0001396814-22-000068 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 01, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
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	5401 West Kennedy Boulevard, Suite 890
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33609
City Area Code	813
Local Phone Number	553-6680
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PCRX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,882,088
Entity Central Index Key	0001396814
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 109,424	$ 585,578
Short-term available-for-sale investments	219,301	70,831
Accounts receivable, net	93,471	96,318
Inventories, net	96,799	98,550
Prepaid expenses and other current assets	14,416	14,771
Total current assets	533,411	866,048
Noncurrent available-for-sale investments	17,394	0
Fixed assets, net	193,646	188,401
Right-of-use assets, net	69,662	76,410
Goodwill	157,361	145,175
Intangible assets, net	581,002	623,968
Deferred tax assets	155,531	153,364
Investments and other assets	26,358	21,987
Total assets	1,734,365	2,075,353
Current liabilities:
Accounts payable	12,933	10,543
Accrued expenses	76,357	127,555
Lease liabilities	8,364	7,891
Convertible senior notes, net	0	350,466
Current portion of long-term debt, net	33,872	24,234
Income taxes payable	0	429
Total current liabilities	131,526	521,118
Convertible senior notes, net	404,151	339,267
Long-term debt, net	309,848	335,263
Lease liabilities	65,401	71,727
Contingent consideration	34,204	57,598
Other liabilities	19,112	19,972
Total liabilities	964,242	1,344,945
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021	0	0
Common stock, par value $0.001; 250,000,000 shares authorized; 45,864,319 and 44,734,308 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	46	45
Additional paid-in capital	909,396	942,091
Accumulated deficit	(138,649)	(211,895)
Accumulated other comprehensive (loss) income	(670)	167
Total stockholders’ equity	770,123	730,408
Total liabilities and stockholders’ equity	$ 1,734,365	$ 2,075,353

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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)	45,864,319	44,734,308
Common stock, shares outstanding (in shares)	45,864,319	44,734,308

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues:
Total net product sales	$ 167,466	$ 127,722	$ 494,868	$ 382,339
Operating expenses:
Cost of goods sold	50,678	34,651	137,379	101,248
Research and development	19,405	11,578	67,292	40,031
Selling, general and administrative	61,283	47,856	190,546	147,191
Amortization of acquired intangible assets	14,322	1,967	42,966	5,900
Acquisition-related charges (gains) and other	489	237	(13,232)	2,256
Total operating expenses	146,177	96,289	424,951	296,626
Income from operations	21,289	31,433	69,917	85,713
Other (expense) income:
Interest income	1,234	177	1,757	816
Interest expense	(9,856)	(7,333)	(28,935)	(21,327)
Other, net	(10,598)	(46)	(11,369)	(2,600)
Total other expense, net	(19,220)	(7,202)	(38,547)	(23,111)
Income before income taxes	2,069	24,231	31,370	62,602
Income tax expense	(2,762)	(6,571)	(5,359)	(15,492)
Net (loss) income	$ (693)	$ 17,660	$ 26,011	$ 47,110
Net (loss) income per share:
Basic net (loss) income per common share (in USD per share)	$ (0.02)	$ 0.40	$ 0.57	$ 1.07
Diluted net (loss) income per common share (in USD per share)	$ (0.02)	$ 0.39	$ 0.56	$ 1.03
Weighted average common shares outstanding:
Basic (in shares)	45,831	44,476	45,400	44,151
Diluted (in shares)	45,831	45,463	52,220	45,674
Net product sales
Revenues:
Total net product sales	$ 166,560	$ 126,791	$ 492,563	$ 380,392
Royalty revenue
Revenues:
Total net product sales	906	931	2,305	1,822
Collaborative licensing and milestone revenue
Revenues:
Total net product sales	$ 0	$ 0	$ 0	$ 125

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (693)	$ 17,660	$ 26,011	$ 47,110
Other comprehensive (loss) income:
Net unrealized loss on investments, net of tax	(163)	(30)	(1,056)	(168)
Foreign currency translation adjustments	98	2	219	3
Total other comprehensive loss	(65)	(28)	(837)	(165)
Comprehensive (loss) income	$ (758)	$ 17,632	$ 25,174	$ 46,945

