There were no adjustments recognized in the GeneQuine investments during the three months ended March 31, 2021.The Company has the right to make additional investments in both equity and debt securities of $4.7 million predicated upon GeneQuine achieving certain prespecified near-term milestones. Acquisition-related Contingent Consideration In April 2019, the Company completed the MyoScience Acquisition pursuant to the terms of an Agreement and Plan of Merger, which provided for contingent milestone payments of up to an aggregate of $100.0 million upon the achievement of certain regulatory and commercial milestones. The Company’s obligation to make milestone payments is limited to those milestones achieved through December 31, 2023, and are to be paid within 60 days of the end of the fiscal quarter of achievement. As of March 31, 2021, the maximum potential remaining milestone payments are $58.0 million. The Company made no milestone payments during the three months ended March 31, 2021. In the three months ended March 31, 2020, the Company made a $5.0 million cash payment for the achievement of one regulatory milestone. A regulatory milestone in the amount of $10.0 million is payable during the second quarter of 2021. As of March 31, 2021 and December 31, 2020, the Company has recognized contingent consideration related to the MyoScience Acquisition in the amounts of $27.2 million and $28.3 million, respectively. The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period if and until the related contingencies are resolved. In the three month periods ended March 31, 2021 and 2020, the Company recognized $1.1 million and $3.9 million of gains, respectively, which have been included in acquisition-related gains in the condensed consolidated statements of operations. The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation. These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones, estimated forecasts of revenue and costs and the discount rate used to calculate the present value of estimated future payments. Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts. At March 31, 2021, the weighted average discount rate was 3.66% and the weighted average probability of success for regulatory milestones that have not yet been met was 34.7%. The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of March 31, 2021 Discount rates 3.50% to 3.82% Probabilities of payment for regulatory milestones 2% to 100% Projected years of payment for regulatory and commercial milestones 2021 to 2023 The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Consideration Balance at December 31, 2020 $ 28,346 Fair value adjustments and accretion (1,127) Payments made — Balance at March 31, 2021 $ 27,219 Investments Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate and government bonds with maturities greater than three months, but less than one year. Long-term investments consist of asset-backed securities collateralized by credit card receivables and government bonds with maturities greater than one year but less than three years. Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term and long-term investments are reported in other comprehensive income (loss). At March 31, 2021, all of the Company’s short-term and long-term investments are classified as available-for-sale investments and are determined to be Level 2 instruments, which are measured at fair value using standard industry models with observable inputs. The fair value of the commercial paper is measured based on a standard industry model that uses the three-month U.S. Treasury bill rate as an observable input. The fair value of the asset-backed securities and corporate bonds is principally measured or corroborated by trade data for identical issues in which related trading activity is not sufficiently frequent to be considered a Level 1 input or that of comparable securities. At the time of purchase, all short-term and long-term investments had an “A” or better rating by Standard & Poor’s. The following summarizes the Company’s investments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 7,147 $ 5 $ (1) $ 7,151 Commercial paper 325,912 45 (9) 325,948 Corporate bonds 89,350 52 (23) 89,379 U.S. Government bonds 100,851 35 — 100,886 Subtotal 523,260 137 (33) 523,364 Long-term: Asset-backed securities 3,469 — (2) 3,467 U.S. Government bonds 31,486 18 — 31,504 Subtotal 34,955 18 (2) 34,971 Total $ 558,215 $ 155 $ (35) $ 558,335 December 31, 2020 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,918 $ 98 $ — $ 35,016 Commercial paper 221,494 36 (18) 221,512 Corporate bonds 120,375 179 (11) 120,543 U.S. Government bonds 44,629 7 (2) 44,634 Subtotal 421,416 320 (31) 421,705 Long-term: U.S. Government bonds 95,429 30 — 95,459 Subtotal 95,429 30 — 95,459 Total $ 516,845 $ 350 $ (31) $ 517,164 At March 31, 2021, there were no investments available for sale that were materially less than their amortized cost. The Company elects to recognize its interest receivable separate from its available-for-sale investments. At March 31, 2021 and December 31, 2020, the interest receivable recognized in prepaid expenses and other current assets was $0.8 million and $1.6 million, respectively. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term and long-term investments and accounts receivable. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. Such amounts may exceed federally-insured limits. As of March 31, 2021, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 35%, 27% and 26%. At December 31, 2020, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 36%, 28% and 23%. For additional information regarding the Company’s wholesalers, see Note 2 , Summary of Significant Accounting Policies . EXPAREL revenues are primarily derived from major wholesalers that generally have significant cash resources. The Company performs ongoing credit evaluations of its customers as warranted and generally does not require collateral. Allowances for credit losses on the Company’s accounts receivable are maintained based on historical payment patterns, current and estimated future economic conditions, aging of accounts receivable and its write-off history. As of March 31, 2021 and December 31, 2020, the Company did not deem any allowances for credit losses on its accounts receivable necessary. |
STOCK PLANS
