Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 21, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1,600 | ||
Entity Common Stock, Shares Outstanding | 43,863,467 | ||
Entity Central Index Key | 0001396814 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s proxy statement for the 2021 annual meeting of stockholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2020. | ||
ICFR Auditor Attestation Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 99,957 | $ 78,228 |
Short-term investments | 421,705 | 213,722 |
Accounts receivable, net | 53,046 | 47,530 |
Inventories, net | 64,650 | 58,296 |
Prepaid expenses and other current assets | 12,265 | 10,781 |
Total current assets | 651,623 | 408,557 |
Long-term investments | 95,459 | 64,798 |
Fixed assets, net | 136,688 | 104,681 |
Right-of-use assets, net | 74,492 | 38,124 |
Goodwill | 99,547 | 99,547 |
Intangible assets, net | 96,521 | 104,387 |
Deferred tax assets | 106,164 | 0 |
Equity investments and other assets | 14,019 | 10,971 |
Total assets | 1,274,513 | 831,065 |
Current liabilities: | ||
Accounts payable | 10,431 | 12,799 |
Accrued expenses | 70,974 | 70,427 |
Lease liabilities | 7,425 | 4,935 |
Convertible senior notes | 149,648 | 0 |
Contingent consideration | 14,736 | 18,179 |
Income taxes payable | 114 | 1,333 |
Total current liabilities | 253,328 | 107,673 |
Convertible senior notes | 313,030 | 306,045 |
Lease liabilities | 71,025 | 40,938 |
Contingent consideration | 13,610 | 19,963 |
Other liabilities | 3,832 | 1,502 |
Total liabilities | 654,825 | 476,121 |
Commitments and contingencies (Note 21) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Common stock, par value $0.001; 250,000,000 shares authorized; 43,636,929 shares issued and outstanding at December 31, 2020; 41,908,148 shares issued and outstanding at December 31, 2019 | 44 | 42 |
Additional paid-in capital | 873,201 | 753,978 |
Accumulated deficit | (253,875) | (399,398) |
Accumulated other comprehensive income | 318 | 322 |
Total stockholders’ equity | 619,688 | 354,944 |
Total liabilities and stockholders’ equity | $ 1,274,513 | $ 831,065 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 43,636,929 | 41,908,148 |
Common stock, shares outstanding (in shares) | 43,636,929 | 41,908,148 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Collaborative licensing and milestone revenue | $ 0 | $ 0 | $ 3,000 |
Total revenues | 429,647 | 421,026 | 337,277 |
Operating expenses: | |||
Cost of goods sold | 117,328 | 106,712 | 86,845 |
Research and development | 59,421 | 72,119 | 55,688 |
Selling, general and administrative | 193,516 | 200,782 | 177,265 |
Amortization of acquired intangible assets | 7,866 | 5,703 | 0 |
Acquisition-related charges, product discontinuation and other | 5,166 | 25,230 | 1,564 |
Total operating expenses | 383,297 | 410,546 | 321,362 |
Income from operations | 46,350 | 10,480 | 15,915 |
Other (expense) income: | |||
Interest income | 4,629 | 7,376 | 6,497 |
Interest expense | (25,671) | (23,628) | (21,949) |
Loss on early extinguishment of debt | (8,071) | 0 | 0 |
Other, net | 2,852 | (4,976) | (888) |
Total other expense, net | (26,261) | (21,228) | (16,340) |
Income (loss) before income taxes | 20,089 | (10,748) | (425) |
Income tax benefit (expense) | 125,434 | (268) | (46) |
Net income (loss) | $ 145,523 | $ (11,016) | $ (471) |
Net income (loss) per share: | |||
Basic net income (loss) per common share (in USD per share) | $ 3.41 | $ (0.27) | $ (0.01) |
Diluted net income (loss) per common share (in USD per share) | $ 3.33 | $ (0.27) | $ (0.01) |
Denominator: | |||
Basic (in shares) | 42,671 | 41,513 | 40,911 |
Diluted (in shares) | 43,682 | 41,513 | 40,911 |
Product | |||
Revenues: | |||
Revenues | $ 426,614 | $ 418,926 | $ 332,427 |
Royalty | |||
Revenues: | |||
Revenues | $ 3,033 | $ 2,100 | $ 1,850 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 145,523 | $ (11,016) | $ (471) |
Other comprehensive income (loss): | |||
Net unrealized gain (loss) on investments, net of tax | (3) | 602 | 174 |
Foreign currency translation adjustments | (1) | 0 | 0 |
Total other comprehensive income (loss) | (4) | 602 | 174 |
Comprehensive income (loss) | $ 145,519 | $ (10,414) | $ (297) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Convertible Senior Notes 2019 | Convertible Senior Notes Due 2022 | Convertible Senior Notes 2025 | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Additional Paid-In CapitalConvertible Senior Notes 2019 | Additional Paid-In CapitalConvertible Senior Notes Due 2022 | Additional Paid-In CapitalConvertible Senior Notes 2025 | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income |
Balances at Dec. 31, 2017 | $ 279,483 | $ 41 | $ 669,032 | $ (389,136) | $ (454) | |||||||||
Balances (Accounting Standards Update 2014-09) at Dec. 31, 2017 | $ 1,361 | $ 1,361 | ||||||||||||
Balances (Accounting Standards Update 2018-07) at Dec. 31, 2017 | $ (20) | 20 | ||||||||||||
Balances (in shares) at Dec. 31, 2017 | 40,669 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Exercise of stock options | 7,170 | $ 0 | 7,170 | |||||||||||
Exercise of stock options (in shares) | 333 | |||||||||||||
Vested restricted stock units (in shares) | 156 | |||||||||||||
Shares issued under employee stock purchase plan | 1,784 | 1,784 | ||||||||||||
Shares issued under employee stock purchase plan (in shares) | 65 | |||||||||||||
Stock-based compensation | 31,725 | 31,725 | ||||||||||||
Other comprehensive loss (Note 13) | 174 | 174 | ||||||||||||
Net income (loss) | (471) | (471) | ||||||||||||
Balances at Dec. 31, 2018 | 321,226 | $ (156) | $ 41 | 709,691 | (388,226) | $ (156) | (280) | |||||||
Balances (in shares) at Dec. 31, 2018 | 41,223 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Exercise of stock options | 8,469 | $ 1 | 8,468 | |||||||||||
Exercise of stock options (in shares) | 425 | |||||||||||||
Vested restricted stock units (in shares) | 193 | |||||||||||||
Shares issued under employee stock purchase plan | 2,402 | 2,402 | ||||||||||||
Shares issued under employee stock purchase plan (in shares) | 67 | |||||||||||||
Stock-based compensation | 33,650 | 33,650 | ||||||||||||
Equity component of convertible debt | $ (233) | $ (233) | ||||||||||||
Other comprehensive loss (Note 13) | 602 | 602 | ||||||||||||
Net income (loss) | (11,016) | (11,016) | ||||||||||||
Balances at Dec. 31, 2019 | $ 354,944 | $ 42 | 753,978 | (399,398) | 322 | |||||||||
Balances (in shares) at Dec. 31, 2019 | 41,908 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||||||||||
Exercise of stock options | $ 45,229 | $ 2 | 45,227 | |||||||||||
Exercise of stock options (in shares) | 1,428 | |||||||||||||
Vested restricted stock units (in shares) | 239 | |||||||||||||
Shares issued under employee stock purchase plan | 2,546 | 2,546 | ||||||||||||
Shares issued under employee stock purchase plan (in shares) | 62 | |||||||||||||
Stock-based compensation | 39,920 | 39,920 | ||||||||||||
Equity component of convertible debt | $ (33,089) | $ 64,619 | $ (33,089) | $ 64,619 | ||||||||||
Other comprehensive loss (Note 13) | (4) | (4) | ||||||||||||
Net income (loss) | 145,523 | 145,523 | ||||||||||||
Balances at Dec. 31, 2020 | $ 619,688 | $ 44 | $ 873,201 | $ (253,875) | $ 318 | |||||||||
Balances (in shares) at Dec. 31, 2020 | 43,637 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Deferred tax associated with equity component of convertible debt | $ 20,500 | $ 20,450 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | |||
Net income (loss) | $ 145,523 | $ (11,016) | $ (471) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Deferred taxes | (126,613) | (1,828) | 0 |
Depreciation of fixed assets and amortization of intangible assets | 19,908 | 19,576 | 13,165 |
Amortization of unfavorable lease obligation and debt issuance costs | 2,156 | 1,707 | 1,590 |
Amortization of debt discount | 18,254 | 13,746 | 12,799 |
Loss on disposal and impairment of fixed assets | 22 | 1,010 | 65 |
Loss on early extinguishment of debt | 8,071 | 0 | 0 |
Stock-based compensation | 39,920 | 33,650 | 31,725 |
Changes in contingent consideration (after MyoScience, Inc. acquisition) | 5,204 | 16,672 | 0 |
(Gain) loss on investment (net of stock dividend) and other non-operating income, net | (1,618) | 4,315 | 854 |
Changes in operating assets and liabilities (net of MyoScience, Inc. acquisition): | |||
Accounts receivable, net | (5,516) | (8,524) | (5,999) |
Inventories, net | (6,353) | (8,026) | (7,157) |
Prepaid expenses and other assets | (739) | (3,885) | (3,228) |
Accounts payable | (3,312) | (1,822) | (573) |
Accrued expenses and income taxes payable | (5,999) | 22,041 | 5,203 |
Other liabilities | (2,467) | (6,726) | 897 |
Payment of contingent consideration to MyoScience, Inc. securityholders | (9,409) | (370) | 0 |
Net cash provided by operating activities | 77,032 | 70,520 | 48,870 |
Investing activities: | |||
Acquisition of MyoScience, Inc. (net of cash acquired) | 0 | (117,691) | 0 |
Purchases of fixed assets | (37,801) | (10,159) | (14,514) |
Purchases of investments | (546,516) | (318,484) | (363,255) |
Sales of investments | 307,870 | 319,468 | 405,188 |
Payment of contingent consideration | 0 | 0 | (6,843) |
Equity investment | (1,160) | (1,622) | 0 |
Net cash (used in) provided by investing activities | (277,607) | (128,488) | 20,576 |
Financing activities: | |||
Proceeds from exercises of stock options | 45,218 | 8,469 | 7,170 |
Proceeds from shares issued under employee stock purchase plan | 2,546 | 2,402 | 1,784 |
Conversion premium on 2019 convertible senior notes | 0 | (233) | 0 |
Payment of debt issuance and financing costs | (12,487) | 0 | 0 |
Payment of contingent consideration to MyoScience, Inc. securityholders | (5,591) | (6,630) | 0 |
Net cash provided by financing activities | 222,304 | 3,670 | 8,954 |
Net increase (decrease) in cash and cash equivalents | 21,729 | (54,298) | 78,400 |
Cash and cash equivalents, beginning of year | 78,228 | 132,526 | 54,126 |
Cash and cash equivalents, end of year | 99,957 | 78,228 | 132,526 |
Supplemental cash flow information: | |||
Cash paid for interest | 7,205 | 8,199 | 8,205 |
Cash paid for income taxes, net of refunds | 2,417 | 863 | 128 |
Non-cash investing and financing activities: | |||
Fixed assets included in accounts payable and accrued liabilities | 9,288 | 3,019 | 2,894 |
Net increase in contingent consideration liabilities | 0 | 28,470 | 0 |
Convertible Senior Notes 2019 | |||
Financing activities: | |||
Repayment of convertible senior notes | 0 | (338) | 0 |
Convertible Senior Notes Due 2025 | |||
Financing activities: | |||
Proceeds from debt component of the 2025 convertible senior notes | 314,708 | 0 | 0 |
Proceeds from equity component of the 2025 convertible senior notes | 87,792 | 0 | 0 |
Convertible Senior Notes Due 2022 | |||
Financing activities: | |||
Repayment of convertible senior notes | (176,793) | 0 | 0 |
Retirement of equity component of the 2022 convertible senior notes | $ (33,089) | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 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 the industry leader in its commitment to non-opioid pain management and regenerative health solutions to improve patients’ journeys along the neural pain pathway. The Company’s long-acting, local analgesic, EXPAREL ® (bupivacaine liposome injectable suspension), was commercially launched in the United States in April 2012 and approved by the European Commission in November 2020. EXPAREL utilizes DepoFoam ® , a unique and proprietary delivery technology that encapsulates drugs without altering their molecular structure, and releases them over a desired period of time. In April 2019, the Company added iovera° ® to its commercial offering with the acquisition of MyoScience, Inc., or MyoScience. The iovera° system is a handheld cryoanalgesia device used to deliver a precise, controlled application of cold temperature to only targeted nerves. Pacira is subject to risks common to companies in similar industries and stages, including, but not limited to, competition from larger companies, reliance on revenue from two products, reliance on a limited number of manufacturing sites, new technological innovations, dependence on key personnel, reliance on third-party service providers and sole source suppliers, protection of proprietary technology, compliance with government regulations and risks related to cybersecurity. Novel Coronavirus (COVID-19) Pandemic During 2020, the Company’s net product sales were negatively impacted by the global pandemic caused by a novel strain of coronavirus (COVID-19), which mandated significant postponement or suspension in the scheduling of elective surgical procedures resulting from public health guidance and government directives. Elective surgical restrictions began to lift on a state-by-state basis in April 2020; however, the Company does not know how long it will take the surgical community to return to normal operations or if states will return to placing restrictions on elective surgical procedures. The Company’s manufacturing sites are operational and have implemented new safety protocols and guidelines as recommended by federal, state and local governments. To date, there have been no material impacts to the Company’s supply chain. The situation remains dynamic and subject to rapid and possibly material changes. Additional negative impacts may also arise from the COVID-19 pandemic that the Company is unable to foresee. The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission, or SEC. The accounts of wholly owned subsidiaries are included in these consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications were made to conform to the current presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and contingent liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, among other things, revenue recognition, stock-based compensation, inventory costs, impairments of equity investments, long-lived assets, goodwill, liabilities and accruals, including contingent consideration, convertible senior notes, and the valuation of deferred tax assets. The Company’s critical accounting policies are those that are both most important to the Company’s consolidated financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results could differ from these estimates. Revenue From Contracts With Customers The Company’s sources of revenue include (i) sales of EXPAREL in the United States, or U.S.; (ii) sales of iovera° in the U.S.; (iii) sales of, and royalties on, its bupivacaine liposome injectable suspension for veterinary use in the U.S. and (iv) license fees and milestone payments. To date, there has been no revenue from sales of EXPAREL or iovera° in the European Union, or E.U. See Note 4, Revenue , for further information on the Company’s accounting policies related to revenue from contracts with customers. Collaborative Licensing and Milestone Revenue The Company’s collaboration agreements generally involve a license to the Company’s products. In determining how and when to recognize the revenue under a collaboration agreement, the Company must assess whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement. If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time. If the license is not expected to substantively change, the revenue is recognized at the point in time when the license is provided. If the license is expected to substantively change, the revenue is recognized over the license period. Revenue recognition from milestone payments is dependent upon the facts and circumstances surrounding the milestone payments. Milestone payments based on a non-sales metric such as a development-based milestone (e.g. obtaining regulatory approval) represent variable consideration and would be included in the transaction price subject to any constraints. If the milestone payments relate to future development, the timing of recognition depends upon historical experience and the significance a third-party has on the outcome. For milestone payments to be received upon the achievement of a sales threshold, the revenue from the milestone payments is recognized at the later of when the actual sales are incurred or the performance obligation to which the sales relate has been satisfied. Royalty Revenue Royalties are estimated and recognized as revenue when sales to the Company’s commercial partners occur, unless some constraint exists, as the royalties predominately relate to a supply agreement. Royalties are based on sales of the Company’s bupivacaine liposome injectable suspension product for veterinary use. 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: Year Ended December 31, 2020 2019 2018 Largest wholesaler 31 % 34 % 34 % Second largest wholesaler 31 % 29 % 30 % Third largest wholesaler 25 % 26 % 26 % Total 87 % 89 % 90 % The Company had no revenue from outside the U.S. during the years ended December 31, 2020 and 2019. Revenue from outside the U.S. accounted f or less than 1% of the Company’s total revenue for the year ended December 31, 2018. Research and Development Expenses Research and development expenditures are expensed as incurred. These include both internal and external costs, of which a significant portion of development activities are outsourced to third parties, including contract research organizations. Clinical trial costs are accrued over the service periods specified in contracts and adjusted as necessary based on an ongoing review of the level of effort and actual costs incurred. Research and development costs are presented net of reimbursements from commercial partners. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accrues interest and penalties, if any, on underpayment of income taxes related to unrecognized tax benefits as a component of income tax expense in its consolidated statements of operations. Stock-Based Compensation The Company’s stock-based compensation consists of grants of stock options and restricted stock units, or RSUs, to employees, consultants and non-employee directors, in addition to the opportunity for employees to participate in an employee stock purchase plan. The expense associated with these programs is recognized in the Company’s consolidated statements of operations based on their fair values as they are earned under the applicable vesting terms or the length of an offering period. In calculating the estimated fair value of stock options granted, the Company uses the Black-Scholes option valuation model, or Black-Scholes model, which requires the consideration of the following variables for purposes of estimating fair value in addition to the closing price of the Company’s common stock on the date of grant: • Expected term of the option • Expected volatility • Expected dividends • Risk-free interest rate The Company utilizes its historical volatility data to determine expected volatility over the expected option term. The Company uses an expected term based on its historical data from stock option activity. The risk-free interest rate is based on the implied yield on U.S. Department of the Treasury zero-coupon bonds for periods commensurate with the expected term of the options. The dividend yield on the Company’s common stock is estimated to be zero as the Company has not declared or paid any dividends since inception, nor does it have any intention to do so in the foreseeable future. The Company records forfeitures as they occur rather than estimating forfeitures during each period. Cash and Cash Equivalents All highly-liquid investments with maturities of 90 days or less when purchased are considered cash equivalents. Cash equivalents include corporate debt securities, asset backed securities and money market funds. As of December 31, 2020, the carrying value of money market funds was $51.8 million and commercial paper was $6.5 million and as of December 31, 2019, the carrying value of money market funds was $28.5 million, all of which are included in cash and cash equivalents. The carrying values approximate fair value as of December 31, 2020 and 2019. Short-Term and Long-Term Investments Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper, corporate and government bonds, and other bonds issued in the U.S. (and denominated in the U.S. dollar) by foreign entities, all with maturities of greater than three months, but less than one year. Long-term investments consist of corporate and government agency bonds with maturities greater than one year. The Company evaluates the classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date, which includes an assessment of the intent to hold the available-for-sale securities. The Company’s investment policy sets minimum credit quality criteria and maximum maturity limits on its investments to provide for preservation of capital, liquidity and a reasonable rate of return. The Company classifies its investments as available-for-sale. Available-for-sale securities are recorded at fair value, based on current market valuations. Unrealized holding gains and losses on available-for-sale securities (except for credit losses) are excluded from net income (loss) and are reported as a separate component of accumulated other comprehensive income (loss) until realized. Realized gains and losses are included in interest income in the consolidated statements of operations and are derived using the specific identification method for determining the cost of the securities sold. The Company evaluates whether a credit loss exists, and in the event a credit loss does exist, the credit loss is recognized in the consolidated statements of operations, based on the amount that the fair value is less than the amortized cost. Inventories Inventories consist of finished goods held for sale and distribution, raw materials and work in process. Inventories are stated at the lower of cost, which includes amounts related to material, labor and overhead, or net realizable value, and is determined using the first-in, first-out (“FIFO”) method. The Company periodically reviews its inventory to identify obsolete, slow-moving, or otherwise unsalable inventories, and establishes allowances for situations in which the cost of the inventory is not expected to be recovered. Fixed Assets Fixed assets are recorded at cost, net of accumulated depreciation and amortization. The Company reviews its property, plant and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of fixed assets is provided over their estimated useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related remaining lease terms. Useful lives by asset category are as follows: Asset Category Useful Life Computer equipment and software 1 to 3 years Office furniture and equipment 5 years Manufacturing and laboratory equipment 5 to 10 years Asset Retirement Obligations The Company has contractual obligations stemming from certain of its lease agreements to return leased space to its original condition upon termination of such lease agreements. The Company records its asset retirement obligations, or ARO, along with a corresponding capital asset in an amount equal to the estimated fair value of the ARO, based on the present value of expected future cash flows. In subsequent periods, the Company records expense to accrete the ARO to its full value. Each ARO capital asset is depreciated over the depreciable term of the associated asset. Leases The Company recognizes right-of-use, or ROU, assets and lease liabilities at the commencement of its lease agreements. The leases are evaluated at commencement to determine whether they should be classified as operating or financing leases. Lease costs associated with operating leases are recognized on a straight-line basis, while lease costs for financing leases are recognized over the lease term using the effective interest method. The Company does not have any financing leases. The amount of ROU assets and lease liabilities to be recognized is impacted by the type of lease payments, the lease term and the incremental borrowing rate. Variable lease payments are not included at commencement and are recognized in the period in which they are incurred. The lease term is based on the contractual term and is adjusted for any renewal options or termination rights that are reasonably certain to be exercised. The incremental borrowing rate is based on the rate the Company estimates it would pay on a collateralized basis over a similar term in a similar economic environment. Acquisitions In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values, with some exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value can be determined, the asset or liability is recognized; if fair value is not determinable, then no asset or liability is recognized. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of the acquisition. Contingent Consideration Subsequent to an acquisition, the Company measures contingent consideration arrangements at fair value each period, with changes in fair value recognized in the consolidated statements of operations as acquisition-related charges. Changes in contingent consideration can result from changes in the assumed achievement and timing of estimated sales, costs of goods sold and regulatory approvals. In the absence of new information, changes in fair value reflect the passage of time towards achievement of the milestones, and are accreted to the period in which payments are expected to be made. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination and is not amortized, but is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. Intangible Assets Intangible assets with definite useful lives are amortized on a straight-line basis over their estimated useful lives and are recorded at cost, net of accumulated amortization. Equity Investments The Company holds two separate investments in equity securities, one with a readily determined fair value and one without a readily determinable fair value. In the fourth quarter of 2019, the equity investment then held became publicly traded and thereafter, has been recognized at its fair value at each reporting period with any unrealized holding gains (losses) included in other income (expense). The equity method investment without a readily determinable fair value is recognized at its cost less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for a similar investment. Impairment of Long-Lived Assets Management reviews long-lived assets, including fixed assets and intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Convertible Debt Transactions The Company separately accounts for the liability and equity components of convertible debt instruments by allocating the proceeds from the issuance between the liability component and the embedded conversion option, or equity component. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the initial proceeds from the convertible debt issuance and the fair value of the liability component is recorded as the carrying amount of the equity component. The Company recognizes the amortization of the resulting discount as part of interest expense in its consolidated statements of operations. Upon settlement of the convertible debt, the liability component is measured at fair value. The Company allocates a portion of the fair value of the total settlement consideration transferred to the extinguishment of the liability component equal to the fair value of that component immediately prior to the settlement. Any difference between the consideration attributed to the liability component and the net carrying amount of the liability component, including any unamortized debt issuance costs and debt discount, is recognized as a gain or loss in the consolidated statements of operations. Any remaining consideration is allocated to the retirement of the equity component and is recognized as a reduction of additional paid-in capital. Per Share Data Basic net income (loss) per common share is computed by dividing net income (loss) available (attributable) to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) available (attributable) to common stockholders as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock outstanding during the period. Potential common shares include the shares of common stock issuable upon the exercise of outstanding stock options, the RSUs expected to vest, the shares to be purchased under the Company’s employee stock purchase plan (using the treasury stock method), and the excess conversion value on the Company’s convertible senior notes. Foreign Currency Translation The balance sheet accounts of foreign subsidiaries with functional currencies other than the U.S. Dollar are translated using the exchange rate at each respective balance sheet date. Revenues and expenses are translated using average exchange rates for each calendar month during the year. Translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in the consolidated financial statements. Segment Reporting The Company is managed and operated as a single business focused on the development, manufacture, marketing, distribution and sale of non-opioid pain management and regenerative health solutions. The Company is managed by a single management team, and, consistent with its organizational structure, the Chief Executive Officer manages and allocates resources at a consolidated level. Accordingly, the Company views its business as one reportable operating segment to evaluate performance, allocate resources, set operational targets and forecast its future financial results. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 and there were no credit losses recognized upon adoption. 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 consolidated financial statements for the year ended December 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 have been applied prospectively to implementation costs incurred after the date of adoption. The Company did not incur implementation costs in a hosting arrangement that were required to be capitalized during the year ended December 31, 2020. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which was adopted by the Company on January 1, 2019 using the effective date method. There were practical expedients available to the Company that it elected to apply upon adoption. The Company did not re-assess (i) whether its contracts contained a lease under the new definition of a lease and (ii) the classification of those leases. There were no initial direct costs previously capitalized on the consolidated balance sheet. In addition, the Company applied hindsight in the determination of the lease terms, in the assessment of the likelihood that a lease renewal, termination or purchase option will be exercised, and in the assessment of any potential impairments that existed on the ROU assets recognized at adoption. The Company also elected not to recognize a ROU asset and lease liability for those leases with a remaining lease term of 12 months or less. At adoption, the Company recorded $36.5 million of lease liabilities and $27.6 million of ROU assets as of January 1, 2019, the difference representing previously recorded lease-related assets and liabilities. There was a cumulative-effect adjustment to accumulated deficit of $0.2 million upon adoption. In May 2014, the FASB, issued ASU 2014-09, Revenue from Contracts with Customers . The Company adopted this standard on January 1, 2018 using the modified retrospective method and recorded a cumulative effect adjustment of $1.4 million to accumulated deficit upon adoption—the impact related to the acceleration of $1.0 million of deferred revenue and $0.4 million of royalties. The implementation of Accounting Standards Codification, or ASC, 606 did not have a material impact on the Company’s consolidated statements of operations because the timing of revenue recognition for EXPAREL product sales did not change. Refer to Note 4, Revenue , for further information on the Company’s revenue. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligned accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. The Company adopted ASU 2018-07 in June 2018 and recorded a cumulative effect adjustment of less than $0.1 million to accumulated deficit upon adoption. Recent Accounting Pronouncements Not Adopted as of December 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 allocations, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, the Company would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard became effective for the Company January 1, 2021 and the Company does not anticipate any material impact to its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40), which limits the number of convertible instruments that require separate accounting to (i) those with embedded conversion features that are not clearly and closely related to the debt, that meet the definition of a derivative, and that do not qualify for the scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid in capital. In addition, the new guidance requires diluted earnings per share calculations to be prepared using the if-converted method, instead of the treasury stock method. The guidance must be applied in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted no earlier than for fiscal years beginning after December 15, 2020. The Company has the option to adopt the new guidance using a modified retrospective method of transition, which would then be applied to transactions outstanding at the time of adoption, or the full retrospective method. The Company is evaluating the impact from the adoption of ASU 2020-06 on its consolidated financial statements. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 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. To date, there has been no revenue from the sales of EXPAREL or iovera° in the E.U. 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, namely hospitals, ambulatory surgery centers and healthcare provider offices. EXPAREL is delivered directly to the end-user without the wholesaler ever taking physical possession of the product. Product revenue is recognized when control of the promised goods are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods. EXPAREL revenue is recorded at the time the product is delivered to the end-user. Revenues from sales of products are recorded net of returns allowances, prompt payment discounts, wholesaler service fees, volume rebates and chargebacks. These reserves are based on estimates of the amounts earned or to be claimed on the related sales. These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of the sale, using the most likely amount method, except for returns, which is based on the expected value method. The Company includes these estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. The calculation of some of these items requires management to make estimates based on sales data, historical return data, contracts and other related information that may become known in the future. The adequacy of these provisions is reviewed on a quarterly basis. The following table provides a summary of activity with respect to the Company’s sales related allowances and accruals related to EXPAREL for the years ended December 31, 2020, 2019 and 2018 (in thousands): Returns Allowances Prompt Payment Discounts Wholesaler Service Fees Volume Rebates and Chargebacks Total Balance at December 31, 2017 $ 821 $ 657 $ 839 $ 696 $ 3,013 Provision 680 6,802 5,194 6,645 19,321 Payments/Adjustments (1,157) (6,680) (4,866) (6,331) (19,034) Balance at December 31, 2018 344 779 1,167 1,010 3,300 Provision 783 8,426 6,267 11,475 26,951 Payments/Adjustments (587) (8,243) (5,948) (10,669) (25,447) Balance at December 31, 2019 540 962 1,486 1,816 4,804 Provision 794 8,541 6,437 12,345 28,117 Payments/Adjustments (311) (8,496) (6,755) (12,561) (28,123) Balance at December 31, 2020 $ 1,023 $ 1,007 $ 1,168 $ 1,600 $ 4,798 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 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): Year Ended December 31, 2020 2019 2018 Net product sales: EXPAREL / bupivacaine liposome injectable suspension $ 417,797 $ 411,030 $ 332,427 iovera° 8,817 7,896 — Total net product sales $ 426,614 $ 418,926 $ 332,427 |
MYOSCIENCE ACQUISITION (Notes)
MYOSCIENCE ACQUISITION (Notes) | 12 Months Ended |
Dec. 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, in 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 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 $58.0 million are available as of December 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 years ended December 31, 2020 and 2019, the Company made $15.0 million and $7.0 million of cash payments for the achievement of certain milestones, respectively. In 2020, the Company recorded an additional charge of $9.7 million relating to the achievement of a $10.0 million regulatory milestone. The milestone is payable in the second quarter of 2021. See Note 12, Financial Instruments , for information on the measurement and amounts recognized in the Company’s consolidated financial statements for contingent consideration. See Note 21, Commitments and Contingencies , for information on a dispute regarding the achievement of certain milestone payments. Unaudited Pro Forma Summary of Operations The following table shows the unaudited pro forma summary of operations for the year ended December 31, 2019 and 2018, as if the MyoScience Acquisition had occurred on January 1, 2018. 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): Year Ended December 31, 2019 2018 Total revenues $ 423,475 $ 342,735 Net loss $ (16,200) $ (25,696) Pro forma basic and diluted net loss per share $ (0.39) $ (0.63) 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, including certain stock-based compensation and other compensation expenses related to the acquisition; • Removal of the income tax benefit resulting from the Company decreasing its existing valuation allowance on deferred tax assets and the income tax expense resulting from a 338(g) election recognized in the year ended December 31, 2019; • Removal of MyoScience’s loss on extinguishment of debt and warrant expense in the year ended December 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 | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventories, net are as follows (in thousands): December 31, 2020 2019 Raw materials $ 26,886 $ 20,019 Work-in-process 16,266 14,407 Finished goods 21,498 23,870 Total $ 64,650 $ 58,296 In December 2019, the Company’s contract manufacturer experienced a media fill failure, as part of its routine aseptic manufacturing requalification program, and an investigation was completed in April 2020. Based on the results of the investigation, the Company determined that no inventory reserves were required related to the media fill failure, and that all inventory in question had been determined to be sellable. The Company resumed production on this manufacturing line in May 2020. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | FIXED ASSETS Fixed assets, net, summarized by major category, consist of the following (in thousands): December 31, 2020 2019 Machinery and equipment $ 74,966 $ 70,078 Leasehold improvements 54,434 60,441 Computer equipment and software 12,170 8,942 Office furniture and equipment 2,387 1,882 Construction in progress 71,091 38,778 Total 215,048 180,121 Less: accumulated depreciation (78,360) (75,440) Fixed assets, net $ 136,688 $ 104,681 For information on useful lives by asset category, refer to Note 2, Summary of Significant Accounting Policies . Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $12.0 million, $14.0 million and $13.2 million, respectively. During the years ended December 31, 2020, 2019 and 2018, the Company capitalized interest of $2.4 million, less than $0.1 million and $0.7 million, respectively. As of December 31, 2020 and 2019, total fixed assets, net, includes leasehold improvements and manufacturing process equipment located in Europe in the amount of $67.5 million and $64.8 million, respectively. As of December 31, 2020 and 2019, the Company had AROs of $2.0 million and $2.5 million, respectively, included in accrued expenses and other liabilities on its consolidated balance sheet, for costs associated with returning leased space to its original condition upon the termination of certain lease agreements. The decrease of $0.5 million for the year ended December 31, 2020 was primarily due to exiting two facilities at the Company’s Science Center Campus in San Diego, California. Accretion expense was less than $0.1 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively. |
LEASES - (Notes)
LEASES - (Notes) | 12 Months Ended |
Dec. 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 up to 9.7 years, some of which provide renewal options at the then-current market value. The Company also has an embedded lease with Thermo Fisher Scientific Pharma Services, or Thermo Fisher (formerly Patheon UK Limited), for the use of their manufacturing facility in Swindon, England. A portion of the associated monthly base fees has been allocated to the lease component based on a relative fair value basis. The operating lease costs for the facilities include lease and non-lease components, such as common area maintenance and other common operating expenses, along with executory costs such as insurance and real estate taxes. Total operating lease costs are as follows (in thousands): Year Ended December 31, Operating Lease Costs 2020 2019 2018 Fixed lease costs $ 10,055 $ 6,225 $ 7,236 Variable lease costs 2,096 1,651 1,761 Total $ 12,151 $ 7,876 $ 8,997 Supplemental cash flow information related to operating leases is as follows (in thousands): Year Ended December 31, 2020 2019 Cash paid for operating lease liabilities, net of lease incentive $ 14,347 $ 7,346 Right-of-use assets recorded in exchange for lease obligations $ 42,191 $ 41,605 The Company has elected to net the amortization of the ROU asset and the reduction of the lease liability principal in other liabilities in the consolidated statement of cash flows. The Company has measured its operating lease liabilities at an estimated discount rate at which it could borrow on a collateralized basis over the remaining term for each operating lease. The weighted average remaining lease term and the weighted average discount rate are summarized as follows: December 31, 2020 2019 Weighted average remaining lease term 9.18 years 9.38 years Weighted average discount rate 6.87% 7.55% As of December 31, 2020, maturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Payments Due 2021 $ 12,527 2022 10,423 2023 10,697 2024 10,980 2025 11,271 2026 through 2030 50,801 Total lease payments 106,699 Less: imputed interest (28,249) Total operating lease liabilities $ 78,450 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The Company’s goodwill results from the acquisition of Pacira Pharmaceuticals, Inc. from SkyePharma Holding, Inc. (now a subsidiary of Vectura Group plc), or Skyepharma in 2007 (the “Skyepharma Acquisition”), and the MyoScience Acquisition in 2019. The change in the carrying value of the Company’s goodwill is summarized as follows (in thousands): Carrying Value Balance at December 31, 2018 $ 62,040 Goodwill arising from the MyoScience Acquisition 37,507 Balance at December 31, 2019 99,547 2020 accumulated adjustments — Balance at December 31, 2020 $ 99,547 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 date of acquisition. In connection with the Skyepharma Acquisition, the Company agreed to certain milestone payments for DepoBupivacaine products, including EXPAREL. As of December 31, 2020, the remaining milestone payments include: $4.0 million upon the first commercial sale in the United Kingdom, France, Germany, Italy or Spain; and $32.0 million when annual net sales collected reach $500.0 million (measured on a rolling quarterly basis). Any remaining milestone payments will be treated as additional costs of the Skyepharma Acquisition and, therefore, recorded as goodwill if and when each contingency is resolved. As part of the Skyepharma Acquisition, the Company agreed to pay certain earn-out payments based on a percentage of net sales of DepoBupivacaine products collected, including EXPAREL, for the term during which such sales were covered by a valid claim in certain patent rights related to EXPAREL and other biologics products. The last patents for which a valid claim existed had expired on September 18, 2018. The Company made a tax election that allows the acquired goodwill and intangible assets associated with the MyoScience Acquisition to be tax deductible. Intangible Assets Intangible assets, net, consist of the developed technology and customer relationships that were acquired in the MyoScience Acquisition and are summarized as follows (in thousands): Estimated December 31, 2020 2019 Developed technology 14 years $ 110,000 $ 110,000 Customer relationships 10 years 90 90 Total intangible assets 110,090 110,090 Less: accumulated amortization (13,569) (5,703) Intangible assets, net $ 96,521 $ 104,387 Amortization expense on intangible assets for the years ended December 31, 2020 and 2019 were $7.9 million and $5.7 million, respectively. Assuming no changes in the gross carrying amount of these intangible assets, the future amortization expense on these intangible assets will be $7.9 million annually through 2032 and $2.2 million in 2033. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): December 31, 2020 2019 Accrued selling, general and administrative expenses $ 23,288 $ 21,695 Accrued research and development expenses 6,682 6,562 Other accrued operating expenses 11,196 12,955 Compensation and benefits 22,202 22,258 Accrued royalties 3,040 2,883 Accrued interest 2,376 2,048 Product returns and wholesaler service fees 2,190 2,026 Total $ 70,974 $ 70,427 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Convertible Senior Notes Due 2025 On July 10, 2020, the Company completed a private placement of $402.5 million in aggregate principal amount of its 0.750% convertible senior notes due 2025, or 2025 Notes, and entered into an indenture, or 2025 Indenture, with respect to the 2025 Notes. The 2025 Notes accrue interest at a fixed rate of 0.750% per year, payable semiannually in arrears on February 1 st and August 1 st of each year, beginning on February 1, 2021. The 2025 Notes mature on August 1, 2025. The total debt composition of the 2025 Notes is as follows (in thousands): December 31, 2020 0.750% convertible senior notes due 2025 $ 402,500 Deferred financing costs (8,940) Discount on debt (80,530) Total debt, net of debt discount and deferred financing costs $ 313,030 The net proceeds from the issuance of the 2025 Notes was approximately $390.0 million, after deducting commissions and the offering expenses paid by the Company. A portion of the net proceeds from the 2025 Notes was used by the Company to repurchase $185.0 million in aggregate principal amount of its outstanding 2.375% convertible senior notes due 2022 in privately-negotiated transactions for a total of $211.1 million of cash (including accrued interest). Holders may convert the 2025 Notes at any time prior to the close of business on the business day immediately preceding February 3, 2025, only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period immediately after any five consecutive trading day period (the ‘‘measurement period’’) in which the trading price (as defined in the 2025 Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets; or (iv) if the Company calls the 2025 Notes for redemption, until the close of business on the business day immediately preceding the redemption date. On or after February 3, 2025, until the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders may convert their 2025 Notes at any time. None of these conditions for conversion were met during the quarter ended December 31, 2020. Upon conversion, holders will receive the principal amount of their 2025 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 40 consecutive trading days during the observation period (as more fully described in the 2025 Indenture). For both the principal and excess conversion value, holders may receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option. The initial conversion rate for the 2025 Notes is 13.9324 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $71.78 per share of the Company’s common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The initial conversion price of the 2025 Notes represents a premium of approximately 32.5% to the closing sale price of $54.17 per share of the Company’s common stock on the Nasdaq Global Select Market on July 7, 2020, the date that the Company priced the private offering of the 2025 Notes. As of December 31, 2020, the 2025 Notes had a market price of $1,116 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 further stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2025 Notes will be paid pursuant to the terms of the 2025 Indenture. In the event that all of the 2025 Notes are converted, the Company would be required to repay the $402.5 million in principal value and any conversion premium in any combination of cash and shares of its common stock (at the Company’s option). Prior to August 1, 2023, the Company may not redeem the 2025 Notes. On or after August 1, 2023 (but, in the case of a redemption of less than all of the outstanding 2025 Notes, no later than the 40 th scheduled trading day immediately before the maturity date), the Company may redeem for cash all or part of the 2025 Notes if the last reported sale price (as defined in the 2025 Indenture) of the Company’s common stock has been at least 130% of the conversion price then in effect for (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of redemption and (ii) the trading day immediately before the date the Company sends such notice. The redemption price will equal the sum of (i) 100% of the principal amount of the 2025 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. In addition, calling the 2025 Notes for redemption will constitute a “make-whole fundamental change” (as defined in the 2025 Indenture) and will, in certain circumstances, increase the conversion rate applicable to the conversion of such notes if it is converted in connection with the redemption. No sinking fund is provided for the 2025 Notes. If the Company undergoes a fundamental change, as defined in the 2025 Indenture, subject to certain conditions, holders of the 2025 Notes may require the Company to repurchase for cash all or part of their 2025 Notes at a repurchase price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a “make-whole fundamental change” (as defined in the 2025 Indenture) occurs prior to August 1, 2025, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with the make-whole fundamental change. The 2025 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of its indebtedness that is expressly subordinated in right of payment to the 2025 Notes, and equal in right of payment to the Company’s unsecured indebtedness. The 2025 Notes are also effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to any debt or other liabilities (including trade payables) of the Company’s subsidiaries. While the 2025 Notes are currently classified on the Company’s consolidated balance sheet at December 31, 2020 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods. In the event that the holders of the 2025 Notes have the election to convert the 2025 Notes at any time during the prescribed measurement period, the 2025 Notes would then be considered a current obligation and classified as such. Under ASC 470-20, Debt with Conversion and Other Options , an entity must separately account for the liability and equity components of convertible debt instruments (such as the 2025 Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The liability component of the instrument is valued in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. The initial carrying value of the liability component of $314.7 million was calculated using a 5.78% assumed borrowing rate. The equity component of $87.8 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2025 Notes and is recorded in additional paid-in capital on the consolidated balance sheet at the issuance date. The equity component is treated as a discount on the liability component of the 2025 Notes, which is amortized over the five-year term of the 2025 Notes using the effective interest rate method. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. A deferred tax liability was recognized in the amount of $20.5 million, with the offsetting amount recorded in additional paid-in capital. See Note 16, Income Taxes , for information regarding the Company’s deferred taxes. The Company allocated the total transaction costs of approximately $12.5 million related to the issuance of the 2025 Notes to the liability and equity components of the 2025 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five-year term of the 2025 Notes, and transaction costs attributable to the equity component totaling $2.7 million are netted with the equity component in stockholders’ equity. The 2025 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The 2025 Indenture contains customary events of default with respect to the 2025 Notes, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the 2025 Notes will automatically become due and payable. Convertible Senior Notes Due 2022 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. As discussed above, in July 2020, the Company used part of the net proceeds from the issuance of the 2025 Notes to repurchase $185.0 million aggregate principal amount of the 2022 Notes in privately-negotiated transactions for an aggregate of $211.1 million in cash (including accrued interest). The partial repurchase of the 2022 Notes resulted in an $8.1 million loss on early extinguishment of debt. The total debt composition of the 2022 Notes is as follows (in thousands): December 31, 2020 2019 2.375% convertible senior notes due 2022 $ 160,000 $ 345,000 Deferred financing costs (1,089) (4,143) Discount on debt (9,263) (34,812) Total debt, net of debt discount and deferred financing costs $ 149,648 $ 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 or equal to 130% of the conversion price than applicable for at least 20 out of the last 30 consecutive trading days of the quarter. During the year ended December 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 December 31, 2020, the 2022 Notes had a market price of $1,144 per $1,000 principal amount. In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2022 Notes will be paid pursuant to the terms of the 2022 Indenture. In the event that all of the 2022 Notes are settled, the Company would be required to repay the remaining $160.0 million in principal value 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 trading days prior to the date on which the Company provides notice of redemption. This condition was not met during the quarter ended December 31, 2020. The redemption price will equal the sum of (i) 100% of the principal amount of the 2022 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. In addition, calling the 2022 Notes for redemption will constitute a “make-whole fundamental change” (as defined in the 2022 Indenture) and will, in certain circumstances, increase the conversion rate applicable to the conversion of such notes if it is converted in connection with the redemption. No sinking fund is provided for the 2022 Notes. If the Company undergoes a fundamental change, as defined in the 2022 Indenture, subject to certain conditions, holders of the 2022 Notes may require the Company to repurchase for cash all or part of their 2022 Notes at a repurchase price equal to 100% of the principal amount of the 2022 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a “make-whole fundamental change” (as defined in the 2022 Indenture) occurs prior to April 1, 2022, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with the make-whole fundamental change. The 2022 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of its indebtedness that is expressly subordinated in right of payment to the 2022 Notes, and equal in right of payment to the Company’s unsecured indebtedness. The 2022 Notes are also effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to any debt or other liabilities (trade payables) of the Company’s subsidiaries. The 2022 Notes are currently classified on the Company’s consolidated balance sheet at December 31, 2020 as short-term debt. The future convertibility of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods. The holders of the 2022 Notes have the right to convert the 2022 Notes at any time on or after October 1, 2021, until the close of business on the second scheduled trading day immediately preceding April 1, 2022. Therefore, the 2022 Notes are considered a current obligation to the Company. Under ASC 470-20, Debt with Conversion and Other Options , an entity must separately account for the liability and equity components of convertible debt instruments (such as the 2022 Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The liability component of the instrument is valued in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. The initial carrying value of the liability component of $274.1 million was calculated using a 7.45% assumed borrowing rate. The equity component of $70.9 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2022 Notes and was recorded in additional paid-in capital on the consolidated balance sheet at the issuance date. That equity component is treated as a discount on the liability component of the 2022 Notes, which is amortized over the five-year term of the 2022 Notes using the effective interest rate method. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The Company allocated the total transaction costs of $11.0 million related to the issuance of the 2022 Notes to the liability and equity components of the 2022 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five-year term of the 2022 Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity. The 2022 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. The 2022 Indenture contains customary events of default with respect to the 2022 Notes, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the 2022 Notes will automatically become due and payable. Interest Expense The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands): Year Ended December 31, 2020 2019 2018 Contractual and other interest expense $ 7,650 $ 8,195 $ 8,205 Amortization of debt issuance costs 2,156 1,707 1,634 Amortization of debt discount 18,254 13,746 12,799 Capitalized interest (Note 7) (2,389) (20) (689) Total $ 25,671 $ 23,628 $ 21,949 Effective interest rate on convertible senior notes 7.15 % 7.81 % 7.81 % |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 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 with a readily determinable fair value is calculated utilizing market quotations from a major American stock exchange (Level 1). The fair value of the Company’s convertible senior notes are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2). The fair value of the Company’s acquisition-related contingent consideration is reported at fair value on a recurring basis (Level 3). The carrying amount of the investment without a readily determinable fair value has not been adjusted for either an impairment or upward or downward adjustments based on observable transactions. The carrying values and fair values of the Company’s financial assets and liabilities at December 31, 2020 are as follows (in thousands): Carrying Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis: Financial Asset: Equity investment with readily determinable fair value $ 11,642 $ 11,642 $ — $ — Financial Liabilities: Acquisition-related contingent consideration $ 28,346 $ — $ — $ 28,346 Financial Liabilities Measured at Amortized Cost: 2.375% convertible senior notes due 2022 (1) $ 149,648 $ — $ 183,000 $ — 0.750% convertible senior notes due 2025 (1) $ 313,030 $ — $ 449,039 $ — (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $59.84 per share at December 31, 2020 compared to a conversion price of $66.89 per share for the 2022 Notes and a conversion price of $71.78 for the 2025 Notes. Therefore, at December 31, 2020, the conversion prices were above the stock price. The maximum conversion premium that could have been due on the 2022 Notes and 2025 Notes at December 31, 2020 was approximately 2.4 million and 5.6 million shares of the Company’s common stock, respectively. These figures assume no increases in the conversion rate for certain corporate events. 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 $28.3 million and $38.1 million as of December 31, 2020 and 2019, respectively. Refer to Note 5, MyoScience Acquisition and Note 18, Acquisition-Related 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. For the years ended December 31, 2020 and 2019, the Company recognized $5.2 million and $16.7 million of charges, respectively, as a result of revisions to the probabilities of regulatory milestones being met and revisions to future projections, which have been included in acquisition-related charges in the consolidated statements of operations. The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation. These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones, estimated forecasts of revenue and costs and the discount rate used to calculate the present value of estimated future payments. Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts. At December 31, 2020, the weighted average discount rate was 4.2% and the weighted average probability of success for regulatory milestones was 60.8%. The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of December 31, 2020 Discount rates 4.12% to 4.22% Probabilities of payment for regulatory milestones 2.00% to 100.00% Projected years of payment for regulatory and commercial milestones 2021 to 2023 The maximum remaining potential payments related to the contingent consideration from the MyoScience Acquisition are $58.0 million as of December 31, 2020. The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Balance at December 31, 2019 $ 38,142 Fair value adjustments and accretion 5,204 Payments made (15,000) Balance at December 31, 2020 $ 28,346 Investments Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate and government bonds with maturities greater than three months, but less than one year. Long-term investments consist of asset-backed securities collateralized by credit card receivables and corporate and government bonds with maturities greater than one year but less than three years. Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term and long-term investments are reported in other comprehensive income (loss). At December 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 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 December 31, 2020 and 2019 (in thousands): December 31, 2020 Investments: Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,918 $ 98 $ — $ 35,016 Commercial paper 221,494 36 (18) 221,512 Corporate bonds 120,375 179 (11) 120,543 U.S. Government bonds 44,629 7 (2) 44,634 Subtotal 421,416 320 (31) 421,705 Long-term: U.S. Government bonds 95,429 30 — 95,459 Subtotal 95,429 30 — 95,459 Total $ 516,845 $ 350 $ (31) $ 517,164 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 December 31, 2020, there were no investments available for sale that were materially less than their amortized cost. The Company elects to recognize its interest receivable separate from its available-for-sale investments. At December 31, 2020 and December 31, 2019, the interest receivable recognized in prepaid expenses and other current assets was $1.6 million and $1.4 million, respectively. Equity Investments At December 31, 2020 and 2019, the Company held an equity investment in TELA Bio, Inc., or TELA Bio, in its consolidated balance sheets in the amounts of $11.6 million and $10.0 million, respectively. During the year ended December 31, 2020, the fair value of this publicly traded investment increased by $1.6 million which is recorded in other, net in the consolidated statement of operations. During the year ended December 31, 2019, the Company made an additional cash investment of $1.6 million in TELA Bio and received a non-cash stock dividend in the amount of $2.5 million. During 2019, the Company also recognized an impairment loss of $5.7 million in other, net related to its investment in TELA Bio. The fair values of TELA Bio at December 31, 2020 and 2019 were based on Level 1 inputs. In 2020, the Company invested $1.2 million in GeneQuine Biotherapeutics GmbH, or GeneQuine, a privately held biopharmaceutical company headquartered in Hamburg, Germany. This investment has no readily determinable fair value and is recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments. In January 2021, the Company invested an additional $1.2 million in GeneQuine as a convertible note. The Company has the right to make an additional $4.9 million investment predicated upon GeneQuine achieving certain prespecified near-term milestones. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term and long-term investments and accounts receivable. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. Such amounts may exceed federally-insured limits. As of December 31, 2020, three wholesalers each accounted for over 10% of the Company’s accounts receivable at 36%, 28% and 23%. 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 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 December 31, 2020 and 2019, the Company did not deem any allowances for credit losses on its accounts receivable necessary. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue up to 250,000,000 shares of common stock, of which 43,636,929 and 41,908,148 were issued and outstanding at December 31, 2020 and 2019, respectively. Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock. No preferred stock was issued or outstanding at either December 31, 2020 or 2019. 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): Net Unrealized Balance at December 31, 2017 $ (454) Net unrealized gain on investments net of tax 174 Amounts reclassified from accumulated other comprehensive income (loss) — Balance at December 31, 2018 (280) Net unrealized gain on investments net of tax 602 Amounts reclassified from accumulated other comprehensive income (loss) — Balance at December 31, 2019 322 Net unrealized loss on investments net of tax (3) Foreign currency translation adjustments (1) Amounts reclassified from accumulated other comprehensive income (loss) — Balance at December 31, 2020 $ 318 |
STOCK PLANS
STOCK PLANS | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK PLANS | STOCK PLANS Stock Incentive Plans The Company’s amended and restated 2011 stock incentive plan, or 2011 Plan, was originally adopted by its board of directors and approved by its stockholders in June 2011 and was amended in June 2014, June 2016 and June 2019. The June 2019 amendment and approval by the Company’s stockholders increased the number of shares of common stock authorized for issuance as equity awards under the plan by 3,000,000 shares. The 2011 Plan allows the granting of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. In April 2014, the Company’s board of directors also adopted the 2014 Inducement Plan. All of the Company’s stock option grants have an exercise price equal to the closing price of the Company’s common stock on the date of grant, generally have a 10-year contractual term and vest in increments (typically over four years from the date of grant, although the Company may occasionally grant options with different vesting terms, including grants made to its non-employee directors). The Company also grants RSUs to employees and non-employee directors generally vesting in increments over four years from the date of grant except for such grants made to non-employee directors. The Company uses authorized and unissued shares of its common stock to satisfy its obligations under these plans. 2014 Employee Stock Purchase Plan The Company’s 2014 Employee Stock Purchase Plan, or ESPP, was adopted by its board of directors in April 2014 and approved by the Company’s stockholders in June 2014. The purpose of the ESPP is to provide a vehicle for eligible employees to purchase shares of the Company’s common stock at a discounted price and to help retain and motivate current employees as well as attract new talent. Under the ESPP, up to 500,000 shares of common stock may be sold. The plan expires in June 2024. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code, or IRC. The maximum fair market value of stock which can be purchased by a participant in a calendar year is $25,000. Six-month offering periods begin on January 1 and July 1 of each year. During an offering period, eligible employees have the opportunity to elect to purchase shares of the Company’s common stock on the purchase dates of June 30 and December 31 (or the last trading day of an offering period). The per share purchase price will be equal to the lesser of 85% of the fair market value of the Company’s common stock on either the offering date or the purchase date. During the year ended December 31, 2020, 61,585 shares were purchased and issued through the ESPP. The following tables contain information about the Company’s stock incentive plans at December 31, 2020: Stock Incentive Plan Awards Reserved For Issuance Awards Awards Available For Grant 2011 Plan 12,931,701 11,569,813 1,361,888 2014 Inducement Plan 175,000 36,576 138,424 Total 13,106,701 11,606,389 1,500,312 Employee Stock Purchase Plan Shares Reserved Shares Shares Available 2014 ESPP 500,000 353,566 146,434 Stock-Based Compensation Compensation expense for stock options and RSUs is based on the estimated grant date fair value of an award recognized over the requisite service period on a straight-line expense attribution method. Compensation expense for ESPP share options is based on the estimated grant date fair value of the ESPP shares and the grant date number of shares that can be purchased, which is recognized as expense over the length of an offering period. The Company recognized stock-based compensation expense in its consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of goods sold $ 5,589 $ 4,665 $ 4,478 Research and development 5,211 5,114 3,934 Selling, general and administrative 29,120 23,871 23,313 Total $ 39,920 $ 33,650 $ 31,725 Stock-based compensation from: Stock options $ 26,749 $ 23,360 $ 22,643 RSUs 12,266 9,511 8,371 ESPP 905 779 711 Total $ 39,920 $ 33,650 $ 31,725 Related income tax benefit $ 8,578 $ — $ — The following table summarizes the Company’s stock option activity and related information for the period from December 31, 2017 to December 31, 2020: Number of Weighted Weighted Average Aggregate Outstanding at December 31, 2017 4,951,493 $ 43.51 6.91 $ 57,021 Granted 1,994,332 39.35 Exercised (332,732) 21.55 $ 7,418 Forfeited (481,126) 42.30 Expired (409,149) 68.01 Outstanding at December 31, 2018 5,722,818 41.69 7.07 $ 49,166 Granted 1,872,758 42.75 Exercised (425,495) 19.90 $ 9,441 Forfeited (286,779) 39.22 Expired (176,924) 63.33 Outstanding at December 31, 2019 6,706,378 42.80 7.05 $ 50,652 Granted 1,502,803 47.50 Exercised (1,428,111) 31.67 $ 34,227 Forfeited (426,925) 42.08 Expired (119,027) 71.71 Outstanding at December 31, 2020 6,235,118 $ 45.98 6.97 $ 102,955 Exercisable at December 31, 2020 3,315,863 $ 47.24 5.45 $ 58,308 Vested and expected to vest at December 31, 2020 6,235,118 $ 45.98 6.97 $ 102,955 As of December 31, 2020, $55.6 million of total unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted average period of 2.7 years. The Company’s stock options have a maximum expiration date of ten years from the date of grant. The weighted average fair value of stock options granted for the years ended December 31, 2020, 2019 and 2018 was $22.40, $20.92 and $19.34 per share, respectively. The fair values of stock options granted were estimated using the Black-Scholes model with the following weighted average assumptions: Year Ended December 31, Black-Scholes Weighted Average Assumption 2020 2019 2018 Expected dividend yield None None None Risk-free interest rate 0.22% - 1.60% 1.33% - 2.54% 2.26% - 3.05% Expected volatility 53.5% 53.9% 53.3% Expected term of options 5.36 years 5.22 years 5.14 years The following table summarizes the Company’s RSU activity and related information for the period from December 31, 2017 to December 31, 2020: Number Weighted Aggregate Unvested at December 31, 2017 499,546 $ 47.32 $ 22,804 Granted 331,129 38.36 Vested (156,450) 49.59 Forfeited (96,261) 43.92 Unvested at December 31, 2018 577,964 42.14 $ 24,864 Granted 305,418 43.56 Vested (192,760) 45.55 Forfeited (59,481) 41.22 Unvested at December 31, 2019 631,141 41.87 $ 28,591 Granted 665,476 48.70 Vested (239,085) 41.91 Forfeited (100,079) 44.43 Unvested and expected to vest at December 31, 2020 957,453 $ 46.34 $ 57,294 As of December 31, 2020, $36.2 million of total unrecognized compensation cost related to non-vested RSUs is expected to be recognized over a weighted average period of 3.1 years. The Company’s RSUs have a maximum vest date of four years from the date of grant. The fair values of RSUs awarded are equal to the closing price of the Company’s common stock on the date of grant. The fair values of the ESPP share options granted were estimated using the Black-Scholes model with the following weighted average assumptions: Year Ended December 31, Black-Scholes Weighted Average Assumption 2020 2019 2018 ESPP share option fair value $11.02 - $17.54 $11.13 - $11.36 $10.40 - $13.15 Expected dividend yield None None None Risk-free interest rate 0.14% - 1.57% 2.10% - 2.56% 1.53% - 2.14% Expected volatility 44.9% 40.2% 52.2% Expected term of ESPP share options 6 months 6 months 6 months |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Potential common shares are excluded from the diluted net income (loss) per share computation to the extent that they would be antidilutive. Because the Company reported a net loss for the years ended December 31, 2019 and 2018, no potentially dilutive securities have been included in the computation of diluted net loss per share for those periods. As discussed in Note 11, Debt , the Company has the option to pay cash for the aggregate principal amount due upon the conversion of its 2022 Notes and 2025 Notes. Since it is the Company’s intent to settle the principal amount of its 2022 Notes and 2025 Notes in cash, the potentially dilutive effect of such notes on net income (loss) per share is computed under the treasury stock method. ASU 2020-06 will require the Company to use the if-converted method upon adoption; this new accounting pronouncement has not been adopted as of December 31, 2020. The following table sets forth the computation of basic and diluted net income (loss) per share for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) $ 145,523 $ (11,016) $ (471) Denominator: Weighted average shares of common stock outstanding—basic 42,671 41,513 40,911 Computation of diluted securities: Dilutive effect of stock options 783 — — Dilutive effect of RSUs 227 — — Dilutive effect of ESPP purchase options 1 — — Weighted average shares of common stock outstanding—diluted 43,682 41,513 40,911 Net income (loss) per share: Basic net income (loss) per common share $ 3.41 $ (0.27) $ (0.01) Diluted net income (loss) per common share $ 3.33 $ (0.27) $ (0.01) The following outstanding stock options, RSUs, and ESPP purchase options are antidilutive in the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 Weighted average number of stock options 4,237 6,404 5,492 Weighted average number of RSUs 99 606 542 Weighted average ESPP purchase options 16 34 31 Total 4,352 7,044 6,065 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (loss) before income taxes and the related tax (benefit) expense is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Income (loss) before income taxes: Domestic $ 17,000 $ (7,026) $ 5,169 Foreign 3,089 (3,722) (5,594) Total income (loss) before income taxes $ 20,089 $ (10,748) $ (425) Current taxes: Federal $ (6) $ — $ (96) State 1,185 2,096 142 Total current taxes $ 1,179 $ 2,096 $ 46 Deferred taxes: Federal $ (99,164) $ (1,828) $ — State (27,449) — — Total deferred taxes $ (126,613) $ (1,828) $ — Total income tax (benefit) expense $ (125,434) $ 268 $ 46 For the year ended December 31, 2020, the Company had an income tax benefit of $125.4 million primarily related to the release of a valuation allowance on its domestic net deferred assets. The income tax expense for the year ended December 31, 2019 consists primarily of state income taxes in jurisdictions where the availability of carryforward losses are either limited or fully utilized as well as state taxes on the one-time gain from the deemed sale of assets resulting from an IRC section 338(g) tax election made by the Company related to the MyoScience Acquisition. This was partially offset by a reduction in the Company’s valuation allowance on its deferred tax assets due to the MyoScience Acquisition. Income tax expense for the year ended December 31, 2018 is principally the result of minimum state taxes. A reconciliation of income taxes at the U.S. federal statutory rate to the provision for income taxes is as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory rate 21.00 % 21.00 % 21.00 % State taxes 3.15 % (7.33) % (24.84) % Foreign taxes 3.18 % (3.95) % (92.04) % Change in valuation allowance (647.87) % 19.76 % 369.27 % Stock-based compensation (1.08) % (10.53) % (874.29) % Tax credits (7.92) % 19.93 % 700.35 % Interest expense — % — % 218.47 % Effect of rate changes — % (0.42) % 13.44 % Convertible senior notes refinancing (5.22) % — % — % Nondeductible expenses 4.55 % (13.58) % (132.96) % Reserves 7.66 % (15.41) % (202.98) % 338(g) tax election — % (9.61) % — % Other (1.84) % (2.35) % (6.15) % Effective tax rate (624.39) % (2.49) % (10.73) % The Company’s effective tax rates of (624.39)%, (2.49)% and (10.73)% for the years ended December 31, 2020, 2019 and 2018, respectively, differed from the expected U.S. statutory tax rate of 21.0%. This difference for the year ended December 31, 2020 was primarily due to the release of the domestic valuation allowance of $126.6 million as discussed below. The difference for the years ended December 31, 2019 and 2018 was primarily driven by pretax losses for which the Company concluded that a majority of its tax benefits are not more-likely-than-not to be realized, resulting in the recording of a full valuation allowance. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. A full valuation allowance had been recorded against the Company’s net deferred tax balance as of December 31, 2019 because at that time it was more likely than not that its net deferred tax assets would not be realizable. At each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. During the year ended December 31, 2020, in part because in the current year the Company achieved three years of cumulative pretax income in the U.S. federal and state tax jurisdictions, and based on its most recent forecasts, the Company determined that there is sufficient positive evidence to conclude that it is more likely than not that additional domestic deferred taxes of $126.6 million are realizable and, therefore, reduced the valuation allowance accordingly. During the year ended December 31, 2020, the Company established a deferred tax liability of $20.5 million with an offset to additional paid-in capital resulting from the conversion feature of the 2025 Notes. The initial difference between the book value of convertible debt issued with a beneficial conversion feature and its tax basis is a temporary difference. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 66,123 $ 68,921 Federal and state credits 17,335 16,895 Depreciation and amortization 13,473 15,778 Accruals and reserves 7,254 8,767 Stock based compensation 21,862 23,187 Inventory 1,345 1,646 Other 2,138 2,022 Total deferred tax assets 129,530 137,216 Deferred tax liabilities: Discount on convertible senior notes (20,851) (8,125) Deferred tax assets, net of deferred tax liabilities 108,679 129,091 Less: valuation allowance (2,515) (129,091) Net deferred tax assets $ 106,164 $ — As of December 31, 2020, the Company’s federal net operating losses, or NOLs, and federal tax credit carryforwards totaled $243.5 million and $12.4 million, respectively. The Company also had state NOLs and state tax credit carryforwards of $165.8 million and $6.3 million, respectively, which are subject to change on an annual basis due to variations in the Company’s annual state apportionment factors. The Company had non-U.S. tax NOLs of $18.7 million at December 31, 2020. The existing federal and state NOLs will begin expiring in 2024, if the Company has not used them prior to that time. The non-U.S. NOLs do not expire. Since the Company had cumulative changes in ownership of more than 50% within a three-year period, under IRC sections 382 and 383, the Company’s ability to use certain net operating loss and credit carryforwards to offset taxable income or tax will be limited. Such ownership changes were triggered by the initial acquisition of the Company’s stock in 2007 as well as cumulative ownership changes arising as a result of the completion of the Company’s initial public offering and other financing transactions. As a result of these ownership changes, the Company estimates that approximately $88.4 million of federal net operating losses are subject to annual limitations. At December 31, 2020, $61.5 million of these federal net operating losses were available. The Company estimates that an additional $10.3 million will come available in each of 2021 and 2022, $3.5 million in 2023 and $1.4 million in each of 2024 and 2025. In addition, California and certain states have previously suspended or limited the use of NOL carryforwards for certain taxable years, and certain states are considering similar future measures. As a result, the Company may incur higher state income tax expense in the future. In accordance with ASC Topic 740, the Company establishes a valuation allowance for deferred tax assets that, in its judgment, are not more-likely-than-not realizable. These judgments are based on projections of future income, including tax-planning strategies, by individual tax jurisdictions. In each reporting period, the Company assesses the likelihood that its deferred tax assets will be realized and determines if adjustments to its valuation allowance are appropriate. The Company had a net decrease in its valuation allowance of $126.6 million and an increase of $7.0 million for the years ended December 31, 2020 and December 31, 2019, respectively. During the year ended December 31, 2020, the Company determined that there is sufficient positive evidence to conclude that it is more likely than not that additional domestic deferred taxes of $126.6 million are realizable and, therefore, reduced the valuation allowance accordingly. The net increase in the Company’s valuation allowance for the year ended December 31, 2019 included a reduction of $1.8 million as a result of the MyoScience Acquisition. In 2020, the Company recorded a reserve of $1.5 million related to unrecognized tax benefits, or UTBs, which relate to tax positions taken during the year. The Company’s UTB liability at December 31, 2020 was $6.1 million. The change in the Company’s UTBs in 2020 is summarized as follows (in thousands): Unrecognized Balance at December 31, 2019 $ 4,537 Additions for current year positions 1,539 Balance at December 31, 2020 $ 6,076 The Company regularly assesses the likelihood of additional tax assessments by jurisdiction and, if necessary, adjusts its reserve for UTBs based on new information or developments. Due to the Company’s tax credit carryforwards, the reserve was recorded as a reduction of the Company’s deferred tax assets, and any potential deficiency would not result in a tax liability. Therefore, no interest or penalties were recognized in income tax expense for the years ended December 31, 2020, 2019 and 2018. The Company is currently subject to audit by the U.S. Internal Revenue Service, or IRS, for the years 2017 through 2020, and state tax jurisdictions for the years 2016 through 2020. However, the IRS or states may still examine and adjust an NOL arising from a closed year to the extent it is utilized in a year that remains subject to audit. The Company’s previously filed income tax returns are not presently under audit by the IRS or state tax authorities. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS 401(k) Plan The Company’s 401(k) plan is a deferred salary arrangement under section 401(k) of the IRC. Under the 401(k) plan, participating U.S. employees may defer a portion of their pre-tax earnings which are eligible for a discretionary percentage match as defined in the 401(k) plan and determined by the Company’s board of directors (up to the maximum amount permitted by the IRC). The Company recognized $2.9 million, $2.6 million and $1.6 million of related compensation expense for its 401(k) discretionary match for the years ended December 31, 2020, 2019 and 2018, respectively. Deferred Compensation Plan In June 2020, the Company’s board of directors adopted the Company’s Deferred Compensation Plan, or DCP. The Company intends that the DCP constitute, and be construed and administered as, an unfunded plan of deferred compensation within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the IRC of 1986, as amended, under which eligible participants may elect to defer the receipt of current compensation. Eligible participants include select management and highly compensated employees of the Company, including the Company’s named executive officers. Pursuant to the DCP, subject to any minimum and maximum deferral requirements that the administrator of the DCP may establish, participants may elect to defer their base salary and annual incentive awards. In addition to elective deferrals, the DCP permits the Company to make matching and certain other discretionary contributions to the participants. The Company recognized $0.2 million of related compensation expense for its DCP discretionary match for the year ended December 31, 2020. |
ACQUISITION-RELATED CHARGES AND
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET | ACQUISITION–RELATED CHARGES AND PRODUCT DISCONTINUATION, NET MyoScience Acquisition The Company recognized acquisition-related charges of $5.4 million and $21.6 million during the years ended December 31, 2020 and 2019, respectively, related to the MyoScience Acquisition. The acquisition-related charges reflect increases in the fair value of contingent consideration in the amount of $5.2 million and $16.7 million during the years ended December 31, 2020 and 2019, respectively. See Note 12, Financial Instruments , for information regarding the method and key assumptions used in the fair value measurements of contingent consideration. In addition, $0.2 million and $4.2 million of other acquisition-related charges for the years ended December 31, 2020 and 2019, which included advisory costs, including legal, financial, accounting and tax services, were incurred during the year ended December 31, 2019. During the year ended December 31, 2019, the Company incurred $0.7 million of separation costs, asset write-downs and other restructuring charges. The Company did not incur any acquisition-related charges in 2018. See Note 5, MyoScience Acquisition , for more information. In conjunction with the MyoScience Acquisition, the Company initiated a restructuring through a headcount reduction in the sales and administrative functions. In addition, the Company terminated a number of existing distributor agreements that were maintained by MyoScience. DepoCyt(e) Discontinuation The Company recorded a gain of $0.2 million during the year ended December 31, 2020, and charges of $0.2 million and $1.6 million in the years ended December 31, 2019 and 2018, respectively, related to the discontinuation of its DepoCyt(e) manufacturing activities in June 2017 due to persistent technical issues specific to the DepoCyt(e) manufacturing process. The lease of the idle DepoCyt(e) manufacturing facility expired in August 2020. In April 2018, the Company received formal notice of the termination of a Supply Agreement and a Distribution Agreement (and all related agreements as subsequently amended) from Mundipharma International Corporation Limited and Mundipharma Medical Company, respectively (collectively, “Mundipharma”). In November 2019, the Company reached a settlement with Mundipharma and made a $5.3 million payment related to the DepoCyt(e) discontinuation which had previously been accrued. Summary of Acquisition-Related Restructuring Activities and DepoCyt(e) Discontinuation Costs The Company’s acquisition-related restructuring activities and DepoCyt(e) discontinuation costs as of December 31, 2020 are summarized below (in thousands): Severance and Related Costs Lease Costs Write-off of Property, Plant & Equipment and Inventory AROs, Other Restructuring and Discontinuation Costs Total Balance at December 31, 2017 $ — $ 1,768 $ — $ 309 $ 2,077 Charges incurred — 1,513 — 51 1,564 Cash payments made — (1,311) — (91) (1,402) Balance sheet reclassifications — — — 13 13 Balance at December 31, 2018 — 1,970 — 282 2,252 Charges incurred 429 — 193 225 847 Cash payments made (348) — — (404) (752) Other, including non-cash activity — — (193) — (193) Balance sheet reclassifications — (1,970) — 455 (1,515) Balance at December 31, 2019 81 — — 558 639 Charges and other adjustments — — — (38) (38) Cash payments made (81) — — (501) (582) Balance at December 31, 2020 $ — $ — $ — $ 19 $ 19 |
COMMERCIAL PARTNERS AND OTHER A
COMMERCIAL PARTNERS AND OTHER AGREEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COMMERCIAL PARTNERS AND OTHER AGREEMENTS | COMMERCIAL PARTNERS AND OTHER AGREEMENTS Thermo Fisher Scientific Pharma Services In April 2014, the Company and Thermo Fisher entered into a Strategic Co-Production Agreement, a Technical Transfer and Service Agreement and a Manufacturing and Supply Agreement to collaborate in the manufacture of EXPAREL. Under the terms of the Technical Transfer and Service Agreement, Thermo Fisher agreed to undertake certain technical transfer activities and construction services needed to prepare its Swindon, England facility for the manufacture of EXPAREL in two dedicated manufacturing suites. The Company contracted to purchase EXPAREL from Thermo Fisher, beginning with FDA approval of the first suite, which occurred in May 2018. Commercial production began in February 2019. Under these agreements, the Company makes monthly base fee payments to Thermo Fisher. Unless earlier terminated by giving notice of up to three years (other than termination by the Company in the event of a material breach by Thermo Fisher), this agreement will expire in May 2028. DePuy Synthes Sales, Inc. In January 2017, the Company announced a Co-Promotion Agreement with DePuy Synthes Sales, Inc., or DePuy Synthes, part of the Johnson & Johnson family of companies, to market and promote the use of EXPAREL for orthopedic procedures in the U.S. DePuy Synthes field representatives, specializing in joint reconstruction, spine, sports medicine, trauma and cranio-maxillofacial (CMF) procedures, collaborate with and supplement the Company’s field teams by expanding the reach and frequency of EXPAREL education in the hospital surgical suite and ambulatory surgery center settings. In July 2020, the Company notified DePuy Synthes that the Co-Promotion Agreement would terminate on January 2, 2021. The Company has estimated termination-related costs of up to $9.0 million which have been recorded in selling, general and administrative expense during the year ended December 31, 2020. Aratana Therapeutics, Inc. In December 2012, the Company entered into a worldwide license, development and commercialization agreement with Aratana Therapeutics, Inc., a wholly owned subsidiary of Elanco Animal Health, Inc., or Aratana. Under the agreement, the Company granted Aratana an exclusive royalty-bearing license, including the limited right to grant sublicenses, for the development and commercialization of the Company’s bupivacaine liposome injectable suspension product for veterinary use. Under the agreement, Aratana developed and obtained FDA approval for the use of the product in veterinary surgery to manage postsurgical pain. The Company is eligible to receive from Aratana up to an aggregate of $40.0 million upon the achievement of commercial milestones. Aratana is required to pay the Company a tiered double-digit royalty on certain net sales made in the U.S. If the product is approved by foreign regulatory agencies for sale outside of the U.S., Aratana will be required to pay the Company a tiered double-digit royalty on such net sales. Royalty rates will be reduced by a certain percentage upon the entry of a generic competitor for animal health indications into certain jurisdictions or if Aratana must pay royalties to third parties under certain circumstances. Unless terminated earlier pursuant to its terms, the license agreement is effective until July 2033, after which Aratana has the option to extend the agreement for an additional five-year term, subject to certain requirements. Aratana began purchasing bupivacaine liposome injectable suspension product in 2016, which they market under the trade name NOCITA ® (a registered trademark of Aratana) for veterinary use. Nuance Biotech Co. Ltd. In June 2018, the Company entered into an agreement with Nuance Biotech Co. Ltd., or Nuance, a China-based specialty pharmaceutical company, to advance the development and commercialization of EXPAREL in China. Under the terms of the agreement, the Company agreed to be the sole supplier of EXPAREL to Nuance and has granted Nuance the exclusive rights to develop and commercialize EXPAREL in China. In June 2018, the Company recognized an upfront payment of $3.0 million since collaborative licensing revenue is recognized at the point in time when the license is provided and is not expected to substantively change. This payment was received in July 2018 and the Company is eligible to receive future milestone payments of up to $60.0 million that are triggered by filing for and securing regulatory approval(s) and annual sales in China exceeding certain thresholds. The Company is also entitled to tiered royalties as a percentage of net sales. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSIn April 2012, the Company entered into a consulting agreement with Dr. Gary Pace, a director of the Company. In connection with the consulting agreement, Dr. Pace received an option to purchase 20,000 shares of common stock at an exercise price of $11.02 per share and an option to purchase 70,000 shares of common stock at an exercise price of $16.67 per share. No services were provided under the consulting agreement in the years ended December 31, 2020, 2019, or 2018, and as of December 31, 2020 and 2019, there was nothing payable to Dr. Pace for consulting services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including those related to patents, product liability and government investigations. Except as described below, the Company is not presently a party to any legal proceedings that it believes to be material, and is not aware of any pending or threatened litigation against the Company which it believes could have a material adverse effect on its business, operating results, financial condition or cash flows. MyoScience Milestone Litigation In August 2020, the Company and its subsidiary, Pacira CryoTech, Inc. (“Pacira CryoTech”), filed a lawsuit in the Court of Chancery of the State of Delaware (the “Delaware Court”) against Fortis Advisors LLC (“Fortis”), solely in its capacity as representative for the former securityholders of MyoScience, and certain other defendants, seeking declaratory judgment with respect to certain terms of the merger agreement for the MyoScience Acquisition (the “Merger Agreement”), specifically related to the achievement of certain milestone payments under the Merger Agreement. In addition, the Company and Pacira CryoTech sought general, special and compensatory damages against the other defendants related to breach of fiduciary duties in connection with the purported achievement of milestone payments under the Merger Agreement, and breach of the Merger Agreement and certain other agreements with the defendants. In October 2020, Fortis filed an answer and counterclaim against the Company and Pacira CryoTech seeking to recover certain milestone payments under the Merger Agreement totaling $40.0 million, and attorneys’ fees. The Company believes that the counterclaim from Fortis is without merit and intends to vigorously defend against all claims. The Company is unable to predict the outcome of this action at this time. Department of Justice Inquiry Settlement 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 pertaining to marketing and promotional practices related to EXPAREL. In July 2020, the Company formally entered into settlement agreements that resolved all outstanding investigations and claims by the United States Department of Justice, the United States Department of Health and Human Services, various States Attorneys’ General and a private plaintiff. This agreement concluded a five-year investigation related to the sale and marketing of EXPAREL. Under the various settlement agreements, the Company paid a global settlement of $3.5 million, which was recorded in acquisition-related charges, product discontinuation and other in the consolidated financial statements for the year ended December 31, 2019. The Company expressly denies all allegations and contentions and has admitted no wrongdoing in connection with the settlement agreements. The Company has been given assurances that this concludes the investigation that originated from the U.S. Department of Justice subpoena in April 2015. Purchase Obligations The Company has approximately $24.5 million of minimum, non-cancelable contractual commitments for contract manufacturing services and $17.1 million of minimum, non-cancelable contractual commitments for the purchase of certain raw materials as of December 31, 2020. Other Commitments and Contingencies The FDA, as a condition of EXPAREL approval, has required the Company to study EXPAREL in pediatric patients. The Company was granted a deferral for the required pediatric trials in all age groups for EXPAREL in the setting of wound infiltration and is conducting these pediatric trials as post-marketing requirements, as stated in the New Drug Application (NDA) approval letter for EXPAREL. In December 2019, the Company announced positive results for its extended pharmacokinetic and safety study for local analgesia in children aged 6 to 17 undergoing cardiovascular or spine surgeries. Those positive results provided the foundation for a supplemental New Drug Application, or sNDA. The sNDA was accepted by the FDA in August 2020 with a Prescription Drug User Fee Act (PDUFA) action date of March 22, 2021. Additionally, the Company is in negotiations with the FDA and the European Medicines Agency (EMA) for clarity on other pediatric study obligations. In addition to the initial $19.6 million purchase price for the Skyepharma Acquisition, the Company entered into an earn-out agreement with Skyepharma based on the Company reaching certain revenue milestones following the Skyepharma Acquisition. Pursuant to this agreement, the Company is required to pay Skyepharma milestone payments up to an aggregate of $62.0 million, of which $36.0 million are for potential milestones not yet met. The Company also agreed to pay certain earn-out payments based on a percentage of net sales of DepoBupivacaine products collected, including EXPAREL, for the term during which such sales were covered by a valid claim in certain patent rights related to EXPAREL and other biologics products. The last patents during which a valid claim existed expired on September 18, 2018. Refer to Note 9, Goodwill and Intangible Assets , for further discussion. Pursuant to an agreement with the Research Development Foundation, or RDF, the Company is required to pay RDF a low single-digit royalty on the collection of revenues from its DepoFoam-based products, for as long as certain patents assigned to the Company under the agreement remain valid. RDF has the right to terminate the agreement for an uncured material breach by the Company, in connection with its bankruptcy or insolvency or if it directly or indirectly opposes or disputes the validity of the assigned patent rights. Refer to Note 5, MyoScience Acquisition , for information on potential contingent milestone payments related to the MyoScience Acquisition. |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables present selected quarterly financial data for the years ended December 31, 2020 and 2019. For periods where the Company reported a net loss, no potentially dilutive securities were included in the computation of diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, June 30, September 30, December 31, Total revenues $ 105,684 $ 75,505 $ 117,484 $ 130,974 Cost of goods sold 29,732 22,305 29,993 35,298 Total operating expenses 88,590 82,652 99,864 112,191 Net income (loss) 8,159 (7,269) 130,119 14,514 Basic net income (loss) per common share (1) $ 0.19 $ (0.17) $ 3.03 $ 0.33 Diluted net income (loss) per common share (1) $ 0.19 $ (0.17) $ 2.94 $ 0.32 Three Months Ended March 31, June 30, September 30, December 31, Total revenues $ 91,313 $ 102,604 $ 104,685 $ 122,424 Cost of goods sold 27,303 25,201 22,304 31,904 Total operating expenses 90,234 97,329 102,272 120,711 Net income (loss) (2,771) 2,730 (6,087) (4,888) Basic net income (loss) per common share (1) $ (0.07) $ 0.07 $ (0.15) $ (0.12) Diluted net income (loss) per common share (1) $ (0.07) $ 0.06 $ (0.15) $ (0.12) (1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted earnings per share amounts may not equal the full-year basic and diluted earnings per share computation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission, or SEC. The accounts of wholly owned subsidiaries are included in these consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications were made to conform to the current presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and contingent liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, among other things, revenue recognition, stock-based compensation, inventory costs, impairments of equity investments, long-lived assets, goodwill, liabilities and accruals, including contingent consideration, convertible senior notes, and the valuation of deferred tax assets. The Company’s critical accounting policies are those that are both most important to the Company’s consolidated financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results could differ from these estimates. |
Revenue From Contracts With Customers | Revenue From Contracts With Customers The Company’s sources of revenue include (i) sales of EXPAREL in the United States, or U.S.; (ii) sales of iovera° in the U.S.; (iii) sales of, and royalties on, its bupivacaine liposome injectable suspension for veterinary use in the U.S. and (iv) license fees and milestone payments. To date, there has been no revenue from sales of EXPAREL or iovera° in the European Union, or E.U. See Note 4, Revenue , for further information on the Company’s accounting policies related to revenue from contracts with customers. Collaborative Licensing and Milestone Revenue The Company’s collaboration agreements generally involve a license to the Company’s products. In determining how and when to recognize the revenue under a collaboration agreement, the Company must assess whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement. If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time. If the license is not expected to substantively change, the revenue is recognized at the point in time when the license is provided. If the license is expected to substantively change, the revenue is recognized over the license period. Revenue recognition from milestone payments is dependent upon the facts and circumstances surrounding the milestone payments. Milestone payments based on a non-sales metric such as a development-based milestone (e.g. obtaining regulatory approval) represent variable consideration and would be included in the transaction price subject to any constraints. If the milestone payments relate to future development, the timing of recognition depends upon historical experience and the significance a third-party has on the outcome. For milestone payments to be received upon the achievement of a sales threshold, the revenue from the milestone payments is recognized at the later of when the actual sales are incurred or the performance obligation to which the sales relate has been satisfied. Royalty Revenue Royalties are estimated and recognized as revenue when sales to the Company’s commercial partners occur, unless some constraint exists, as the royalties predominately relate to a supply agreement. Royalties are based on sales of the Company’s bupivacaine liposome injectable suspension product for veterinary use. |
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: Year Ended December 31, 2020 2019 2018 Largest wholesaler 31 % 34 % 34 % Second largest wholesaler 31 % 29 % 30 % Third largest wholesaler 25 % 26 % 26 % Total 87 % 89 % 90 % The Company had no revenue from outside the U.S. during the years ended December 31, 2020 and 2019. Revenue from outside the U.S. accounted f or less than 1% of the Company’s total revenue for the year ended December 31, 2018. |
Research and Development Expenses | Research and Development Expenses Research and development expenditures are expensed as incurred. These include both internal and external costs, of which a significant portion of development activities are outsourced to third parties, including contract research organizations. Clinical trial costs are accrued over the service periods specified in contracts and adjusted as necessary based on an ongoing review of the level of effort and actual costs incurred. Research and development costs are presented net of reimbursements from commercial partners. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation consists of grants of stock options and restricted stock units, or RSUs, to employees, consultants and non-employee directors, in addition to the opportunity for employees to participate in an employee stock purchase plan. The expense associated with these programs is recognized in the Company’s consolidated statements of operations based on their fair values as they are earned under the applicable vesting terms or the length of an offering period. In calculating the estimated fair value of stock options granted, the Company uses the Black-Scholes option valuation model, or Black-Scholes model, which requires the consideration of the following variables for purposes of estimating fair value in addition to the closing price of the Company’s common stock on the date of grant: • Expected term of the option • Expected volatility • Expected dividends • Risk-free interest rate The Company utilizes its historical volatility data to determine expected volatility over the expected option term. The Company uses an expected term based on its historical data from stock option activity. The risk-free interest rate is based on the implied yield on U.S. Department of the Treasury zero-coupon bonds for periods commensurate with the expected term of the options. The dividend yield on the Company’s common stock is estimated to be zero as the Company has not declared or paid any dividends since inception, nor does it have any intention to do so in the foreseeable future. The Company records forfeitures as they occur rather than estimating forfeitures during each period. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly-liquid investments with maturities of 90 days or less when purchased are considered cash equivalents. Cash equivalents include corporate debt securities, asset backed securities and money market funds. As of December 31, 2020, the carrying value of money market funds was $51.8 million and commercial paper was $6.5 million and as of December 31, 2019, the carrying value of money market funds was $28.5 million, all of which are included in cash and cash equivalents. The carrying values approximate fair value as of December 31, 2020 and 2019. |
Short-Term and Long-Term Investments | Short-Term and Long-Term Investments Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper, corporate and government bonds, and other bonds issued in the U.S. (and denominated in the U.S. dollar) by foreign entities, all with maturities of greater than three months, but less than one year. Long-term investments consist of corporate and government agency bonds with maturities greater than one year. The Company evaluates the classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date, which includes an assessment of the intent to hold the available-for-sale securities. The Company’s investment policy sets minimum credit quality criteria and maximum maturity limits on its investments to provide for preservation of capital, liquidity and a reasonable rate of return. The Company classifies its investments as available-for-sale. Available-for-sale securities are recorded at fair value, based on current market valuations. Unrealized holding gains and losses on available-for-sale securities (except for credit losses) are excluded from net income (loss) and are reported as a separate component of accumulated other comprehensive income (loss) until realized. Realized gains and losses are included in interest income in the consolidated statements of operations and are derived using the specific identification method for determining the cost of the securities sold. The Company evaluates whether a credit loss exists, and in the event a credit loss does exist, the credit loss is recognized in the consolidated statements of operations, based on the amount that the fair value is less than the amortized cost. |
Inventories | Inventories Inventories consist of finished goods held for sale and distribution, raw materials and work in process. Inventories are stated at the lower of cost, which includes amounts related to material, labor and overhead, or net realizable value, and is determined using the first-in, first-out (“FIFO”) method. The Company periodically reviews its inventory to identify obsolete, slow-moving, or otherwise unsalable inventories, and establishes allowances for situations in which the cost of the inventory is not expected to be recovered. |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost, net of accumulated depreciation and amortization. The Company reviews its property, plant and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of fixed assets is provided over their estimated useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related remaining lease terms. Useful lives by asset category are as follows: Asset Category Useful Life Computer equipment and software 1 to 3 years Office furniture and equipment 5 years Manufacturing and laboratory equipment 5 to 10 years |
Asset Retirement Obligations | Asset Retirement Obligations The Company has contractual obligations stemming from certain of its lease agreements to return leased space to its original condition upon termination of such lease agreements. The Company records its asset retirement obligations, or ARO, along with a corresponding capital asset in an amount equal to the estimated fair value of the ARO, based on the present value of expected future cash flows. In subsequent periods, the Company records expense to accrete the ARO to its full value. Each ARO capital asset is depreciated over the depreciable term of the associated asset. |
Leases | Leases The Company recognizes right-of-use, or ROU, assets and lease liabilities at the commencement of its lease agreements. The leases are evaluated at commencement to determine whether they should be classified as operating or financing leases. Lease costs associated with operating leases are recognized on a straight-line basis, while lease costs for financing leases are recognized over the lease term using the effective interest method. The Company does not have any financing leases. The amount of ROU assets and lease liabilities to be recognized is impacted by the type of lease payments, the lease term and the incremental borrowing rate. Variable lease payments are not included at commencement and are recognized in the period in which they are incurred. The lease term is based on the contractual term and is adjusted for any renewal options or termination rights that are reasonably certain to be exercised. The incremental borrowing rate is based on the rate the Company estimates it would pay on a collateralized basis over a similar term in a similar economic environment. |
Acquisitions | Acquisitions In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values, with some exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value can be determined, the asset or liability is recognized; if fair value is not determinable, then no asset or liability is recognized. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of the acquisition. |
Contingent Consideration | Contingent Consideration Subsequent to an acquisition, the Company measures contingent consideration arrangements at fair value each period, with changes in fair value recognized in the consolidated statements of operations as acquisition-related charges. Changes in contingent consideration can result from changes in the assumed achievement and timing of estimated sales, costs of goods sold and regulatory approvals. In the absence of new information, changes in fair value reflect the passage of time towards achievement of the milestones, and are accreted to the period in which payments are expected to be made. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination and is not amortized, but is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. |
Intangible Assets | Intangible Assets Intangible assets with definite useful lives are amortized on a straight-line basis over their estimated useful lives and are recorded at cost, net of accumulated amortization. |
Equity Investments | Equity Investments The Company holds two separate investments in equity securities, one with a readily determined fair value and one without a readily determinable fair value. In the fourth quarter of 2019, the equity investment then held became publicly traded and thereafter, has been recognized at its fair value at each reporting period with any unrealized holding gains (losses) included in other income (expense). The equity method investment without a readily determinable fair value is recognized at its cost less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for a similar investment. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Management reviews long-lived assets, including fixed assets and intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Convertible Debt Transactions | Convertible Debt Transactions The Company separately accounts for the liability and equity components of convertible debt instruments by allocating the proceeds from the issuance between the liability component and the embedded conversion option, or equity component. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the initial proceeds from the convertible debt issuance and the fair value of the liability component is recorded as the carrying amount of the equity component. The Company recognizes the amortization of the resulting discount as part of interest expense in its consolidated statements of operations. Upon settlement of the convertible debt, the liability component is measured at fair value. The Company allocates a portion of the fair value of the total settlement consideration transferred to the extinguishment of the liability component equal to the fair value of that component immediately prior to the settlement. Any difference between the consideration attributed to the liability component and the net carrying amount of the liability component, including any unamortized debt issuance costs and debt discount, is recognized as a gain or loss in the consolidated statements of operations. Any remaining consideration is allocated to the retirement of the equity component and is recognized as a reduction of additional paid-in capital. |
Per Share Data | Per Share Data Basic net income (loss) per common share is computed by dividing net income (loss) available (attributable) to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) available (attributable) to common stockholders as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock outstanding during the period. Potential common shares include the shares of common stock issuable upon the exercise of outstanding stock options, the RSUs expected to vest, the shares to be purchased under the Company’s employee stock purchase plan (using the treasury stock method), and the excess conversion value on the Company’s convertible senior notes. |
Foreign Currency Translation | Foreign Currency Translation The balance sheet accounts of foreign subsidiaries with functional currencies other than the U.S. Dollar are translated using the exchange rate at each respective balance sheet date. Revenues and expenses are translated using average exchange |