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Dec. 31, 2020			43,637,000
Balance at beginning of period at Dec. 31, 2020	$ 619,688		$ 44	$ 873,201		$ (253,875)		$ 318
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)			553,000
Exercise of stock options	19,039		$ 1	19,038
Vested restricted stock units (in shares)			302,000
Vested restricted stock units	0
Common stock issued under employee stock purchase plan (in shares)			31,000
Common stock issued under employee stock purchase plan	1,574			1,574
Stock-based compensation	31,356			31,356
Other comprehensive loss (Note 11)	(165)							(165)
Net (loss) income	47,110					47,110
Ending balance (in shares) at Sep. 30, 2021			44,523,000
Balance at end of period at Sep. 30, 2021	718,602		$ 45	925,169		(206,765)		153
Beginning balance (in shares) at Dec. 31, 2020			43,637,000
Balance at beginning of period at Dec. 31, 2020	619,688		$ 44	873,201		(253,875)		318
Ending balance (in shares) at Dec. 31, 2021			44,734,000
Balance at end of period at Dec. 31, 2021	$ 730,408	$ (49,233)	$ 45	942,091	$ (96,468)	(211,895)	$ 47,235	167
Increase (Decrease) in Stockholders' Equity
Reclassification of the equity component of convertible senior notes to liabilities upon adoption of Accounting Standards Update 2020-06 (Note 2)	Accounting Standards Update 2020-06 Retrospective [Member]
Beginning balance (in shares) at Jun. 30, 2021			44,437,000
Balance at beginning of period at Jun. 30, 2021	$ 687,168		$ 44	911,368		(224,425)		181
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)			74,000
Exercise of stock options	3,018		$ 1	3,017
Vested restricted stock units (in shares)			12,000
Vested restricted stock units	0
Stock-based compensation	10,784			10,784
Other comprehensive loss (Note 11)	(28)							(28)
Net (loss) income	17,660					17,660
Ending balance (in shares) at Sep. 30, 2021			44,523,000
Balance at end of period at Sep. 30, 2021	718,602		$ 45	925,169		(206,765)		153
Beginning balance (in shares) at Dec. 31, 2021			44,734,000
Balance at beginning of period at Dec. 31, 2021	$ 730,408	$ (49,233)	$ 45	942,091	$ (96,468)	(211,895)	$ 47,235	167
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)	667,940		667,000
Exercise of stock options	$ 23,498		$ 1	23,497
Vested restricted stock units (in shares)			324,000
Vested restricted stock units	$ 0
Common stock issued under employee stock purchase plan (in shares)	36,729		37,000
Common stock issued under employee stock purchase plan	$ 1,821			1,821
Stock-based compensation	35,415			35,415
Issuance of common stock upon conversion of 2022 convertible senior notes (Note 9) (in shares)			102,000
Issuance of common stock upon conversion of 2022 convertible senior notes (Note 9)	3,040			3,040
Other comprehensive loss (Note 11)	(837)							(837)
Net (loss) income	26,011					26,011
Ending balance (in shares) at Sep. 30, 2022			45,864,000
Balance at end of period at Sep. 30, 2022	770,123		$ 46	909,396		(138,649)		(670)
Beginning balance (in shares) at Jun. 30, 2022			45,802,000
Balance at beginning of period at Jun. 30, 2022	756,636		$ 46	895,151		(137,956)		(605)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)			37,000
Exercise of stock options	1,563		$ 0	1,563
Vested restricted stock units (in shares)			25,000
Vested restricted stock units	0
Stock-based compensation	12,682			12,682
Other comprehensive loss (Note 11)	(65)							(65)
Net (loss) income	(693)					(693)
Ending balance (in shares) at Sep. 30, 2022			45,864,000
Balance at end of period at Sep. 30, 2022	$ 770,123		$ 46	$ 909,396		$ (138,649)		$ (670)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net income	$ 26,011	$ 47,110
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred taxes	2,895	12,953
Depreciation of fixed assets and amortization of intangible assets	61,095	15,478
Amortization of debt issuance costs	2,957	1,976
Amortization of debt discount	2,107	17,245
Loss (gain) on disposal of fixed assets	193	(10)
Stock-based compensation	35,415	31,356
Changes in contingent consideration	(23,394)	(2,147)
Impairment of investment	10,000	0
Loss on investment	184	2,641
Changes in operating assets and liabilities:
Accounts receivable, net	2,847	3,070
Inventories, net	1,751	(2,560)
Prepaid expenses and other assets	(568)	907
Accounts payable	4,681	(825)
Accrued expenses and income taxes payable	(23,560)	(17,034)
Other liabilities	623	(1,996)
Payment of contingent consideration	0	(5,662)
Net cash provided by operating activities	103,237	102,502
Investing activities:
Purchases of fixed assets	(24,584)	(36,700)
Purchases of available-for-sale investments	(319,426)	(513,492)
Sales of available-for-sale investments	152,636	470,614
Payment of contingent consideration	(32,000)	0
Purchases of equity and debt investments	(13,000)	(17,187)
Sale of equity investment	0	9,057
Net cash used in investing activities	(236,374)	(87,708)
Financing activities:
Proceeds from exercises of stock options	23,482	19,049
Proceeds from shares issued under employee stock purchase plan	1,820	1,574
Repayment of Term loan B facility maturing December 2026	(18,750)	0
Payment of contingent consideration to MyoScience, Inc. securityholders	0	(1,338)
Net cash (used in) provided by financing activities	(343,017)	19,285
Net (decrease) increase in cash and cash equivalents	(476,154)	34,079
Cash and cash equivalents, beginning of period	585,578	99,957
Cash and cash equivalents, end of period	109,424	134,036
Supplemental cash flow information:
Cash paid for interest	23,620	5,096
Cash paid for income taxes, net of refunds	4,216	2,259
Non-cash investing and financing activities:
Issuance of common stock from conversion of 2022 convertible senior notes	3,040	0
Fixed assets included in accounts payable and accrued liabilities	5,486	4,719
Convertible Senior Notes Due 2022
Financing activities:
Repayment of convertible senior notes	(156,960)	0
Convertible Senior Notes Due 2024
Financing activities:
Repayment of convertible senior notes	$ (192,609)	$ 0

