Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 28, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | PACIRA BIOSCIENCES, INC. | |
Entity Central Index Key | 0001396814 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q1 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 41,296,937 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 215,036 | $ 132,526 |
Short-term investments | 197,406 | 250,928 |
Accounts receivable, net | 39,766 | 38,000 |
Inventories, net | 47,028 | 48,569 |
Prepaid expenses and other current assets | 9,437 | 7,946 |
Total current assets | 508,673 | 477,969 |
Long-term investments | 0 | 25,871 |
Fixed assets, net | 107,051 | 108,670 |
Operating Lease, Right-of-Use Asset | 26,686 | 0 |
Goodwill | 62,040 | 62,040 |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties, Amount | 14,146 | 14,146 |
Other assets | 560 | 657 |
Total assets | 719,156 | 689,353 |
Current liabilities: | ||
Accounts payable | 13,369 | 14,368 |
Accrued expenses | 39,696 | 45,865 |
Operating Lease, Liability, Current | 5,583 | 0 |
Convertible senior notes | 0 | 338 |
Income taxes payable | 343 | 90 |
Total current liabilities | 58,991 | 60,661 |
Convertible senior notes | 294,356 | 290,592 |
Operating Lease, Liability, Noncurrent | 29,297 | 0 |
Other liabilities | 8,993 | 16,874 |
Total liabilities | 391,637 | 368,127 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, par value $0.001; 250,000,000 shares authorized; 41,288,703 shares issued and outstanding at March 31, 2019; 41,222,799 shares issued and outstanding at December 31, 2018 | 41 | 41 |
Additional paid-in capital | 718,449 | 709,691 |
Accumulated deficit | (391,153) | (388,226) |
Accumulated other comprehensive income (loss) | 182 | (280) |
Total stockholders’ equity | 327,519 | 321,226 |
Total liabilities and stockholders’ equity | $ 719,156 | $ 689,353 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 41,288,703 | 41,222,799 |
Common stock, shares outstanding | 41,288,703 | 41,222,799 |
Treasury stock at cost, shares | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 91,313 | $ 74,607 |
Operating expenses: | ||
Cost of goods sold | 27,303 | 22,885 |
Research and development | 14,384 | 14,378 |
Selling, general and administrative | 48,518 | 44,191 |
Product discontinuation | 29 | 90 |
Total operating expenses | 90,234 | 81,544 |
Income (loss) from operations | 1,079 | (6,937) |
Other (expense) income: | ||
Interest income | 2,156 | 1,374 |
Interest expense | (5,814) | (5,157) |
Other, net | 61 | 75 |
Total other expense, net | (3,597) | (3,708) |
Income (loss) before income taxes | (2,518) | (10,645) |
Income tax expense | (253) | (35) |
Net loss | $ (2,771) | $ (10,680) |
Net income (loss) per share: | ||
Basic and diluted net loss per common share (in USD per share) | $ (0.07) | $ (0.26) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 41,240 | 40,707 |
Product [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 90,906 | $ 74,287 |
Royalty [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 407 | $ 320 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,771) | $ (10,680) |
Other comprehensive income (loss): | ||
Net unrealized gain (loss) on investments | 462 | (447) |
Total other comprehensive income (loss) | 462 | (447) |
Comprehensive loss | $ (2,309) | $ (11,127) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Convertible Senior Notes Due 2019 | Convertible Senior Notes Due 2019Additional Paid-In Capital |
Balances (in shares) at Dec. 31, 2017 | 40,669,000 | ||||||
Balance at beginning of period at Dec. 31, 2017 | $ 279,483 | $ 41 | $ 669,032 | $ (389,136) | $ (454) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 46,000 | ||||||
Exercise of stock options | 419 | $ 0 | 419 | ||||
Vested restricted stock units (in shares) | 5,000 | ||||||
Vested restricted stock units | 0 | $ 0 | |||||
Stock-based compensation | 8,385 | 8,385 | |||||
Net unrealized gain (loss) on investments | (447) | (447) | |||||
Net loss | (10,680) | (10,680) | |||||
Balances (in shares) at Mar. 31, 2018 | 40,720,000 | ||||||
Balance at end of period at Mar. 31, 2018 | 278,521 | $ 41 | 677,836 | (398,455) | (901) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Cumulative effect adjustment of the adoption of Accounting Standards Update 2016-09 (Note 2) | 1,361 | 1,361 | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ (233) | $ (233) | |||||
Balances (in shares) at Dec. 31, 2018 | 41,223,000 | ||||||
Balance at beginning of period at Dec. 31, 2018 | 321,226 | $ 41 | 709,691 | (388,226) | (280) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 62,000 | ||||||
Exercise of stock options | 1,557 | $ 0 | 1,557 | ||||
Vested restricted stock units (in shares) | 4,000 | ||||||
Vested restricted stock units | $ 0 | $ 0 | |||||
Shares issued under employee stock purchase plan (shares) | 0 | ||||||
Stock-based compensation | $ 7,434 | 7,434 | |||||
Net unrealized gain (loss) on investments | 462 | 462 | |||||
Net loss | (2,771) | (2,771) | |||||
Balances (in shares) at Mar. 31, 2019 | 41,289,000 | ||||||
Balance at end of period at Mar. 31, 2019 | 327,519 | $ 41 | $ 718,449 | (391,153) | $ 182 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Cumulative effect adjustment of the adoption of Accounting Standards Update 2016-09 (Note 2) | $ (156) | $ (156) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net loss | $ (2,771) | $ (10,680) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of fixed assets | 3,600 | 2,762 |
Amortization of unfavorable lease obligation and debt issuance costs | 420 | 391 |
Amortization of debt discount | 3,345 | 3,113 |
Loss on disposal of fixed assets | 0 | 10 |
Stock-based compensation | 7,434 | 8,385 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,766) | 798 |
Inventories, net | 1,540 | 1,368 |
Prepaid expenses and other assets | (1,644) | (1,210) |
Increase (Decrease) in Accounts Payable | (1,442) | 106 |
Accrued expenses and income taxes payable | (5,166) | (7,623) |
Other liabilities | (51) | (109) |
Net cash provided by (used in) operating activities | 3,499 | (2,689) |
Investing activities: | ||
Purchases of fixed assets | (2,018) | (5,184) |
Purchases of investments | (22,688) | (130,580) |
Sales of investments | 103,187 | 127,764 |
Payment of contingent consideration | 0 | (2,293) |
Net cash provided by (used in) investing activities | 78,481 | (10,293) |
Financing activities: | ||
Proceeds from exercises of stock options | 1,101 | 419 |
Repayment of 2019 convertible senior notes | (338) | 0 |
Conversion premium on convertible senior notes | (233) | 0 |
Net cash provided by financing activities | 530 | 419 |
Net increase (decrease) in cash and cash equivalents | 82,510 | (12,563) |
Cash and cash equivalents, beginning of period | 132,526 | |
Cash and cash equivalents, end of period | 215,036 | |
Supplemental cash flow information: | ||
Cash paid for interest | 5 | 4,102 |
Non-cash investing and financing activities: | ||
Net decrease in accrued fixed assets | $ (37) | $ (233) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2019 | |
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 a leader in developing, manufacturing and commercializing non-opioid pain management and regenerative health solutions dedicated to advancing and improving outcomes for health care practitioners and their patients. The Company’s long-acting, local analgesic, EXPAREL ® (bupivacaine liposome injectable suspension), was commercially launched in the United States in April 2012. 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 the iovera° ® , or Iovera, system to its commercial offering with its acquisition of MyoScience, Inc., or MyoScience. The Iovera system is a handheld cryoanalgesia device used to deliver precise, controlled doses of cold temperature only to targeted nerves. The Company changed its name from Pacira Pharmaceuticals, Inc. to Pacira BioSciences, Inc. upon completing the acquisition of MyoScience in April 2019 in order to better reflect a broadening portfolio of innovative non-opioid pain management and regenerative health solutions. See Note 16, Subsequent Events , for more information. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
