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 June 30, 2020 are as follows (in thousands): Carrying Value Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets: Equity investment (3) $ 10,032 $ 10,032 $ — $ — Financial Liabilities: 2.375% convertible senior notes due 2022 (1) $ 314,182 (2) $ — $ 378,206 $ — Acquisition-related contingent consideration (3) $ 20,830 $ — $ — $ 20,830 (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $52.47 per share on June 30, 2020 compared to a conversion price of $66.89 per share. Therefore, at June 30, 2020, the conversion price was above the stock price. The maximum conversion premium that could have been due on the 2022 Notes at June 30, 2020 was approximately 5.2 million shares of the Company’s common stock, which subsequently became 2.4 million shares after the July 2020 redemption of $185 million of aggregate principal 2022 Notes (see Note 17, Subsequent Events , for more information). These figures assume 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 $20.8 million as of June 30, 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 revisions to its forecasted revenues (principally due to the impact of the COVID-19 pandemic), for the three and six month periods ended June 30, 2020, recognized $1.6 million of charges and $2.3 million of gains related to contingent consideration, respectively, which have been included in acquisition-related charges (gains) in the condensed consolidated statements of operations. The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation. These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones, estimated forecasts of revenue and costs and 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 June 30, 2020, the weighted average discount rate was 5.96% and the weighted average probability of success for regulatory milestones was 22.4%. There were no changes in the fair value of contingent consideration in the three and six months ended June 30, 2019. The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of June 30, 2020 Discount rates 5.94% to 6.03% 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 $58.0 million. 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 (2,312) Payments made (15,000) Balance at June 30, 2020 $ 20,830 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 June 30, 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 the time of purchase, all short-term and long-term investments had an “A” or better rating by Standard & Poor’s. The following summarizes the Company’s investments at June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Investments Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 61,567 $ 471 $ — $ 62,038 Commercial paper 15,472 22 — 15,494 Corporate bonds 169,767 941 — 170,708 Subtotal 246,806 1,434 — 248,240 Long-term: Corporate bonds 8,205 56 — 8,261 Subtotal 8,205 56 — 8,261 Total $ 255,011 $ 1,490 $ — $ 256,501 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 June 30, 2020, there were no investments held for sale that were less than their amortized cost. The Company elects to recognize its interest receivable separate from its available for sale investments. At June 30, 2020 and December 31, 2019, the interest receivable recognized in prepaid expenses and other current assets was $1.7 million and $1.4 million, respectively. Equity Investment At both June 30, 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 $10.0 million. The Company records its investment in TELA Bio at fair value based on a quoted market price, which resulted in an unrealized gain in the amount of $4.0 million during the three months ended June 30, 2020 and an unrealized gain of less than $0.1 million in the six months ended June 30, 2020. The fair values at both June 30, 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 June 30, 2020, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 33%, 30% and 26%. At December 31, 2019, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 37%, 29% and 26%. 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 that generally have significant cash resources. The Company performs ongoing credit evaluations of its customers as warranted and generally does not require collateral. Allowances for credit losses on the Company’s accounts receivable are maintained based on historical payment patterns, current and estimated future economic conditions, aging of accounts receivable and its write-off history. As of June 30, 2020 and December 31, 2019, the Company did not deem any allowances for credit losses on its accounts receivable necessary. |