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2022
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 providing a non-opioid option to as many patients as possible to redefine the role of opioids as rescue therapy only. The Company is also developing innovative interventions to address debilitating conditions involving the sympathetic nervous system, such as cardiac electrical storm, chronic pain and spasticity. The Company’s long-acting, local analgesic, EXPAREL® (bupivacaine liposome injectable suspension), was commercially launched in the United States, or U.S., in April 2012 and approved in select European countries and the United Kingdom, or U.K. in November 2021. EXPAREL utilizes the Company’s proprietary multivesicular liposome drug delivery technology that encapsulates drugs without altering their molecular structure, and releases them over a desired period of time. In November 2021, the Company acquired Flexion Therapeutics, Inc., or Flexion, and added ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) to its product portfolio. ZILRETTA is the first and only extended-release, intra-articular (meaning in the joint) injection indicated for the management of osteoarthritis, or OA, knee pain. For more information, see Note 4, Flexion Acquisition. In April 2019, the Company added iovera°® to its commercial offering with the acquisition of MyoScience, Inc., or MyoScience (the “MyoScience Acquisition”). The iovera° system is a handheld cryoanalgesia device used to deliver a precise, controlled application of cold temperature to 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 three products, reliance on a limited number of wholesalers, reliance on a limited number of manufacturing sites, new technological innovations, dependence on key personnel, reliance on third-party service providers and sole source suppliers, protection of proprietary technology, compliance with government regulations and risks related to cybersecurity. The Company is managed and operated as a single business focused on the development, manufacture, marketing, distribution and sale of non-opioid pain management and regenerative health solutions. The Company is managed by a single management team, and consistent with its organizational structure, the Chief Executive Officer and Chairman manages and allocates resources at a consolidated level. Accordingly, the Company views its business as one reportable segment to evaluate performance, allocate resources, set operational targets and forecast its future financial results. Coronavirus (COVID-19) Pandemic and Global Economic Conditions Since early 2020, the Company’s revenues have been impacted by COVID-19 pandemic-related challenges that included the significant postponement or suspension in the scheduling of elective surgical procedures due to public health guidance and government directives. While the degree of impact has diminished during the course of the pandemic due to the introduction of vaccines and therapeutics, as well as the lessening of elective surgery restrictions, certain pandemic-related operational and staffing challenges persist. It remains unclear how long it will take the elective surgery market to normalize or if restrictions on elective procedures will recur due to future COVID-19 variants or otherwise. Direct effects of the pandemic and global economic conditions may negatively impact the Company’s business, financial condition and results of operations. Such impacts may include the effect of prolonged periods of inflation on the Company’s customers and suppliers and longer lead-times or the inability to secure a sufficient supply of materials. The situation remains dynamic and subject to rapid and possibly material changes. Additional negative impacts may also arise 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 ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), for interim reporting. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The condensed consolidated financial statements at September 30, 2022, and for the three and nine-month periods ended September 30, 2022 and 2021, are unaudited, but include all adjustments (consisting of only normal recurring adjustments)

which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP. The condensed consolidated balance sheet at December 31, 2021 is derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for these interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year.

Concentration of Major Customers

The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc. and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual doctors. The Company also sells EXPAREL directly to ambulatory surgery centers and physicians. The Company sells ZILRETTA primarily to specialty distributors and a specialty pharmacy, who then subsequently resell ZILRETTA to physicians, clinics and certain medical centers or hospitals. The Company also contracts directly with healthcare providers and intermediaries such as Group Purchasing Organizations, or GPOs. The Company sells iovera° directly to end users and its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee in the U.S.

The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Largest wholesaler	31%	31%	31%	31%
Second largest wholesaler	22%	28%	23%	28%
Third largest wholesaler	22%	26%	22%	26%
Total	75%	85%	76%	85%

The percentage of revenues from the Company’s three largest wholesalers have shifted in the current year with the addition of ZILRETTA sales, which began in November 2021 following the completion of the Flexion Acquisition (as defined below).

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 were recorded as paid in capital. In addition, the new guidance requires diluted earnings per share calculations be prepared using the if-converted method instead of the treasury stock method. The Company elected to adopt the new guidance using a modified retrospective method of transition, which applied to transactions outstanding at January 1, 2022. As a result, the Company does not separately present in equity an embedded conversion feature for its convertible debt. Instead, the Company accounts for its convertible debt instruments wholly as debt. In addition, effective on January 1, 2022, the Company did not record interest expense on the previously recorded discount on its convertible debt. The impact on the condensed consolidated balance sheet at January 1, 2022 increased net debt by approximately $64.9 million, reduced accumulated deficit by $47.2 million, reduced additional paid-in capital by $96.5 million and decreased deferred tax liabilities by $15.7 million.

REVENUE

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

Revenue from Contracts with Customers

The Company’s net product sales consist of (i) EXPAREL in the U.S., the European Union, or E.U., and the U.K.; (ii) ZILRETTA in the U.S.; (iii) iovera° in the U.S., Canada and the E.U. and (iv) sales of, and royalties on, its bupivacaine liposome injectable suspension for veterinary use. Royalty revenues are from the Company’s collaborative licensing agreements. The Company does not consider revenue from sources other than sales of EXPAREL and ZILRETTA to be material sources of its consolidated revenue. As such, the following disclosure only relates to revenue associated with net EXPAREL and ZILRETTA 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. The Company primarily sells ZILRETTA to specialty distributors and a specialty pharmacy, who then subsequently resell ZILRETTA to physicians, clinics and certain medical centers or hospitals. The Company also contracts directly with healthcare providers and intermediaries such as GPOs. 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 and ZILRETTA revenues are recorded at the time the products are transferred to the customer.

Revenues from sales of products are recorded net of returns allowances, prompt payment discounts, service fees, government rebates, 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, statutory requirements and other related information that may become known in the future.

Accounts Receivable

The majority of accounts receivable arise from product sales and represent amounts due from wholesalers, hospitals, ambulatory surgery centers, specialty distributors, specialty pharmacy and doctors. Payment terms generally range from zero to 97 days from the date of the transaction, and accordingly, there is no significant financing component.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, or ASC, 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

At contract inception, the Company assesses the goods promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good that is distinct. When identifying individual performance obligations, the Company considers all goods promised in the contract regardless of whether explicitly stated in the customer contract or implied by customary business practices. The Company’s contracts with customers require it to transfer an individual distinct product, which represents a single performance obligation. The Company’s performance obligation with respect to its product sales is satisfied at a point in time, which transfers control upon delivery of EXPAREL and ZILRETTA to its customers. The Company considers control to have transferred upon delivery because the customer has legal title to the asset, physical possession of the asset has been transferred, the customer has significant risks and rewards of ownership of the asset, and the Company has a present right to payment at that time.