STOCK PLANS | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCK PLANS | STOCK PLANS Stock-Based Compensation The Company recognized stock-based compensation expense in the periods presented as follows (in thousands): Three Months Ended 2021 2020 Cost of goods sold $ 1,452 $ 1,219 Research and development 1,106 1,186 Selling, general and administrative 7,552 6,442 Total $ 10,110 $ 8,847 Stock-based compensation from: Stock options $ 6,496 $ 6,225 Restricted stock units 3,392 2,402 Employee stock purchase plan 222 220 Total $ 10,110 $ 8,847 Equity Awards The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the three months ended March 31, 2021: Stock Options Number of Options Weighted Average Exercise Price (Per Share) Outstanding at December 31, 2020 6,235,118 $ 45.98 Granted 43,500 65.49 Exercised (317,259) 34.03 Forfeited (96,265) 45.29 Expired (6,616) 71.11 Outstanding at March 31, 2021 5,858,478 46.76 Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value (Per Share) Unvested at December 31, 2020 957,453 $ 46.34 Granted 22,500 69.35 Vested (3,322) 42.01 Forfeited (35,767) 47.89 Unvested at March 31, 2021 940,864 46.85 The weighted average fair value of stock options granted during the three months ended March 31, 2021 wa s $30.86 per share. The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions: Black-Scholes Weighted Average Assumption Three Months Ended March 31, 2021 Expected dividend yield None Risk-free interest rate 0.49% Expected volatility 53.41% Expected term of options 5.38 years Employee Stock Purchase Plan The Company’s 2014 Employee Stock Purchase Plan, or ESPP, features two six-month offering periods per year, running from January 1 to June 30 and July 1 to December 31. Under the ESPP, employees may elect to contribute after-tax earnings to purchase shares at 85% of the closing fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is less. During the three months ended March 31, 2021, no shares were purchased and issued through the ESPP. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Accumulated Other Comprehensive Income (Loss) The following table illustrates the changes in the balances of the Company’s accumulated other comprehensive income (loss) for the periods presented (in thousands): Three Months Ended Net unrealized gains (losses) from available-for-sale investments: 2021 2020 Balance at beginning of period $ 318 $ 322 Net unrealized loss on investments, net of tax (150) (1,368) Foreign currency translation adjustments 4 — Amounts reclassified from accumulated other comprehensive income (loss) — — Balance at end of period $ 172 $ (1,046) |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding plus dilutive potential common shares outstanding during the period. Potential common shares include the shares of common stock issuable upon the exercise of outstanding stock options, the vesting of RSUs, the purchase of shares from the ESPP (using the treasury stock method) and the conversion of the excess conversion value on the 2022 Notes and 2025 Notes. As discussed in Note 8, Debt, the Company has the option to pay cash for the aggregate principal amount due upon the conversion of its 2022 Notes and 2025 Notes. Since it is the Company’s intent to settle the principal amount of its 2022 Notes and 2025 Notes in cash, the potentially dilutive effect of such notes on net income (loss) per share is computed under the treasury stock method. ASU 2020-06 will require the Company to use the if-converted method upon adoption; this new accounting pronouncement has not been adopted as of March 31, 2021. Potential common shares are excluded from the diluted net income (loss) per share computation to the extent they would be antidilutive. The following table sets forth the computation of basic and diluted net income per share for the three mon ths ended March 31, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended 2021 2020 Numerator: Net income $ 10,369 $ 8,159 Denominator: Weighted average common shares outstanding—basic 43,833 42,032 Computation of diluted securities: Dilutive effect of stock options 1,507 585 Dilutive effect of RSUs 470 168 Dilutive effect of conversion premium on the 2022 Notes 152 — Dilutive effect of ESPP purchase options 4 — Weighted average common shares outstanding—diluted 45,966 42,785 Net income per share: Basic net income per common share $ 0.24 $ 0.19 Diluted net income per common share $ 0.23 $ 0.19 The following outstanding stock options, RSUs and ESPP purchase options are antidilutive in the periods presented (in thousands): Three Months Ended 2021 2020 Weighted average number of stock options 890 5,343 Weighted average number of RSUs 2 2 Weighted average ESPP purchase options — 40 Total 892 5,385 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (loss) before income taxes is as follows (in thousands): Three Months Ended 2021 2020 Income (loss) before income taxes: Domestic $ 15,933 $ 9,821 Foreign (3,209) (1,264) Total income before income taxes $ 12,724 $ 8,557 For the three months ended March 31, 2021 and 2020, the Company had income tax expense of $2.4 million and $0.4 million, respectively. The income tax expense for the three months ended March 31, 2021 represents the estimated annual effective tax rate applied to the year-to-date domestic operating results adjusted for certain discrete tax benefits related to equity compensation. The income tax expense for the three months ended March 31, 2020 consisted primarily of state income taxes in jurisdictions where the availability of carryforward losses were either limited or fully utilized. |
COMMERCIAL PARTNERS
COMMERCIAL PARTNERS | 3 Months Ended |
Mar. 31, 2021 | |
Reorganizations [Abstract] | |
COMMERCIAL PARTNERS | COMMERCIAL PARTNERS Nuance Biotech Co. Ltd. In June 2018, the Company entered an agreement with Nuance Biotech Co. Ltd., or Nuance, a China-based specialty pharmaceutical company, to advance the development and commercialization of EXPAREL in China. Under the terms of the agreement, the Company had granted Nuance the exclusive rights to develop and commercialize EXPAREL. In April 2021, Pacira and Nuance agreed to a mutual termination of the agreement due to the lack of a viable regulatory pathway that adequately safeguards the Company’s intellectual property against the risk of a generic product. Estimated dissolution costs of $3.0 million have been included in other operating expenses in the condensed consolidated statements of operations for the three months ended March 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including those related to patents, product liability and government investigations. Except as described below, the Company is not presently a party to any legal proceedings that it believes to be material, and is not aware of any pending or threatened litigation against the Company which it believes could have a material adverse effect on its business, operating results, financial condition or cash flows. MyoScience Milestone Litigation In August 2020, the Company and its subsidiary, Pacira CryoTech, Inc. (“Pacira CryoTech”), filed a lawsuit in the Court of Chancery of the State of Delaware against Fortis Advisors LLC (“Fortis”), solely in its capacity as representative for the former securityholders of MyoScience, and certain other defendants, seeking declaratory judgment with