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, or 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, 2018 . The condensed consolidated financial statements at March 31, 2019 , and for the three month periods ended March 31, 2019 and 2018 , 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, 2018 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, 2018 . 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 surgical centers and physicians. The table below includes the percentage of net product sales processed by the Company’s three largest wholesalers in each period presented: Three Months Ended 2019 2018 Largest wholesaler 36% 34% Second largest wholesaler 29% 31% Third largest wholesaler 26% 26% Total 91% 91% Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-02, Leases (Topic 842) , and subsequently issued clarifications and corrections to the update by issuing ASU 2018-10 in July 2018. This update required lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. For income statement purposes, the new standard retained a dual model similar to Accounting Standards Codification, or ASC, 840, requiring leases to be classified as either operating or financing. Operating leases continue to result in straight-line expense while financing leases result in a front-loaded expense pattern (similar to previous accounting guidance by lessees for operating and capital leases, respectively, under ASC 840). The Company adopted ASU 2016-02 on January 1, 2019 using the effective date method. There were a number of practical expedients available to the Company at transition which it elected to apply upon adoption. The Company did not re-assess (i) whether its contracts contained a lease under the new definition of a lease and (ii) the classification of those leases. There were no initial direct costs previously capitalized on the consolidated balance sheet. In addition, the Company applied hindsight in the determination of the lease terms, in the assessment of the likelihood that a lease renewal, termination or purchase option will be exercised, and in the assessment of any potential impairments that existed on the right-of-use, or ROU, assets recognized at adoption. The Company also elected not to recognize a ROU asset and lease liability for those leases with a remaining lease term of 12 months or less. At adoption on January 1, 2019, the lease liability was equal to the present value of future lease payments and a ROU asset was recorded based on the lease liability, adjusted for items such as prepaid and accrued lease payments. The Company recorded $36.5 million of lease liabilities and $27.6 million of ROU assets as of January 1, 2019, the difference representing previously recorded lease-related assets and liabilities. There was a cumulative-effect adjustment to retained earnings of $0.2 million upon adoption. Refer to Note 6, Leases , for further information on the Company’s existing leases. The lease liability recognized upon adoption was based upon the present value of the sum of the remaining minimum lease payments (as previously identified under ASC 840), determined using the discount rate as of the date of adoption. The discount rate was based on the Company’s incremental borrowing rate on a collateralized basis over a similar remaining term and in a similar economic environment. Recent Accounting Pronouncements Not Adopted as of March 31, 2019 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. This update also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. This standard will become effective for the Company beginning January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework. The purpose of the update is to improve the effectiveness of the fair value measurement disclosures that allows for clear communication of information that is most important to the users of financial statements. There were certain required disclosures that have been removed or modified. In addition, the update added the following disclosures: (i) changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The standard will become effective for the Company beginning January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of ASU 2018-13 on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update provides guidance to determine which implementation costs to capitalize as they relate to the service contract and which costs to expense. In addition, the update further defines the term of the hosting arrangement to include the non-cancelable period of the arrangement plus periods covered by (i) an option to extend the arrangement if the customer is reasonably certain to exercise that option; (ii) an option to terminate the arrangement if the customer is reasonably certain not to exercise the termination option and (iii) an option to extend (or not to terminate) the arrangement in which exercise of the option is in the control of the vendor. Any expense related to the capitalized implementation costs should be recorded in the same financial statement line item in the consolidated statements of operations as the fees associated with the hosting element of the arrangement, and the payments for capitalized implementation costs should be classified in the same manner as payments made for fees associated with the hosting element in the consolidated statements of cash flows. This standard will become effective for the Company beginning January 1, 2020. The amendments may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which provides amendments to the recognition and measurement of certain financial assets and financial liabilities. One of those amendments requires that equity securities without readily determinable fair values accounted for under the measurement alternative be re-measured when an orderly transaction is identified for an identical or similar investment of the same issuer. This standard will become effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of ASU 2019-04 on its consolidated financial statements. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company. Leases |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2019 | |
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 its bupivacaine liposome injectable suspension product for use in animals in the U.S.; (iii) royalties based on sales of its bupivacaine liposome injectable suspension product for use in animals and (iv) license fees and milestone payments. The majority of the Company’s revenue is derived from net product sales of EXPAREL. The Company does not consider revenue from other product sales, collaborative licensing, milestones and royalties to be material sources of 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 which include hospitals, ambulatory surgery centers and doctors. 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 for the gross to net adjustments, 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 to 37 days from the date of the transaction, and accordingly, there is no significant financing component. 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 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 2019 2018 Net product sales: EXPAREL $ 90,615 $ 74,034 Other product sales 291 253 Total net product sales $ 90,906 $ 74,287 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventories, net are as follows (in thousands): March 31, December 31, 2019 2018 Raw materials $ 19,978 $ 19,193 Work-in-process 11,141 9,711 Finished goods 15,909 19,665 Total $ 47,028 $ 48,569 |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 Machinery and laboratory equipment $ 67,913 $ 67,431 Leasehold improvements 59,886 57,955 Computer equipment and software 8,188 8,131 Office furniture and equipment 1,576 1,548 Construction in progress 34,646 35,163 Total 172,209 170,228 Less: accumulated depreciation (65,158 ) (61,558 ) Fixed assets, net $ 107,051 $ 108,670 For the three months ended March 31, 2019 and 2018, depreciation expense was $3.6 million and $2.8 million , respectively. For the three months ended March 31, 2019 and 2018, capitalized interest on the construction of manufacturing sites was zero and $0.4 million , respectively. At March 31, 2019 and December 31, 2018 , total fixed assets, net, includes leasehold improvements and manufacturing process equipment located in England in the amount of $63.4 million and $64.6 million |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases its EXPAREL manufacturing, research and development, warehouse and former DepoCyt(e) manufacturing facilities in San Diego, California, and its corporate headquarters in Parsippany, New Jersey. These leases have remaining terms between one year and nine years , some of which provide renewal options at the then-current market value, along with one that contains the right to terminate the lease after four years . A renewal option has been included in the measurement of the operating lease liability associated with one facility. The Company also has a lease with Thermo Fisher Scientific Pharma Services (“Thermo Fisher”) (formerly Patheon UK Limited), for the use of Thermo Fisher’s facility in Swindon, England, which is embedded in agreements the Company has with Thermo Fisher. 