Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 03, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35060 | |
Entity Registrant Name | PACIRA BIOSCIENCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0619477 | |
Entity Address, Address Line One | 5 Sylvan Way, Suite 300 | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | 973 | |
Local Phone Number | 254-3560 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PCRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,120,749 | |
Entity Central Index Key | 0001396814 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 54,589 | $ 78,228 |
Short-term investments | 263,875 | 213,722 |
Accounts receivable, net | 38,988 | 47,530 |
Inventories, net | 59,666 | 58,296 |
Prepaid expenses and other current assets | 14,476 | 10,781 |
Total current assets | 431,594 | 408,557 |
Long-term investments | 35,120 | 64,798 |
Fixed assets, net | 108,105 | 104,681 |
Right-of-use assets, net | 37,613 | 38,124 |
Goodwill | 99,547 | 99,547 |
Intangible Assets, Net (Excluding Goodwill) | 102,421 | 104,387 |
Equity investment and other assets | 6,979 | 10,971 |
Total assets | 821,379 | 831,065 |
Current liabilities: | ||
Accounts payable | 15,850 | 12,799 |
Accrued expenses | 44,717 | 70,427 |
Lease liabilities | 3,968 | 4,935 |
Contingent consideration | 14,041 | 18,179 |
Income taxes payable | 1,737 | 1,333 |
Total current liabilities | 80,313 | 107,673 |
Convertible senior notes | 310,078 | 306,045 |
Lease liabilities | 40,189 | 40,938 |
Contingent consideration | 15,227 | 19,963 |
Other liabilities | 1,535 | 1,502 |
Total liabilities | 447,342 | 476,121 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, par value $0.001; 250,000,000 shares authorized; 42,116,545 shares issued and outstanding at March 31, 2020; 41,908,148 shares issued and outstanding at December 31, 2019 | 42 | 42 |
Additional paid-in capital | 766,280 | 753,978 |
Accumulated deficit | (391,239) | (399,398) |
Accumulated other comprehensive income (loss) | (1,046) | 322 |
Total stockholders’ equity | 374,037 | 354,944 |
Total liabilities and stockholders’ equity | $ 821,379 | $ 831,065 |
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 outstanding | 42,116,545 | 41,908,148 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 42,116,545 | 41,908,148 |
Common stock, shares outstanding | 42,116,545 | 41,908,148 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 105,684,000 | $ 91,313,000 |
Operating expenses: | ||
Cost of goods sold | 29,732,000 | 27,303,000 |
Research and development | 15,819,000 | 14,384,000 |
Selling, general and administrative | 44,780,000 | 47,305,000 |
Amortization of acquired intangible assets | 1,967,000 | 0 |
Acquisition-related (gains) charges and product discontinuation, net | (3,708,000) | 1,242,000 |
Total operating expenses | 88,590,000 | 90,234,000 |
Income from operations | 17,094,000 | 1,079,000 |
Other (expense) income: | ||
Interest income | 1,589,000 | 2,156,000 |
Interest expense | (6,022,000) | (5,814,000) |
Other, net | (4,104,000) | 61,000 |
Total other expense, net | (8,537,000) | (3,597,000) |
Income (loss) before income taxes | 8,557,000 | (2,518,000) |
Income tax expense | (398,000) | (253,000) |
Net income (loss) | $ 8,159,000 | $ (2,771,000) |
Net income (loss) per share: | ||
Basic and diluted net income (loss) per common share (in USD per share) | $ 0.19 | $ (0.07) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 42,032 | 41,240 |
Diluted (in shares) | 42,785 | 41,240 |
Product | ||
Revenues: | ||
Total revenues | $ 104,745,000 | $ 90,906,000 |
Royalty | ||
Revenues: | ||
Total revenues | $ 939,000 | $ 407,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 8,159 | $ (2,771) |
Other comprehensive income (loss): | ||
Net unrealized gain (loss) on investments | (1,368) | 462 |
Total other comprehensive income (loss) | (1,368) | 462 |
Comprehensive income (loss) | $ 6,791 | $ (2,309) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ 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, 2018 | 41,223 | ||||||
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 | ||||||
Exercise of stock options | 1,557 | 1,557 | |||||
Vested restricted stock units (in shares) | 4 | ||||||
Stock-based compensation | 7,434 | 7,434 | |||||
Retirement of equity component of 2019 convertible senior notes | $ (233) | $ (233) | |||||
Net unrealized gain (loss) on investments | 462 | 462 | |||||
Net Income (Loss) Attributable to Parent | (2,771) | (2,771) | |||||
Balances (in shares) at Mar. 31, 2019 | 41,289 | ||||||
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 Updates | Accounting Standards Update 2016-02 | (156) | (156) | |||||
Balances (in shares) at Dec. 31, 2019 | 41,908 | ||||||
Balance at beginning of period at Dec. 31, 2019 | 354,944 | $ 42 | 753,978 | (399,398) | 322 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 208 | ||||||
Exercise of stock options | 3,455 | 3,455 | |||||
Vested restricted stock units (in shares) | 1 | ||||||
Stock-based compensation | 8,847 | 8,847 | |||||
Net unrealized gain (loss) on investments | (1,368) | (1,368) | |||||
Net Income (Loss) Attributable to Parent | 8,159 | 8,159 | |||||
Balances (in shares) at Mar. 31, 2020 | 42,117 | ||||||
Balance at end of period at Mar. 31, 2020 | $ 374,037 | $ 42 | $ 766,280 | $ (391,239) | $ (1,046) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net income (loss) | $ 8,159 | $ (2,771) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation of fixed assets and amortization of intangible assets | 4,821 | 3,600 |
Amortization of debt issuance costs | 439 | 420 |
Amortization of debt discount | 3,594 | 3,345 |
Loss on disposal and impairment of fixed assets | 22 | 0 |
Stock-based compensation | 8,847 | 7,434 |
Changes in contingent consideration | (3,874) | 0 |
Loss on investment | 3,971 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 8,542 | (1,766) |
Inventories, net | (1,370) | 1,540 |
Prepaid expenses and other assets | (3,674) | (1,644) |
Accounts payable | 2,868 | (1,442) |
Accrued expenses and income taxes payable | (24,700) | (5,166) |
Other liabilities | (1,173) | (51) |
Payment of contingent consideration to MyoScience, Inc. securityholders | (264) | 0 |
Net cash provided by operating activities | 6,208 | 3,499 |
Investing activities: | ||
Purchases of fixed assets | (6,724) | (2,018) |
Purchases of investments | (72,610) | (22,688) |
Sales of investments | 50,768 | 103,187 |
Net cash (used in) provided by investing activities | (28,566) | 78,481 |
Financing activities: | ||
Proceeds from exercises of stock options | 3,455 | 1,101 |
Repayment of 2019 convertible senior notes | 0 | (338) |
Conversion premium on 2019 convertible senior notes | 0 | (233) |
Payment of contingent consideration to MyoScience, Inc securityholders | (4,736) | 0 |
Net cash (used in) provided by financing activities | (1,281) | 530 |
Net (decrease) increase in cash and cash equivalents | (23,639) | 82,510 |
Cash and cash equivalents, beginning of period | 78,228 | 132,526 |
Cash and cash equivalents, end of period | 54,589 | 215,036 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 5 |
Non-cash investing and financing activities: | ||
Net decrease in accrued fixed assets | $ (423) | $ (37) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
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 leading provider of non-opioid pain management and regenerative health solutions to advance and improve 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 iovera° ® to its commercial offering with its acquisition of MyoScience, Inc., or MyoScience. The iovera° system is a handheld cryoanalgesia device used to deliver a precise, controlled application of cold temperature to only targeted nerves. Pacira is subject to risks common to companies in similar industries and stages, including, but not limited to, competition from larger companies, reliance on revenue from two products, reliance on a limited number of manufacturing sites, new technological innovations, dependence on key personnel, reliance on third-party service providers and sole source suppliers, protection of proprietary technology, compliance with government regulations and risks related to cybersecurity. For information on the Company’s risks related to the ongoing worldwide novel coronavirus (COVID-19) pandemic, see Part II, Item 1A. “Risk Factors”, included in this Quarterly Report on Form 10-Q. The Company is managed and operated as a single business focused on the discovery, development, manufacture, marketing, distribution and sale of non-opioid pain management and regenerative health solutions. The Company is managed by a single management team, and consistent with its organizational structure, the Chief Executive Officer and Chairman manages and allocates resources at a consolidated level. Accordingly, the Company views its business as one reportable segment to evaluate performance, allocate resources, set operational targets,and forecast its future period financial results. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), for interim reporting. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated financial statements at March 31, 2020, and for the three-month periods ended March 31, 2020 and 2019, 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, 2019 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, 2019. The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations for these interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year. Concentration of Major Customers The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc. and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual doctors. The Company also sells EXPAREL directly to ambulatory surgery centers and physicians. The Company sells its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee and sells iovera° directly to end users. The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented: Three Months Ended 2020 2019 Largest wholesaler 32% 36% Second largest wholesaler 31% 29% Third largest wholesaler 26% 26% Total 89% 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) , which was adopted by the Company on January 1, 2019 using the effective date method. At adoption, the Company recorded $36.5 million of lease liabilities and $27.6 million of right-of-use, or 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. 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. The Company now includes forward-looking information to better form its credit loss estimates. This update also required 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 became effective for the Company beginning January 1, 2020. There were no credit losses recognized upon adoption at January 1, 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework . 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 became effective for the Company beginning January 1, 2020 and the Company has applied these new disclosure requirements in its condensed consolidated financial statements as of and for the three months ended March 31, 2020. 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. 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 became effective for the Company beginning January 1, 2020. The amendments are to be applied prospectively to all implementation costs incurred after the date of adoption. The Company did not incur any implementation costs in a hosting arrangement during the three months ended March 31, 2020. Recent Accounting Pronouncements Not Adopted as of March 31, 2020 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which amends the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, the Company would be required to evaluate when the |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2020 | |
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 U.S.; (ii) sales of iovera° in the U.S.; (iii) sales of, and royalties on, its bupivacaine liposome injectable suspension for veterinary use in the U.S. and (iv) license fees and milestone payments. The Company does not consider revenue from sources other than sales of EXPAREL 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 Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification (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 2020 2019 Net product sales: EXPAREL / bupivacaine liposome injectable suspension $ 102,475 $ 90,906 iovera° 2,270 — Total net product sales $ 104,745 $ 90,906 |
MYOSCIENCE ACQUISITION
MYOSCIENCE ACQUISITION | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
MYOSCIENCE ACQUISITION | MYOSCIENCE ACQUISITION On April 9, 2019, the Company acquired MyoScience (the “MyoScience Acquisition”), a privately-held medical device company, pursuant to the terms of an Agreement and Plan of Merger, under which MyoScience became a wholly-owned subsidiary of the Company and was renamed Pacira CryoTech, Inc. The total consideration was $147.5 million, which included a net cash payment of $119.0 million and the fair value of contingent consideration in the amount of $28.5 million. The contingent consideration consisted of contingent milestone payments up to an aggregate of $100.0 million upon the achievement of certain regulatory and commercial milestones, of which $68.0 million are available as of March 31, 2020. The Company’s obligation to make milestone payments is limited to those milestones achieved through December 31, 2023, and are to be paid within 60 days of the end of the fiscal quarter of achievement. During the three months ended March 31, 2020, the Company made a $5.0 million cash payment for the achievement of a regulatory milestone. The Company will pay an additional $10.0 million for the achievement of a regulatory milestone in the second quarter of 2020. Up to $5.0 million of this milestone payment may be payable in shares of the Company’s common stock, at the election of former MyoScience shareholders. See Note 10, Financial Instruments , for information on the measurement and amounts recognized on the Company’s condensed consolidated balance sheet for contingent consideration. Unaudited Pro Forma Summary of Operations The following table shows the unaudited pro forma summary of operations for the three months ended March 31, 2019 as if the MyoScience Acquisition had occurred on January 1, 2019. This pro forma information does not purport to represent what the Company’s actual results would have been and is not indicative of what such results would be expected for any future period (in thousands, except per share amounts): Three Months Ended Total revenues $ 93,453 Net loss $ (8,102) Pro forma basic and diluted net loss per share $ (0.20) The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and MyoScience. The summary pro forma financial information primarily reflects the following pro forma adjustments: • Removal of the acquisition-related transaction fees and costs from the three months ended March 31, 2019; • Removal of MyoScience’s interest expense; • Adjustments to the Company’s interest income for the cash used to acquire MyoScience; and • The addition of amortization expense on the acquired developed technology and customer relationship intangible assets. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventories, net are as follows (in thousands): March 31, December 31, 2020 2019 Raw materials $ 23,162 $ 20,019 Work-in-process 7,757 14,407 Finished goods 28,747 23,870 Total $ 59,666 $ 58,296 In December 2019, the Company’s contract manufacturer experienced a media fill failure, which is part of the routine aseptic manufacturing requalification program, and an investigation was completed in April 2020. Based on the results of the investigation, the Company does not believe that any additional inventory reserves are required related to the media fill failure, and that all inventory in question has been determined to be sellable. The Company will resume production on this manufacturing line in May 2020. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Machinery and equipment $ 70,061 $ 70,078 Leasehold improvements 60,441 60,441 Computer equipment and software 9,003 8,942 Office furniture and equipment 1,882 1,882 Construction in progress 44,912 38,778 Total 186,299 180,121 Less: accumulated depreciation (78,194) (75,440) Fixed assets, net $ 108,105 $ 104,681 For the three months ended March 31, 2020 and 2019, depreciation expense was $2.9 million and $3.6 million, respectively. For the three months ended March 31, 2020 and 2019, there was less than $0.1 million and no capitalized interest on the construction of manufacturing sites, respectively. At March 31, 2020 and December 31, 2019, total fixed assets, net, includes leasehold improvements and manufacturing process equipment located in Europe in the amount of $64.0 million and $64.8 million, respectively. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASESThe Company leases all of its facilities, including its EXPAREL manufacturing facility in San Diego, California and its iovera° manufacturing facility in Fremont, California. These leases have remaining terms between five months and 10.4 years, some of which provide renewal options at the then-current market value. The Company also has a lease with Thermo Fisher Scientific Pharma Services, or Thermo Fisher (formerly Patheon UK Limited), for the use of their manufacturing 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, Operating Lease Costs 2020 2019 Fixed lease costs $ 1,564 $ 1,443 Variable lease costs 448 381 Total $ 2,012 $ 1,824 Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for operating lease liabilities $ 2,759 $ 2,050 Right-of-use assets recorded in exchange for lease obligations $ 174 $ 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, 2020 Weighted average remaining lease term 9.23 years Weighted average discount rate 7.55% Maturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Minimum Payments Due 2020 (remaining nine months) $ 6,116 2021 6,330 2022 5,875 2023 6,013 2024 6,155 2025 through 2030 32,830 Total lease payments 63,319 Less: imputed interest (19,162) Total operating lease liabilities $ 44,157 The Company has entered into one lease agreement (not included in the table above) for which there are future obligations but the lease has not yet commenced as of March 31, 2020 (in thousands): Year Aggregate Minimum Payments Due 2020 (remaining nine months) $ 7,124 2021 4,415 2022 4,548 2023 4,684 2024 4,825 2025 through 2030 29,242 Total future lease payments $ 54,838 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill There was no change in the carrying value of the Company’s goodwill during the three months ended March 31, 2020. The balance at both December 31, 2019 and March 31, 2020 was $99.5 million. Skyepharma Acquisition 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 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 percentage and milestone payments for DepoBupivacaine products, including EXPAREL. The milestone payments are 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 the United Kingdom, France, Germany, Italy or 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. As of March 31, 2020 the Company has recorded $62.0 million of goodwill related to the Skyepharma Acquisition The two unmet milestone payments totaling $36.0 million are the only remaining obligations to Skyepharma. 