respect to certain terms of the merger agreement for the MyoScience Acquisition (the “Merger Agreement”), specifically related to the achievement of certain milestone payments under the Merger Agreement. In addition, the Company and Pacira CryoTech sought general, special and compensatory damages against the other defendants related to breach of fiduciary duties in connection with the purported achievement of milestone payments under the Merger Agreement, and breach of the Merger Agreement and certain other agreements with the defendants. In October 2020, Fortis filed an answer and counterclaim against the Company and Pacira CryoTech seeking to recover certain milestone payments under the Merger Agreement totaling $40.0 million, and attorneys’ fees. The Company believes that the counterclaim from Fortis is without merit and intends to vigorously defend against all claims. The Company is unable to predict the outcome of this action at this time. Other Commitments and Contingencies The United States Food and Drug Administration, or FDA, as a condition of EXPAREL approval, has required the Company to study EXPAREL in pediatric patients. The Company was granted a deferral for the required pediatric trials in all age groups for EXPAREL in the setting of wound infiltration and is conducting these pediatric trials as post-marketing requirements, as stated in the New Drug Application (NDA) approval letter for EXPAREL. Similarly, in Europe, the Company agreed with the European Medicines Agency, or EMA, on a Pediatric Investigation Plan, or PIP, as a prerequisite for submitting a Marketing Authorization Application (MAA) in the E.U. Despite the United Kingdom’s withdrawal from the E.U. (“Brexit”), the PIP will be applicable in the United Kingdom as well. In December 2019, the Company announced positive results for its extended pharmacokinetic and safety study for local analgesia in children aged 6 to 17 undergoing cardiovascular or spine surgeries. Those positive results provided the foundation for a supplemental New Drug Application, or sNDA, and in March 2021, the Company announced that the FDA approved the submission of the sNDA seeking expansion of the EXPAREL label to include use in patients 6 years of age and older for single-dose infiltration to produce postsurgical local analgesia. The Company is working with both the FDA and EMA to harmonize its pediatric clinical studies as much as possible between the two regions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In April 2021, the Company made cash investments of $13.0 million in debt and equity securities of two separate pre-clinical stage biopharmaceutical companies. The Company intends to make an additional $7.0 million investment if and when certain events occur. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), for interim reporting. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 . The condensed consolidated financial statements at March 31, 2021, and for the three-month periods ended March 31, 2021 and 2020, are unaudited, but include all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP. The condensed consolidated balance sheet at December 31, 2020 is derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations for these interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year. |
Concentration of Major Customers | Concentration of Major Customers |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which amended the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard now allows for certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocations, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, the Company would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard became effective for the Company beginning January 1, 2021, and there were no material impacts to the consolidated financial statements upon adoption. Recent Accounting Pronouncements Not Adopted as of March 31, 2021 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), which limits the number of convertible instruments that require separate accounting to (i) those with embedded conversion features that are not clearly and closely related to the debt, that meet the definition of a derivative, and that do not qualify for the scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, the new guidance requires diluted earnings per share calculations to be prepared using the if-converted method, instead of the treasury stock method. The guidance must be applied in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company has the option to adopt the new guidance using a modified retrospective method of transition, which would then be applied to transactions outstanding at the time of adoption, or the full retrospective method. The Company is evaluating the impact from the adoption of ASU 2020-06 on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of percentage of revenue comprised by the three largest customers (i.e. wholesalers or commercial partners) | The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented: Three Months Ended 2021 2020 Largest wholesaler 32% 32% Second largest wholesaler 29% 31% Third largest wholesaler 27% 26% Total 88% 89% |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The following table represents disaggregated net product sales in the periods presented as follows (in thousands): Three Months Ended 2021 2020 Net product sales: EXPAREL / bupivacaine liposome injectable suspension $ 115,470 $ 102,475 iovera° 3,268 2,270 Total net product sales $ 118,738 $ 104,745 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventories | The components of inventories, net are as follows (in thousands): March 31, December 31, 2021 2020 Raw materials $ 31,697 $ 26,886 Work-in-process 10,035 16,266 Finished goods 22,874 21,498 Total $ 64,606 $ 64,650 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets summarized by major category | Fixed assets, net, summarized by major category, consist of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 76,732 $ 74,966 Leasehold improvements 54,567 54,434 Computer equipment and software 12,312 12,170 Office furniture and equipment 2,477 2,387 Construction in progress 79,951 71,091 Total 226,039 215,048 Less: accumulated depreciation (81,217) (78,360) Fixed assets, net $ 144,822 $ 136,688 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of operating lease cost and other operating lease information | The operating lease costs for the facilities include lease and non-lease components, such as common area maintenance and other common operating expenses, along with executory costs such as insurance and real estate taxes. Total operating lease costs are as follows (in thousands): Three Months Ended March 31, 2021 2020 Fixed lease costs $ 2,922 $ 1,564 Variable lease costs 478 448 Total $ 3,400 $ 2,012 Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for operating lease liabilities, net of lease incentive $ 4,600 $ 2,759 Right-of-use assets recorded in exchange for lease obligations $ — $ 174 The Company has measured its operating lease liabilities at an estimated discount rate at which it could borrow on a collateralized basis over the remaining term for each operating lease. The weighted average remaining lease term and the weighted average discount rate are summarized as follows: March 31, 2021 2020 Weighted average remaining lease term 8.95 years 9.23 years Weighted average discount rate 6.89 % 7.55 % |