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, 2019 2018 Operating lease costs: Fixed lease costs $ 1,443 $ 1,490 Variable lease costs 381 402 Total $ 1,824 $ 1,892 Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,050 Right-of-use assets recorded in exchange for lease obligations $ 34,780 The Company has elected to net the amortization of the ROU asset and the reduction of the lease liability principal in accrued expenses in the condensed consolidated statement of cash flows. The Company has measured its operating lease liabilities at an estimated discount rate in 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, 2019 Weighted average remaining lease term 6.59 years Weighted average discount rate 8.10% Maturities of the Company’s operating lease liabilities are as follows, and include a renewal option to extend the lease on one facility (in thousands): Year Aggregate Minimum Payments Due 2019 (remaining nine months) $ 6,090 2020 7,700 2021 5,539 2022 5,671 2023 5,806 2024 through 2028 14,788 Total lease payments 45,594 Less: imputed interest (10,714 ) Total operating lease liabilities $ 34,880 As of December 31, 2018, aggregate annual minimum payments due under the Company’s lease obligations were as follows (in thousands): Year Aggregate Minimum Payments Due 2019 $ 8,140 2020 7,621 2021 5,295 2022 5,417 2023 5,543 2024 through 2028 14,329 Total $ 46,345 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL In March 2007, the Company acquired from SkyePharma Holding, Inc. (now a subsidiary of Vectura Group plc), or Skyepharma, its California operating subsidiary named Pacira Pharmaceuticals, Inc. (the “Skyepharma Acquisition”). The Company’s goodwill arose in April 2012 from a contingent milestone payment to Skyepharma in connection with the Skyepharma Acquisition. The Skyepharma Acquisition was accounted for under Statement of Financial Accounting Standards 141, Accounting for Business Combinations , which was the effective GAAP standard at the Skyepharma Acquisition date. In connection with the Skyepharma Acquisition, the Company agreed to milestone payments for DepoBupivacaine products, including EXPAREL, as follows: (i) $10.0 million upon the first commercial sale in the United States (met April 2012); (ii) $4.0 million upon the first commercial sale in a major E.U. country (United Kingdom, France, Germany, Italy and Spain); (iii) $8.0 million when annual net sales collected reach $100.0 million (met September 2014); (iv) $8.0 million when annual net sales collected reach $250.0 million (met June 2016); and (v) $32.0 million when annual net sales collected reach $500.0 million . For purposes of meeting future potential milestone payments, annual net sales are measured on a rolling quarterly basis. As part of the Skyepharma Acquisition, the Company agreed to pay certain earn-out payments based on a percentage of net sales of DepoBupivacaine products collected, including EXPAREL, for the term during which such sales were covered by a valid claim in certain patent rights related to EXPAREL and other biologics products. The last patents for which a valid claim existed expired on September 18, 2018 and thus, the only remaining obligations to Skyepharma are the two unmet milestone payments totaling $36.0 million . 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. There was no change in the carrying value of goodwill during the three months ended March 31, 2019 . The balance at both March 31, 2019 and December 31, 2018 was $62.0 million |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Convertible Senior Notes Due 2022 On March 13, 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 and October 1 of each year. The 2022 Notes mature on April 1, 2022. The total debt composition of the 2022 Notes is as follows (in thousands): March 31, December 31, 2019 2018 2.375% convertible senior notes due 2022 $ 345,000 $ 345,000 Deferred financing costs (5,430 ) (5,850 ) Discount on debt (45,214 ) (48,558 ) Total debt, net of debt discount and deferred financing costs $ 294,356 $ 290,592 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 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, 2019 , 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, 2019 , the 2022 Notes had a market price of $985 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 converted, the Company would be required to repay the $345.0 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 April 1, 2020, the Company may not redeem the 2022 Notes. On or after 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 trading days prior to the date on which the Company provides notice of redemption. The redemption price will equal the sum of (i) 100% of the principal amount of the 2022 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. In addition, calling the 2022 Notes for redemption will constitute a “make whole fundamental change” (as defined in the 2022 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 2022 Notes. While the 2022 Notes are currently classified on the Company’s consolidated balance sheet at March 31, 2019 as long-term debt, the future convertibility and resulting balance sheet classification of this liability will be monitored at each quarterly reporting date and will be analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods. In the event that the holders of the 2022 Notes have the right to convert the 2022 Notes at any time during the prescribed measurement period, the 2022 Notes would then be considered a current obligation and classified as such. Convertible Senior Notes Due 2019 On February 1, 2019, the Company’s 3.25% convertible senior notes due 2019, or 2019 Notes, matured, and the Company paid the remaining $0.3 million of principal in full, plus a $0.2 million conversion premium in cash. The 2019 Notes accrued interest at a fixed rate of 3.25% per year and were payable semiannually in arrears on February 1 and August 1 of each year. Interest Expense The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands): Three Months Ended 2019 2018 Contractual interest expense $ 2,049 $ 2,051 Amortization of debt issuance costs 420 402 Amortization of debt discount 3,345 3,113 Capitalized interest and other (Note 5) — (409 ) Total $ 5,814 $ 5,157 Effective interest rate on convertible senior notes 7.81 % 7.81 % |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2019 | |