Disaggregated Revenue

The following table represents disaggregated net product sales in the periods presented as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net product sales:
EXPAREL	$	132,642	$	121,926	$	398,854	$	366,663
ZILRETTA	26,494		—		77,546		—
iovera°	4,467		4,182		10,694		11,264
Bupivacaine liposome injectable suspension	2,957		683		5,469		2,465
Total net product sales	$	166,560	$	126,791	$	492,563	$	380,392

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

FLEXION ACQUISITION

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

FLEXION ACQUISITION

On November 19, 2021, the Company acquired Flexion (the “Flexion Acquisition”), a biopharmaceutical company focused on the discovery, development, and commercialization of novel, local therapies for the treatment of patients with musculoskeletal conditions, beginning with osteoarthritis, the most common form of arthritis. Upon consummation of the Flexion Acquisition, Flexion became a wholly-owned subsidiary of the Company and was renamed Pacira Therapeutics, Inc.

The total consideration for the Flexion Acquisition was approximately $578.8 million consisting of: (i) $448.5 million of cash paid to former Flexion stockholders and to settle restricted stock units and in-the-money stock options; (ii) an $85.1 million cash payment to repay Flexion debt that was not assumed by the Company and (iii) $45.2 million of estimated contingent consideration related to contingent value rights, or CVRs, that were issued to Flexion shareholders and certain equity award holders in conjunction with the Flexion Acquisition. The consideration is subject to adjustments based on the achievement of certain potential milestone payments. Up to an additional $380.2 million in the aggregate may be payable to holders of the CVRs if each of the applicable milestones are achieved. No contingent consideration milestones were achieved in the nine months ended September 30, 2022. See Note 10, Financial Instruments, for information regarding the methodology and key assumptions used in the fair value measurements of contingent consideration and for more information regarding the changes in fair value.

The Company is finalizing its valuation of certain tax accounts, and anticipates finalizing the purchase price allocation as the information necessary to complete the analyses is obtained, but no later than one year after the acquisition date. The following table sets forth the preliminary allocation of the Flexion Acquisition purchase price to the estimated fair value of the net assets acquired at the acquisition date (in thousands):


	Amounts Recognized at the Acquisition Date (as previously reported) (a)		Measurement Period Adjustments (b)		Amounts Recognized at the Acquisition Date (as adjusted)
ASSETS ACQUIRED
Cash and cash equivalents	$	113,562	$	—	$	113,562
Short-term available-for-sale investments	11,153		—		11,153
Accounts receivable	32,838		—		32,838
Inventories	29,667		—		29,667
Prepaid expenses and other assets	4,852		—		4,852
Fixed assets	23,307		—		23,307
Deferred tax assets	58,015		(10,970)		47,045
Right-of-use assets	6,585		—		6,585
Identifiable intangible assets	480,000		—		480,000
In-process research and development (IPR&D)	61,000		—		61,000
Total assets	$	820,979	$	(10,970)	$	810,009
LIABILITIES ASSUMED
Accounts payable	$	9,794	$	—	$	9,794
Accrued expenses	22,746		1,216		23,962
Deferred revenue	10,000		—		10,000
Lease liabilities	6,585		—		6,585
Other liabilities	1,187		—		1,187
Long-term debt	201,450		—		201,450
Total liabilities	251,762		1,216		252,978
Total identifiable net assets acquired	569,217		(12,186)		557,031
Goodwill	9,628		12,186		21,814
Total consideration transferred	$	578,845	$	—	$	578,845

(a) As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(b) Represents the finalization of a tax study and pre-acquisition expenses that were paid by the Company in 2022, partially offset by the release of estimated reserves.

Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the three and nine-month periods ended September 30, 2021, as if the Flexion Acquisition had occurred on January 1, 2020. This pro forma information does not purport to represent what the Company’s actual results would have been if the Flexion Acquisition had occurred as of January 1, 2020, and is not indicative of what such results would be expected for any future period (in thousands, except per share amounts):


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Total revenues	$	149,048	$	456,429
Net loss	$	(10,763)	$	(31,250)
Pro forma basic and diluted net loss per share	$	(0.24)	$	(0.71)

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 Flexion. The summary pro forma financial information primarily reflects the following pro forma adjustments:

•Recognition of the income tax benefit resulting from decreasing Flexion’s existing valuation allowance on deferred tax assets for the three and nine months ended September 30, 2021;

•Removal of Flexion’s interest expense and associated deferred financing cost amortization related to the $85.1 million of debt not assumed;

•Adjustments to the Company’s interest income for the cash used to acquire Flexion;

•Additional cost of goods sold related to a step-up value in inventory;

•Additional amortization expense from the acquired developed technology intangible assets;

•Additional depreciation of Flexion’s fixed assets; and

•Additional lease expense on Flexion’s right-of-use, or ROU, assets.

In addition, all of the above adjustments were adjusted for the applicable tax impact.

INVENTORIES

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

INVENTORIES

The components of inventories, net are as follows (in thousands):


	September 30,		December 31,
	2022		2021
Raw materials	$	35,602	$	36,337
Work-in-process	35,026		35,182
Finished goods	26,171		27,031
Total	$	96,799	$	98,550

FIXED ASSETS

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

FIXED ASSETS

Fixed assets, net, summarized by major category, consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Machinery and equipment	$	118,233	$	117,264
Leasehold improvements	61,302		59,740
Computer equipment and software	14,449		13,197
Office furniture and equipment	2,420		2,883
Construction in progress	98,770		80,557
Total	295,174		273,641
Less: accumulated depreciation	(101,528)		(85,240)
Fixed assets, net	$	193,646	$	188,401

For the three months ended September 30, 2022 and 2021, depreciation expense was $5.8 million and $3.8 million, respectively. For the three months ended September 30, 2022 and 2021, there was $1.1 million and $0.9 million of capitalized interest on the construction of manufacturing sites, respectively.