Schedule of maturities of operating lease liabilities | Maturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Minimum Payments Due 2021 (remaining nine months) $ 8,059 2022 10,423 2023 10,697 2024 10,980 2025 11,271 2026 through 2031 50,802 Total lease payments 102,232 Less: imputed interest (27,063) Total operating lease liabilities $ 75,169 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets, net, consist of the developed technology and customer relationships that were acquired in the MyoScience Acquisition and are summarized as follows (in thousands): Estimated March 31, December 31, 2021 2020 Developed technology 14 years $ 110,000 $ 110,000 Customer relationships 10 years 90 90 Total intangible assets 110,090 110,090 Less: accumulated amortization (15,536) (13,569) Intangible assets, net $ 94,554 $ 96,521 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of composition of the Company's debt and financing obligations | The total debt composition of the 2025 Notes is as follows (in thousands): March 31, December 31, 2021 2020 0.750% convertible senior notes due 2025 $ 402,500 $ 402,500 Deferred financing costs (8,502) (8,940) Discount on debt (76,660) (80,530) Total debt, net of debt discount and deferred financing costs $ 317,338 $ 313,030 The total debt composition of the 2022 Notes is as follows (in thousands): March 31, December 31, 2021 2020 2.375% convertible senior notes due 2022 $ 160,000 $ 160,000 Deferred financing costs (876) (1,089) Discount on debt (7,477) (9,263) Total debt, net of debt discount and deferred financing costs $ 151,647 $ 149,648 |
Schedule of total interest expense recognized related to the Notes | The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands): Three Months Ended 2021 2020 Contractual interest expense $ 1,705 $ 2,049 Amortization of debt issuance costs 651 439 Amortization of debt discount 5,657 3,594 Capitalized interest and other (Note 5) (1,042) (60) Total $ 6,971 $ 6,022 Effective interest rate on convertible senior notes 6.70 % 7.81 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amount and fair value of the long-term debt | Carrying Value Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis: Financial Assets: Equity investment with readily determinable fair value $ 11,533 $ 11,533 $ — $ — Note receivable $ 1,174 $ — $ — $ 1,174 Financial Liabilities: Acquisition-related contingent consideration $ 27,219 $ — $ — $ 27,219 Financial Liabilities Measured at Amortized Cost: 2.375% convertible senior notes due 2022 (1) $ 151,647 $ — $ 194,500 $ — 0.750% convertible senior notes due 2025 (1) $ 317,338 $ — $ 483,000 $ — (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $70.09 per share on March 31, 2021, compared to a conversion price of $66.89 per share for the 2022 Notes and $71.78 per share for the 2025 Notes. The maximum conversion premium that could have been due on the 2022 Notes and 2025 Notes at March 31, 2021 was approximately 2.4 million and 5.6 million shares of the Company’s common stock, respectively. These figures assume no increases in the conversion rate for certain corporate events. |
Schedule of key assumptions used in the valuation of contingent consideration | The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of March 31, 2021 Discount rates 3.50% to 3.82% Probabilities of payment for regulatory milestones 2% to 100% Projected years of payment for regulatory and commercial milestones 2021 to 2023 |
Schedule of change in contingent consideration recorded at fair value using Level 3 measurements | The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Consideration Balance at December 31, 2020 $ 28,346 Fair value adjustments and accretion (1,127) Payments made — Balance at March 31, 2021 $ 27,219 |
Schedule of short-term investments | The following summarizes the Company’s investments at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 7,147 $ 5 $ (1) $ 7,151 Commercial paper 325,912 45 (9) 325,948 Corporate bonds 89,350 52 (23) 89,379 U.S. Government bonds 100,851 35 — 100,886 Subtotal 523,260 137 (33) 523,364 Long-term: Asset-backed securities 3,469 — (2) 3,467 U.S. Government bonds 31,486 18 — 31,504 Subtotal 34,955 18 (2) 34,971 Total $ 558,215 $ 155 $ (35) $ 558,335 December 31, 2020 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,918 $ 98 $ — $ 35,016 Commercial paper 221,494 36 (18) 221,512 Corporate bonds 120,375 179 (11) 120,543 U.S. Government bonds 44,629 7 (2) 44,634 Subtotal 421,416 320 (31) 421,705 Long-term: U.S. Government bonds 95,429 30 — 95,459 Subtotal 95,429 30 — 95,459 Total $ 516,845 $ 350 $ (31) $ 517,164 |
STOCK PLANS (Tables)
STOCK PLANS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of recognized stock-based compensation in consolidated statements of operations | The Company recognized stock-based compensation expense in the periods presented as follows (in thousands): Three Months Ended 2021 2020 Cost of goods sold $ 1,452 $ 1,219 Research and development 1,106 1,186 Selling, general and administrative 7,552 6,442 Total $ 10,110 $ 8,847 Stock-based compensation from: Stock options $ 6,496 $ 6,225 Restricted stock units 3,392 2,402 Employee stock purchase plan 222 220 Total $ 10,110 $ 8,847 |
Schedule of the Company's stock option activity and related information | The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the three months ended March 31, 2021: Stock Options Number of Options Weighted Average Exercise Price (Per Share) Outstanding at December 31, 2020 6,235,118 $ 45.98 Granted 43,500 65.49 Exercised (317,259) 34.03 Forfeited (96,265) 45.29 Expired (6,616) 71.11 Outstanding at March 31, 2021 5,858,478 46.76 Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value (Per Share) Unvested at December 31, 2020 957,453 $ 46.34 Granted 22,500 69.35 Vested (3,322) 42.01 Forfeited (35,767) 47.89 Unvested at March 31, 2021 940,864 46.85 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions: Black-Scholes Weighted Average Assumption Three Months Ended March 31, 2021 Expected dividend yield None Risk-free interest rate 0.49% Expected volatility 53.41% Expected term of options 5.38 years |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following table illustrates the changes in the balances of the Company’s