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 convertible senior notes at March 31, 2019 are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2). The carrying amount and fair value of the Company’s convertible senior notes are as follows (in thousands): Financial Liabilities Carried at Historical Cost Carrying Value Fair Value Measurements Using March 31, 2019 Level 1 Level 2 Level 3 2.375% convertible senior notes due 2022 (1) $ 294,356 $ — $ 339,825 $ — (1) The closing price of the Company’s common stock was $38.06 per share at March 31, 2019 compared to a conversion price of $66.89 per share. Currently, the conversion price is above the stock price. The maximum conversion premium that can be due on the 2022 Notes is approximately 5.2 million shares of the Company’s common stock, which assumes no increases in the conversion rate for certain corporate events. Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate 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 corporate bonds with maturities greater than one year. Net unrealized gains and losses from the Company’s short-term and long-term investments are reported in other comprehensive income (loss). At March 31, 2019 , all of the Company’s short-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 March 31, 2019 , all short-term investments were rated A or better by Standard & Poor’s. The following summarizes the Company’s investments at March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 20,342 $ 46 $ (4 ) $ 20,384 Commercial paper 48,791 40 (1 ) 48,830 Corporate bonds 128,091 107 (6 ) 128,192 Total $ 197,224 $ 193 $ (11 ) $ 197,406 December 31, 2018 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,873 $ — $ (33 ) $ 34,840 Commercial paper 45,035 — (30 ) 45,005 Corporate bonds 171,289 — (206 ) 171,083 Subtotal 251,197 — (269 ) 250,928 Long-term: Asset-backed securities 9,383 5 — 9,388 Corporate bonds 16,499 — (16 ) 16,483 Subtotal 25,882 5 (16 ) 25,871 Total $ 277,079 $ 5 $ (285 ) $ 276,799 Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets and liabilities acquired in a business combination, and long-lived assets, which would be recognized at fair value if deemed to be impaired or if reclassified as assets held for sale. The fair value in these instances would be determined using Level 3 inputs. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, 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, 2019 , three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 39% , 29% and 26% , respectively. At December 31, 2018 , three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 32% , 32% and 29% , respectively. For additional information regarding the Company’s wholesalers, see Note 2 , Summary of Significant Accounting Policies . Revenues are primarily derived from major wholesalers and pharmaceutical companies 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 doubtful accounts receivable are maintained based on historical payment patterns, aging of accounts receivable and the Company’s actual write-off history. As of March 31, 2019 and December 31, 2018 , no |
STOCK PLANS
STOCK PLANS | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Cost of goods sold $ 1,091 $ 1,207 Research and development 1,218 697 Selling, general and administrative 5,125 6,481 Total $ 7,434 $ 8,385 Stock-based compensation from: Stock options (employee awards) $ 4,930 $ 6,356 Stock options (consultant awards) 191 38 Restricted stock units (employee awards) 2,107 1,790 Employee stock purchase plan 206 201 Total $ 7,434 $ 8,385 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, 2019 : Stock Options Number of Options Weighted Average Exercise Price Outstanding at December 31, 2018 5,722,818 $ 41.69 Granted 257,080 39.40 Exercised (62,116 ) 25.07 Forfeited (96,411 ) 41.06 Expired (24,700 ) 69.39 Outstanding at March 31, 2019 5,796,671 41.65 Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value Unvested at December 31, 2018 577,964 $ 42.14 Granted — — Vested (3,788 ) 43.07 Forfeited (20,448 ) 40.00 Unvested at March 31, 2019 553,728 42.21 The weighted average fair value of stock options granted during the three months ended March 31, 2019 was $19.38 per share. The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions: Three Months Ended March 31, 2019 Expected dividend yield None Risk-free interest rate 2.48% Expected volatility 53.8% Expected term of options 5.13 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, 2019 , no |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
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: 2019 2018 Balance at beginning of period $ (280 ) $ (454 ) Other comprehensive income (loss) before reclassifications 462 (447 ) Amounts reclassified from accumulated other comprehensive income (loss) — — Balance at end of period $ 182 $ (901 ) |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
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) as well as the conversion of the excess conversion value on the 2022 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. Since it is the Company’s intent to settle the principal amount of its 2022 Notes in cash, the potentially dilutive effect of such notes on net income (loss) per share is computed under the treasury stock method. The Company settled the principal and conversion premium of its 2019 Notes in cash. Potential common shares are excluded from the diluted net income (loss) per share computation to the extent they would be antidilutive. Because the Company reported a net loss for each of the three month periods ended March 31, 2019 and 2018 , no potentially dilutive securities have been included in the computation of diluted net loss per share for those periods. The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended 2019 2018 Numerator: Net loss $ (2,771 ) $ (10,680 ) Denominator: Weighted average common shares outstanding 41,240 40,707 Net loss per share: Basic and diluted net loss per common share $ (0.07 ) $ (0.26 ) The following outstanding stock options, RSUs, conversion premiums on the Company’s convertible senior notes and ESPP purchase options are antidilutive in the periods presented (in thousands): Three Months Ended 2019 2018 Weighted average number of stock options 5,792 5,034 Weighted average number of RSUs 559 489 Conversion premium on the 2019 Notes — 4 Weighted average ESPP purchase options 37 31 Total 6,388 5,558 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
TAXES | INCOME TAXES Income (loss) before income taxes is as follows (in thousands): Three Months Ended 2019 2018 Income (loss) before income taxes: Domestic $ 1,819 $ (9,813 ) Foreign (4,337 ) (832 ) Total loss before income taxes $ (2,518 ) $ (10,645 ) The Company recorded income tax expense of $0.3 million in the three months ended March 31, 2019 and less than $0.1 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation 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 which 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. In April 2015, the Company received a subpoena from the U.S. Department of Justice, U.S. Attorney’s Office for the District of New Jersey, requiring the production of a broad range of documents pertaining to marketing and promotional |
COMMERCIAL PARTNERS AND OTHER A
COMMERCIAL PARTNERS AND OTHER AGREEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COMMERCIAL PARTNERS AND OTHER AGREEMENTS | COMMERCIAL PARTNERS AND OTHER AGREEMENTS DepoCyt(e) Discontinuation In June 2017, the Company’s board of directors approved a decision to discontinue all future production of DepoCyt ® (U.S. and Canada) and DepoCyte ® (European Union) due to persistent technical issues specific to the DepoCyt(e) manufacturing process. As of June 30, 2017, the Company had ceased all production of DepoCyt(e). In both of the three month periods ended March 31, 2019 and 2018, the Company recorded charges of less than $0.1 million related to the discontinuation of its DepoCyt(e) manufacturing activities. Both periods included charges for asset retirement obligations and other contract and exit costs. The three month period ended March 31, 2018 also included lease charges. At January 1, 2019, there was a balance sheet reclassification from the lease cost reserves related to the DepoCyt(e) discontinuation to lease liabilities in the amount of $1.5 million , recognized as part of the transition to the new lease accounting standard. See Note 2, Summary of Significant Accounting Policies , for more information. Cash payments related to the DepoCyt(e) manufacturing facility are expected to continue through the end of the lease term in August 2020. As of March 31, 2019 , a summary of the Company’s costs and reserves related to the DepoCyt(e) discontinuation are as follows (in thousands): Lease Costs Asset Retirement Obligations and Other Discontinuation Costs Total Balance at December 31, 2018 $ 1,970 $ 282 $ 2,252 Charges incurred — 11 11 Cash payments made — (71 ) (71 ) Reclassifications (1,970 ) 455 (1,515 ) Balance at March 31, 2019 $ — $ 677 $ 677 |
SUBSEQUENT EVENTS (Notes)