For the nine months ended September 30, 2022 and 2021, depreciation expense was $18.0 million and $9.6 million, respectively. For the nine months ended September 30, 2022 and 2021, there was $2.9 million and $3.0 million of capitalized interest on the construction of manufacturing sites, respectively.

At September 30, 2022 and December 31, 2021, total fixed assets, net includes leasehold improvements and manufacturing process equipment located in Europe in the amount of $57.4 million and $65.4 million, respectively.

As of September 30, 2022 and December 31, 2021, the Company had asset retirement obligations of $3.1 million and $2.4 million, respectively, included in accrued expenses and other liabilities on its condensed consolidated balance sheet, for costs associated with returning leased spaces to their original condition upon the termination of certain lease agreements.

LEASES

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

LEASES

The Company leases all of its facilities, including its EXPAREL and iovera° manufacturing facility in San Diego, California. These leases have remaining terms up to 7.9 years, some of which provide renewal options at the then-current market value. The Company also has two embedded leases with Thermo Fisher Scientific Pharma Services for the use of their manufacturing facility in Swindon, England for the production of EXPAREL and ZILRETTA. A portion of the associated monthly base fees has been allocated to the lease components based on a relative fair value basis. During the three months ended September 30, 2022, the Company entered into a partial sublease for the former Flexion research and development laboratory in Woburn, Massachusetts which resulted in a $0.4 million ROU asset reclassified to a fixed asset.

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 expense, net is as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Fixed lease costs	$	3,440	$	2,919	$	10,509	$	8,762
Variable lease costs	540		416		1,520		1,318
Sublease income	(169)		—		(169)		—
Lease expense, net of sublease income	$	3,811	$	3,335	$	11,860	$	10,080

Supplemental cash flow information related to operating leases is as follows (in thousands):


	Nine Months Ended
	September 30,
	2022		2021
Cash paid for operating lease liabilities, net of lease incentive	$	9,922	$	9,868
ROU assets recorded in exchange for lease obligations	$	—	$	212

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 condensed consolidated statement of cash flows.

The Company has measured its operating lease liabilities at an estimated discount rate at which it could borrow on a collateralized basis over the remaining term for each operating lease. The weighted average remaining lease term and the weighted average discount rate are summarized as follows:


	September 30,
	2022		2021
Weighted average remaining lease term	7.11 years		8.46 years
Weighted average discount rate	6.95	%	6.88	%

Maturities of the Company’s operating lease liabilities are as follows (in thousands):


Year	Aggregate Minimum Payments Due
2022 (remaining three months)	$	3,261
2023	13,304
2024	13,435
2025	12,575
2026	12,310
Thereafter	39,423
Total future lease payments	94,308
Less: imputed interest	(20,543)
Total operating lease liabilities	$	73,765

As of September 30, 2022, the Company has entered into one lease agreement not included above as the Company has not yet taken possession of the property. When the lease commences, the future lease obligations will be as follows (in thousands):


Year	Aggregate Minimum Payments Due
2022 (remaining three months)	$	81
2023	492
2024	493
2025	503
2026	505
Thereafter	443
Total future lease payments	$	2,517

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company’s goodwill results from the acquisition of Pacira Pharmaceuticals, Inc. (the Company’s California operating subsidiary) from SkyePharma Holding, Inc., or Skyepharma, (now a subsidiary of Vectura Group plc) in March 2007 (the “Skyepharma Acquisition”), MyoScience, Inc., or MyoScience, (the “MyoScience Acquisition”) in April 2019 and the Flexion Acquisition in November 2021. The balances at September 30, 2022 and December 31, 2021 were $157.4 million and $145.2 million, respectively. The increase was due to measurement period adjustments associated with the Flexion Acquisition. See Note 4, Flexion Acquisition, for more information.

The Skyepharma Acquisition occurred in March 2007, prior to the requirements to record contingent consideration at fair value under ASC 805-30. In connection with the Skyepharma Acquisition, the Company agreed to certain milestone payments for DepoBupivacaine products, including EXPAREL. The final Skyepharma milestone payment of $32.0 million when annual net sales collected reached $500.0 million was achieved in the fourth quarter of 2021 and paid during the first quarter of 2022.

Intangible Assets

Intangible assets, net, consist of the in-process research and development, or IPR&D, and developed technology from the Flexion Acquisition and developed technology and customer relationships from the MyoScience Acquisition and are summarized as follows (dollar amounts in thousands):


September 30, 2022	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(70,057)	$	519,943	10 years, 5 months
Customer relationships	90		(31)		59		10 years
Total finite-lived intangible assets, net	590,090		(70,088)		520,002
Acquired IPR&D	61,000		—		61,000
Total intangible assets, net	$	651,090	$	(70,088)	$	581,002

December 31, 2021	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(27,097)	$	562,903	10 years, 5 months
Customer relationships	90		(25)		65		10 years
Total finite-lived intangible assets, net	590,090		(27,122)		562,968
Acquired IPR&D	61,000		—		61,000
Total intangible assets, net	$	651,090	$	(27,122)	$	623,968

Amortization expense on intangible assets for the three and nine months ended September 30, 2022 was $14.3 million and $43.0 million, respectively. Amortization expense on intangible assets for the three and nine months ended September 30, 2021 was $2.0 million and $5.9 million, respectively. The increase in amortization expense in the current year is a result of the amortization of ZILRETTA for osteoarthritis knee pain acquired as part of the Flexion Acquisition in November 2021.

Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $14.3 million for the remaining three months of 2022, $57.3 million from 2023 to 2030, $37.4 million in 2031, $7.9 million in 2032 and $2.2 million in 2033.