accumulated other comprehensive income (loss) for the periods presented (in thousands): Three Months Ended Net unrealized gains (losses) from available-for-sale investments: 2021 2020 Balance at beginning of period $ 318 $ 322 Net unrealized loss on investments, net of tax (150) (1,368) Foreign currency translation adjustments 4 — Amounts reclassified from accumulated other comprehensive income (loss) — — Balance at end of period $ 172 $ (1,046) |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted loss per share | The following table sets forth the computation of basic and diluted net income per share for the three mon ths ended March 31, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended 2021 2020 Numerator: Net income $ 10,369 $ 8,159 Denominator: Weighted average common shares outstanding—basic 43,833 42,032 Computation of diluted securities: Dilutive effect of stock options 1,507 585 Dilutive effect of RSUs 470 168 Dilutive effect of conversion premium on the 2022 Notes 152 — Dilutive effect of ESPP purchase options 4 — Weighted average common shares outstanding—diluted 45,966 42,785 Net income per share: Basic net income per common share $ 0.24 $ 0.19 Diluted net income per common share $ 0.23 $ 0.19 |
Schedule of potential dilutive effect of the securities excluded from the calculation of diluted loss per share | The following outstanding stock options, RSUs and ESPP purchase options are antidilutive in the periods presented (in thousands): Three Months Ended 2021 2020 Weighted average number of stock options 890 5,343 Weighted average number of RSUs 2 2 Weighted average ESPP purchase options — 40 Total 892 5,385 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before income taxes is as follows (in thousands): Three Months Ended 2021 2020 Income (loss) before income taxes: Domestic $ 15,933 $ 9,821 Foreign (3,209) (1,264) Total income before income taxes $ 12,724 $ 8,557 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2021productLinesegment | |
Concentration Risk [Line Items] | |
Number of reportable segments | segment | 1 |
Sales Revenue, Net | Product Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration of products (in products) | productLine | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Concentration risk by major customer - Sales Revenue, Net | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 88.00% | 89.00% |
Largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 32.00% | 32.00% |
Second largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 29.00% | 31.00% |
Third largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 27.00% | 26.00% |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total net product sales | $ 119,027 | $ 105,684 |
Product | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | 118,738 | 104,745 |
EXPAREL / bupivacaine liposome injectable suspension | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | 115,470 | 102,475 |
iovera° | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | $ 3,268 | $ 2,270 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, payment terms | 0 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, payment terms | 37 days |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 31,697 | $ 26,886 |
Work-in-process | 10,035 | 16,266 |
Finished goods | 22,874 | 21,498 |
Total | $ 64,606 | $ 64,650 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
FIXED ASSETS | |||
Total | $ 226,039 | $ 215,048 | |
Less: accumulated depreciation | (81,217) | (78,360) | |
Fixed assets, net | 144,822 | 136,688 | |
Depreciation expense | 2,900 | $ 2,900 | |
Capitalized interest | 1,042 | 60 | |
Foreign property, plant and equipment, net | 67,800 | 67,500 | |
Asset retirement obligation | 2,000 | 2,000 | |
Machinery and equipment | |||
FIXED ASSETS | |||
Total | 76,732 | 74,966 | |
Leasehold improvements | |||
FIXED ASSETS | |||
Total | 54,567 | 54,434 | |
Computer equipment and software | |||
FIXED ASSETS | |||
Total | 12,312 | 12,170 | |
Office furniture and equipment | |||
FIXED ASSETS | |||
Total | 2,477 | 2,387 | |
Construction in progress | |||
FIXED ASSETS | |||
Total | 79,951 | $ 71,091 | |
Capitalized interest | $ 1,000 | $ 100 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2021 |
Leases [Abstract] | |
Term of contract | 9 years 4 months 24 days |
LEASES - Summary of operating l
LEASES - Summary of operating lease cost and other operating lease information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Fixed lease costs | $ 2,922 | $ 1,564 |
Variable lease costs | 478 | 448 |
Total | 3,400 | 2,012 |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Cash paid for operating lease liabilities, net of lease incentive | 4,600 | 2,759 |
Right-of-use assets recorded in exchange for lease obligations | $ 0 | $ 174 |
Weighted average remaining lease term | 8 years 11 months 12 days | 9 years 2 months 23 days |
Weighted average discount rate | 6.89% | 7.55% |
LEASES - Schedule of maturities
LEASES - Schedule of maturities of operating lease liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining nine months) | $ 8,059 |
2022 | 10,423 |
2023 | 10,697 |
2024 | 10,980 |
2025 | 11,271 |
2026 through 2031 | 50,802 |
Total lease payments | 102,232 |
Less: imputed interest | (27,063) |
Total operating lease liabilities | $ 75,169 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Apr. 09, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Goodwill | ||||
Change in carrying value of goodwill during period | $ 0 | |||
Goodwill recorded in connection with the acquisition | 99,547,000 | $ 99,547,000 | ||
Amortization of acquired intangible assets | 1,967,000 | $ 1,967,000 | ||
Amortization expense, remainder of fiscal year | 5,900,000 | |||
Amortization expense, first period | 7,900,000 | |||
Amortization expense, second period | $ 2,200,000 | |||
Myoscience Acquisition | ||||
Goodwill | ||||
Goodwill acquired during period | $ 37,500,000 | |||
Upon first commercial sale in a major EU country (United Kingdom, France, Germany, Italy and Spain) | Skye Pharma Holding Inc. | ||||
Goodwill | ||||
Milestone payments for EXPAREL agreed in connection with acquisition | 4,000,000 | |||
When annual net sales collected reach $500.0 million | Skye Pharma Holding Inc. | ||||
Goodwill | ||||
Milestone payments for EXPAREL agreed in connection with acquisition | 32,000,000 | |||
Annual net sales threshold | $ 500,000,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets Acquired During Period (Details) - Myoscience Acquisition - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 110,090 | $ 110,090 |
Less: accumulated amortization | (15,536) | (13,569) |
Intangible assets, net | 94,554 | 96,521 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 110,000 | 110,000 |
Estimated Useful Life | 14 years | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 90 | $ 90 |