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. For purposes of meeting future potential milestone payments, annual net sales are measured on a rolling quarterly basis. MyoScience Acquisition In connection with the MyoScience Acquisition, the Company recorded goodwill totaling $37.5 million. The Company subsequently made a tax election that allows the acquired goodwill and intangible assets to be tax deductible. Intangible Assets MyoScience Acquisition Intangible assets, net, consist of the developed technology and customer relationships that were acquired in the MyoScience Acquisition and are summarized as follows (in thousands): March 31, 2020 Gross Carrying Value Accumulated Intangible Estimated Developed technology $ 110,000 $ (7,660) $ 102,340 14 years Customer relationships 90 (9) 81 10 years Total intangible assets $ 110,090 $ (7,669) $ 102,421 December 31, 2019 Gross Carrying Value Accumulated Intangible Estimated Developed technology $ 110,000 $ (5,696) $ 104,304 14 years Customer relationships 90 (7) 83 10 years Total intangible assets $ 110,090 $ (5,703) $ 104,387 Amortization expense on intangible assets for the three months ended March 31, 2020 was $2.0 million. There was no amortization expense on intangible assets for the three months ended March 31, 2019. Assuming no changes in the gross carrying amount of these intangible assets, amortization expense on intangible assets will be $5.9 million for the remaining nine months of 2020 and the future amortization expense on intangible assets will be $7.9 million annually through 2032 and $2.2 million in 2033. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
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 st and October 1 st 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, 2020 2019 2.375% convertible senior notes due 2022 $ 345,000 $ 345,000 Deferred financing costs (3,704) (4,143) Discount on debt (31,218) (34,812) Total debt, net of debt discount and deferred financing costs $ 310,078 $ 306,045 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, 2020, 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, 2020, the 2022 Notes had a market price of $960 per $1,000 principal amount. In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2022 Notes will be paid pursuant to the terms of the 2022 Indenture. In the event that all of the 2022 Notes are settled, the Company would be required to repay the $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). As of April 1, 2020, the Company may redeem for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option, all or part of the 2022 Notes if the last reported sale price (as defined in the 2022 Indenture) of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending within five While the 2022 Notes are currently classified on the Company’s consolidated balance sheet at March 31, 2020 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. Interest Expense The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands): Three Months Ended 2020 2019 Contractual interest expense $ 2,049 $ 2,049 Amortization of debt issuance costs 439 420 Amortization of debt discount 3,594 3,345 Capitalized interest and other (Note 6) (60) — Total $ 6,022 $ 5,814 Effective interest rate on convertible senior notes 7.81 % 7.81 % |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in the principal or most advantageous market in an orderly transaction. To increase consistency and comparability in fair value measurements, the FASB established a three-level hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of fair value measurements are: • Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2—Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3—Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items. The fair value of the Company’s equity investment is calculated utilizing market quotations from a major American stock exchange (Level 1). The fair value of the Company’s convertible senior notes are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2). The fair value of the Company’s acquisition-related contingent consideration is reported at fair value on a recurring basis (Level 3). The carrying values and fair values of the Company’s financial assets and liabilities at March 31, 2020 are as follows (in thousands): Carrying Value Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets: Equity investment (3) $ 6,053 $ 6,053 $ — $ — Financial Liabilities: 2.375% convertible senior notes due 2022 (1)(2) $ 310,078 $ — $ 331,200 $ — Acquisition-related contingent consideration (3) $ 29,268 $ — $ — $ 29,268 (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $33.53 per share on March 31, 2020 compared to a conversion price of $66.89 per share. Therefore, at March 31, 2020, the conversion price was 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. (2) Reported at historical cost. (3) Reported at fair value on a recurring basis. Certain assets and liabilities are measured at fair value on a non-recurring basis, including assets and liabilities acquired in a business combination and long-lived assets, which would be recognized at fair value if deemed impaired or if reclassified as assets held for sale. The fair value in these instances would be determined using Level 3 inputs. Financial Liabilities Measured at Fair Value on a Recurring Basis The Company has recognized contingent consideration related to the MyoScience Acquisition in the amount of $29.3 million as of March 31, 2020. Refer to Note 4, MyoScience Acquisition and Note 15, Acquisition-Related (Gains) Charges and Product Discontinuation, Net , for more information. The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period if and until the related contingencies are resolved. The Company has, as a result of downward revisions in its forecasted revenues (principally due to the impact of the COVID-19 pandemic), for the three months ended March 31, 2020, recognized $3.9 million of credits related to contingent consideration, which have been included in acquisition-related (gains) charges in the condensed consolidated statements of operations. The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation. These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones, estimated forecasts of revenue and costs and discount rates used to calculate the present value of estimated future payments. Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts. At March 31, 2020, the weighted average discount rate was 9.7% and the weighted average probability of success for regulatory milestones was 44.6%. The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of March 31, 2020 Discount rates 9.55% to 9.82% Probabilities of payment for regulatory milestones 3% to 100% Projected years of payment for regulatory and commercial milestones 2020 to 2023 The maximum remaining potential payments related to the contingent consideration from the MyoScience Acquisition are $68.0 million, including a $10.0 million payment to be made in the second quarter of 2020. The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Consideration Balance at December 31, 2019 $ 38,142 Fair value adjustments and accretion (3,874) Payments made (5,000) Balance at March 31, 2020 $ 29,268 Investments 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 but less than two years. Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term and long-term investments are reported in other comprehensive income (loss). At March 31, 2020, all of the Company’s short-term and long-term investments are classified as available for sale investments and are determined to be Level 2 instruments, which are measured at fair value using standard industry models with observable inputs. The fair value of the commercial paper is measured based on a standard industry model that uses the three-month U.S. Treasury bill rate as an observable input. The fair value of the asset-backed securities and corporate bonds is principally measured or corroborated by trade data for identical issues in which related trading activity is not sufficiently frequent to be considered a Level 1 input or that of comparable securities. At March 31, 2020, all short-term and long-term investments had an “A” or better rating by Standard & Poor’s. The following summarizes the Company’s investments at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 57,327 $ 64 $ (130) $ 57,261 Commercial paper 28,878 26 — 28,904 Corporate bonds 178,374 54 (718) 177,710 Subtotal 264,579 144 (848) 263,875 Long-term: Asset-backed securities 6,175 23 — 6,198 Corporate bonds 29,287 4 (369) 28,922 Subtotal 35,462 27 (369) 35,120 Total $ 300,041 $ 171 $ (1,217) $ 298,995 December 31, 2019 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 43,166 $ 54 $ — $ 43,220 Commercial paper 32,250 20 — 32,270 Corporate bonds 138,012 225 (5) 138,232 Subtotal 213,428 299 (5) 213,722 Long-term: Asset-backed securities 28,064 10 (15) 28,059 Corporate bonds 36,706 37 (4) 36,739 Subtotal 64,770 47 (19) 64,798 Total $ 278,198 $ 346 $ (24) $ 278,520 At March 31, 2020, the fair values of some of the investments held for sale were less than their amortized costs. These investments had been in unrealized loss positions for less than 12 months. The Company considered whether it intends to sell or is more