The Company reviews its long-lived assets for impairment whenever an event or change in circumstances arise that indicate the carrying amount of an asset group is at risk of not being recoverable. During the three months ended June 30, 2022, a triggering event was identified for the ZILRETTA asset group due to a reduction in the near-term projected cash flows from the ZILRETTA product. The Company completed an impairment assessment through a recoverability test at June 30, 2022 by comparing the net carrying value of ZILRETTA asset group against the undiscounted net cash flows expected to be generated from ZILRETTA. It was determined that the ZILRETTA asset group was recoverable and not impaired.

DEBT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

DEBT

The carrying value of the Company’s outstanding debt is summarized as follows (in thousands):


	September 30,		December 31,
	2022		2021
Term loan B facility maturing December 2026	$	343,719	$	359,497
0.750% Convertible senior notes due August 2025	395,510		330,627
3.375% Convertible senior notes due May 2024	8,641		201,249
2.375% Convertible senior notes due April 2022 (1)	—		157,857
Total	$	747,870	$	1,049,230

(1) The 2022 Notes (as defined below) matured on April 1, 2022.

Term Loan B Facility

In December 2021, the Company entered into a term loan credit agreement (the “Credit Agreement”) with JP Morgan Chase Bank, N.A., as administrative agent and the initial lender. The term loan issued under the Credit Agreement (the “Term Loan”) was issued at a 3% discount and allows for a single-advance term loan B facility in the principal amount of $375.0 million, which is secured by substantially all of the Company’s and each subsidiary guarantor’s assets. Subject to certain conditions, the Company may, at any time, on one or more occasion, add one or more new classes of term facilities and/or increase the principal amount of the loans of any existing class by requesting one or more incremental term facilities. The net proceeds of the Term Loan were approximately $363.8 million after deducting an original issue discount of $11.2 million.

The total debt composition of the Term Loan is as follows (in thousands):


	September 30,		December 31,
	2022		2021
Term Loan maturing December 2026	$	356,250	$	375,000
Deferred financing costs	(3,578)		(4,443)
Discount on debt	(8,953)		(11,060)
Total debt, net of debt discount and deferred financing costs	$	343,719	$	359,497

The Term Loan matures on December 7, 2026 and requires quarterly repayments of principal in the amount of $9.4 million commencing June 30, 2022, increasing to $14.1 million commencing December 31, 2025, with a remaining balloon payment of approximately $188.0 million due at maturity. During 2022, the Company is required to make three quarterly payments totaling $28.1 million. The Company is also required to make mandatory prepayments of principal from (i) the Company’s excess cash flow (as defined in the Credit Agreement) existing in any fiscal year and if the Senior Secured Leverage Ratio (as defined in the Credit Agreement) for such fiscal year exceeds certain predetermined limits (ii) net proceeds (as defined in the Credit Agreement) of non-ordinary course assets sales and casualty events and (iii) debt issuance proceeds (other than permitted debt under the Credit Agreement). Prepayment penalties for the Term Loan are 2% in the first loan year plus an interest make-whole payment, 2% in the second loan year, 1% in the third loan year and nothing thereafter. Prepayment penalties generally do not apply to mandatory prepayment obligations under the Credit Agreement, such as prepayments due in connection with excess cash flow. During the nine months ended September 30, 2022, the Company made scheduled principal payments of $18.8 million in the aggregate.

The Term Loan requires the Company to, among other things, maintain (i) a first lien net leverage ratio, determined as of the last day of any fiscal quarter, of no greater than 1.75 to 1.00 and (ii) liquidity, at any time, of at least $150.0 million. The Term Loan also contains customary affirmative and negative covenants, financial covenants, representations and warranties,

events of default and other provisions. As of September 30, 2022, the Company was in compliance with all financial covenants under the Credit Agreement.

The Company may elect to borrow either term benchmark borrowings or alternate base rate borrowings. Term benchmark borrowings bear interest at a variable rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) (subject to a 75 basis points floor) plus an applicable margin of 700 basis points. Alternate base rate borrowings bear interest at a variable rate per annum determined using a base rate (subject to a 175 basis points floor) equal to the greatest of (i) the Prime Rate (as defined in the Credit Agreement) in effect on such day, (ii) the NYFRB Rate (as defined in the Credit Agreement) plus 50 basis points or (iii) the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 100 basis points, subject to certain exceptions, plus an applicable margin of 600 basis points. As of September 30, 2022, borrowings under the Term Loan consisted entirely of term benchmark borrowings at a rate of 9.21%.

Convertible Senior Notes Due 2025

In July 2020, the Company completed a private placement of $402.5 million in aggregate principal amount of its 0.750% convertible senior notes due 2025, or 2025 Notes, and entered into an indenture, or 2025 Indenture, with respect to the 2025 Notes. The 2025 Notes accrue interest at a fixed rate of 0.750% per year, payable semiannually in arrears on February 1st and August 1st of each year. The 2025 Notes mature on August 1, 2025.

The total debt composition of the 2025 Notes is as follows (in thousands):


	September 30,		December 31,
	2022		2021
0.750% convertible senior notes due August 2025	$	402,500	$	402,500
Deferred financing costs	(6,990)		(7,155)
Discount on debt	—		(64,718)
Total debt, net of debt discount and deferred financing costs	$	395,510	$	330,627

The net proceeds from the issuance of the 2025 Notes were approximately $390.0 million, after deducting commissions and the offering expenses paid by the Company. A portion of the net proceeds from the 2025 Notes was used by the Company to repurchase $185.0 million in aggregate principal amount of its then-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 February 3, 2025, only if certain circumstances are met, including if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than 130% of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter. During the quarter ended September 30, 2022, this condition for conversion was not met.

On or after February 3, 2025, until the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders may convert their 2025 Notes at any time.