Segment Reporting | Segment Reporting The Company is managed and operated as a single business focused on the development, manufacture, marketing, distribution and sale of non-opioid pain management and regenerative health solutions. The Company is managed by a single management team, and, consistent with its organizational structure, the Chief Executive Officer manages and allocates resources at a consolidated level. Accordingly, the Company views its business as one reportable operating segment to evaluate performance, allocate resources, set operational targets and forecast its future financial results. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 and there were no credit losses recognized upon adoption. 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 consolidated financial statements for the year ended December 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 have been applied prospectively to implementation costs incurred after the date of adoption. The Company did not incur implementation costs in a hosting arrangement that were required to be capitalized during the year ended December 31, 2020. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which was adopted by the Company on January 1, 2019 using the effective date method. There were practical expedients available to the Company that it elected to apply upon adoption. The Company did not re-assess (i) whether its contracts contained a lease under the new definition of a lease and (ii) the classification of those leases. There were no initial direct costs previously capitalized on the consolidated balance sheet. In addition, the Company applied hindsight in the determination of the lease terms, in the assessment of the likelihood that a lease renewal, termination or purchase option will be exercised, and in the assessment of any potential impairments that existed on the ROU assets recognized at adoption. The Company also elected not to recognize a ROU asset and lease liability for those leases with a remaining lease term of 12 months or less. At adoption, the Company recorded $36.5 million of lease liabilities and $27.6 million of ROU assets as of January 1, 2019, the difference representing previously recorded lease-related assets and liabilities. There was a cumulative-effect adjustment to accumulated deficit of $0.2 million upon adoption. In May 2014, the FASB, issued ASU 2014-09, Revenue from Contracts with Customers . The Company adopted this standard on January 1, 2018 using the modified retrospective method and recorded a cumulative effect adjustment of $1.4 million to accumulated deficit upon adoption—the impact related to the acceleration of $1.0 million of deferred revenue and $0.4 million of royalties. The implementation of Accounting Standards Codification, or ASC, 606 did not have a material impact on the Company’s consolidated statements of operations because the timing of revenue recognition for EXPAREL product sales did not change. Refer to Note 4, Revenue , for further information on the Company’s revenue. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligned accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. The Company adopted ASU 2018-07 in June 2018 and recorded a cumulative effect adjustment of less than $0.1 million to accumulated deficit upon adoption. Recent Accounting Pronouncements Not Adopted as of December 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 allocations, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, the Company would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard became effective for the Company January 1, 2021 and the Company does not anticipate any material impact to its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40), which limits the number of convertible instruments that require separate accounting to (i) those with embedded conversion features that are not clearly and closely related to the debt, that meet the definition of a derivative, and that do not qualify for the scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid in capital. In addition, the new guidance requires diluted earnings per share calculations to be prepared using the if-converted method, instead of the treasury stock method. The guidance must be applied in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted no earlier than for fiscal years beginning after December 15, 2020. The Company has the option to adopt the new guidance using a modified retrospective method of transition, which would then be applied to transactions outstanding at the time of adoption, or the full retrospective method. The Company is evaluating the impact from the adoption of ASU 2020-06 on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of percentage of revenue comprised by the three largest customers | The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented: Year Ended December 31, 2020 2019 2018 Largest wholesaler 31 % 34 % 34 % Second largest wholesaler 31 % 29 % 30 % Third largest wholesaler 25 % 26 % 26 % Total 87 % 89 % 90 % |
Schedule of useful lives by asset category | Useful lives by asset category are as follows: Asset Category Useful Life Computer equipment and software 1 to 3 years Office furniture and equipment 5 years Manufacturing and laboratory equipment 5 to 10 years Fixed assets, net, summarized by major category, consist of the following (in thousands): December 31, 2020 2019 Machinery and equipment $ 74,966 $ 70,078 Leasehold improvements 54,434 60,441 Computer equipment and software 12,170 8,942 Office furniture and equipment 2,387 1,882 Construction in progress 71,091 38,778 Total 215,048 180,121 Less: accumulated depreciation (78,360) (75,440) Fixed assets, net $ 136,688 $ 104,681 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Activity in Accrued Rebates and Chargebacks, Returns, Wholesaler Service Fees and Prompt Pay Discounts | The following table provides a summary of activity with respect to the Company’s sales related allowances and accruals related to EXPAREL for the years ended December 31, 2020, 2019 and 2018 (in thousands): Returns Allowances Prompt Payment Discounts Wholesaler Service Fees Volume Rebates and Chargebacks Total Balance at December 31, 2017 $ 821 $ 657 $ 839 $ 696 $ 3,013 Provision 680 6,802 5,194 6,645 19,321 Payments/Adjustments (1,157) (6,680) (4,866) (6,331) (19,034) Balance at December 31, 2018 344 779 1,167 1,010 3,300 Provision 783 8,426 6,267 11,475 26,951 Payments/Adjustments (587) (8,243) (5,948) (10,669) (25,447) Balance at December 31, 2019 540 962 1,486 1,816 4,804 Provision 794 8,541 6,437 12,345 28,117 Payments/Adjustments (311) (8,496) (6,755) (12,561) (28,123) Balance at December 31, 2020 $ 1,023 $ 1,007 $ 1,168 $ 1,600 $ 4,798 |
Disaggregation of Revenue | The following table represents disaggregated net product sales in the periods presented as follows (in thousands): Year Ended December 31, 2020 2019 2018 Net product sales: EXPAREL / bupivacaine liposome injectable suspension $ 417,797 $ 411,030 $ 332,427 iovera° 8,817 7,896 — Total net product sales $ 426,614 $ 418,926 $ 332,427 |
MYOSCIENCE ACQUISITION (Tables)
MYOSCIENCE ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The following table shows the unaudited pro forma summary of operations for the year ended December 31, 2019 and 2018, as if the MyoScience Acquisition had occurred on January 1, 2018. 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): Year Ended December 31, 2019 2018 Total revenues $ 423,475 $ 342,735 Net loss $ (16,200) $ (25,696) Pro forma basic and diluted net loss per share $ (0.39) $ (0.63) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventories | The components of inventories, net are as follows (in thousands): December 31, 2020 2019 Raw materials $ 26,886 $ 20,019 Work-in-process 16,266 14,407 Finished goods 21,498 23,870 Total $ 64,650 $ 58,296 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of useful lives by asset category | Useful lives by asset category are as follows: Asset Category Useful Life Computer equipment and software 1 to 3 years Office furniture and equipment 5 years Manufacturing and laboratory equipment 5 to 10 years Fixed assets, net, summarized by major category, consist of the following (in thousands): December 31, 2020 2019 Machinery and equipment $ 74,966 $ 70,078 Leasehold improvements 54,434 60,441 Computer equipment and software 12,170 8,942 Office furniture and equipment 2,387 1,882 Construction in progress 71,091 38,778 Total 215,048 180,121 Less: accumulated depreciation (78,360) (75,440) Fixed assets, net $ 136,688 $ 104,681 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | Total operating lease costs are as follows (in thousands): Year Ended December 31, Operating Lease Costs 2020 2019 2018 Fixed lease costs $ 10,055 $ 6,225 $ 7,236 Variable lease costs 2,096 1,651 1,761 Total $ 12,151 $ 7,876 $ 8,997 Supplemental cash flow information related to operating leases is as follows (in thousands): Year Ended December 31, 2020 2019 Cash paid for operating lease liabilities, net of lease incentive $ 14,347 $ 7,346 Right-of-use assets recorded in exchange for lease obligations $ 42,191 $ 41,605 December 31, 2020 2019 Weighted average remaining lease term 9.18 years 9.38 years Weighted average discount rate 6.87% 7.55% |
Lessee, Operating Lease, Liability, Maturity | aturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Payments Due 2021 $ 12,527 2022 10,423 2023 10,697 2024 10,980 2025 11,271 2026 through 2030 50,801 Total lease payments 106,699 Less: imputed interest (28,249) Total operating lease liabilities $ 78,450 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of change in carrying value of goodwill | Carrying Value Balance at December 31, 2018 $ 62,040 Goodwill arising from the MyoScience Acquisition 37,507 Balance at December 31, 2019 99,547 2020 accumulated adjustments — Balance at December 31, 2020 $ 99,547 |
Schedule of intangible assets | Intangible assets, net, consist of the developed technology and customer relationships that were acquired in the MyoScience Acquisition and are summarized as follows (in thousands): Estimated December 31, 2020 2019 Developed technology 14 years $ 110,000 $ 110,000 Customer relationships 10 years 90 90 Total intangible assets 110,090 110,090 Less: accumulated amortization (13,569) (5,703) Intangible assets, net $ 96,521 $ 104,387 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): December 31, 2020 2019 Accrued selling, general and administrative expenses $ 23,288 $ 21,695 Accrued research and development expenses 6,682 6,562 Other accrued operating expenses 11,196 12,955 Compensation and benefits 22,202 22,258 Accrued royalties 3,040 2,883 Accrued interest 2,376 2,048 Product returns and wholesaler service fees 2,190 2,026 Total $ 70,974 $ 70,427 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of composition of the Company's debt and financing obligations | The total debt composition of the 2025 Notes is as follows (in thousands): December 31, 2020 0.750% convertible senior notes due 2025 $ 402,500 Deferred financing costs (8,940) Discount on debt (80,530) Total debt, net of debt discount and deferred financing costs $ 313,030 The total debt composition of the 2022 Notes is as follows (in thousands): December 31, 2020 2019 2.375% convertible senior notes due 2022 $ 160,000 $ 345,000 Deferred financing costs (1,089) (4,143) Discount on debt (9,263) (34,812) Total debt, net of debt discount and deferred financing costs $ 149,648 $ 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): Year Ended December 31, 2020 2019 2018 Contractual and other interest expense $ 7,650 $ 8,195 $ 8,205 Amortization of debt issuance costs 2,156 1,707 1,634 Amortization of debt discount 18,254 13,746 12,799 Capitalized interest (Note 7) (2,389) (20) (689) Total $ 25,671 $ 23,628 $ 21,949 Effective interest rate on convertible senior notes 7.15 % 7.81 % 7.81 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 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 December 31, 2020 are as follows (in thousands): Carrying Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis: Financial Asset: Equity investment with readily determinable fair value $ 11,642 $ 11,642 $ — $ — Financial Liabilities: Acquisition-related contingent consideration $ 28,346 $ — $ — $ 28,346 Financial Liabilities Measured at Amortized Cost: 2.375% convertible senior notes due 2022 (1) $ 149,648 $ — $ 183,000 $ — 0.750% convertible senior notes due 2025 (1) $ 313,030 $ — $ 449,039 $ — (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $59.84 per share at December 31, 2020 compared to a conversion price of $66.89 per share for the 2022 Notes and a conversion price of $71.78 for the 2025 Notes. Therefore, at December 31, 2020, the conversion prices were above the stock price. The maximum conversion premium that could have been due on the 2022 Notes and 2025 Notes at December 31, 2020 was approximately 2.4 million and 5.6 million shares of the Company’s common stock, respectively. These figures assume no increases in the conversion rate for certain corporate events. |
Schedule of short-term investments | The following summarizes the Company’s investments at December 31, 2020 and 2019 (in thousands): December 31, 2020 Investments: Cost Gross Gross Fair Value Short-term: Asset-backed securities $ 34,918 $ 98 $ — $ 35,016 Commercial paper 221,494 36 (18) 221,512 Corporate bonds 120,375 179 (11) 120,543 U.S. Government bonds 44,629 7 (2) 44,634 Subtotal 421,416 320 (31) 421,705 Long-term: U.S. Government bonds 95,429 30 — 95,459 Subtotal 95,429 30 — 95,459 Total $ 516,845 $ 350 $ (31) $ 517,164 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 |
Fair Value Measurement Inputs and Valuation Techniques | The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of December 31, 2020 Discount rates 4.12% to 4.22% Probabilities of payment for regulatory milestones 2.00% to 100.00% Projected years of payment for regulatory and commercial milestones 2021 to 2023 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Balance at December 31, 2019 $ 38,142 Fair value adjustments and accretion 5,204 Payments made (15,000) Balance at December 31, 2020 $ 28,346 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of accumulated other comprehensive income | The following table illustrates the changes in the balances of the Company’s accumulated other comprehensive income (loss) for the periods presented (in thousands): Net Unrealized Balance at December 31, 2017 $ (454) Net unrealized gain on investments net of tax 174 Amounts reclassified from accumulated other comprehensive income (loss) — Balance at December 31, 2018 (280) Net unrealized gain on investments net of tax 602 Amounts reclassified from accumulated other comprehensive income (loss) — Balance at December 31, 2019 322 Net unrealized loss on investments net of tax (3) Foreign currency translation adjustments (1) Amounts reclassified from accumulated other comprehensive income (loss) — Balance at December 31, 2020 $ 318 |
STOCK PLANS (Tables)
STOCK PLANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of information about the plans | The following tables contain information about the Company’s stock incentive plans at December 31, 2020: Stock Incentive Plan Awards Reserved For Issuance Awards Awards Available For Grant 2011 Plan 12,931,701 11,569,813 1,361,888 2014 Inducement Plan 175,000 36,576 138,424 Total 13,106,701 11,606,389 1,500,312 Employee Stock Purchase Plan Shares Reserved Shares Shares Available 2014 ESPP 500,000 353,566 146,434 |
Schedule of recognized stock-based compensation in consolidated statements of operations | The Company recognized stock-based compensation expense in its consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018 as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of goods sold $ 5,589 $ 4,665 $ 4,478 Research and development 5,211 5,114 3,934 Selling, general and administrative 29,120 23,871 23,313 Total $ 39,920 $ 33,650 $ 31,725 Stock-based compensation from: Stock options $ 26,749 $ 23,360 $ 22,643 RSUs 12,266 9,511 8,371 ESPP 905 779 711 Total $ 39,920 $ 33,650 $ 31,725 Related income tax benefit $ 8,578 $ — $ — |
Schedule of the Company's stock option activity and related information | The following table summarizes the Company’s stock option activity and related information for the period from December 31, 2017 to December 31, 2020: Number of Weighted Weighted Average Aggregate Outstanding at December 31, 2017 4,951,493 $ 43.51 6.91 $ 57,021 Granted 1,994,332 39.35 Exercised (332,732) 21.55 $ 7,418 Forfeited (481,126) 42.30 Expired (409,149) 68.01 Outstanding at December 31, 2018 5,722,818 41.69 7.07 $ 49,166 Granted 1,872,758 42.75 Exercised (425,495) 19.90 $ 9,441 Forfeited (286,779) 39.22 Expired (176,924) 63.33 Outstanding at December 31, 2019 6,706,378 42.80 7.05 $ 50,652 Granted 1,502,803 47.50 Exercised (1,428,111) 31.67 $ 34,227 Forfeited (426,925) 42.08 Expired (119,027) 71.71 Outstanding at December 31, 2020 6,235,118 $ 45.98 6.97 $ 102,955 Exercisable at December 31, 2020 3,315,863 $ 47.24 5.45 $ 58,308 Vested and expected to vest at December 31, 2020 6,235,118 $ 45.98 6.97 $ 102,955 |
Schedule of weighted average assumptions used to estimate the fair values of each option grant using the Black-Scholes option pricing model | The fair values of stock options granted were estimated using the Black-Scholes model with the following weighted average assumptions: Year Ended December 31, Black-Scholes Weighted Average Assumption 2020 2019 2018 Expected dividend yield None None None Risk-free interest rate 0.22% - 1.60% 1.33% - 2.54% 2.26% - 3.05% Expected volatility 53.5% 53.9% 53.3% Expected term of options 5.36 years 5.22 years 5.14 years |
Schedule of share-based compensation, restricted stock units award activity | The following table summarizes the Company’s RSU activity and related information for the period from December 31, 2017 to December 31, 2020: Number Weighted Aggregate Unvested at December 31, 2017 499,546 $ 47.32 $ 22,804 Granted 331,129 38.36 Vested (156,450) 49.59 Forfeited (96,261) 43.92 Unvested at December 31, 2018 577,964 42.14 $ 24,864 Granted 305,418 43.56 Vested (192,760) 45.55 Forfeited (59,481) 41.22 Unvested at December 31, 2019 631,141 41.87 $ 28,591 Granted 665,476 48.70 Vested (239,085) 41.91 Forfeited (100,079) 44.43 Unvested and expected to vest at December 31, 2020 957,453 $ 46.34 $ 57,294 |
Schedule of valuation assumptions used on ESPP awards | The fair values of the ESPP share options granted were estimated using the Black-Scholes model with the following weighted average assumptions: Year Ended December 31, Black-Scholes Weighted Average Assumption 2020 2019 2018 ESPP share option fair value $11.02 - $17.54 $11.13 - $11.36 $10.40 - $13.15 Expected dividend yield None None None Risk-free interest rate 0.14% - 1.57% 2.10% - 2.56% 1.53% - 2.14% Expected volatility 44.9% 40.2% 52.2% Expected term of ESPP share options 6 months 6 months 6 months |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per share for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) $ 145,523 $ (11,016) $ (471) Denominator: Weighted average shares of common stock outstanding—basic 42,671 41,513 40,911 Computation of diluted securities: Dilutive effect of stock options 783 — — Dilutive effect of RSUs 227 — — Dilutive effect of ESPP purchase options 1 — — Weighted average shares of common stock outstanding—diluted 43,682 41,513 40,911 Net income (loss) per share: Basic net income (loss) per common share $ 3.41 $ (0.27) $ (0.01) Diluted net income (loss) per common share $ 3.33 $ (0.27) $ (0.01) |
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): Year Ended December 31, 2020 2019 2018 Weighted average number of stock options 4,237 6,404 5,492 Weighted average number of RSUs 99 606 542 Weighted average ESPP purchase options 16 34 31 Total 4,352 7,044 6,065 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before income taxes and the related tax (benefit) expense is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Income (loss) before income taxes: Domestic $ 17,000 $ (7,026) $ 5,169 Foreign 3,089 (3,722) (5,594) Total income (loss) before income taxes $ 20,089 $ (10,748) $ (425) Current taxes: Federal $ (6) $ — $ (96) State 1,185 2,096 142 Total current taxes $ 1,179 $ 2,096 $ 46 Deferred taxes: Federal $ (99,164) $ (1,828) $ — State (27,449) — — Total deferred taxes $ (126,613) $ (1,828) $ — Total income tax (benefit) expense $ (125,434) $ 268 $ 46 |
Schedule of Reconciliation of Income Taxes at the U.S. Federal Statutory Rate to the Provision for Income Taxes | A reconciliation of income taxes at the U.S. federal statutory rate to the provision for income taxes is as follows: Year Ended December 31, 2020 2019 2018 U.S. federal statutory rate 21.00 % 21.00 % 21.00 % State taxes 3.15 % (7.33) % (24.84) % Foreign taxes 3.18 % (3.95) % (92.04) % Change in valuation allowance (647.87) % 19.76 % 369.27 % Stock-based compensation (1.08) % (10.53) % (874.29) % Tax credits (7.92) % 19.93 % 700.35 % Interest expense — % — % 218.47 % Effect of rate changes — % (0.42) % 13.44 % Convertible senior notes refinancing (5.22) % — % — % Nondeductible expenses 4.55 % (13.58) % (132.96) % Reserves 7.66 % (15.41) % (202.98) % 338(g) tax election — % (9.61) % — % Other (1.84) % (2.35) % (6.15) % Effective tax rate (624.39) % (2.49) % (10.73) % |
Schedule of Significant Components of the Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 66,123 $ 68,921 Federal and state credits 17,335 16,895 Depreciation and amortization 13,473 15,778 Accruals and reserves 7,254 8,767 Stock based compensation 21,862 23,187 Inventory 1,345 1,646 Other 2,138 2,022 Total deferred tax assets 129,530 137,216 Deferred tax liabilities: Discount on convertible senior notes (20,851) (8,125) Deferred tax assets, net of deferred tax liabilities 108,679 129,091 Less: valuation allowance (2,515) (129,091) Net deferred tax assets $ 106,164 $ — |
Schedule of Unrecognized Tax Benefits Rollforward | The change in the Company’s UTBs in 2020 is summarized as follows (in thousands): Unrecognized Balance at December 31, 2019 $ 4,537 Additions for current year positions 1,539 Balance at December 31, 2020 $ 6,076 |
ACQUISITION-RELATED CHARGES A_2
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Acquisition-related Restructuring and Discontinuation Costs | The Company’s acquisition-related restructuring activities and DepoCyt(e) discontinuation costs as of December 31, 2020 are summarized below (in thousands): Severance and Related Costs Lease Costs Write-off of Property, Plant & Equipment and Inventory AROs, Other Restructuring and Discontinuation Costs Total Balance at December 31, 2017 $ — $ 1,768 $ — $ 309 $ 2,077 Charges incurred — 1,513 — 51 1,564 Cash payments made — (1,311) — (91) (1,402) Balance sheet reclassifications — — — 13 13 Balance at December 31, 2018 — 1,970 — 282 2,252 Charges incurred 429 — 193 225 847 Cash payments made (348) — — (404) (752) Other, including non-cash activity — — (193) — (193) Balance sheet reclassifications — (1,970) — 455 (1,515) Balance at December 31, 2019 81 — — 558 639 Charges and other adjustments — — — (38) (38) Cash payments made (81) — — (501) (582) Balance at December 31, 2020 $ — $ — $ — $ 19 $ 19 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | The following tables present selected quarterly financial data for the years ended December 31, 2020 and 2019. For periods where the Company reported a net loss, no potentially dilutive securities were included in the computation of diluted net loss per share (in thousands, except per share amounts): Three Months Ended March 31, June 30, September 30, December 31, Total revenues $ 105,684 $ 75,505 $ 117,484 $ 130,974 Cost of goods sold 29,732 22,305 29,993 35,298 Total operating expenses 88,590 82,652 99,864 112,191 Net income (loss) 8,159 (7,269) 130,119 14,514 Basic net income (loss) per common share (1) $ 0.19 $ (0.17) $ 3.03 $ 0.33 Diluted net income (loss) per common share (1) $ 0.19 $ (0.17) $ 2.94 $ 0.32 Three Months Ended March 31, June 30, September 30, December 31, Total revenues $ 91,313 $ 102,604 $ 104,685 $ 122,424 Cost of goods sold 27,303 25,201 22,304 31,904 Total operating expenses 90,234 97,329 102,272 120,711 Net income (loss) (2,771) 2,730 (6,087) (4,888) Basic net income (loss) per common share (1) $ (0.07) $ 0.07 $ (0.15) $ (0.12) Diluted net income (loss) per common share (1) $ (0.07) $ 0.06 $ (0.15) $ (0.12) (1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted earnings per share amounts may not equal the full-year basic and diluted earnings per share computation. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2020productLine | |