Estimated Useful Life | 10 years |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jul. 10, 2020USD ($) | Mar. 13, 2017USD ($)segment$ / shares | Mar. 31, 2017USD ($) | Mar. 31, 2021USD ($)segment$ / shares | Jul. 07, 2020$ / shares | Mar. 07, 2017$ / shares |
DEBT AND FINANCING OBLIGATIONS | ||||||
Settlement period - convertible debt conversion request | 40 days | |||||
Closing sale price (in dollars per share) | $ / shares | $ 70.09 | |||||
Deferred tax associated with equity component of convertible debt | $ 20,500,000 | |||||
Amortization period of transaction costs attributable to liability component of convertible debt | 5 years | |||||
Transaction costs attributable to equity component of convertible debt | $ 2,700,000 | |||||
Convertible Senior Notes Due 2022 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Settlement period - convertible debt conversion request | 40 days | |||||
Initial conversion rate of common stock per $1,000 of principal amount of Notes | 0.0149491 | |||||
Initial conversion price of notes into common stock (in dollars per share) | $ / shares | $ 66.89 | |||||
Convertible debt, premium on common stock | 37.50% | |||||
Closing sale price (in dollars per share) | $ / shares | $ 48.65 | |||||
Convertible Senior Notes Due 2022 | Conversion terms prior to close of business on business day immediately proceeding October 1, 2021 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Threshold trading days | segment | 20 | |||||
Threshold consecutive trading days | segment | 30 | |||||
Threshold percentage stock price trigger | 130.00% | |||||
Market price of principal amount of notes | 1.216 | |||||
Convertible Senior Notes Due 2022 | Debt Redemption Terms on or after April 1, 2020 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Threshold trading days | segment | 20 | |||||
Threshold consecutive trading days | segment | 30 | |||||
Threshold percentage stock price trigger | 130.00% | |||||
Debt instrument, percentage of principal amount for computation of redemption price | 100.00% | |||||
Conversion obligation, number of trading days prior to date of notice of redemption | 5 days | |||||
Convertible Senior Notes Due 2025 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Percentage of last sale price of common stock | 98.00% | |||||
Initial conversion rate of common stock per $1,000 of principal amount of Notes | 0.0139324 | |||||
Initial conversion price of notes into common stock (in dollars per share) | $ / shares | $ 71.78 | $ 71.78 | ||||
Convertible debt, premium on common stock | 32.50% | |||||
Closing sale price (in dollars per share) | $ / shares | $ 54.17 | |||||
Market price of principal amount of notes | 1.200 | |||||
Debt instrument, percentage of principal amount for computation of redemption price | 100.00% | |||||
Convertible Senior Notes Due 2025 | Debt Conversion Terms Business Day Immediately Preceding February 3, 2020 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Threshold trading days | segment | 20 | |||||
Threshold consecutive trading days | segment | 30 | |||||
Threshold percentage stock price trigger | 130.00% | |||||
Convertible Senior Notes Due 2025 | Debt Redemption Terms on or after August 1, 2023 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Threshold trading days | segment | 20 | |||||
Threshold consecutive trading days | segment | 30 | |||||
Threshold percentage stock price trigger | 130.00% | |||||
Debt instrument, percentage of principal amount for computation of redemption price | 100.00% | |||||
Unsecured Debt | Convertible Senior Notes Due 2022 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Debt instrument, face amount | $ 160,000,000 | |||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | |||
Debt issued in private placement | $ 345,000,000 | |||||
Debt instrument, repurchased face amount | $ 185,000,000 | |||||
Repayments of debt | 211,100,000 | |||||
Loss on early extinguishment of debt | 8,100,000 | |||||
Unsecured Debt | Convertible Senior Notes Due 2025 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Debt instrument, face amount | $ 402,500,000 | |||||
Stated interest rate (as a percent) | 0.75% | 0.75% | ||||
Debt issued in private placement | $ 390,000,000 | $ 402,500,000 | ||||
Convertible Debt | Convertible Senior Notes Due 2025 | ||||||
DEBT AND FINANCING OBLIGATIONS | ||||||
Convertible debt, carrying amount of liability component | $ 314,700,000 | |||||
Assumed borrowing rate | 5.78% | |||||
Convertible debt, carrying amount of equity component | $ 87,800,000 | |||||
Amortization period of equity component of convertible debt | 5 years | |||||
Total transaction costs | $ 12,500,000 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - Unsecured Debt - USD ($) $ in Thousands | Jul. 10, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2017 |
Convertible Senior Notes Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | |
Convertible senior notes, gross | $ 160,000 | $ 160,000 | ||
Deferred financing costs | (876) | (1,089) | ||
Discount on debt | (7,477) | (9,263) | ||
Total debt, net of debt discount and deferred financing costs | $ 151,647 | 149,648 | ||
Repayments of debt | $ 211,100 | |||
Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (as a percent) | 0.75% | 0.75% | ||
Convertible senior notes, gross | $ 402,500 | 402,500 | ||
Deferred financing costs | (8,502) | (8,940) | ||
Discount on debt | (76,660) | (80,530) | ||
Total debt, net of debt discount and deferred financing costs | $ 317,338 | $ 313,030 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 1,705 | $ 2,049 |
Amortization of debt issuance costs | 651 | 439 |
Amortization of debt discount | 5,657 | 3,594 |
Capitalized interest and other (Note 5) | (1,042) | (60) |
Total | $ 6,971 | $ 6,022 |
Effective interest rate on convertible senior notes | 6.70% | 7.81% |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2019USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2021USD ($) | |
Concentration Risk [Line Items] | ||||||
Contingent consideration, current | $ 14,864,000 | $ 14,736,000 | ||||
Payment for contingent consideration | 0 | $ 4,736,000 | ||||
Payment for achievement of regulatory milestone | 0 | 264,000 | ||||
Interest receivable | 800,000 | 1,600,000 | ||||
Amount of allowance for doubtful accounts | 0 | 0 | ||||
Contingent Consideration | ||||||
Concentration Risk [Line Items] | ||||||
Contingent consideration gains during period | 1,127,000 | 3,900,000 | ||||
TELA Bio | ||||||
Concentration Risk [Line Items] | ||||||
Equity investment | 11,500,000 | 11,600,000 | ||||
Equity securities, gain (loss) | (100,000) | (4,000,000) | ||||
Gene Quine | ||||||
Concentration Risk [Line Items] | ||||||
Equity investment | $ 1,200,000 | $ 1,200,000 | ||||
Convertible note | $ 1,200,000 | |||||
Predicated investment | $ 4,700,000 | |||||