SUBSEQUENT EVENTS (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | NOTE 16—SUBSEQUENT EVENTS On April 9, 2019, the Company acquired MyoScience, a privately-held medical device company, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), under which MyoScience became a wholly-owned subsidiary of the Company. MyoScience currently markets the Iovera system, a novel, FDA-approved non-opioid treatment that immediately alleviates pain for up to 90 days by applying intense cold to targeted nerves in a process called cryoanalgesia. After the closing of the acquisition, the Company changed its corporate name to Pacira BioSciences, Inc., in order to better reflect a broadening portfolio of innovative non-opioid pain management and regenerative health solutions. MyoScience was renamed Pacira CryoTech, Inc., while the Company’s California operating subsidiary retained the name Pacira Pharmaceuticals, Inc. The Company’s common stock continues to trade on the Nasdaq Global Select Market under the symbol “PCRX.” The consideration included an initial payment of $120.0 million , subject to adjustment based on customary post-closing purchase price adjustments and indemnification obligations. The Merger Agreement also provides for contingent milestone payments of up to an aggregate of $100.0 million upon the achievement of certain regulatory and commercial milestones, of which up to $25.0 million may be payable in shares of the Company’s common stock if achieved in 2020. The Company funded the initial payment from cash on hand. The primary assets and liabilities of the business purchased include intellectual property, other intangible assets, equipment, inventory, receivables, payables and accrued expenses. Due to the relatively short time from the date of acquisition |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, or 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, 2018 . The condensed consolidated financial statements at March 31, 2019 , and for the three month periods ended March 31, 2019 and 2018 , 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, 2018 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, 2018 . The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation. |
Concentration of Major Customers | 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 surgical centers and physicians. The table below includes the percentage of net product sales processed by the Company’s three largest wholesalers in each period presented: Three Months Ended 2019 2018 Largest wholesaler 36% 34% Second largest wholesaler 29% 31% Third largest wholesaler 26% 26% Total 91% 91% |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-02, Leases (Topic 842) , and subsequently issued clarifications and corrections to the update by issuing ASU 2018-10 in July 2018. This update required lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. For income statement purposes, the new standard retained a dual model similar to Accounting Standards Codification, or ASC, 840, requiring leases to be classified as either operating or financing. Operating leases continue to result in straight-line expense while financing leases result in a front-loaded expense pattern (similar to previous accounting guidance by lessees for operating and capital leases, respectively, under ASC 840). The Company adopted ASU 2016-02 on January 1, 2019 using the effective date method. There were a number of practical expedients available to the Company at transition which it elected to apply upon adoption. The Company did not re-assess (i) whether its contracts contained a lease under the new definition of a lease and (ii) the classification of those leases. There were no initial direct costs previously capitalized on the consolidated balance sheet. In addition, the Company applied hindsight in the determination of the lease terms, in the assessment of the likelihood that a lease renewal, termination or purchase option will be exercised, and in the assessment of any potential impairments that existed on the right-of-use, or ROU, assets recognized at adoption. The Company also elected not to recognize a ROU asset and lease liability for those leases with a remaining lease term of 12 months or less. At adoption on January 1, 2019, the lease liability was equal to the present value of future lease payments and a ROU asset was recorded based on the lease liability, adjusted for items such as prepaid and accrued lease payments. The Company recorded $36.5 million of lease liabilities and $27.6 million of ROU assets as of January 1, 2019, the difference representing previously recorded lease-related assets and liabilities. There was a cumulative-effect adjustment to retained earnings of $0.2 million upon adoption. Refer to Note 6, Leases , for further information on the Company’s existing leases. The lease liability recognized upon adoption was based upon the present value of the sum of the remaining minimum lease payments (as previously identified under ASC 840), determined using the discount rate as of the date of adoption. The discount rate was based on the Company’s incremental borrowing rate on a collateralized basis over a similar remaining term and in a similar economic environment. Recent Accounting Pronouncements Not Adopted as of March 31, 2019 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. This update also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. This standard will become effective for the Company beginning January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework. The purpose of the update is to improve the effectiveness of the fair value measurement disclosures that allows for clear communication of information that is most important to the users of financial statements. There were certain required disclosures that have been removed or modified. In addition, the update added the following disclosures: (i) changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The standard will become effective for the Company beginning January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of ASU 2018-13 on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update provides guidance to determine which implementation costs to capitalize as they relate to the service contract and which costs to expense. In addition, the update further defines the term of the hosting arrangement to include the non-cancelable period of the arrangement plus periods covered by (i) an option to extend the arrangement if the customer is reasonably certain to exercise that option; (ii) an option to terminate the arrangement if the customer is reasonably certain not to exercise the termination option and (iii) an option to extend (or not to terminate) the arrangement in which exercise of the option is in the control of the vendor. Any expense related to the capitalized implementation costs should be recorded in the same financial statement line item in the consolidated statements of operations as the fees associated with the hosting element of the arrangement, and the payments for capitalized implementation costs should be classified in the same manner as payments made for fees associated with the hosting element in the consolidated statements of cash flows. This standard will become effective for the Company beginning January 1, 2020. The amendments may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of ASU 2018-15 on its consolidated financial statements. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which provides amendments to the recognition and measurement of certain financial assets and financial liabilities. One of those amendments requires that equity securities without readily determinable fair values accounted for under the measurement alternative be re-measured when an orderly transaction is identified for an identical or similar investment of the same issuer. This standard will become effective for the Company beginning January 1, 2020. The Company is currently evaluating the impact of ASU 2019-04 on its consolidated financial statements. |