likely than not to be required to sell those investments prior to the recovery of their amortized cost bases. In addition, the Company considered the present value of future cash flows of those investments and projects that these cash flows will be greater than the amortized costs. For the three months ended March 31, 2020, the Company concluded that the decline in fair value was not a result of credit losses and no credit impairments have been recognized in the condensed consolidated statements of operations. The Company elects to recognize its interest receivable separate from its available for sale investments. At March 31, 2020 and December 31, 2019, the interest receivable recognized in prepaid expenses and other current assets was $1.6 million and $1.0 million, respectively. Equity Investment At March 31, 2020 and December 31, 2019, the Company held an equity investment in TELA Bio, Inc., or TELA Bio, in its condensed consolidated balance sheets in the amount of $6.1 million and $10.0 million, respectively. During the three months ended March 31, 2020, the Company recorded its investment in TELA Bio at fair value, based on a quoted market price, which resulted in an impairment loss in the amount of $4.0 million. There was no impairment loss in the three months ended March 31, 2019. The fair values at both March 31, 2020 and December 31, 2019 were based on Level 1 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, 2020, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 32%, 29% and 28%, respectively. At December 31, 2019, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 37%, 29% and 26%, respectively. For additional information regarding the Company’s wholesalers, see Note 2 , Summary of Significant Accounting Policies . EXPAREL revenues are primarily derived from major wholesalers and pharmaceutical companies which generally have significant cash resources. The Company performs ongoing credit evaluations of its customers as warranted and generally does not require collateral. Allowances for credit losses on the Company’s accounts receivable are maintained based on historical payment patterns, current and estimated future economic conditions, aging of accounts receivable and actual write-off history. As of March 31, 2020 and December 31, 2019, no allowances for credit losses were deemed necessary by the Company on its accounts receivable. |
STOCK PLANS
STOCK PLANS | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Cost of goods sold $ 1,219 $ 1,091 Research and development 1,186 1,218 Selling, general and administrative 6,442 5,125 Total $ 8,847 $ 7,434 Stock-based compensation from: Stock options $ 6,225 $ 5,121 Restricted stock units 2,402 2,107 Employee stock purchase plan 220 206 Total $ 8,847 $ 7,434 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, 2020: Stock Options Number of Options Weighted Average Exercise Price (Per Share) Outstanding at December 31, 2019 6,706,378 $ 42.80 Granted 188,450 43.53 Exercised (207,548) 16.64 Forfeited (91,069) 41.66 Expired (14,057) 63.34 Outstanding at March 31, 2020 6,582,154 43.62 Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value (Per Share) Unvested at December 31, 2019 631,141 $ 41.87 Granted 350 43.27 Vested (849) 48.16 Forfeited (15,567) 41.89 Unvested at March 31, 2020 615,075 41.86 The weighted average fair value of stock options granted during the three months ended March 31, 2020 was $20.97 per share. The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions: Black-Scholes Weighted Average Assumption Three Months Ended March 31, 2020 Expected dividend yield None Risk-free interest rate 1.35% Expected volatility 53.90% Expected term of options 5.24 years Employee Stock Purchase Plan The Company’s 2014 Employee Stock Purchase Plan, or ESPP, features two six 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, 2020, no shares were purchased and issued through the ESPP. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
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: 2020 2019 Balance at beginning of period $ 322 $ (280) Other comprehensive income (loss) before reclassifications (1,368) 462 Amounts reclassified from accumulated other comprehensive income (loss) — — Balance at end of period $ (1,046) $ 182 |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding plus dilutive potential common shares outstanding during the period. Potential common shares include the shares of common stock issuable upon the exercise of outstanding stock options, the vesting of RSUs, the purchase of shares from the ESPP (using the treasury stock method) and the conversion of the excess conversion value on the 2022 Notes. As discussed in Note 9, 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. 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 the three months ended March 31, 2019, no potentially dilutive securities have been included in the computation of diluted net loss per share for that period. The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2020 and 2019 (in thousands, except per share amounts): Three Months Ended 2020 2019 Numerator: Net income (loss) $ 8,159 $ (2,771) Denominator: Weighted average common shares outstanding—basic 42,032 41,240 Computation of diluted securities: Dilutive effect of stock options 585 — Dilutive effect of RSUs 168 — Weighted average common shares outstanding—diluted 42,785 41,240 Net income (loss) per share: Basic and diluted net income (loss) per common share $ 0.19 $ (0.07) The following outstanding stock options, RSUs and ESPP purchase options are antidilutive in the periods presented (in thousands): Three Months Ended 2020 2019 Weighted average number of stock options 5,343 5,792 Weighted average number of RSUs 2 559 Weighted average ESPP purchase options 40 37 Total 5,385 6,388 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES | INCOME TAXES Income (loss) before income taxes is as follows (in thousands): Three Months Ended 2020 2019 Income (loss) before income taxes: Domestic $ 13,046 $ 1,819 Foreign (4,489) (4,337) Total income (loss) before income taxes $ 8,557 $ (2,518) For the three months ended March 31, 2020 and 2019, the Company recorded income tax expense of $0.4 million and $0.3 million, respectively. The tax provisions for 2020 and 2019 reflect current state income taxes. Due to net operating losses, or NOLs, carried forward, and the repeal of the corporate minimum tax, no current federal income tax expense was recorded for 2020 or 2019. The utilization of the Company’s NOLs has not resulted in any deferred federal tax expense because there was a full valuation allowance recorded with respect to the NOLs. |
ACQUISITION_RELATED (GAINS) CHA
ACQUISITION–RELATED (GAINS) CHARGES AND PRODUCT DISCONTINUATION, NET | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ACQUISITION–RELATED (GAINS) CHARGES AND PRODUCT DISCONTINUATION, NET | ACQUISITION–RELATED (GAINS) CHARGES AND PRODUCT DISCONTINUATION, NET MyoScience Acquisition The Company recognized acquisition-related gains related to the MyoScience Acquisition in the amount of $3.7 million and acquisition-related charges of $1.2 million in the three months ended March 31, 2020 and 2019, respectively. The acquisition-related gains primarily reflect the decrease in the fair value of contingent consideration in the amount of $3.9 million for the three months ended March 31, 2020. See Note 10, Financial Instruments , for information regarding the method and key assumptions used in the fair value measurements of contingent consideration. In the three months ended March 31, 2020 and 2019, the remaining acquisition-related charges of $0.2 million and $1.2 million represented legal, accounting, and other related costs. See Note 4, MyoScience Acquisition , for more information. DepoCyt(e) Discontinuation The Company recorded costs related to its DepoCyt(e) discontinuation activities of less than $0.1 million in each of the three month periods ended March 31, 2020 and 2019. The Company ceased all production of DepoCyt(e) as of June 30, 2017. Cash payments for the DepoCyt(e) manufacturing facility are expected to continue through the end of its lease term in August 2020. Summary of Acquisition-Related Restructuring Activities and DepoCyt(e) Discontinuation Costs The Company’s acquisition-related restructuring and DepoCyt(e) discontinuation costs as of March 31, 2020 are summarized below (in thousands): Severance and Related Costs Asset Retirement Obligations, Other Restructuring and Discontinuation Costs Total Balance at December 31, 2019 $ 81 $558 $ 639 Charges incurred — 166 166 Cash payments made — (292) (292) Balance at March 31, 2020 $ 81 $ 432 $ 513 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