Accounts receivable | Concentration risk by major customer | Major customer one | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (as a percent) | 35.00% | 36.00% | ||||
Accounts receivable | Concentration risk by major customer | Major customer two | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (as a percent) | 27.00% | 28.00% | ||||
Accounts receivable | Concentration risk by major customer | Major customer three | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (as a percent) | 26.00% | 23.00% | ||||
Myoscience Acquisition | ||||||
Concentration Risk [Line Items] | ||||||
Contingent consideration | $ 100,000,000 | |||||
Contingent consideration, current | $ 58,000,000 | |||||
Payment term | 60 days | |||||
Acquisition-related contingent consideration | $ 27,200,000 | $ 28,300,000 | ||||
Myoscience Acquisition | Achievement of Regulatory Milestone | ||||||
Concentration Risk [Line Items] | ||||||
Payment for contingent consideration | $ 5,000,000 | |||||
Myoscience Acquisition | Achievement of Regulatory Milestone | Scenario, Forecast | ||||||
Concentration Risk [Line Items] | ||||||
Payment for achievement of regulatory milestone | $ 10,000,000 | |||||
Contingent Consideration | Myoscience Acquisition | Measurement Input, Discount Rate | Level 3 | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input, contingent consideration | 0.0366 | |||||
Contingent Consideration | Myoscience Acquisition | Measurement Input, Expected Milestone Payment | Level 3 | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input, contingent consideration | 0.347 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 13, 2017 | Mar. 31, 2021 | Jul. 10, 2020 | Jul. 07, 2020 | Mar. 31, 2017 | Mar. 07, 2017 |
Fair Value Measurements | ||||||
Closing sale price (in dollars per share) | $ 70.09 | |||||
Convertible Senior Notes Due 2022 | ||||||
Fair Value Measurements | ||||||
Closing sale price (in dollars per share) | $ 48.65 | |||||
Initial conversion price of notes into common stock (in dollars per share) | $ 66.89 | |||||
Convertible Senior Notes Due 2022 | Unsecured Debt | ||||||
Fair Value Measurements | ||||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | |||
Convertible Senior Notes Due 2022 | Maximum | ||||||
Fair Value Measurements | ||||||
Debt instrument, convertible, conversion premium (in shares) | 2.4 | |||||
Convertible Senior Notes Due 2025 | ||||||
Fair Value Measurements | ||||||
Closing sale price (in dollars per share) | $ 54.17 | |||||
Initial conversion price of notes into common stock (in dollars per share) | $ 71.78 | $ 71.78 | ||||
Convertible Senior Notes Due 2025 | Unsecured Debt | ||||||
Fair Value Measurements | ||||||
Stated interest rate (as a percent) | 0.75% | 0.75% | ||||
Convertible Senior Notes Due 2025 | Maximum | ||||||
Fair Value Measurements | ||||||
Debt instrument, convertible, conversion premium (in shares) | 5.6 | |||||
Estimate of Fair Value Measurement | Level 1 | ||||||
Fair Value Measurements | ||||||
Equity investment with readily determinable fair value | $ 11,533 | |||||
Note receivable | 0 | |||||
Estimate of Fair Value Measurement | Level 1 | Convertible Senior Notes Due 2022 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 0 | |||||
Estimate of Fair Value Measurement | Level 1 | Convertible Senior Notes Due 2025 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 0 | |||||
Estimate of Fair Value Measurement | Level 2 | ||||||
Fair Value Measurements | ||||||
Equity investment with readily determinable fair value | 0 | |||||
Note receivable | 0 | |||||
Estimate of Fair Value Measurement | Level 2 | Convertible Senior Notes Due 2022 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 194,500 | |||||
Estimate of Fair Value Measurement | Level 2 | Convertible Senior Notes Due 2025 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 483,000 | |||||
Estimate of Fair Value Measurement | Level 3 | ||||||
Fair Value Measurements | ||||||
Equity investment with readily determinable fair value | 0 | |||||
Note receivable | 1,174 | |||||
Acquisition-related contingent consideration | 27,219 | |||||
Estimate of Fair Value Measurement | Level 3 | Convertible Senior Notes Due 2022 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 0 | |||||
Estimate of Fair Value Measurement | Level 3 | Convertible Senior Notes Due 2025 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 0 | |||||
Reported Value Measurement | ||||||
Fair Value Measurements | ||||||
Equity investment with readily determinable fair value | 11,533 | |||||
Note receivable | 1,174 | |||||
Acquisition-related contingent consideration | 27,219 | |||||
Reported Value Measurement | Convertible Senior Notes Due 2022 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | 151,647 | |||||
Reported Value Measurement | Convertible Senior Notes Due 2025 | ||||||
Fair Value Measurements | ||||||
Convertible senior notes | $ 317,338 |
FINANICIAL INSTRUMENTS - Fair V
FINANICIAL INSTRUMENTS - Fair Value Measurement Inputs and Valuation (Details) - Myoscience Acquisition - Contingent Consideration - Fair Value, Inputs, Level 3 | Mar. 31, 2021 |
Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.0366 |
Measurement Input, Expected Milestone Payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.347 |
Minimum | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.0350 |
Minimum | Measurement Input, Expected Milestone Payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.02 |
Maximum | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.0382 |
Maximum | Measurement Input, Expected Milestone Payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 1 |
FINANCIAL INSTRUMENTS - Fair _2
FINANCIAL INSTRUMENTS - Fair Value of Contingent Consideration Rollforward (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2020 | $ 28,346 | |
Fair value adjustments and accretion | (1,127) | $ (3,900) |
Payments made | 0 | |
Balance at March 31, 2021 | $ 27,219 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Available For Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements | ||
Cost | $ 558,215 | $ 516,845 |
Gross Unrealized Gains | 155 | 350 |
Gross Unrealized Losses | (35) | (31) |
Fair Value | 558,335 | 517,164 |
Short-term Investments | ||
Fair Value Measurements | ||
Cost | 523,260 | 421,416 |
Gross Unrealized Gains | 137 | 320 |
Gross Unrealized Losses | (33) | (31) |
Fair Value | 523,364 | 421,705 |
Long-Term Investments | ||
Fair Value Measurements | ||
Cost | 34,955 | 95,429 |
Gross Unrealized Gains | 18 | 30 |
Gross Unrealized Losses | (2) | 0 |
Fair Value | 34,971 | 95,459 |
Asset-backed securities | Short-term Investments | ||
Fair Value Measurements | ||
Cost | 7,147 | 34,918 |
Gross Unrealized Gains | 5 | 98 |
Gross Unrealized Losses | (1) | 0 |
Fair Value | 7,151 | 35,016 |
Asset-backed securities | Long-Term Investments | ||