Leases | Leases |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 net product sales processed by the Company’s three largest wholesalers in each period presented: Three Months Ended 2019 2018 Largest wholesaler 36% 34% Second largest wholesaler 29% 31% Third largest wholesaler 26% 26% Total 91% 91% |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Net product sales: EXPAREL $ 90,615 $ 74,034 Other product sales 291 253 Total net product sales $ 90,906 $ 74,287 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventories | The components of inventories, net are as follows (in thousands): March 31, December 31, 2019 2018 Raw materials $ 19,978 $ 19,193 Work-in-process 11,141 9,711 Finished goods 15,909 19,665 Total $ 47,028 $ 48,569 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 Machinery and laboratory equipment $ 67,913 $ 67,431 Leasehold improvements 59,886 57,955 Computer equipment and software 8,188 8,131 Office furniture and equipment 1,576 1,548 Construction in progress 34,646 35,163 Total 172,209 170,228 Less: accumulated depreciation (65,158 ) (61,558 ) Fixed assets, net $ 107,051 $ 108,670 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Summary of operating lease cost and other operating lease information | Total operating lease costs are as follows (in thousands): Three Months Ended March 31, 2019 2018 Operating lease costs: Fixed lease costs $ 1,443 $ 1,490 Variable lease costs 381 402 Total $ 1,824 $ 1,892 Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,050 Right-of-use assets recorded in exchange for lease obligations $ 34,780 March 31, 2019 Weighted average remaining lease term 6.59 years Weighted average discount rate 8.10% |
Schedule of maturities of operating lease liabilities | Maturities of the Company’s operating lease liabilities are as follows, and include a renewal option to extend the lease on one facility (in thousands): Year Aggregate Minimum Payments Due 2019 (remaining nine months) $ 6,090 2020 7,700 2021 5,539 2022 5,671 2023 5,806 2024 through 2028 14,788 Total lease payments 45,594 Less: imputed interest (10,714 ) Total operating lease liabilities $ 34,880 |
Schedule of maturities of operating lease liabilities | As of December 31, 2018, aggregate annual minimum payments due under the Company’s lease obligations were as follows (in thousands): Year Aggregate Minimum Payments Due 2019 $ 8,140 2020 7,621 2021 5,295 2022 5,417 2023 5,543 2024 through 2028 14,329 Total $ 46,345 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | There was no change in the carrying value of goodwill during the three |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of composition of the Company's debt and financing obligations | The total debt composition of the 2022 Notes is as follows (in thousands): March 31, December 31, 2019 2018 2.375% convertible senior notes due 2022 $ 345,000 $ 345,000 Deferred financing costs (5,430 ) (5,850 ) Discount on debt (45,214 ) (48,558 ) Total debt, net of debt discount and deferred financing costs $ 294,356 $ 290,592 |
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 2019 2018 Contractual interest expense $ 2,049 $ 2,051 Amortization of debt issuance costs 420 402 Amortization of debt discount 3,345 3,113 Capitalized interest and other (Note 5) — (409 ) Total $ 5,814 $ 5,157 Effective interest rate on convertible senior notes 7.81 % 7.81 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amount and fair value of the long-term debt | The carrying amount and fair value of the Company’s convertible senior notes are as follows (in thousands): Financial Liabilities Carried at Historical Cost Carrying Value Fair Value Measurements Using March 31, 2019 Level 1 Level 2 Level 3 2.375% convertible senior notes due 2022 (1) $ 294,356 $ — $ 339,825 $ — (1) The closing price of the Company’s common stock was $38.06 per share at March 31, 2019 compared to a conversion price of $66.89 per share. Currently, the conversion price is above the stock price. The maximum conversion premium that can be due on the 2022 Notes is approximately 5.2 million |
Schedule of short-term investments | The following summarizes the Company’s investments at March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 20,342 $ 46 $ (4 ) $ 20,384 Commercial paper 48,791 40 (1 ) 48,830 Corporate bonds 128,091 107 (6 ) 128,192 Total $ 197,224 $ 193 $ (11 ) $ 197,406 December 31, 2018 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,873 $ — $ (33 ) $ 34,840 Commercial paper 45,035 — (30 ) 45,005 Corporate bonds 171,289 — (206 ) 171,083 Subtotal 251,197 — (269 ) 250,928 Long-term: Asset-backed securities 9,383 5 — 9,388 Corporate bonds 16,499 — (16 ) 16,483 Subtotal 25,882 5 (16 ) 25,871 Total $ 277,079 $ 5 $ (285 ) $ 276,799 |
STOCK PLANS (Tables)
STOCK PLANS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Cost of goods sold $ 1,091 $ 1,207 Research and development 1,218 697 Selling, general and administrative 5,125 6,481 Total $ 7,434 $ 8,385 Stock-based compensation from: Stock options (employee awards) $ 4,930 $ 6,356 Stock options (consultant awards) 191 38 Restricted stock units (employee awards) 2,107 1,790 Employee stock purchase plan 206 201 Total $ 7,434 $ 8,385 |
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, 2019 : Stock Options Number of Options Weighted Average Exercise Price Outstanding at December 31, 2018 5,722,818 $ 41.69 Granted 257,080 39.40 Exercised (62,116 ) 25.07 Forfeited (96,411 ) 41.06 Expired (24,700 ) 69.39 Outstanding at March 31, 2019 5,796,671 41.65 Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value Unvested at December 31, 2018 577,964 $ 42.14 Granted — — Vested (3,788 ) 43.07 Forfeited (20,448 ) 40.00 Unvested at March 31, 2019 553,728 42.21 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: 2019 2018 Balance at beginning of period $ (280 ) $ (454 ) Other comprehensive income (loss) before reclassifications 462 (447 ) Amounts reclassified from accumulated other comprehensive income (loss) — — Balance at end of period $ 182 $ (901 ) |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended 2019 2018 Numerator: Net loss $ (2,771 ) $ (10,680 ) Denominator: Weighted average common shares outstanding 41,240 40,707 Net loss per share: Basic and diluted net loss per common share $ (0.07 ) $ (0.26 ) |
Schedule of potential dilutive effect of the securities excluded from the calculation of diluted loss per share | The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended 2019 2018 Numerator: Net loss $ (2,771 ) $ (10,680 ) Denominator: Weighted average common shares outstanding 41,240 40,707 Net loss per share: Basic and diluted net loss per common share $ (0.07 ) $ (0.26 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Income (loss) before income taxes: Domestic $ 1,819 $ (9,813 ) Foreign (4,337 ) (832 ) Total loss before income taxes $ (2,518 ) $ (10,645 ) |
COMMERCIAL PARTNERS AND OTHER_2
COMMERCIAL PARTNERS AND OTHER AGREEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COMMERCIAL PARTNERS AND OTHER AGREEMENTS | As of March 31, 2019 , a summary of the Company’s costs and reserves related to the DepoCyt(e) discontinuation are as follows (in thousands): Lease Costs Asset Retirement Obligations and Other Discontinuation Costs Total Balance at December 31, 2018 $ 1,970 $ 282 $ 2,252 Charges incurred — 11 11 Cash payments made — (71 ) (71 ) Reclassifications (1,970 ) 455 (1,515 ) Balance at March 31, 2019 $ — $ 677 $ 677 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Concentration risk by major customer - customer | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentration of Major Customers | ||
Number of major customers | 3 | |
Net revenue | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 91.00% | 91.00% |
Net revenue | Largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 36.00% | 34.00% |
Net revenue | Second largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 29.00% | 31.00% |
Net revenue | Third largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 26.00% | 26.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES New Accounting Pronouncements or change in Accounting Policy (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total operating lease liabilities | $ 34,880 | ||
ROU asset | $ 26,686 | $ 0 | |
Accounting Standards Update 2016-02 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total operating lease liabilities | $ 36,500 | ||
ROU asset | 27,600 | ||
Cumulative-effect adjustment to retained earnings | $ 200 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total net product sales | $ 90,906 | $ 74,287 |
EXPAREL | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | 90,615 | 74,034 |