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 practices related to EXPAREL. The Company is cooperating with the government’s inquiry. The Company can make no assurances as to the time or resources that will need to be devoted to this inquiry. In December 2019, the Company reached an agreement in principle with the Department of Justice and more than one state Attorney General’s office (the “Plaintiffs”) on a proposal for a global civil settlement in the amount of $3.5 million, subject to accrual of interest on the settlement amount from the date of the agreement in principle, negotiation of a definitive settlement agreement and other contingencies. As part of the settlement, the Company will admit no wrongdoing and will explicitly deny the Plaintiffs’ allegations. The Company has been given assurances that, if the parties can agree to negotiation of the settlement, this will conclude the investigation that originated from the U.S. Department of Justice subpoena in April 2015. This settlement was recorded in acquisition-related charges, product discontinuation and other in the consolidated financial statements for the year ended December 31, 2019. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17—SUBSEQUENT EVENTS Novel Coronavirus (COVID-19) Pandemic The Company began experiencing the impact of the global pandemic caused by a novel strain of coronavirus (COVID-19) on its business in mid-March 2020, and has continued to experience sales disruptions into the second quarter of 2020. The principal impact of the COVID-19 pandemic on the Company’s business is that many hospitals, surgical centers and clinicians have suspended elective procedures per the recommendation of the Centers for Disease Control and Prevention (CDC), resulting in a decline in revenue for both EXPAREL and iovera°. The Company expects to continue to be impacted as long as elective surgical procedures are restricted by government action, or by patient or clinician behavior. Also, in response to the COVID-19 pandemic, many hospitals, ambulatory surgical centers and clinicians have restricted sales force access to their sites. While some states are starting to ease or lift elective surgery restrictions, the Company does not know how long other states will mandate stay at home orders or how long it will take the surgical community to return to normal operations. The Company’s manufacturing sites are operational and have implemented new safety protocols and guidelines as recommended by federal, state and local governments. To date, there have been no material impacts to the Company’s supply chain. The situation remains dynamic and subject to rapid and possibly material changes. Additional negative impacts may also arise from the COVID-19 pandemic that the Company is unable to foresee. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), for interim reporting. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated financial statements at March 31, 2020, and for the three-month periods ended March 31, 2020 and 2019, 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, 2019 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, 2019. The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations for these interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year. |
Concentration of Major Customers | Concentration of Major Customers The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc. and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual doctors. The Company also sells EXPAREL directly to ambulatory surgery centers and physicians. The Company sells its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee and sells iovera° directly to end users. The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented: Three Months Ended 2020 2019 Largest wholesaler 32% 36% Second largest wholesaler 31% 29% Third largest wholesaler 26% 26% Total 89% 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) , which was adopted by the Company on January 1, 2019 using the effective date method. At adoption, the Company recorded $36.5 million of lease liabilities and $27.6 million of right-of-use, or 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. 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. The Company now includes forward-looking information to better form its credit loss estimates. This update also required 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 became effective for the Company beginning January 1, 2020. There were no credit losses recognized upon adoption at January 1, 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework . 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 became effective for the Company beginning January 1, 2020 and the Company has applied these new disclosure requirements in its condensed consolidated financial statements as of and for the three months ended March 31, 2020. 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. 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 became effective for the Company beginning January 1, 2020. The amendments are to be applied prospectively to all implementation costs incurred after the date of adoption. The Company did not incur any implementation costs in a hosting arrangement during the three months ended March 31, 2020. Recent Accounting Pronouncements Not Adopted as of March 31, 2020 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which amends the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, the Company would be required to evaluate when the |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of percentage of revenue comprised by the three largest customers (i.e. wholesalers or commercial partners) | three largest wholesalers in each period presented: Three Months Ended 2020 2019 Largest wholesaler 32% 36% Second largest wholesaler 31% 29% Third largest wholesaler 26% 26% Total 89% 91% |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Net product sales: EXPAREL / bupivacaine liposome injectable suspension $ 102,475 $ 90,906 iovera° 2,270 — Total net product sales $ 104,745 $ 90,906 |
MYOSCIENCE ACQUISITION (Tables)
MYOSCIENCE ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Unaudited Pro Forma Summary of Operations | The following table shows the unaudited pro forma summary of operations for the three months ended March 31, 2019 as if the MyoScience Acquisition had occurred on January 1, 2019. This pro forma information does not purport to represent what the Company’s actual results would have been and is not indicative of what such results would be expected for any future period (in thousands, except per share amounts): Three Months Ended Total revenues $ 93,453 Net loss $ (8,102) Pro forma basic and diluted net loss per share $ (0.20) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventories | The components of inventories, net are as follows (in thousands): March 31, December 31, 2020 2019 Raw materials $ 23,162 $ 20,019 Work-in-process 7,757 14,407 Finished goods 28,747 23,870 Total $ 59,666 $ 58,296 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Machinery and equipment $ 70,061 $ 70,078 Leasehold improvements 60,441 60,441 Computer equipment and software 9,003 8,942 Office furniture and equipment 1,882 1,882 Construction in progress 44,912 38,778 Total 186,299 180,121 Less: accumulated depreciation (78,194) (75,440) Fixed assets, net $ 108,105 $ 104,681 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of operating lease cost and other operating lease information | The operating lease costs for the facilities include lease and non-lease components, such as common area maintenance and other common operating expenses, along with executory costs such as insurance and real estate taxes. Total operating lease costs are as follows (in thousands): Three Months Ended March 31, Operating Lease Costs 2020 2019 Fixed lease costs $ 1,564 $ 1,443 Variable lease costs 448 381 Total $ 2,012 $ 1,824 Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended March 31, 2020 2019 Cash paid for operating lease liabilities $ 2,759 $ 2,050 Right-of-use assets recorded in exchange for lease obligations $ 174 $ 34,780 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, 2020 Weighted average remaining lease term 9.23 years Weighted average discount rate 7.55% |
Schedule of maturities of operating lease liabilities | Maturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Minimum Payments Due 2020 (remaining nine months) $ 6,116 2021 6,330 2022 5,875 2023 6,013 2024 6,155 2025 through 2030 32,830 Total lease payments 63,319 Less: imputed interest (19,162) Total operating lease liabilities $ 44,157 |
Schedule of maturities of operating lease liabilities | The Company has entered into one lease agreement (not included in the table above) for which there are future obligations but the lease has not yet commenced as of March 31, 2020 (in thousands): Year Aggregate Minimum Payments Due 2020 (remaining nine months) $ 7,124 2021 4,415 2022 4,548 2023 4,684 2024 4,825 2025 through 2030 29,242 Total future lease payments $ 54,838 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 2.375% convertible senior notes due 2022 $ 345,000 $ 345,000 Deferred financing costs (3,704) (4,143) Discount on debt (31,218) (34,812) Total debt, net of debt discount and deferred financing costs $ 310,078 $ 306,045 |
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 2020 2019 Contractual interest expense $ 2,049 $ 2,049 Amortization of debt issuance costs 439 420 Amortization of debt discount 3,594 3,345 Capitalized interest and other (Note 6) (60) — Total $ 6,022 $ 5,814 Effective interest rate on convertible senior notes 7.81 % 7.81 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amount and fair value of the long-term debt | The carrying values and fair values of the Company’s financial assets and liabilities at March 31, 2020 are as follows (in thousands): Carrying Value Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets: Equity investment (3) $ 6,053 $ 6,053 $ — $ — Financial Liabilities: 2.375% convertible senior notes due 2022 (1)(2) $ 310,078 $ — $ 331,200 $ — Acquisition-related contingent consideration (3) $ 29,268 $ — $ — $ 29,268 (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $33.53 per share on March 31, 2020 compared to a conversion price of $66.89 per share. Therefore, at March 31, 2020, the conversion price was 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. (2) Reported at historical cost. (3) Reported at fair value on a recurring basis. |