Fair Value Measurements | ||
Cost | 3,469 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Fair Value | 3,467 | |
Commercial paper | Short-term Investments | ||
Fair Value Measurements | ||
Cost | 325,912 | 221,494 |
Gross Unrealized Gains | 45 | 36 |
Gross Unrealized Losses | (9) | (18) |
Fair Value | 325,948 | 221,512 |
Corporate bonds | Short-term Investments | ||
Fair Value Measurements | ||
Cost | 89,350 | 120,375 |
Gross Unrealized Gains | 52 | 179 |
Gross Unrealized Losses | (23) | (11) |
Fair Value | 89,379 | 120,543 |
U.S. Government bonds | Short-term Investments | ||
Fair Value Measurements | ||
Cost | 100,851 | 44,629 |
Gross Unrealized Gains | 35 | 7 |
Gross Unrealized Losses | 0 | (2) |
Fair Value | 100,886 | 44,634 |
U.S. Government bonds | Long-Term Investments | ||
Fair Value Measurements | ||
Cost | 31,486 | 95,429 |
Gross Unrealized Gains | 18 | 30 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 31,504 | $ 95,459 |
STOCK PLANS - Schedule of Stock
STOCK PLANS - Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-Based Compensation | ||
Stock-based compensation expense | $ 10,110 | $ 8,847 |
Total | 10,110 | 8,847 |
ESPP | ||
Share-Based Compensation | ||
Stock options | 6,496 | 6,225 |
Restricted stock units | 3,392 | 2,402 |
Employee stock purchase plan | 222 | 220 |
Cost of goods sold | ||
Share-Based Compensation | ||
Stock-based compensation expense | 1,452 | 1,219 |
Research and development | ||
Share-Based Compensation | ||
Stock-based compensation expense | 1,106 | 1,186 |
Selling, general and administrative | ||
Share-Based Compensation | ||
Stock-based compensation expense | $ 7,552 | $ 6,442 |
STOCK PLANS - Schedule of Sto_2
STOCK PLANS - Schedule of Stock Based Compensation Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Options | |
Outstanding beginning of period (in shares) | shares | 6,235,118 |
Granted (in shares) | shares | 43,500 |
Exercised (in shares) | shares | (317,259) |
Forfeited (in shares) | shares | (96,265) |
Expired (in shares) | shares | (6,616) |
Outstanding end of period (in shares) | shares | 5,858,478 |
Weighted Average Exercise Price | |
Outstanding beginning of period (in dollars per share) | $ / shares | $ 45.98 |
Granted (in dollars per share) | $ / shares | 65.49 |
Exercised (in dollars per share) | $ / shares | 34.03 |
Forfeited (in dollars per share) | $ / shares | 45.29 |
Expired (in dollars per share) | $ / shares | 71.11 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 46.76 |
Restricted Stock Units (RSUs) | |
Number of Units | |
Unvested at beginning of period (shares) | shares | 957,453 |
Granted (shares) | shares | 22,500 |
Vested (shares) | shares | (3,322) |
Forfeited (shares) | shares | (35,767) |
Unvested at end of period (shares) | shares | 940,864 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (usd per share) | $ / shares | $ 46.34 |
Granted (usd per share) | $ / shares | 69.35 |
Vested (usd per share) | $ / shares | 42.01 |
Forfeited (usd per share) | $ / shares | 47.89 |
Unvested at end of period (usd per share) | $ / shares | $ 46.85 |
STOCK PLANS - Narrative (Detail
STOCK PLANS - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021offeringPeriod$ / sharesshares | |
Stock Incentive Plans | |
Weighted average fair value (in dollars per share) | $ / shares | $ 30.86 |
Purchase price of common stock, ESPP (as a percent) | 85.00% |
Shares issued under employee stock purchase plan (shares) | shares | 0 |
ESPP | |
Stock Incentive Plans | |
Number of offering periods for ESPP | offeringPeriod | 2 |
ESPP purchasing period | 6 months |
STOCK PLANS - Schedule of Valua
STOCK PLANS - Schedule of Valuation Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Stock Incentive Plans | |
Expected dividend rate (as a percent) | 0.00% |
Employee Stock Option | |
Stock Incentive Plans | |
Risk free interest rate (as a percent) | 0.49% |
Expected volatility (as a percent) | 53.41% |
Expected term of options (in years) | 5 years 4 months 17 days |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 619,688 | $ 354,944 |
Net unrealized loss on investments, net of tax | (150) | (1,368) |
Balance at end of period | 650,818 | 374,037 |
Accumulated Net Unrealized Investment Gain (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 318 | 322 |
Net unrealized loss on investments, net of tax | (150) | (1,368) |
Foreign currency translation adjustments | 4 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Balance at end of period | $ 172 | $ (1,046) |
NET INCOME (LOSS) PER SHARE - S
NET INCOME (LOSS) PER SHARE - Schedule of Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income | $ 10,369 | $ 8,159 |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 43,833 | 42,032 |
Computation of diluted securities: | ||
Dilutive effect of conversion premium on the 2022 Notes (in shares) | 152 | 0 |
Weighted average number of shares outstanding - diluted (in shares) | 45,966 | 42,785 |
Net income per share: | ||
Basic net income per common share (in USD per share) | $ 0.24 | $ 0.19 |
Diluted net income per common share (in USD per share) | $ 0.23 | $ 0.19 |
Employee Stock Option | ||
Computation of diluted securities: | ||
Dilutive effect of share based compensation arrangements (in shares) | 1,507 | 585 |
Restricted Stock Units (RSUs) | ||
Computation of diluted securities: | ||
Dilutive effect of share based compensation arrangements (in shares) | 470 | 168 |
ESPP | ||
Computation of diluted securities: | ||
Dilutive effect of share based compensation arrangements (in shares) | 4 | 0 |
NET INCOME (LOSS) PER SHARE -_2
NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
EARNINGS PER SHARE | ||
Total | 892 | 5,385 |
Employee Stock Option | ||
EARNINGS PER SHARE | ||
Total | 890 | 5,343 |
Restricted Stock Units (RSUs) | ||
EARNINGS PER SHARE | ||
Total | 2 | 2 |
ESPP | ||
EARNINGS PER SHARE | ||
Total | 0 | 40 |
INCOME TAXES - Schedule of Fede
INCOME TAXES - Schedule of Federal, State and Local, and Foreign Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income (loss) before income taxes: | ||
Domestic | $ 15,933 | $ 9,821 |
Foreign | (3,209) | (1,264) |
Income before income taxes | $ 12,724 | $ 8,557 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ (2,355) | $ (398) |
COMMERCIAL PARTNERS (Details)
COMMERCIAL PARTNERS (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Nuance Biotech Co. Ltd. | |
Fresh-Start Adjustment [Line Items] | |
Estimated settlement fees | $ 3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended |
Oct. 31, 2020USD ($) | |
Fortis | |
Loss Contingencies [Line Items] | |
Loss contingency, damages sought | $ 40 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Apr. 30, 2021USD ($) | |
Subsequent Event [Line Items] | |
Payments to acquire investments | $ 13 |
Intended additional payments to acquire marketable securities | $ 7 |