Upon conversion, holders will receive the principal amount of their 2025 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 40 consecutive trading days during the observation period (as more fully described in the 2025 Indenture). For both the principal and excess conversion value, holders may receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option. The initial conversion rate for the 2025 Notes is 13.9324 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $71.78 per share of the Company’s common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The initial conversion price of the 2025 Notes represents a premium of approximately 32.5% to the closing sale price of $54.17 per share of the Company’s common stock on the Nasdaq Global Select Market on July 7, 2020, the date that the Company priced the private offering of the 2025 Notes.

As of September 30, 2022, the 2025 Notes had a market price of $993 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 40th 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.

While the 2025 Notes are currently classified on the Company’s condensed consolidated balance sheet at September 30, 2022 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.

Convertible Senior Notes Due 2024 Assumed from the Flexion Acquisition

Prior to the Flexion Acquisition, on May 2, 2017, Flexion issued an aggregate of $201.3 million principal amount of 3.375% convertible senior notes due 2024 (the “Flexion 2024 Notes”), pursuant to the indenture, dated as of May 2, 2017 (the “Original Flexion Indenture”), between Flexion and Wells Fargo Bank, N.A., as trustee (the “Flexion Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 19, 2021, between Flexion and the Flexion Trustee (the “First Supplemental Flexion Indenture” and, together with the Original Flexion Indenture, the “Flexion Indenture”). The Flexion 2024 Notes have a maturity date of May 1, 2024, are unsecured, and accrue interest at a rate of 3.375% per annum, payable semi-annually on May 1 and November 1 of each year. Upon the Flexion Acquisition, the principal was assumed and recorded at fair value by the Company.

Upon conversion of the Flexion 2024 Notes, at the election of each holder thereof, each Flexion 2024 Note was convertible into cash, shares of Flexion’s common stock, or a combination thereof, at Flexion’s election, at a conversion rate of approximately 37.3413 shares of Flexion common stock per $1,000 principal amount of the Flexion 2024 Notes, which corresponded to an initial conversion price of approximately $26.78 per share of Flexion’s common stock. As a result of the Flexion Acquisition, and in connection with the Notice (as defined below), holders of the Flexion 2024 Notes became entitled to certain Flexion Acquisition-related conversion and repurchase rights, as discussed below. In addition, as a result of the Flexion Acquisition and as discussed in more detail below, any future conversion rights are subject to the occurrence of any future events giving rise to such conversion rights under the Flexion Indenture.

On December 6, 2021, as a result of the Flexion Acquisition and in accordance with the Flexion Indenture, Flexion provided a Fundamental Change Company Notice and Offer to Purchase (the “Notice”) to the holders of the Flexion 2024 Notes and offered to repurchase for cash all of the outstanding Flexion 2024 Notes, at a repurchase price in cash equal to 100% of the principal amount of the Flexion 2024 Notes being repurchased, plus accrued and unpaid interest thereon to, but excluding, January 7, 2022, subject to the terms and conditions set forth therein. The offer to purchase expired at 5:00 p.m., New York City time, on January 6, 2022, as scheduled.

Any holder that did not exercise its repurchase right in accordance with the terms of the Notice retained the conversion rights associated with such holder’s Flexion 2024 Notes under the Flexion Indenture. For conversion of Flexion 2024 Notes in connection with the Fundamental Change and the Make-Whole Fundamental Change (each as defined in the Flexion Indenture) resulting from the Flexion Acquisition, each $1,000 principal amount of the Flexion 2024 Notes was convertible into (i) $317.40 in cash and (ii) 37.3413 CVRs, based on the conversion rate of 37.3413, prior to 5:00 p.m., New York City time, on January 7, 2022. Alternatively, holders could retain their Flexion 2024 Notes and such Flexion 2024 Notes would remain outstanding subject to their existing terms, including with respect to a holder’s right to receive interest payments on the Flexion 2024 Notes and exercise any future conversion rights that may arise under the Flexion Indenture.

On January 7, 2022, following the expiration of the offer to purchase, the Company accepted the $192.6 million aggregate principal amount of Flexion 2024 Notes that were validly tendered (and not validly withdrawn). No Flexion 2024 Notes were converted in connection with the Notice. At September 30, 2022, the remaining principal outstanding is $8.6 million.

Convertible Senior Notes Due 2022

In March 2017, the Company completed a private placement of $345.0 million in aggregate principal amount of 2.375% convertible senior notes due 2022, or 2022 Notes. The 2022 Notes accrued interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 1st and October 1st of each year. 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 total debt composition of the 2022 Notes is as follows (in thousands):


	September 30,		December 31,
	2022		2021
2.375% convertible senior notes due April 2022	$	—	$	160,000
Deferred financing costs	—		(223)
Discount on debt	—		(1,920)
Total debt, net of debt discount and deferred financing costs	$	—	$	157,857

On April 1, 2022, the 2022 Notes matured and the Company settled the remaining outstanding principal balance of $160.0 million and a conversion premium of $4.8 million through a cash payment of $156.9 million and the issuance of 101,521 shares of the Company’s common stock, which increased additional paid-in capital by $3.0 million.

Interest Expense

The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Contractual interest expense	$	9,343		$	1,704		$	26,724		$	5,122
Amortization of debt issuance costs	903			666			2,956			1,976
Amortization of debt discount	695			5,844			2,107			17,245
Capitalized interest and other (Note 6)	(1,085)			(881)			(2,852)			(3,016)
Total	$	9,856		$	7,333		$	28,935		$	21,327

Effective interest rate on total debt	5.42		%	6.70		%	5.66		%	6.70		%

Upon the adoption of ASU 2020-06 effective January 1, 2022, the Company eliminated the convertible debt discounts associated with the 2022 Notes and the 2025 Notes that were originally recorded as offsets to the embedded conversion features recognized in equity. Effective January 1, 2022, the Company will not record interest expense on the previously recorded discounts on convertible debt. The deferred financing costs previously allocated to the conversion features have since been re-allocated to the outstanding debt, slightly increasing the future annual amortization of deferred financing costs. For additional information regarding the adoption of ASU 2020-06, see Note 2, Summary of Significant Accounting Policies.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in the principal or most advantageous market in an orderly transaction. To increase consistency and comparability in fair value measurements, the FASB established a three-level hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of fair value measurements are:

•Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

•Level 3: Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items. The fair value of the Company’s convertible senior notes 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 amounts of convertible notes receivable without readily determinable fair values have not been adjusted for either an impairment or upward or downward adjustments based on observable transactions, whereas an equity investment was fully impaired during the three months ended September 30, 2022.