Schedule of key assumptions used in the valuation of contingent consideration | The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of March 31, 2020 Discount rates 9.55% to 9.82% Probabilities of payment for regulatory milestones 3% to 100% Projected years of payment for regulatory and commercial milestones 2020 to 2023 |
Schedule of change in contingent consideration recorded at fair value using Level 3 measurements | The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Consideration Balance at December 31, 2019 $ 38,142 Fair value adjustments and accretion (3,874) Payments made (5,000) Balance at March 31, 2020 $ 29,268 |
Schedule of short-term investments | The following summarizes the Company’s investments at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 57,327 $ 64 $ (130) $ 57,261 Commercial paper 28,878 26 — 28,904 Corporate bonds 178,374 54 (718) 177,710 Subtotal 264,579 144 (848) 263,875 Long-term: Asset-backed securities 6,175 23 — 6,198 Corporate bonds 29,287 4 (369) 28,922 Subtotal 35,462 27 (369) 35,120 Total $ 300,041 $ 171 $ (1,217) $ 298,995 December 31, 2019 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 43,166 $ 54 $ — $ 43,220 Commercial paper 32,250 20 — 32,270 Corporate bonds 138,012 225 (5) 138,232 Subtotal 213,428 299 (5) 213,722 Long-term: Asset-backed securities 28,064 10 (15) 28,059 Corporate bonds 36,706 37 (4) 36,739 Subtotal 64,770 47 (19) 64,798 Total $ 278,198 $ 346 $ (24) $ 278,520 |
STOCK PLANS (Tables)
STOCK PLANS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Cost of goods sold $ 1,219 $ 1,091 Research and development 1,186 1,218 Selling, general and administrative 6,442 5,125 Total $ 8,847 $ 7,434 Stock-based compensation from: Stock options $ 6,225 $ 5,121 Restricted stock units 2,402 2,107 Employee stock purchase plan 220 206 Total $ 8,847 $ 7,434 |
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, 2020: Stock Options Number of Options Weighted Average Exercise Price (Per Share) Outstanding at December 31, 2019 6,706,378 $ 42.80 Granted 188,450 43.53 Exercised (207,548) 16.64 Forfeited (91,069) 41.66 Expired (14,057) 63.34 Outstanding at March 31, 2020 6,582,154 43.62 Restricted Stock Units Number of Units Weighted Average Grant Date Fair Value (Per Share) Unvested at December 31, 2019 631,141 $ 41.87 Granted 350 43.27 Vested (849) 48.16 Forfeited (15,567) 41.89 Unvested at March 31, 2020 615,075 41.86 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: 2020 2019 Balance at beginning of period $ 322 $ (280) Other comprehensive income (loss) before reclassifications (1,368) 462 Amounts reclassified from accumulated other comprehensive income (loss) — — Balance at end of period $ (1,046) $ 182 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 (in thousands, except per share amounts): Three Months Ended 2020 2019 Numerator: Net income (loss) $ 8,159 $ (2,771) Denominator: Weighted average common shares outstanding—basic 42,032 41,240 Computation of diluted securities: Dilutive effect of stock options 585 — Dilutive effect of RSUs 168 — Weighted average common shares outstanding—diluted 42,785 41,240 Net income (loss) per share: Basic and diluted net income (loss) per common share $ 0.19 $ (0.07) |
Schedule of potential dilutive effect of the securities excluded from the calculation of diluted loss per share | The following outstanding stock options, RSUs and ESPP purchase options are antidilutive in the periods presented (in thousands): Three Months Ended 2020 2019 Weighted average number of stock options 5,343 5,792 Weighted average number of RSUs 2 559 Weighted average ESPP purchase options 40 37 Total 5,385 6,388 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Income (loss) before income taxes: Domestic $ 13,046 $ 1,819 Foreign (4,489) (4,337) Total income (loss) before income taxes $ 8,557 $ (2,518) |
ACQUISITION_RELATED (GAINS) C_2
ACQUISITION–RELATED (GAINS) CHARGES AND PRODUCT DISCONTINUATION, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET | Severance and Related Costs Asset Retirement Obligations, Other Restructuring and Discontinuation Costs Total Balance at December 31, 2019 $ 81 $558 $ 639 Charges incurred — 166 166 Cash payments made — (292) (292) Balance at March 31, 2020 $ 81 $ 432 $ 513 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2020segmentproduct | |
Concentration Risk [Line Items] | |
Number of reportable segments | segment | 1 |
Sales Revenue, Net | Product Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration of products (in products) | product | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)customer | Mar. 31, 2019 | |
Concentration of Major Customers | ||
Accounts Receivable, Allowance for Credit Loss | $ | $ 0 | |
Concentration risk by major customer | ||
Concentration of Major Customers | ||
Number of major customers | customer | 3 | |
Concentration risk by major customer | Sales Revenue, Net | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 89.00% | 91.00% |
Concentration risk by major customer | Sales Revenue, Net | Largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 32.00% | 36.00% |
Concentration risk by major customer | Sales Revenue, Net | Second largest wholesaler | ||
Concentration of Major Customers | ||
Percentage of revenue from customers to total revenue | 31.00% | 29.00% |
Concentration risk by major customer | Sales Revenue, Net | 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, 2020 | Dec. 31, 2019 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Total operating lease liabilities | $ 44,157 | ||
ROU asset | $ 37,613 | $ 38,124 | |
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, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total net product sales | $ 104,745 | $ 90,906 |
EXPAREL / bupivacaine liposome injectable suspension | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | 102,475 | 90,906 |
iovera° | ||
Disaggregation of Revenue [Line Items] | ||
Total net product sales | $ 2,270 | $ 0 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, payment terms | 0 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable, payment terms | 37 days |
MYOSCIENCE ACQUISITION (Details
MYOSCIENCE ACQUISITION (Details) - USD ($) $ in Thousands | Apr. 09, 2019 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Contingent consideration, current | $ 14,041 | $ 18,179 | ||
Acquisition-related contingent consideration | 10,000 | |||
Achievement of Regulatory Milestone | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related contingent consideration | 5,000 | |||
Scenario, Forecast | Achievement of Regulatory Milestone | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related contingent consideration | $ 10,000 | |||
Myoscience Acquisition | ||||
Business Acquisition [Line Items] | ||||
Total consideration transferred | 147,500 | |||
Initial cash payment | 119,000 | |||
Fair value of contingent consideration | $ 28,500 | |||
Contingent consideration | 100,000 | |||
Contingent consideration, current | 68,000 | |||
Payment term | 60 days | |||
Acquisition-related contingent consideration | 29,300 | |||
Contingent consideration maximum amount payable in shares | $ 5,000 |
MYOSCIENCE ACQUISITION - Unaudi
MYOSCIENCE ACQUISITION - Unaudited Pro Forma Summary of Operations (Details) - Myoscience Acquisition $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenues | $ 93,453 |
Net loss | $ (8,102) |
Pro forma basic and diluted net loss per share | $ / shares | $ (200) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 23,162 | $ 20,019 |
Work-in-process | 7,757 | 14,407 |
Finished goods | 28,747 | 23,870 |
Total | $ 59,666 | $ 58,296 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
FIXED ASSETS | |||
Total | $ 186,299 | $ 180,121 | |
Less: accumulated depreciation | (78,194) | (75,440) | |
Fixed assets, net | 108,105 | 104,681 | |
Depreciation expense | 2,900 | $ 3,600 | |
Foreign property, plant and equipment, net | 64,000 | 64,800 | |
Machinery and equipment | |||
FIXED ASSETS | |||
Total | 70,061 | 70,078 | |
Leasehold improvements | |||
FIXED ASSETS | |||
Total | 60,441 | 60,441 | |
Computer equipment and software | |||
FIXED ASSETS | |||
Total | 9,003 | 8,942 | |
Office furniture and equipment | |||
FIXED ASSETS | |||
Total | 1,882 | 1,882 | |
Construction in progress | |||
FIXED ASSETS | |||
Total | 44,912 | $ 38,778 | |
Capitalized interest (Note 4) | $ 100 | $ 0 |
LEASES -Narrative (Details)
LEASES -Narrative (Details) | Mar. 31, 2020 |
Minimum | |
Term of contract | 5 months |
Maximum | |
Term of contract | 10 years 4 months 24 days |
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, 2020 | Mar. 31, 2019 | |
Operating lease costs: | ||
Fixed lease costs | $ 1,564 | $ 1,443 |
Variable lease costs | 448 | 381 |
Total | 2,012 | 1,824 |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Cash paid for operating lease liabilities | 2,759 | 2,050 |
Right-of-use assets recorded in exchange for lease obligations | $ 174 | $ 34,780 |
Operating Lease, Weighted Average Remaining Lease Term | 9 years 2 months 23 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.55% |
LEASES -Schedule of maturities
LEASES -Schedule of maturities of operating lease liabilities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2020 (remaining nine months) | $ 6,116 |
2021 | 6,330 |
2022 | 5,875 |
2023 | 6,013 |
2024 | 6,155 |
2025 through 2030 | 32,830 |
Total lease payments | 63,319 |