Other product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | $ 291 | $ 253 |
Minimum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Additional Narrative Disclosure | P0D | |
Maximum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Additional Narrative Disclosure | P37D |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 19,978 | $ 19,193 |
Work-in-process | 11,141 | 9,711 |
Finished goods | 15,909 | 19,665 |
Total | $ 47,028 | $ 48,569 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
FIXED ASSETS | |||
Total | $ 172,209 | $ 170,228 | |
Less: accumulated depreciation | (65,158) | (61,558) | |
Fixed assets, net | 107,051 | 108,670 | |
Depreciation expense | 3,600 | $ 2,800 | |
Capitalized interest (Note 4) | 0 | ||
Foreign Property, Plant and Equipment, Net | 63,400 | 64,600 | |
Machinery and laboratory equipment | |||
FIXED ASSETS | |||
Total | 67,913 | 67,431 | |
Leasehold improvements | |||
FIXED ASSETS | |||
Total | 59,886 | 57,955 | |
Computer equipment and software | |||
FIXED ASSETS | |||
Total | 8,188 | 8,131 | |
Office furniture and equipment | |||
FIXED ASSETS | |||
Total | 1,576 | 1,548 | |
Construction in progress | |||
FIXED ASSETS | |||
Total | $ 34,646 | $ 35,163 |
LEASES -Narrative (Details)
LEASES -Narrative (Details) | Mar. 31, 2019 |
Lease term renewal | 4 years |
Weighted average remaining lease term | 6 years 7 months 2 days |
Weighted average discount rate | 8.10% |
Minimum [Member] | |
Term of contract | 1 year |
Maximum [Member] | |
Term of contract | 9 years |
LEASES -Summary of operating le
LEASES -Summary of operating lease cost and other operating lease information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating lease costs: | ||
Fixed lease costs | $ 1,443 | $ 1,490 |
Variable lease costs | 381 | 402 |
Total | 1,824 | $ 1,892 |
Cash paid for amounts included in the measurement of operating lease liabilities: | ||
Operating cash flows from operating leases | $ 2,050 | |
Weighted average remaining lease term | 6 years 7 months 2 days | |
Weighted average discount rate | 8.10% | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 34,780 |
LEASES -Schedule of maturities
LEASES -Schedule of maturities of operating lease liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining nine months) | $ 6,090 |
2020 | 7,700 |
2021 | 5,539 |
2022 | 5,671 |
2023 | 5,806 |
2024 through 2028 | 14,788 |
Total lease payments | 45,594 |
Less: imputed interest | (10,714) |
Total operating lease liabilities | $ 34,880 |
LEASES -Schedule of maturitie_2
LEASES -Schedule of maturities of operating lease liabilities (prior year) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 8,140 |
2020 | 7,621 |
2021 | 5,295 |
2022 | 5,417 |
2023 | 5,543 |
2024 through 2028 | 14,329 |
Total | $ 46,345 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill | ||
Goodwill recorded in connection with the acquisition | $ 62,040,000 | $ 62,040,000 |
Upon first commercial sale in the United States | ||
Goodwill | ||
Milestone payments for EXPAREL agreed in connection with acquisition | 10,000,000 | |
Upon first commercial sale in a major EU country (United Kingdom, France, Germany, Italy and Spain) | ||
Goodwill | ||
Milestone payments for EXPAREL agreed in connection with acquisition | 4,000,000 | |
When annual net sales collected reach $100.0 million | ||
Goodwill | ||
Milestone payments for EXPAREL agreed in connection with acquisition | 8,000,000 | |
Annual net sales threshold | 100,000,000 | |
When annual net sales collected reach $250.0 million | ||
Goodwill | ||
Milestone payments for EXPAREL agreed in connection with acquisition | 8,000,000 | |
Annual net sales threshold | 250,000,000 | |
When annual net sales collected reach $500.0 million | ||
Goodwill | ||
Milestone payments for EXPAREL agreed in connection with acquisition | 32,000,000 | |
Annual net sales threshold | $ 500,000,000 | |
Skye Pharma Holding Inc. [Member] | ||
Goodwill | ||
Total Milestone Payments Yet to be Paid for Sale of Product in Connection with Acquisition | $ 36,000,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details 2) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | $ 62,040 |
Balance at June 30, 2018 | $ 62,040 |
DEBT (Details)
DEBT (Details) - Unsecured Debt - Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Convertible senior notes, gross | $ 345,000 | $ 345,000 |
Deferred financing costs | (5,430) | (5,850) |
Discount on debt | (45,214) | (48,558) |
Total debt, net of debt discount and deferred financing costs | $ 294,356 | $ 290,592 |
DEBT (Details 2)
DEBT (Details 2) - USD ($) | Feb. 01, 2019 | Mar. 13, 2017 | Mar. 31, 2019 | Mar. 07, 2017 | Jan. 23, 2013 |
DEBT AND FINANCING OBLIGATIONS | |||||
Settlement period - convertible debt conversion request | 40 days | ||||
Closing sale price (in dollars per share) | $ 38.06 | ||||
Repayments of debt | $ 300,000 | ||||
Repayment of Conversion Premium | $ 200,000 | ||||
Convertible Senior Notes Due 2022 | |||||
DEBT AND FINANCING OBLIGATIONS | |||||
Initial conversion rate of common stock per $1000 of principal amount of Notes (in shares) | 14.9491 | ||||
Initial conversion price of notes into common stock (in dollars per share) | $ 66.89 | $ 66.89 | |||
Convertible debt, premium on common stock | 37.50% | ||||
Closing sale price (in dollars per share) | $ 48.65 | ||||
Total transaction costs related to the issuance of Notes | $ 11,000,000 | ||||
Debt issuance costs, amortization period | 5 years | ||||
Convertible Senior Notes Due 2022 | Conversion terms prior to close of business on business day immediately proceeding October 1, 2021 | |||||
DEBT AND FINANCING OBLIGATIONS | |||||
Convertible debt, common stock closing sales price minimum, number of trading days | 20 days | ||||
Convertible debt, number of consecutive trading days | 30 days | ||||
Convertible debt, common stock closing sales price minimum as percentage of conversion price | 130.00% | ||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | ||||
Market price per $1000 of principal amount of notes | 985 | ||||
Convertible Senior Notes Due 2022 | Debt Redemption Terms on or after April 1, 2020 | |||||
DEBT AND FINANCING OBLIGATIONS | |||||
Convertible debt, common stock closing sales price minimum, number of trading days | 20 days | ||||
Convertible debt, number of consecutive trading days | 30 days | ||||
Convertible debt, common stock closing sales price minimum as percentage of conversion price | 130.00% | ||||
Debt Instrument Conversion Obligation Number of Trading Days Prior to Date on which Entity Provides Notice of Redemption | 5 days | ||||
Debt Instrument, Percentage of Principal Amount for Computation of Redemption Price | 100.00% | ||||
Convertible Senior Notes Due 2019 | |||||
DEBT AND FINANCING OBLIGATIONS | |||||
Principal amount used for debt instrument conversion ratio | $ 1,000 | ||||
Unsecured Debt | Convertible Senior Notes Due 2022 | |||||
DEBT AND FINANCING OBLIGATIONS | |||||
Debt issued in private placement | $ 345,000,000 | ||||
Stated interest rate (as a percent) | 2.375% |
DEBT (Details 3)
DEBT (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Amortization of debt discount | $ 3,345 | $ 3,113 |
Capitalized interest and other (Note 5) | $ 0 | |
Effective interest rate on convertible senior notes | 7.81% | 7.81% |
Convertible Senior Notes Due 2019 | ||
Contractual interest expense | $ 2,049 | $ 2,051 |
Amortization of debt issuance costs | 420 | 402 |
Amortization of debt discount | 3,345 | 3,113 |
Capitalized interest and other (Note 5) | 0 | (409) |
Total | $ 5,814 | $ 5,157 |
FINANCIAL INSTRUMENTS (Details)
FINANCIAL INSTRUMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jan. 23, 2013 | Mar. 31, 2019 | Mar. 13, 2017 | Mar. 07, 2017 |
Fair Value Measurements | ||||
Document Period End Date | Mar. 31, 2019 | |||
Closing sale price (in dollars per share) | $ 38.06 | |||
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 | $ 66.89 | ||
Convertible Senior Notes Due 2022 | Level 1 | ||||
Fair Value Measurements | ||||
Convertible senior notes | $ 0 | |||
Convertible Senior Notes Due 2022 | Level 2 | ||||
Fair Value Measurements | ||||
Convertible senior notes | 339,825 | |||
Convertible Senior Notes Due 2022 | Level 3 | ||||
Fair Value Measurements | ||||