Sales Revenue, Net | Product Concentration Risk | |
Concentration Risk [Line Items] | |
Number of products | 2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Major Customers (Details) - Customer concentration - customer | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||
Concentration Risk, Number of Customers | 3 | ||
Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Percentage of revenue from customers to total revenue | 87.00% | 89.00% | 90.00% |
Sales Revenue, Net | Largest customer | |||
Concentration Risk [Line Items] | |||
Percentage of revenue from customers to total revenue | 31.00% | 34.00% | 34.00% |
Sales Revenue, Net | Second largest customer | |||
Concentration Risk [Line Items] | |||
Percentage of revenue from customers to total revenue | 31.00% | 29.00% | 30.00% |
Sales Revenue, Net | Third largest customer | |||
Concentration Risk [Line Items] | |||
Percentage of revenue from customers to total revenue | 25.00% | 26.00% | 26.00% |
Sales Revenue, Net | Customers outside U.S. | |||
Concentration Risk [Line Items] | |||
Percentage of revenue from customers to total revenue | 0.00% | 1.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment and software | Minimum | |
Fixed Assets | |
Useful life | 1 year |
Computer equipment and software | Maximum | |
Fixed Assets | |
Useful life | 3 years |
Office furniture and equipment | |
Fixed Assets | |
Useful life | 5 years |
Machinery and equipment | Minimum | |
Fixed Assets | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Fixed Assets | |
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | ||
Carrying value of money market funds | $ 28.5 | $ 51.8 |
Carrying value of commercial paper | $ 6.5 | |
Number of reportable segments | segment | 1 |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Total operating lease liabilities | $ 78,450 | ||||
Right-of-use assets, net | 74,492 | $ 38,124 | |||
Stockholder's equity attributable to parent | 619,688 | 354,944 | $ 321,226 | $ 279,483 | |
Royalty | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Revenues | 3,033 | 2,100 | 1,850 | ||
Accumulated Deficit | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Stockholder's equity attributable to parent | $ (253,875) | $ (399,398) | (388,226) | (389,136) | |
Cumulative Effect, Period of Adoption, Adjustment | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Stockholder's equity attributable to parent | (156) | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Stockholder's equity attributable to parent | (156) | ||||
Accounting Standards Update 2016-02 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Total operating lease liabilities | $ 36,500 | ||||
Right-of-use assets, net | $ 27,600 | ||||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Stockholder's equity attributable to parent | $ 200 | ||||
Accounting Standards Update 2014-09 | Cumulative Effect, Period of Adoption, Adjustment | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Stockholder's equity attributable to parent | 1,361 | ||||
Acceleration of deferred revenue, decrease in contract with customer liability | 1,000 | ||||
Revenues | 400 | ||||
Accounting Standards Update 2014-09 | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Stockholder's equity attributable to parent | $ 1,361 |
REVENUE - Sales and Valuation A
REVENUE - Sales and Valuation Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of Period | $ 4,804 | $ 3,300 | $ 3,013 |
Provision | 28,117 | 26,951 | 19,321 |
Payments/Adjustments | (28,123) | (25,447) | (19,034) |
End of Period | 4,798 | 4,804 | 3,300 |
Returns Allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of Period | 540 | 344 | 821 |
Provision | 794 | 783 | 680 |
Payments/Adjustments | (311) | (587) | (1,157) |
End of Period | 1,023 | 540 | 344 |
Prompt Payment Discounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of Period | 962 | 779 | 657 |
Provision | 8,541 | 8,426 | 6,802 |
Payments/Adjustments | (8,496) | (8,243) | (6,680) |
End of Period | 1,007 | 962 | 779 |
Wholesaler Service Fees | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of Period | 1,486 | 1,167 | 839 |
Provision | 6,437 | 6,267 | 5,194 |
Payments/Adjustments | (6,755) | (5,948) | (4,866) |
End of Period | 1,168 | 1,486 | 1,167 |
Volume Rebates and Chargebacks | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of Period | 1,816 | 1,010 | 696 |
Provision | 12,345 | 11,475 | 6,645 |
Payments/Adjustments | (12,561) | (10,669) | (6,331) |
End of Period | $ 1,600 | $ 1,816 | $ 1,010 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Accounts receivable, payment terms | 0 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Accounts receivable, payment terms | 37 days |
REVENUE- Disaggregation (Detail
REVENUE- Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total net product sales | $ 426,614 | $ 418,926 | $ 332,427 |
EXPAREL/bupivacaine liposome injectable suspension | |||
Disaggregation of Revenue [Line Items] | |||
Total net product sales | 417,797 | 411,030 | 332,427 |
iovera° | |||
Disaggregation of Revenue [Line Items] | |||
Total net product sales | $ 8,817 | $ 7,896 | $ 0 |
MYOSCIENCE ACQUISITION - Narrat
MYOSCIENCE ACQUISITION - Narrative (Details) - USD ($) $ in Thousands | Apr. 09, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Contingent consideration | $ 14,736 | $ 18,179 | |
Collaborative arrangement, milestone payments received | 9,700 | ||
Collaborative arrangement, milestone payments to be received | 10,000 | ||
Myoscience Acquisition | |||
Business Acquisition [Line Items] | |||
Initial purchase price for acquisition | $ 147,500 | ||
Payments for Merger Related Costs | 119,000 | ||
Fair value of contingent consideration | $ 28,500 | ||
Maximum total payments for contingent consideration possible | 100,000 | ||
Contingent consideration | 58,000 | ||
Contingent consideration, payment terms | 60 days | ||
Acquisition-related contingent consideration | 28,300 | 38,100 | |
Achievement of Regulatory Milestone | |||
Business Acquisition [Line Items] | |||
Acquisition-related contingent consideration | $ 15,000 | $ 7,000 |
MYOSCIENCE ACQUISITION - Schedu
MYOSCIENCE ACQUISITION - Schedule of Pro Forma Information (Details) - Myoscience Acquisition - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 423,475 | $ 342,735 |
Net loss | $ (16,200) | $ (25,696) |
Pro forma earnings per share, basic and diluted (in usd per share) | $ (0.39) | $ (0.63) |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 26,886 | $ 20,019 |
Work-in-process | 16,266 | 14,407 |
Finished goods | 21,498 | 23,870 |
Total | $ 64,650 | $ 58,296 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
FIXED ASSETS | |||
Property, plant, and equipment, gross | $ 215,048 | $ 180,121 | |
Less accumulated depreciation | (78,360) | (75,440) | |
Fixed assets, net | 136,688 | 104,681 | |
Depreciation expense | 12,000 | 14,000 | $ 13,200 |
Capitalized interest | 2,389 | 20 | $ 689 |
Asset retirement obligation | 2,000 | 2,500 | |
Increase in asset retirement obligations | 500 | ||
Accretion expense | 100 | 200 | |
Machinery and equipment | |||
FIXED ASSETS | |||
Property, plant, and equipment, gross | 74,966 | 70,078 | |
Leasehold improvements | |||
FIXED ASSETS | |||
Property, plant, and equipment, gross | 54,434 | 60,441 | |
Leasehold improvements | Europe | |||
FIXED ASSETS | |||
Fixed assets, net | 67,500 | 64,800 | |
Computer equipment and software | |||
FIXED ASSETS | |||
Property, plant, and equipment, gross | 12,170 | 8,942 | |
Office furniture and equipment | |||
FIXED ASSETS | |||
Property, plant, and equipment, gross | 2,387 | 1,882 | |
Construction in progress | |||
FIXED ASSETS | |||
Property, plant, and equipment, gross | $ 71,091 | $ 38,778 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Dec. 31, 2020 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, maximum term of contract | 9 years 8 months 12 days |
LEASES - Summary of operating l
LEASES - Summary of operating lease cost and other operating lease information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease costs: | |||
Fixed lease costs | $ 10,055 | $ 6,225 | $ 7,236 |
Variable lease costs | 2,096 | 1,651 | 1,761 |
Total | 12,151 | 7,876 | $ 8,997 |
Cash Flow, Operating Activities, Lessee [Abstract] | |||
Cash paid for operating lease liabilities, net of lease incentive | 14,347 | 7,346 | |
Right-of-use assets recorded in exchange for lease obligations | $ 42,191 | $ 41,605 | |
Weighted average remaining lease term | 9 years 2 months 4 days | 9 years 4 months 17 days | |
Weighted average discount rate | 6.87% | 7.55% |
LEASES - Schedule of maturities
LEASES - Schedule of maturities of operating lease liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 12,527 |
2022 | 10,423 |
2023 | 10,697 |
2024 | 10,980 |
2025 | 11,271 |
2026 through 2030 | 50,801 |
Total lease payments | 106,699 |
Less: imputed interest | (28,249) |
Total operating lease liabilities | $ 78,450 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill | |||
Goodwill | $ 99,547 | $ 99,547 | $ 62,040 |
Goodwill arising from acquisition | 37,507 | ||
Amortization of acquired intangible assets | 7,866 | $ 5,703 | $ 0 |
Future amortization, next 11 years | 7,900 | ||
Future amortization, after next 11 years | 2,200 | ||
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 | ||
When annual net sales collected reach $500.0 million | |||
Goodwill | |||
Milestone payments for EXPAREL agreed in connection with acquisition | 32,000 | ||
Annual net sales threshold | 500,000 | ||
SkyePharma Holding, Inc. | |||
Goodwill | |||
Total milestone payments yet to be paid | $ 36,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 99,547 | $ 62,040 |
Goodwill arising from acquisition | 37,507 | |
2020 accumulated adjustments | 0 | |
Ending balance | $ 99,547 | $ 99,547 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 110,090 | $ 110,090 |
Less: accumulated amortization | (13,569) | (5,703) |
Intangible assets, net | 96,521 | 104,387 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 110,000 | 110,000 |
Estimated Useful Life | 14 years | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 90 | $ 90 |
Estimated Useful Life | 10 years |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued selling, general and administrative expenses | $ 23,288 | $ 21,695 |
Accrued research and development expenses | 6,682 | 6,562 |
Compensation and benefits | 11,196 | 12,955 |
Other accrued operating expenses | 22,202 | 22,258 |
Accrued royalties | 3,040 | 2,883 |
Accrued interest | 2,376 | 2,048 |
Product returns and wholesaler service fees | 2,190 | 2,026 |
Total | $ 70,974 | $ 70,427 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 10, 2020USD ($) | Mar. 13, 2017USD ($)$ / shares | Dec. 31, 2020USD ($)segment$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 07, 2020$ / shares | Mar. 07, 2017$ / shares |
DEBT AND FINANCING OBLIGATIONS | |||||||||
Settlement period - convertible debt conversion request | 40 days | 40 days | |||||||
Closing sale price (in dollars per share) | $ / shares | $ 59.84 | $ 59.84 | |||||||
Deferred tax associated with equity component of convertible debt | $ 20,500 | $ 20,450 | |||||||
Amortization period of transaction costs attributable to liability component of convertible debt | 5 years | ||||||||
Transaction costs attributable to equity component of convertible debt | $ 2,700 | ||||||||
Loss on early extinguishment of debt | $ 8,071 | $ 0 | $ 0 | ||||||
Convertible Senior Notes Due 2022 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Initial conversion rate of common stock per $1,000 of principal amount of Notes | 0.0149 | ||||||||
Initial conversion price of notes into common stock (in dollars per share) | $ / shares | $ 66.89 | $ 66.89 | $ 66.89 | ||||||
Convertible debt, premium on common stock | 37.50% | ||||||||
Closing sale price (in dollars per share) | $ / shares | $ 48.65 | ||||||||
Assumed borrowing rate | 7.45% | ||||||||
Carrying amount of equity component | $ 70,900 | ||||||||
Total transaction costs | $ 11,000 | ||||||||
Amortization period of transaction costs attributable to liability component of convertible debt | 5 years | ||||||||
Debt redemption price due to fundamental change as a percentage of principal | 100.00% | ||||||||
Convertible debt | $ 274,100 | ||||||||
Customary events of default, percentage of principal and accrued and unpaid interest | 100.00% | ||||||||
Convertible Senior Notes Due 2022 | Conversion terms prior to close of business on business day immediately proceeding October 1, 2021 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Conversion obligation, stock closing price minimum as a percentage of conversion price | 130.00% | ||||||||
Conversion obligation, number of consecutive trading days | 30 days | ||||||||
Market price per $1000 of principal amount of notes | 1.144 | 1.144 | |||||||
Conversion obligation, number of trading days | 20 days | ||||||||
Convertible Senior Notes Due 2022 | Debt Redemption Terms on or after April 1, 2020 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Conversion obligation, stock closing price minimum as a percentage of conversion price | 130.00% | ||||||||
Conversion obligation, number of consecutive trading days | 30 days | ||||||||
Conversion obligation, number of trading days | 20 days | ||||||||
Debt instrument, percentage of principal amount for computation of redemption price | 100.00% | ||||||||
Convertible Senior Notes Due 2025 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Percentage of last sale price of common stock | 98.00% | ||||||||
Initial conversion rate of common stock per $1,000 of principal amount of Notes | 0.0139324 | ||||||||
Initial conversion price of notes into common stock (in dollars per share) | $ / shares | $ 71.78 | $ 71.78 | $ 71.78 | ||||||
Convertible debt, premium on common stock | 32.50% | ||||||||
Closing sale price (in dollars per share) | $ / shares | $ 54.17 | ||||||||
Market price per $1000 of principal amount of notes | 1.116 | 1.116 | |||||||
Debt instrument, percentage of principal amount for computation of redemption price | 100.00% | ||||||||
Convertible Senior Notes Due 2025 | Debt Conversion Terms Business Day Immediately Preceding February 3, 2020 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Threshold trading days | segment | 20 | ||||||||
Threshold consecutive trading days | segment | 30 | ||||||||
Threshold percentage stock price trigger | 130.00% | ||||||||
Convertible Senior Notes Due 2025 | Debt Redemption Terms on or after August 1, 2023 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Threshold trading days | segment | 20 | ||||||||
Threshold consecutive trading days | segment | 30 | ||||||||
Threshold percentage stock price trigger | 130.00% | ||||||||
Debt instrument, percentage of principal amount for computation of redemption price | 100.00% | ||||||||
Unsecured Debt | Convertible Senior Notes Due 2022 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | 2.375% | |||||
Debt issued in private placement | $ 345,000 | ||||||||
Debt instrument, repurchased face amount | $ 185,000 | ||||||||
Repayments of debt | 211,100 | ||||||||
Remaining payment required upon settlement of 2022 notes | $ 160,000 | ||||||||
Loss on early extinguishment of debt | 8,100 | ||||||||
Unsecured Debt | Convertible Senior Notes Due 2025 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Debt instrument, face amount | $ 402,500 | ||||||||
Stated interest rate (as a percent) | 0.75% | 0.75% | 0.75% | ||||||
Debt issued in private placement | $ 390,000 | $ 402,500 | |||||||
Convertible Debt | Convertible Senior Notes Due 2025 | |||||||||
DEBT AND FINANCING OBLIGATIONS | |||||||||
Convertible debt, carrying amount of liability component | $ 314,700 | $ 314,700 | |||||||
Assumed borrowing rate | 5.78% | ||||||||
Carrying amount of equity component | $ 87,800 | $ 87,800 | |||||||
Amortization period of equity component of convertible debt | 5 years | ||||||||
Total transaction costs | $ 12,500 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - Unsecured Debt - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 10, 2020 | Dec. 31, 2019 | Mar. 13, 2017 |
Convertible Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (as a percent) | 0.75% | 0.75% | ||
Convertible senior notes, gross | $ 402,500 | |||
Deferred financing costs | (8,940) | |||
Discount on debt | (80,530) | |||
Total debt, net of debt discount and deferred financing costs | $ 313,030 | |||
Convertible Senior Notes Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | |
Convertible senior notes, gross | $ 160,000 | $ 345,000 | ||
Deferred financing costs | (1,089) | (4,143) | ||
Discount on debt | (9,263) | (34,812) | ||
Total debt, net of debt discount and deferred financing costs | $ 149,648 | $ 306,045 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |||
Contractual and other interest expense | $ 7,650 | $ 8,195 | $ 8,205 |
Amortization of debt issuance costs | 2,156 | 1,707 | 1,634 |
Amortization of debt discount | 18,254 | 13,746 | 12,799 |
Capitalized interest and other | (2,389) | (20) | (689) |
Total | $ 25,671 | $ 23,628 | $ 21,949 |
Effective interest rate on convertible senior notes | 7.15% | 7.81% | 7.81% |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($)customer | Jan. 01, 2021USD ($) | Dec. 31, 2018USD ($) | |
Fair Value Measurements | ||||
Potential remaining milestone payments | $ 58,000 | |||
Interest receivable | $ 1,600 | $ 1,400 | ||
Number of major customers | customer | 3 | 3 | ||
TELA Bio | ||||
Fair Value Measurements | ||||
Investments fair value | $ 11,600 | $ 10,000 | ||
Payments to acquire investments | $ 1,600 | 1,600 | ||
Dividend income | 2,500 | |||
Impairment loss | $ (5,700) | |||
GeneQuine | ||||
Fair Value Measurements | ||||
Payments to acquire investments | 1,200 | |||
GeneQuine | Subsequent Event | ||||
Fair Value Measurements | ||||
Convertible note paid for investment | $ 1,200 | |||
Potential additional investment upon achieving milestones | $ 4,900 | |||
Carrying Value | ||||
Fair Value Measurements | ||||
Acquisition-related contingent consideration | $ 28,346 | |||
Major customer one | Accounts receivable | Credit risk | ||||
Fair Value Measurements | ||||
Concentration risk (as a percent) | 36.00% | 37.00% | ||
Major customer two | Accounts receivable | Credit risk | ||||
Fair Value Measurements | ||||
Concentration risk (as a percent) | 28.00% | 29.00% | ||
Major customer three | Accounts receivable | Credit risk | ||||
Fair Value Measurements | ||||
Concentration risk (as a percent) | 23.00% | 26.00% | ||
Myoscience Acquisition | ||||
Fair Value Measurements | ||||
Acquisition-related contingent consideration | $ 28,300 | $ 38,100 | ||
Change in fair value of contingent consideration since acquisition | $ 5,200 | $ 16,700 | ||
Myoscience Acquisition | Level 3 | Weighted Average | Contingent Consideration | Discount rates | ||||
Fair Value Measurements | ||||
Contingent consideration, liability, measurement input | 0.042 | |||
Myoscience Acquisition | Level 3 | Weighted Average | Contingent Consideration | Probabilities of payment for regulatory milestones | ||||
Fair Value Measurements | ||||
Contingent consideration, liability, measurement input | 0.608 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 13, 2017 | Dec. 31, 2020 | Jul. 10, 2020 | Jul. 07, 2020 | Mar. 07, 2017 |
Fair Value Measurements | |||||
Closing sale price (in dollars per share) | $ 59.84 | ||||
Convertible Senior Notes Due 2022 | |||||
Fair Value Measurements | |||||
Closing sale price (in dollars per share) | $ 48.65 | ||||
Initial conversion price of notes into common stock (in dollars per share) | $ 66.89 | $ 66.89 | |||
Convertible Senior Notes Due 2022 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Stated interest rate (as a percent) | 2.375% | 2.375% | 2.375% | ||
Convertible Senior Notes Due 2022 | Maximum | |||||
Fair Value Measurements | |||||
Debt instrument, convertible, conversion premium (in shares) | 2.4 | ||||
Convertible Senior Notes Due 2025 | |||||
Fair Value Measurements | |||||
Closing sale price (in dollars per share) | $ 54.17 | ||||
Initial conversion price of notes into common stock (in dollars per share) | $ 71.78 | $ 71.78 | |||
Convertible Senior Notes Due 2025 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Stated interest rate (as a percent) | 0.75% | 0.75% | |||
Convertible Senior Notes Due 2025 | Maximum | |||||
Fair Value Measurements | |||||
Debt instrument, convertible, conversion premium (in shares) | 5.6 | ||||
Carrying Value | |||||
Fair Value Measurements | |||||
Equity investment with readily determinable fair value | $ 11,642 | ||||
Acquisition-related contingent consideration | 28,346 | ||||
Carrying Value | Convertible Senior Notes Due 2022 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 149,648 | ||||
Carrying Value | Convertible Senior Notes Due 2025 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 313,030 | ||||
Estimate of Fair Value Measurement | Level 1 | |||||
Fair Value Measurements | |||||
Equity investment with readily determinable fair value | 11,642 | ||||
Acquisition-related contingent consideration | 0 | ||||
Estimate of Fair Value Measurement | Level 1 | Convertible Senior Notes Due 2022 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 0 | ||||
Estimate of Fair Value Measurement | Level 1 | Convertible Senior Notes Due 2025 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 0 | ||||
Estimate of Fair Value Measurement | Level 2 | |||||
Fair Value Measurements | |||||
Equity investment with readily determinable fair value | 0 | ||||
Acquisition-related contingent consideration | 0 | ||||
Estimate of Fair Value Measurement | Level 2 | Convertible Senior Notes Due 2022 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 183,000 | ||||
Estimate of Fair Value Measurement | Level 2 | Convertible Senior Notes Due 2025 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 449,039 | ||||
Estimate of Fair Value Measurement | Level 3 | |||||
Fair Value Measurements | |||||
Equity investment with readily determinable fair value | 0 | ||||
Acquisition-related contingent consideration | 28,346 | ||||
Estimate of Fair Value Measurement | Level 3 | Convertible Senior Notes Due 2022 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | 0 | ||||
Estimate of Fair Value Measurement | Level 3 | Convertible Senior Notes Due 2025 | Unsecured Debt | |||||
Fair Value Measurements | |||||
Convertible senior notes | $ 0 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Fair Value Inputs and Valuation (Details) - Myoscience Acquisition - Level 3 - Contingent Consideration | Dec. 31, 2020 |
Minimum | Discount rates | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration, liability, measurement input | 0.0412 |
Minimum | Probabilities of payment for regulatory milestones | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration, liability, measurement input | 0.0200 |