Less: imputed interest | (19,162) |
Total operating lease liabilities | $ 44,157 |
LEASES -Schedule of maturitie_2
LEASES -Schedule of maturities of operating lease liabilities (lease not yet commenced) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)contract | |
Leases [Abstract] | |
Number of leases not yet commenced | contract | 1 |
2020 (remaining nine months) | $ 7,124 |
2021 | 4,415 |
2022 | 4,548 |
2023 | 4,684 |
2024 | 4,825 |
2025 through 2030 | 29,242 |
Total future lease payments | $ 54,838 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Apr. 09, 2019 | |
Goodwill | ||||
Goodwill | $ 99,547,000 | $ 99,547,000 | ||
Goodwill recorded in connection with the acquisition | 99,547,000 | 99,547,000 | ||
Amortization of acquired intangible assets | 1,967,000 | $ 0 | ||
Amortization expense, remainder of fiscal year | 5,900,000 | |||
Amortization expense, 2020-2032 | 7,900,000 | |||
Amortization expense, 2033 | 2,200,000 | |||
Myoscience Acquisition | ||||
Goodwill | ||||
Goodwill | $ 37,500,000 | |||
Goodwill recorded in connection with the acquisition | $ 37,500,000 | |||
Skye Pharma Holding Inc. | ||||
Goodwill | ||||
Goodwill | 62,000,000 | |||
Goodwill recorded in connection with the acquisition | 62,000,000 | |||
Skye Pharma Holding Inc. | ||||
Goodwill | ||||
Total Milestone Payments Yet to be Paid for Sale of Product in Connection with Acquisition | $ 36,000,000 | |||
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 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 110,090,000 | $ 110,090,000 | |
Accumulated Amortization | (7,669,000) | (5,703,000) | |
Intangible Assets, Net | 102,421,000 | 104,387,000 | |
Amortization of acquired intangible assets | 1,967,000 | $ 0 | |
Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 110,000,000 | 110,000,000 | |
Accumulated Amortization | (7,660,000) | (5,696,000) | |
Intangible Assets, Net | $ 102,340,000 | $ 104,304,000 | |
Estimated Useful Life | 14 years | 14 years | |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 90,000 | $ 90,000 | |
Accumulated Amortization | (9,000) | (7,000) | |
Intangible Assets, Net | $ 81,000 | $ 83,000 | |
Estimated Useful Life | 10 years | 10 years |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - Unsecured Debt - Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 13, 2017 |
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 2.375% | 2.375% | |
Convertible senior notes, gross | $ 345,000 | $ 345,000 | |
Deferred financing costs | (3,704) | (4,143) | |
Discount on debt | (31,218) | (34,812) | |
Total debt, net of debt discount and deferred financing costs | $ 310,078 | $ 306,045 |
DEBT - Narrative (Details 2)
DEBT - Narrative (Details 2) - USD ($) | Mar. 13, 2017 | Mar. 31, 2020 | Mar. 07, 2017 |
DEBT AND FINANCING OBLIGATIONS | |||
Settlement period - convertible debt conversion request | 40 days | ||
Closing sale price (in dollars per share) | $ 33.53 | ||
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 | ||
Convertible debt, premium on common stock | 37.50% | ||
Closing sale price (in dollars per share) | $ 48.65 | ||
Convertible Senior Notes Due 2022 | Conversion terms prior to close of business on business day immediately proceeding October 1, 2021 | |||
DEBT AND FINANCING OBLIGATIONS | |||
Convertible debt, common stock closing sales price minimum as percentage of conversion price | 130.00% | ||
Convertible debt, common stock closing sales price minimum, number of trading days | 20 days | ||
Convertible debt, number of consecutive trading days | 30 days | ||
Principal amount used for debt instrument conversion ratio | $ 1,000 | ||
Market price per $1000 of principal amount of notes | 960 | ||
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 as percentage of conversion price | 130.00% | ||
Convertible debt, common stock closing sales price minimum, number of trading days | 20 days | ||
Convertible debt, number of consecutive trading days | 30 days | ||
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% | 2.375% |
DEBT (Details 3)
DEBT (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization of debt discount | $ 3,594 | $ 3,345 |
Effective interest rate on convertible senior notes | 7.81% | 7.81% |
Convertible Senior Notes Due 2019 | ||
Contractual interest expense | $ 2,049 | $ 2,049 |
Amortization of debt issuance costs | 439 | 420 |
Amortization of debt discount | 3,594 | 3,345 |
Capitalized interest and other (Note 6) | (60) | 0 |
Total | $ 6,022 | $ 5,814 |
FINANCIAL INSTRUMENTS (Details)
FINANCIAL INSTRUMENTS (Details) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020USD ($)customer | Mar. 31, 2019USD ($) | Jun. 30, 2018customer | Dec. 31, 2019USD ($) | |
Concentration Risk [Line Items] | ||||
Acquisition-related contingent consideration | $ 10,000,000 | |||
Interest receivable | 1,600,000 | $ 1,000,000 | ||
Investment in convertible preferred B shares | 6,100,000 | $ 10,000,000 | ||
Unrealized Gain (Loss) on Investments | $ 4,000,000 | $ 0 | ||
Number of major customers | customer | 3 | 3 | ||
Amount of allowance for doubtful accounts | $ 0 | |||
Accounts receivable | Credit risk | Major customer one | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percent) | 32.00% | 37.00% | ||
Accounts receivable | Credit risk | Major customer two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percent) | 29.00% | 29.00% | ||
Accounts receivable | Credit risk | Major customer three | ||||
Concentration Risk [Line Items] | ||||
Concentration risk (as a percent) | 28.00% | 26.00% | ||
Myoscience Acquisition | ||||
Concentration Risk [Line Items] | ||||
Acquisition-related contingent consideration | $ 29,300,000 | |||
Change in fair value of the contingent consideration since acquisition | 3,900,000 | |||
Myoscience Acquisition | Level 3 | ||||
Concentration Risk [Line Items] | ||||
Acquisition-related contingent consideration | $ 29,268,000 | |||
Contingent Consideration | Myoscience Acquisition | Measurement Input, Discount Rate | Level 3 | ||||
Concentration Risk [Line Items] | ||||
Measurement input, contingent consideration | 0.097 | |||
Contingent Consideration | Myoscience Acquisition | Measurement Input, Expected Milestone Payment | Level 3 | ||||
Concentration Risk [Line Items] | ||||
Measurement input, contingent consideration | 0.446 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value of Liabilities Measured on a Recurring Basis (Details 1) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 13, 2017 | Mar. 31, 2020 | Mar. 07, 2017 |
Fair Value Measurements | |||
Acquisition-related contingent consideration | $ 10,000 | ||
Closing sale price (in dollars per share) | $ 33.53 | ||
Myoscience Acquisition | |||
Fair Value Measurements | |||
Acquisition-related contingent consideration | $ 29,300 | ||
Convertible Senior Notes Due 2022 | |||
Fair Value Measurements | |||
Closing sale price (in dollars per share) | $ 48.65 | ||
Initial conversion price of notes into common stock (in dollars per share) | $ 66.89 | ||
Convertible Senior Notes Due 2022 | Maximum | |||
Fair Value Measurements | |||
Debt Instrument, Convertible, Conversion Premium, Shares | 5.2 | ||
Level 1 | |||
Fair Value Measurements | |||
Equity Investments | 6,053 | ||
Level 1 | Myoscience Acquisition | |||
Fair Value Measurements | |||
Acquisition-related contingent consideration | 0 | ||
Level 1 | Convertible Senior Notes Due 2022 | |||
Fair Value Measurements | |||
Convertible senior notes | 0 | ||
Level 2 | |||
Fair Value Measurements | |||
Equity Investments | 0 | ||
Level 2 | Myoscience Acquisition | |||
Fair Value Measurements | |||
Acquisition-related contingent consideration | 0 | ||
Level 2 | Convertible Senior Notes Due 2022 | |||
Fair Value Measurements | |||
Convertible senior notes | 331,200 | ||
Level 3 | |||
Fair Value Measurements | |||
Equity Investments | 0 | ||
Level 3 | Myoscience Acquisition | |||
Fair Value Measurements | |||
Acquisition-related contingent consideration | 29,268 | ||
Level 3 | Convertible Senior Notes Due 2022 | |||
Fair Value Measurements | |||
Convertible senior notes | 0 | ||
Carrying Value | |||
Fair Value Measurements | |||
Equity Investments | 6,053 | ||
Carrying Value | Myoscience Acquisition | |||
Fair Value Measurements | |||
Acquisition-related contingent consideration | 29,268 | ||
Carrying Value | Convertible Senior Notes Due 2022 | |||
Fair Value Measurements | |||
Convertible senior notes | $ 310,078 | ||
Unsecured Debt | Convertible Senior Notes Due 2022 | |||
Fair Value Measurements | |||
Stated interest rate (as a percent) | 2.375% | 2.375% |
FINANICIAL INSTRUMENTS - Fair V
FINANICIAL INSTRUMENTS - Fair Value Measurement Inputs and Valuation (Details 2) $ in Thousands | Mar. 31, 2020USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Total Milestone Payments Yet To Be Paid in Connection with MyoScience Acquisition | $ 68,000 |
Acquisition-related contingent consideration | 10,000 |
Myoscience Acquisition | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Acquisition-related contingent consideration | 29,300 |
Myoscience Acquisition | Fair Value, Inputs, Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Acquisition-related contingent consideration | $ 29,268 |
Myoscience Acquisition | Contingent Consideration | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.097 |
Myoscience Acquisition | Contingent Consideration | Fair Value, Inputs, Level 3 | Measurement Input, Expected Milestone Payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.446 |