Convertible senior notes | 0 | |||
Convertible Senior Notes Due 2022 | Carrying Value | ||||
Fair Value Measurements | ||||
Convertible senior notes | $ 294,356 | |||
Maximum [Member] | Convertible Senior Notes Due 2022 | ||||
Fair Value Measurements | ||||
Debt Instrument, Convertible, Conversion Premium, Shares | 5.2 |
FINANCIAL INSTRUMENTS (Details
FINANCIAL INSTRUMENTS (Details 2) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Measurements | ||
Cost | $ 197,224 | $ 277,079 |
Gross Unrealized Gains | 193 | 5 |
Gross Unrealized Losses | (11) | (285) |
Fair Value | 197,406 | 276,799 |
Short-term Investments | ||
Fair Value Measurements | ||
Cost | 251,197 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (269) | |
Fair Value | 250,928 | |
Long-Term Investments | ||
Fair Value Measurements | ||
Cost | 25,882 | |
Gross Unrealized Gains | 5 | |
Gross Unrealized Losses | (16) | |
Fair Value | 25,871 | |
Long-Term Investments | Asset-backed securities | ||
Fair Value Measurements | ||
Cost | 9,383 | |
Gross Unrealized Gains | 5 | |
Gross Unrealized Losses | 0 | |
Fair Value | 9,388 | |
Long-Term Investments | Corporate bonds | ||
Fair Value Measurements | ||
Cost | 16,499 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (16) | |
Fair Value | 16,483 | |
Short-term Investments | Asset-backed securities | ||
Fair Value Measurements | ||
Cost | 20,342 | 34,873 |
Gross Unrealized Gains | 46 | 0 |
Gross Unrealized Losses | (4) | (33) |
Fair Value | 20,384 | 34,840 |
Short-term Investments | Commercial paper | ||
Fair Value Measurements | ||
Cost | 48,791 | 45,035 |
Gross Unrealized Gains | 40 | 0 |
Gross Unrealized Losses | (1) | (30) |
Fair Value | 48,830 | 45,005 |
Short-term Investments | Corporate bonds | ||
Fair Value Measurements | ||
Cost | 128,091 | 171,289 |
Gross Unrealized Gains | 107 | 0 |
Gross Unrealized Losses | (6) | (206) |
Fair Value | $ 128,192 | $ 171,083 |
FINANCIAL INSTRUMENTS (Detail_2
FINANCIAL INSTRUMENTS (Details 3) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)customer | Dec. 31, 2017customer | Dec. 31, 2018USD ($) | |
Credit Risk | |||
Number of major customers | customer | 3 | 3 | |
Amount of allowance for doubtful accounts | $ | $ 0 | $ 0 | |
Accounts receivable | Credit risk | Major customer one | |||
Credit Risk | |||
Concentration risk (as a percent) | 39.00% | 32.00% | |
Accounts receivable | Credit risk | Major customer two | |||
Credit Risk | |||
Concentration risk (as a percent) | 29.00% | 32.00% | |
Accounts receivable | Credit risk | Major customer three | |||
Credit Risk | |||
Concentration risk (as a percent) | 26.00% | 29.00% |
STOCK PLANS (Details)
STOCK PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-Based Compensation | ||
Stock-based compensation expense | $ 7,434 | $ 8,385 |
Compensation expense from stock options, employees | 4,930 | 6,356 |
Compensation expense from stock options, non-employee awards | 191 | 38 |
Restricted Stock or Unit Expense | 2,107 | 1,790 |
Compensation expense from employee stock purchase plan | 206 | 201 |
Stock-based compensation | $ 7,434 | 8,385 |
Purchase price of common stock, ESPP (as a percent) | 85.00% | |
Shares issued under employee stock purchase plan (shares) | 0 | |
Cost of goods sold | ||
Share-Based Compensation | ||
Stock-based compensation expense | $ 1,091 | 1,207 |
Research and development | ||
Share-Based Compensation | ||
Stock-based compensation expense | 1,218 | 697 |
Selling, general and administrative | ||
Share-Based Compensation | ||
Stock-based compensation expense | $ 5,125 | $ 6,481 |
STOCK PLANS (Details 2)
STOCK PLANS (Details 2) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Weighted Average Exercise Price | |
Weighted average fair value (in dollars per share) | $ 19.38 |
Employee Stock Option | |
Number of Options | |
Outstanding beginning of period (in shares) | shares | 5,722,818 |
Granted (in shares) | shares | 257,080 |
Exercised (in shares) | shares | (62,116) |
Forfeited (in shares) | shares | (96,411) |
Expired (in shares) | shares | (24,700) |
Outstanding end of period (in shares) | shares | 5,796,671 |
Weighted Average Exercise Price | |
Outstanding beginning of period (in dollars per share) | $ 41.69 |
Granted (in dollars per share) | 39.40 |
Exercised (in dollars per share) | 25.07 |
Forfeited (in dollars per share) | 41.06 |
Expired (in dollars per share) | 69.39 |
Outstanding at end of period (in dollars per share) | $ 41.65 |
STOCK PLANS (Details 3)
STOCK PLANS (Details 3) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at beginning of period (shares) | shares | 577,964 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | (3,788) |
Forfeited (shares) | shares | (20,448) |
Unvested at end of period (shares) | shares | 553,728 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested at beginning of period (usd per share) | $ / shares | $ 42.14 |
Granted (usd per share) | $ / shares | 0 |
Vested (usd per share) | $ / shares | 43.07 |
Forfeited (usd per share) | $ / shares | 40 |
Unvested at end of period (usd per share) | $ / shares | $ 42.21 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Risk free interest rate (as a percent) | 2.48% |
Expected volatility (as a percent) | 53.80% |
Expected term of options | 5 years 1 month 17 days |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ (280) | |
Balance at end of period | 182 | |
Accumulated Net Unrealized Investment Gain (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (280) | $ (454) |
Other comprehensive loss before reclassifications | 462 | (447) |
Balance at end of period | $ 182 | $ (901) |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator for basic and diluted loss per share | ||
Net loss | $ (2,771) | $ (10,680) |
Denominator | ||
Weighted average common shares outstanding (in shares) | 41,240 | 40,707 |
Net loss per share: | ||
Basic and diluted net income (loss) per common share (in USD per share) | $ (0.07) | $ (0.26) |
NET INCOME (LOSS) PER SHARE (_2
NET INCOME (LOSS) PER SHARE (Details 2) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
EARNINGS PER SHARE | ||
Total | 6,388 | 5,558 |
Employee Stock Option | ||
EARNINGS PER SHARE | ||
Total | 5,792 | 5,034 |
Restricted Stock Units (RSUs) | ||
EARNINGS PER SHARE | ||
Total | 559 | 489 |
Conversion premium on the Notes | ||
EARNINGS PER SHARE | ||
Total | 0 | 4 |
Employee Stock | ||
EARNINGS PER SHARE | ||
Total | 37 | 31 |
INCOME TAXES INCOME TAXES (Deta
INCOME TAXES INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 1,819 | $ (9,813) |
Foreign | (4,337) | (832) |
Income (loss) before income taxes | (2,518) | (10,645) |
Income tax expense (less than) | $ 300 | $ 100 |
COMMERCIAL PARTNERS AND OTHER_3
COMMERCIAL PARTNERS AND OTHER AGREEMENTS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
DepoCyte Discontinuation [Line Items] | ||
Non-recurring charge related to discontinuation | $ 0.1 | $ 0.1 |
COMMERCIAL PARTNERS AND OTHER_4
COMMERCIAL PARTNERS AND OTHER AGREEMENTS - DepoCyte Product Discontinuance (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
DepoCyte Discontinuation [Line Items] | ||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 100 | $ 100 | ||
Charges incurred - Lease Costs | 0 | |||
Charges incurred - Total | (29) | $ (90) | ||
Lease Cost, Reclassification | (1,970) | |||
Cash Payments made - Lease Costs | 0 | |||
Asset Retirement Obligation, Liabilities Settled | (71) | |||
Cash payments made - Asset Retirement Obligations and Other Discontinuation Costs | 11 | |||
Cash payments made - total | (71) | |||
Business Exit Costs | (1,515) | |||
Asset Retirement Obligation, Reclassification | 455 | |||
Asset Retirement Obligation, Current | 677 | $ 282 | ||
Ending Balance - Lease Costs | 0 | 1,970 | ||
Ending Balance - Total | 677 | $ 2,252 | ||
DepoCyte | ||||
DepoCyte Discontinuation [Line Items] | ||||
Charges incurred - Total | $ 11 | |||
Accounting Standards Update 2016-02 | ||||
DepoCyte Discontinuation [Line Items] | ||||
Business Exit Costs | $ (1,500) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2019 | Apr. 09, 2019 | |
Subsequent Event [Line Items] | ||
Payments for Merger Related Costs | $ 120 | |
Contingent Consideration | $ 100 | |
Business Combination, Contingent Consideration Arrangements, Maximum Amount, Payable in Shares | $ 25 |