Maximum | Discount rates | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration, liability, measurement input | 0.0422 |
Maximum | Probabilities of payment for regulatory milestones | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration, liability, measurement input | 1 |
FINANCIAL INSTRUMENTS - Conting
FINANCIAL INSTRUMENTS - Contingent Consideration Rollforward (Details) - Contingent Consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Balance at December 31, 2019 | $ 38,142 |
Fair value adjustments and accretion | 5,204 |
Payments made | (15,000) |
Balance at December 31, 2020 | $ 28,346 |
FINANCIAL INSTRUMENTS - Sched_2
FINANCIAL INSTRUMENTS - Schedule of Investments at Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurements | ||
Cost | $ 516,845 | $ 278,198 |
Gross Unrealized Gains | 350 | 346 |
Gross Unrealized Losses | (31) | (24) |
Fair Value | 517,164 | 278,520 |
Short-term | ||
Fair Value Measurements | ||
Cost | 421,416 | 213,428 |
Gross Unrealized Gains | 320 | 299 |
Gross Unrealized Losses | (31) | (5) |
Fair Value | 421,705 | 213,722 |
Long-term | ||
Fair Value Measurements | ||
Cost | 95,429 | 64,770 |
Gross Unrealized Gains | 30 | 47 |
Gross Unrealized Losses | 0 | (19) |
Fair Value | 95,459 | 64,798 |
Asset-backed securities | Short-term | ||
Fair Value Measurements | ||
Cost | 34,918 | 43,166 |
Gross Unrealized Gains | 98 | 54 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 35,016 | 43,220 |
Asset-backed securities | Long-term | ||
Fair Value Measurements | ||
Cost | 28,064 | |
Gross Unrealized Gains | 10 | |
Gross Unrealized Losses | (15) | |
Fair Value | 28,059 | |
Commercial paper | Short-term | ||
Fair Value Measurements | ||
Cost | 221,494 | 32,250 |
Gross Unrealized Gains | 36 | 20 |
Gross Unrealized Losses | (18) | 0 |
Fair Value | 221,512 | 32,270 |
Corporate bonds | Short-term | ||
Fair Value Measurements | ||
Cost | 120,375 | 138,012 |
Gross Unrealized Gains | 179 | 225 |
Gross Unrealized Losses | (11) | (5) |
Fair Value | 120,543 | 138,232 |
Corporate bonds | Long-term | ||
Fair Value Measurements | ||
Cost | 36,706 | |
Gross Unrealized Gains | 37 | |
Gross Unrealized Losses | (4) | |
Fair Value | $ 36,739 | |
U.S. Government bonds | Short-term | ||
Fair Value Measurements | ||
Cost | 44,629 | |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | (2) | |
Fair Value | 44,634 | |
U.S. Government bonds | Long-term | ||
Fair Value Measurements | ||
Cost | 95,429 | |
Gross Unrealized Gains | 30 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 95,459 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 43,636,929 | 41,908,148 |
Common stock, shares outstanding (in shares) | 43,636,929 | 41,908,148 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
STOCKHOLDERS' EQUITY - AOCI (De
STOCKHOLDERS' EQUITY - AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances | $ 354,944 | $ 321,226 | $ 279,483 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Balances | 619,688 | 354,944 | 321,226 |
Net Unrealized Gains (Losses) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net unrealized gain on investments net of tax | (3) | 602 | 174 |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net unrealized gain on investments net of tax | (1) | ||
Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balances | 322 | (280) | (454) |
Balances | $ 318 | $ 322 | $ (280) |
STOCK PLANS - Narrative (Detail
STOCK PLANS - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Incentive Plans | ||||
Stock incentive plan, increased number of shares authorized for issuance (in shares) | 3,000,000 | |||
Employee stock purchase plan (ESPP), maximum shares available for sale (in shares) | 500,000 | |||
Maximum fair market value of ESPP shares available for purchase | $ 25,000 | |||
ESPP fair value (as percent) | 85.00% | |||
ESPP shares purchased and issued during period (in shares) | 61,585 | |||
Stock options | ||||
Stock Incentive Plans | ||||
Expiration period | 10 years | |||
Award vesting period | 4 years | |||
Expected recognition of non-vested stock options, not yet recognized | $ 55,600,000 | |||
Period for recognition of non-vested awards not yet recognized | 2 years 8 months 12 days | |||
Weighted average fair value of stock granted (in dollars per share) | $ 22.40 | $ 20.92 | $ 19.34 | |
RSUs | ||||
Stock Incentive Plans | ||||
Award vesting period | 4 years | |||
Period for recognition of non-vested awards not yet recognized | 3 years 1 month 6 days | |||
Expected recognition of non-vested RSUs, not yet recognized | $ 36,200,000 |
STOCK PLANS - Stock Incentive P
STOCK PLANS - Stock Incentive Plans (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Stock Incentive Plans | |
Stock incentive plan, awards reserved for issuance (in shares) | 13,106,701 |
Stock incentive plan, awards available for grant (in shares) | 11,606,389 |
Stock incentive plan, awards available for grant (in shares) | 1,500,312 |
Stock Incentive Plan 2011 | |
Stock Incentive Plans | |
Stock incentive plan, awards reserved for issuance (in shares) | 12,931,701 |
Stock incentive plan, awards available for grant (in shares) | 11,569,813 |
Stock incentive plan, awards available for grant (in shares) | 1,361,888 |
Inducement Plan 2014 | |
Stock Incentive Plans | |
Stock incentive plan, awards reserved for issuance (in shares) | 175,000 |
Stock incentive plan, awards available for grant (in shares) | 36,576 |
Stock incentive plan, awards available for grant (in shares) | 138,424 |
Employee Stock Purchase Plan (ESPP) 2014 | |
Stock Incentive Plans | |
ESPP, shares reserved for purchase (in shares) | 500,000 |
ESPP, shares purchased (in shares) | 353,566 |
ESPP, shares available for purchase (in shares) | 146,434 |
STOCK PLANS - Compensation Expe
STOCK PLANS - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-Based Compensation | |||
Stock-based compensation expense | $ 39,920 | $ 33,650 | $ 31,725 |
Related income tax benefit | 8,578 | 0 | 0 |
Stock options | |||
Share-Based Compensation | |||
Stock-based compensation expense | 26,749 | 23,360 | 22,643 |
RSUs | |||
Share-Based Compensation | |||
Stock-based compensation expense | 12,266 | 9,511 | 8,371 |
ESPP | |||
Share-Based Compensation | |||
Stock-based compensation expense | 905 | 779 | 711 |
Cost of goods sold | |||
Share-Based Compensation | |||
Stock-based compensation expense | 5,589 | 4,665 | 4,478 |
Research and development | |||
Share-Based Compensation | |||
Stock-based compensation expense | 5,211 | 5,114 | 3,934 |
Selling, general and administrative | |||
Share-Based Compensation | |||
Stock-based compensation expense | $ 29,120 | $ 23,871 | $ 23,313 |
STOCK PLANS - Stock Option Acti
STOCK PLANS - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | ||||
Balance at the beginning of the period (in shares) | 6,706,378 | 5,722,818 | 4,951,493 | |
Granted (in shares) | 1,502,803 | 1,872,758 | 1,994,332 | |
Exercised (in shares) | (1,428,111) | (425,495) | (332,732) | |
Forfeited (in shares) | (426,925) | (286,779) | (481,126) | |
Expired (in shares) | (119,027) | (176,924) | (409,149) | |
Balance at the end of the period (in shares) | 6,235,118 | 6,706,378 | 5,722,818 | 4,951,493 |
Exercisable at the end of the period (in shares) | 3,315,863 | |||
Vested and expected to vest at the end of the period (in shares) | 6,235,118 | |||
Weighted Average Exercise Price | ||||
Balance at the beginning of the period (in dollars per share) | $ 42.80 | $ 41.69 | $ 43.51 | |
Granted (in dollars per share) | 47.50 | 42.75 | 39.35 | |
Exercised (in dollars per share) | 31.67 | 19.90 | 21.55 | |
Forfeited (in dollars per share) | 42.08 | 39.22 | 42.30 | |
Expired (in dollars per share) | 71.71 | 63.33 | 68.01 | |
Balance at the end of the period (in dollars per share) | 45.98 | $ 42.80 | $ 41.69 | $ 43.51 |
Exercisable at the end of the period (in dollars per share) | 47.24 | |||
Vested and expected to vest at the end of the period (in dollars per share) | $ 45.98 | |||
Weighted Average Remaining Contractual Term | ||||
Term at the end of the period (in years) | 6 years 11 months 19 days | 7 years 18 days | 7 years 25 days | 6 years 10 months 28 days |
Term exercisable at the end of the period (in years) | 5 years 5 months 12 days | |||
Term vested and expected to vest at the end of the period (in years) | 6 years 11 months 19 days | |||
Aggregate Intrinsic Value | ||||
Balance at the beginning of the period | $ 50,652 | $ 49,166 | $ 57,021 | |
Exercised | 34,227 | 9,441 | 7,418 | |
Balance at the end of the period | 102,955 | $ 50,652 | $ 49,166 | $ 57,021 |
Exercisable at the end of the period | 58,308 | |||
Vested and expected to vest at the end of the period | $ 102,955 |
STOCK PLANS - Valuation Assumpt
STOCK PLANS - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock options | |||
Weighted Average Assumptions Used to Estimate the Fair Values of Each Option Grant | |||
Weighted average fair value of stock granted (in dollars per share) | $ 22.40 | $ 20.92 | $ 19.34 |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rate, minimum | 0.22% | 1.33% | 2.26% |
Risk free interest rate, maximum | 1.60% | 2.54% | 3.05% |
Expected volatility | 53.50% | 53.90% | 53.30% |
Expected term of ESPP share options | 5 years 4 months 9 days | 5 years 2 months 19 days | 5 years 1 month 20 days |
ESPP | |||
Weighted Average Assumptions Used to Estimate the Fair Values of Each Option Grant | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rate, minimum | 0.14% | 2.10% | 1.53% |
Risk free interest rate, maximum | 1.57% | 2.56% | 2.14% |
Expected volatility | 44.90% | 40.20% | 52.20% |
Expected term of ESPP share options | 6 months | 6 months | 6 months |
ESPP | Minimum | |||
Weighted Average Assumptions Used to Estimate the Fair Values of Each Option Grant | |||
Weighted average fair value of stock granted (in dollars per share) | $ 11.02 | $ 11.13 | $ 10.40 |
ESPP | Maximum | |||
Weighted Average Assumptions Used to Estimate the Fair Values of Each Option Grant | |||
Weighted average fair value of stock granted (in dollars per share) | $ 17.54 | $ 11.36 | $ 13.15 |
STOCK PLANS - RSU Activity (Det
STOCK PLANS - RSU Activity (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Units | ||||
Unvested balance at the beginning of the period (in shares) | 631,141 | 577,964 | 499,546 | |
Granted (in shares) | 665,476 | 305,418 | 331,129 | |
Vested (in shares) | (239,085) | (192,760) | (156,450) | |
Forfeited (in shares) | (100,079) | (59,481) | (96,261) | |
Unvested balance at the end of the period (in shares) | 957,453 | 631,141 | 577,964 | |
Weighted Average Fair Value at Grant Date | ||||
Unvested balance at the beginning of the period (in dollars per shares) | $ 41.87 | $ 42.14 | $ 47.32 | |
Granted (in dollars per share) | 48.70 | 43.56 | 38.36 | |
Vested (in dollars per share) | 41.91 | 45.55 | 49.59 | |
Forfeited (in dollars per share) | 44.43 | 41.22 | 43.92 | |
Unvested balance at the end of the period (in dollars per shares) | $ 46.34 | $ 41.87 | $ 42.14 | |
Aggregate Intrinsic Value | ||||
Unvested balance at the end of the period | $ 57,294 | $ 28,591 | $ 24,864 | $ 22,804 |
NET INCOME (LOSS) PER SHARE - C
NET INCOME (LOSS) PER SHARE - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||||||||||
Net income (loss) | $ 14,514 | $ 130,119 | $ (7,269) | $ 8,159 | $ (4,888) | $ (6,087) | $ 2,730 | $ (2,771) | $ 145,523 | $ (11,016) | $ (471) |
Denominator: | |||||||||||
Weighted average common shares outstanding - basic (in shares) | 42,671 | 41,513 | 40,911 | ||||||||
Computation of diluted securities: | |||||||||||
Weighted average number of shares outstanding - diluted (in shares) | 43,682 | 41,513 | 40,911 | ||||||||
Net income (loss) per share: | |||||||||||
Basic net income (loss) per common share (in USD per share) | $ 0.33 | $ 3.03 | $ (0.17) | $ 0.19 | $ (0.12) | $ (0.15) | $ 0.07 | $ (0.07) | $ 3.41 | $ (0.27) | $ (0.01) |
Diluted net income (loss) per common share (in USD per share) | $ 0.32 | $ 2.94 | $ (0.17) | $ 0.19 | $ (0.12) | $ (0.15) | $ 0.06 | $ (0.07) | $ 3.33 | $ (0.27) | $ (0.01) |
Stock options | |||||||||||
Computation of diluted securities: | |||||||||||
Dilutive effect of diluted securities (in shares) | 783 | 0 | 0 | ||||||||
RSUs | |||||||||||
Computation of diluted securities: | |||||||||||
Dilutive effect of diluted securities (in shares) | 227 | 0 | 0 | ||||||||
ESPP | |||||||||||
Computation of diluted securities: | |||||||||||
Dilutive effect of diluted securities (in shares) | 1 | 0 | 0 |
NET INCOME (LOSS) PER SHARE - A
NET INCOME (LOSS) PER SHARE - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
EARNINGS PER SHARE | |||
Total | 4,352 | 7,044 | 6,065 |
Stock options | |||
EARNINGS PER SHARE | |||
Total | 4,237 | 6,404 | 5,492 |
RSUs | |||
EARNINGS PER SHARE | |||
Total | 99 | 606 | 542 |
ESPP | |||
EARNINGS PER SHARE | |||
Total | 16 | 34 | 31 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Provision [Line Items] | |||||||||
Income tax expense (benefit) | $ (125,434) | $ 268 | $ 46 | ||||||
Effective tax rate | (624.39%) | (2.49%) | (10.73%) | ||||||
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% | ||||||
Reduction of valuation allowance for deferred tax assets | $ (126,600) | $ 7,000 | |||||||
Deferred tax assets, valuation allowance | 2,515 | $ 129,091 | |||||||
Deferred tax associated with equity component of convertible debt | $ 20,500 | $ 20,450 | |||||||
Minimum cumulative percentage of change in ownership as condition to offset taxable income | 50.00% | ||||||||
Unrecognized tax benefits resulting from prior tax positions | $ 1,500 | ||||||||
Myoscience Acquisition | |||||||||
Income Tax Provision [Line Items] | |||||||||
Reduction of valuation allowance for deferred tax assets | (1,800) | ||||||||
Federal | |||||||||
Income Tax Provision [Line Items] | |||||||||
Reduction of valuation allowance for deferred tax assets | (126,600) | ||||||||
Net operating losses | 243,500 | ||||||||
Net operating loss, subject to limitation | 88,400 | ||||||||
Available net operating loss, subject to limitation | 61,500 | ||||||||
Federal | Forecast | |||||||||
Income Tax Provision [Line Items] | |||||||||
Future NOL's available | $ 1,400 | $ 1,400 | $ 3,500 | $ 10,300 | $ 10,300 | ||||
Federal | Research Tax Credit Carryforward | |||||||||
Income Tax Provision [Line Items] | |||||||||
Tax credit carryforward, amount | 12,400 | ||||||||
State | |||||||||
Income Tax Provision [Line Items] | |||||||||
Net operating losses | 165,800 | ||||||||
State | Research Tax Credit Carryforward | |||||||||
Income Tax Provision [Line Items] | |||||||||
Tax credit carryforward, amount | 6,300 | ||||||||
Non-US | |||||||||
Income Tax Provision [Line Items] | |||||||||
Net operating losses | $ 18,700 |
INCOME TAXES - Current and Defe
INCOME TAXES - Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income (loss) before income taxes: | |||
Domestic | $ 17,000 | $ (7,026) | $ 5,169 |
Foreign | 3,089 | (3,722) | (5,594) |
Total income (loss) before income taxes | 20,089 | (10,748) | (425) |
Current taxes: | |||
Federal | (6) | 0 | (96) |
State | 1,185 | 2,096 | 142 |
Total current taxes | 1,179 | 2,096 | 46 |
Deferred taxes: | |||
Federal | (99,164) | (1,828) | 0 |
State | (27,449) | 0 | 0 |
Total deferred taxes | (126,613) | (1,828) | 0 |
Total income tax (benefit) expense | $ (125,434) | $ 268 | $ 46 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of income taxes at U.S. Federal statutory rate to the provision for income taxes | |||
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% |
State taxes | 3.15% | (7.33%) | (24.84%) |
Foreign taxes | 3.18% | (3.95%) | (92.04%) |
Change in valuation allowance | (647.87%) | 19.76% | 369.27% |
Stock-based compensation | (1.08%) | (10.53%) | (874.29%) |
Tax credits | (7.92%) | 19.93% | 700.35% |
Interest expense | 0.00% | 0.00% | 218.47% |
Effect of rate changes | 0.00% | (0.42%) | 13.44% |
Convertible senior notes refinancing | (5.22%) | 0.00% | 0.00% |
Nondeductible expenses | 4.55% | (13.58%) | (132.96%) |
Reserves | 7.66% | (15.41%) | (202.98%) |
338(g) tax election | 0.00% | (9.61%) | 0.00% |
Other | (1.84%) | (2.35%) | (6.15%) |
Effective tax rate | (624.39%) | (2.49%) | (10.73%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 66,123 | $ 68,921 |
Federal and state credits | 17,335 | 16,895 |
Depreciation and amortization | 13,473 | 15,778 |
Accruals and reserves | 7,254 | 8,767 |
Stock based compensation | 21,862 | 23,187 |
Inventory | 1,345 | 1,646 |
Other | 2,138 | 2,022 |
Total deferred tax assets | 129,530 | 137,216 |
Deferred tax liabilities: | ||
Discount on convertible senior notes | (20,851) | (8,125) |
Deferred tax assets, net of deferred tax liabilities | 108,679 | 129,091 |
Less: valuation allowance | (2,515) | (129,091) |
Net deferred tax assets | $ 106,164 | $ 0 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Unrecognized tax benefits at beginning of the period | $ 4,537 |
Additions for current year positions | 1,539 |
Unrecognized tax benefits at end of the period | $ 6,076 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Compensation expense recognized | $ 2.9 | $ 2.6 | $ 1.6 |
Employer discretionary contribution expense | $ 0.2 |
ACQUISITION-RELATED CHARGES A_3
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET - MyoScience (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contingent Consideration | ||
Business Acquisition [Line Items] | ||
Fair value adjustments and accretion | $ 5,204 | |
Myoscience Acquisition | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 5,400 | $ 21,600 |
Myoscience Acquisition | Advisory Costs | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 200 | 4,200 |
Myoscience Acquisition | Separation Costs, Asset Write-downs, and Other Restructuring Charges | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 700 | |
Myoscience Acquisition | Contingent Consideration | ||
Business Acquisition [Line Items] | ||
Fair value adjustments and accretion | $ 5,200 | $ 16,700 |
ACQUISITION-RELATED CHARGES A_4
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET - DepoCyte Discontinuation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Non-recurring charge related to discontinuation | $ 0.2 | $ 0.2 | $ 1.6 |
Payments for settlement | $ 5.3 |
ACQUISITION-RELATED CHARGES A_5
ACQUISITION-RELATED CHARGES AND PRODUCT DISCONTINUATION, NET - DepoCyte Product Discontinuance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 639 | $ 2,252 | $ 2,077 |
Charges incurred | (38) | 847 | 1,564 |
Cash payments made | (582) | (752) | (1,402) |
Other, including non-cash activity | (193) | ||
Balance sheet reclassifications | (1,515) | 13 | |
Ending balance | 19 | 639 | 2,252 |
Severance and Related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 81 | 0 | 0 |
Charges incurred | 0 | 429 | 0 |
Cash payments made | (81) | (348) | 0 |
Other, including non-cash activity | 0 | ||
Balance sheet reclassifications | 0 | 0 | |
Ending balance | 0 | 81 | 0 |
Lease Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 1,970 | 1,768 |
Charges incurred | 0 | 0 | 1,513 |
Cash payments made | 0 | 0 | (1,311) |
Other, including non-cash activity | 0 | ||
Balance sheet reclassifications | (1,970) | 0 | |
Ending balance | 0 | 0 | 1,970 |
Write-off of Property, Plant & Equipment and Inventory | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Charges incurred | 0 | 193 | 0 |
Cash payments made | 0 | 0 | 0 |
Other, including non-cash activity | (193) | ||
Balance sheet reclassifications | 0 | 0 | |
Ending balance | 0 | 0 | 0 |
AROs, Other Restructuring and Discontinuation Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 558 | 282 | 309 |
Charges incurred | (38) | 225 | 51 |
Cash payments made | (501) | (404) | (91) |
Other, including non-cash activity | 0 | ||
Balance sheet reclassifications | 455 | 13 | |
Ending balance | $ 19 | $ 558 | $ 282 |
COMMERCIAL PARTNERS AND OTHER_2
COMMERCIAL PARTNERS AND OTHER AGREEMENTS (Details) - USD ($) $ in Thousands | Jul. 20, 2018 | Dec. 31, 2020 | Jun. 19, 2018 | Dec. 05, 2012 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Collaborative arrangement, milestone payments received | $ 9,700 | |||
Collaborative arrangement, milestone payments to be received | $ 10,000 | |||
Collaborative arrangement, option to extend, term | 5 years | |||
Nuance Biotech Co. Ltd. | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Collaborative arrangement, upfront payment received | $ 3,000 | |||
Achievement of Development and Commercial Milestones | Maximum | Aratana Therapeutics Inc | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Collaborative arrangement, milestone payments to be received | $ 40,000 | |||
Achievement of Development and Commercial Milestones | Maximum | Nuance Biotech Co. Ltd. | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Collaborative arrangement, milestone payments to be received | $ 60,000 | |||
DePuy Synthes Sales Inc | Co-Promotion Agreement | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payment of early termination fees | $ 9,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Member of board of directors - Consulting agreement | 1 Months Ended |
Apr. 30, 2012$ / sharesshares | |
First Price Option | |
RELATED PARTY TRANSACTIONS | |
Number of shares that can be purchased under option (in shares) | shares | 20,000 |
Exercise price of shares that can be purchased under option (in dollars per share) | $ / shares | $ 11.02 |
Second Price Option | |
RELATED PARTY TRANSACTIONS | |
Number of shares that can be purchased under option (in shares) | shares | 70,000 |
Exercise price of shares that can be purchased under option (in dollars per share) | $ / shares | $ 16.67 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 21, 2007 | Oct. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Long-term Purchase Commitment [Line Items] | |||||
Litigation investigation term | 5 years | ||||
Litigation settlement, amount awarded to other party | $ 3.5 | ||||
Service | |||||
Long-term Purchase Commitment [Line Items] | |||||
Purchase obligation | $ 24.5 | ||||
Raw Materials | |||||
Long-term Purchase Commitment [Line Items] | |||||
Purchase obligation | 17.1 | ||||
PPI-California | |||||
Long-term Purchase Commitment [Line Items] | |||||
Initial purchase price for acquisition | $ 19.6 | ||||
SkyePharma Holding, Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Total milestone payments yet to be paid | 36 | ||||
SkyePharma Holding, Inc. | Maximum | |||||
Long-term Purchase Commitment [Line Items] | |||||
Milestone payments for EXPAREL agreed in connection with acquisition | $ 62 | ||||
Fortis | |||||
Long-term Purchase Commitment [Line Items] | |||||
Loss contingency, damages sought | $ 40 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 130,974 | $ 117,484 | $ 75,505 | $ 105,684 | $ 122,424 | $ 104,685 | $ 102,604 | $ 91,313 | $ 429,647 | $ 421,026 | $ 337,277 |
Cost of goods sold | 35,298 | 29,993 | 22,305 | 29,732 | 31,904 | 22,304 | 25,201 | 27,303 | 117,328 | 106,712 | 86,845 |
Total operating expenses | 112,191 | 99,864 | 82,652 | 88,590 | 120,711 | 102,272 | 97,329 | 90,234 | 383,297 | 410,546 | 321,362 |
Net income (loss) | $ 14,514 | $ 130,119 | $ (7,269) | $ 8,159 | $ (4,888) | $ (6,087) | $ 2,730 | $ (2,771) | $ 145,523 | $ (11,016) | $ (471) |
Basic net income (loss) per common share (in USD per share) | $ 0.33 | $ 3.03 | $ (0.17) | $ 0.19 | $ (0.12) | $ (0.15) | $ 0.07 | $ (0.07) | $ 3.41 | $ (0.27) | $ (0.01) |
Diluted net income (loss) per common share (in USD per share) | $ 0.32 | $ 2.94 | $ (0.17) | $ 0.19 | $ (0.12) | $ (0.15) | $ 0.06 | $ (0.07) | $ 3.33 | $ (0.27) | $ (0.01) |