Myoscience Acquisition | Contingent Consideration | Minimum | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.0955 |
Myoscience Acquisition | Contingent Consideration | Minimum | Fair Value, Inputs, Level 3 | Measurement Input, Expected Milestone Payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.03 |
Myoscience Acquisition | Contingent Consideration | Maximum | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 0.0982 |
Myoscience Acquisition | Contingent Consideration | Maximum | Fair Value, Inputs, Level 3 | Measurement Input, Expected Milestone Payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, contingent consideration | 1 |
FINANCIAL INSTRUMENTS - Fair _2
FINANCIAL INSTRUMENTS - Fair Value of Liabilities Measured on a Recurring Basis (Details 3) - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2019 | $ 38,142 |
Fair value adjustments and accretion | (3,874) |
Payments made | (5,000) |
Balance at March 31, 2020 | $ 29,268 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Available For Sale Securities (Details 4) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value Measurements | |||
Unrealized Gain (Loss) on Investments | $ 4,000,000 | $ 0 | |
Level 2 | |||
Fair Value Measurements | |||
Cost | 300,041,000 | $ 278,198,000 | |
Gross Unrealized Gains | 171,000 | 346,000 | |
Gross Unrealized Losses | (1,217,000) | (24,000) | |
Fair Value | 298,995,000 | 278,520,000 | |
Level 2 | Short-term Investments | |||
Fair Value Measurements | |||
Cost | 264,579,000 | 213,428,000 | |
Gross Unrealized Gains | 144,000 | 299,000 | |
Gross Unrealized Losses | (848,000) | (5,000) | |
Fair Value | 263,875,000 | 213,722,000 | |
Level 2 | Long-Term Investments | |||
Fair Value Measurements | |||
Cost | 35,462,000 | 64,770,000 | |
Gross Unrealized Gains | 27,000 | 47,000 | |
Gross Unrealized Losses | (369,000) | (19,000) | |
Fair Value | 35,120,000 | 64,798,000 | |
Level 2 | Asset-backed securities | Short-term Investments | |||
Fair Value Measurements | |||
Cost | 57,327,000 | 43,166,000 | |
Gross Unrealized Gains | 64,000 | 54,000 | |
Gross Unrealized Losses | (130,000) | 0 | |
Fair Value | 57,261,000 | 43,220,000 | |
Level 2 | Asset-backed securities | Long-Term Investments | |||
Fair Value Measurements | |||
Cost | 6,175,000 | 28,064,000 | |
Gross Unrealized Gains | 23,000 | 10,000 | |
Gross Unrealized Losses | 0 | (15,000) | |
Fair Value | 6,198,000 | 28,059,000 | |
Level 2 | Commercial paper | Short-term Investments | |||
Fair Value Measurements | |||
Cost | 28,878,000 | 32,250,000 | |
Gross Unrealized Gains | 26,000 | 20,000 | |
Gross Unrealized Losses | 0 | 0 | |
Fair Value | 28,904,000 | 32,270,000 | |
Level 2 | Corporate bonds | Short-term Investments | |||
Fair Value Measurements | |||
Cost | 178,374,000 | 138,012,000 | |
Gross Unrealized Gains | 54,000 | 225,000 | |
Gross Unrealized Losses | (718,000) | (5,000) | |
Fair Value | 177,710,000 | 138,232,000 | |
Level 2 | Corporate bonds | Long-Term Investments | |||
Fair Value Measurements | |||
Cost | 29,287,000 | 36,706,000 | |
Gross Unrealized Gains | 4,000 | 37,000 | |
Gross Unrealized Losses | (369,000) | (4,000) | |
Fair Value | $ 28,922,000 | $ 36,739,000 |
STOCK PLANS (Details)
STOCK PLANS (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)numberOfOfferingPeriodsshares | Mar. 31, 2019USD ($) | |
Share-Based Compensation | ||
Stock-based compensation expense | $ 8,847 | $ 7,434 |
Compensation expense from stock options, employees | 6,225 | 5,121 |
Restricted Stock or Unit Expense | 2,402 | 2,107 |
Compensation expense from employee stock purchase plan | 220 | 206 |
Stock-based compensation | $ 8,847 | 7,434 |
Purchase price of common stock, ESPP (as a percent) | 85.00% | |
Shares issued under employee stock purchase plan (shares) | shares | 0 | |
Employee Stock | ||
Share-Based Compensation | ||
Number of offering periods for ESPP | numberOfOfferingPeriods | 2 | |
ESPP purchasing period | 6 months | |
Cost of goods sold | ||
Share-Based Compensation | ||
Stock-based compensation expense | $ 1,219 | 1,091 |
Research and development | ||
Share-Based Compensation | ||
Stock-based compensation expense | 1,186 | 1,218 |
Selling, general and administrative | ||
Share-Based Compensation | ||
Stock-based compensation expense | $ 6,442 | $ 5,125 |
STOCK PLANS (Details 2)
STOCK PLANS (Details 2) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Weighted Average Exercise Price | |
Weighted average fair value (in dollars per share) | $ 20.97 |
Employee Stock Option | |
Number of Options | |
Outstanding beginning of period (in shares) | shares | 6,706,378 |
Granted (in shares) | shares | 188,450 |
Exercised (in shares) | shares | (207,548) |
Forfeited (in shares) | shares | (91,069) |
Expired (in shares) | shares | (14,057) |
Outstanding end of period (in shares) | shares | 6,582,154 |
Weighted Average Exercise Price | |
Outstanding beginning of period (in dollars per share) | $ 42.80 |
Granted (in dollars per share) | 43.53 |
Exercised (in dollars per share) | 16.64 |
Forfeited (in dollars per share) | 41.66 |
Expired (in dollars per share) | 63.34 |
Outstanding at end of period (in dollars per share) | $ 43.62 |
STOCK PLANS (Details 3)
STOCK PLANS (Details 3) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Units | |
Unvested at beginning of period (shares) | shares | 631,141 |
Granted (shares) | shares | 350 |
Vested (shares) | shares | (849) |
Forfeited (shares) | shares | (15,567) |
Unvested at end of period (shares) | shares | 615,075 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (usd per share) | $ / shares | $ 41.87 |
Granted (usd per share) | $ / shares | 43.27 |
Vested (usd per share) | $ / shares | 48.16 |
Forfeited (usd per share) | $ / shares | 41.89 |
Unvested at end of period (usd per share) | $ / shares | $ 41.86 |
Employee Stock Option | |
Weighted Average Grant Date Fair Value | |
Risk free interest rate (as a percent) | 1.35% |
Expected volatility (as a percent) | 53.90% |
Expected term of options | 5 years 2 months 26 days |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 322 | |
Balance at end of period | (1,046) | |
Accumulated Net Unrealized Investment Gain (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 322 | $ (280) |
Other comprehensive income (loss) before reclassifications | (1,368) | 462 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Balance at end of period | $ (1,046) | $ 182 |
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, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income (loss) | $ 8,159 | $ (2,771) |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 42,032 | 41,240 |
Computation of diluted securities: | ||
Dilutive effect of stock options | 585 | 0 |
Dilutive effect of RSUs | 168 | 0 |
Weighted average number of shares outstanding - diluted (in shares) | 42,785 | 41,240 |
Net income (loss) per share: | ||
Basic and diluted net income (loss) per common share (in USD per share) | $ 0.19 | $ (0.07) |
NET INCOME (LOSS) PER SHARE (_2
NET INCOME (LOSS) PER SHARE (Details 2) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
EARNINGS PER SHARE | ||
Total | 5,385 | 6,388 |
Employee Stock Option | ||
EARNINGS PER SHARE | ||
Total | 5,343 | 5,792 |
Restricted Stock Units (RSUs) | ||
EARNINGS PER SHARE | ||
Total | 2 | 559 |
Employee Stock | ||
EARNINGS PER SHARE | ||
Total | 40 | 37 |
INCOME TAXES INCOME TAXES (Deta
INCOME TAXES INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 13,046 | $ 1,819 |
Foreign | (4,489) | (4,337) |
Income (loss) before income taxes | 8,557 | (2,518) |
Income Tax Expense (Benefit) | $ 398 | 253 |
Income tax expense (less than) | $ 300 |
ACQUISITION_RELATED (GAINS) C_3
ACQUISITION–RELATED (GAINS) CHARGES AND PRODUCT DISCONTINUATION, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||
Non-recurring charge related to discontinuation | $ 100 | $ 100 |
Contingent Consideration | ||
Business Acquisition [Line Items] | ||
Fair value adjustments to contingent consideration | 3,874 | |
Myoscience Acquisition | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 3,700 | 1,200 |
Myoscience Acquisition | Advisory Costs | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | $ 200 | $ 1,200 |
ACQUISITION_RELATED (GAINS) C_4
ACQUISITION–RELATED (GAINS) CHARGES AND PRODUCT DISCONTINUATION, NET- DepoCyte Product Discontinuance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
DepoCyte Discontinuation [Line Items] | ||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 100 | $ 100 |
DepoCyte Discontinuation [Roll Forward] | ||
Acquisition-Related Separation Costs, Beginning Balance | 81 | |
Acquisition-Related Separation Costs, Charges Incurred | 0 | |
Acquisition-Related Separation Costs, Cash Payments Made | 0 | |
Acquisition-Related Separation Costs, Ending Balance | 81 | |
Asset Retirement Obligations, Other Restructuring and Discontinuation Costs, Beginning Balance | 558 | |
Asset Retirement Obligations, Other Restructuring and Discontinuation Costs, Charges Incurred | 166 | |
Asset Retirement Obligations, Other Restructuring and Discontinuation Costs, Cash Payments Made | (292) | |
Asset Retirement Obligations, Other Restructuring and Discontinuation Costs, Ending Balance | 432 | |
Total, Beginning Balance | 639 | |
Total, Charges Incurred | 3,708 | $ (1,242) |
Total, Cash Payments Made | (292) | |
Total, Ending Balance | 513 | |
DepoCyte | ||
DepoCyte Discontinuation [Roll Forward] | ||
Total, Charges Incurred | $ 166 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 1 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement, amount awarded to other party | $ 3.5 |