At September 30, 2022, the carrying values and fair values of the following financial assets and liabilities were as follows (in thousands):


	Carrying Value		Fair Value Measurements Using
			Level 1		Level 2		Level 3
Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis:
Financial Assets:
Equity investments	$	15,877	$	—	$	—	$	15,877
Convertible notes receivable	$	5,224	$	—	$	—	$	5,224
Financial Liabilities:
Acquisition-related contingent consideration	$	34,204	$	—	$	—	$	34,204

Financial Liabilities Measured at Amortized Cost:
Term loan facility due December 2026	$	343,719	$	—	$	343,781	$	—
0.750% convertible senior notes due 2025 (1)	$	395,510	$	—	$	399,481	$	—
3.375% convertible senior notes due 2024 (2)	$	8,641	$	—	$	8,649	$	—

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $53.19 per share at September 30, 2022 compared to a conversion price of $71.78 per share. Therefore, at September 30, 2022, the conversion price was above the stock price. The maximum conversion premium that could have been due on the 2025 Notes is 5.6 million shares of the Company’s common stock, which assumes no increase in the conversion rate for certain corporate events.

(2) Relates to the Flexion 2024 Notes. For more information, See Note 9, Debt.

Equity and Convertible Note Investments

The Company holds strategic investments in clinical and preclinical stage privately-held biotechnology companies in the form of equity and convertible note investments. The following investments have no readily determinable fair value and are recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments (in thousands):


	Equity Investments		Convertible Notes Receivable		Total
Balance at December 31, 2020	$	12,802	$	—	$	12,802
Purchases	12,967		4,220		17,187
Divestiture of investment	(11,642)		—		(11,642)
Foreign currency adjustments	—		(88)		(88)
Balance at December 31, 2021	$	14,127	$	4,132	$	18,259
Purchases	11,750		1,250		13,000
Impairment	(10,000)		—		(10,000)
Foreign currency adjustments	—		(158)		(158)
Balance at September 30, 2022	$	15,877	$	5,224	$	21,101

During the three and nine months ended September 30, 2022, an impairment of an equity investment of $10.0 million was recorded within other, net in the condensed consolidated statements of operations.

During the nine months ended September 30, 2021, the Company sold an equity investment for net cash proceeds of $9.1 million and recognized a realized loss of $2.6 million, which was recorded in other, net in the condensed consolidated statements of operations. The fair value of the divested equity investment was based on a Level 1 input.

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition and the MyoScience Acquisition in the amount of $34.2 million and $57.6 million as of September 30, 2022 and December 31, 2021, respectively. The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period if and until the related contingencies are resolved. 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 rates used to calculate the present value of estimated future payments. Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts.

In November 2021, the Company completed the Flexion Acquisition, which provided for contingent consideration related to CVRs that were issued to Flexion shareholders and certain equity award holders which could aggregate up to a total of $425.5 million if certain regulatory and commercial milestones are met. The Company’s obligation to make milestone payments is limited to those milestones achieved through December 31, 2030, and are to be paid within 60 days of the end of the fiscal quarter of achievement. As part of the purchase price consideration related to the Flexion Acquisition, the Company recorded contingent consideration of $45.2 million, which represented the Company’s potential achievement of meeting the regulatory and commercial milestones. For the period from the date of the Flexion Acquisition through December 31, 2021, the Company recorded an additional $1.2 million liability. During the three and nine months ended September 30, 2022, the Company recorded gains of $0.5 million and $13.8 million, respectively, primarily due to adjustments to near-term forecasts for the earnout period of the contingent consideration. These adjustments were recorded as acquisition-related gains in the condensed consolidated statements of operations. At September 30, 2022, the weighted average discount rate was 14.4% and the probability of success for the remaining regulatory milestone was 20.0%. As of September 30, 2022 and December 31, 2021, a contingent consideration liability related to the Flexion Acquisition was recognized in the amount of $32.6 million and $46.4 million, respectively.

In April 2019, the Company completed the MyoScience Acquisition pursuant to the terms of an Agreement and Plan of Merger, which provided for contingent milestone payments of up to an aggregate of $100.0 million upon the achievement of certain regulatory and commercial milestones. The Company’s obligation to make milestone payments is limited to those milestones achieved through December 31, 2023, and are to be paid within 60 days of the end of the fiscal quarter of achievement. As of September 30, 2022, the maximum potential remaining milestone payments to be paid are $43.0 million. The Company recognized contingent consideration gains of $0.5 million and $9.6 million during the three and nine months ended September 30, 2022, respectively, due to the reduced probability of meeting the contingent consideration milestones by December 31, 2023, the expiration date for achieving the milestones. The Company recognized contingent consideration gains of $1.2 million and $2.1 million during the three and nine months ended September 30, 2021, respectively. At September 30, 2022, the weighted average discount rate was 12.8% and the probability of success for the regulatory milestone that has not yet been met was reduced to zero. As of September 30, 2022 and December 31, 2021, a contingent consideration liability related to the MyoScience Acquisition has been recognized in the amounts of $1.6 million and $11.2 million, respectively.

The following table includes the key assumptions used in the valuation of the Company’s contingent consideration:

Assumption

Flexion Ranges

Utilized as of

September 30, 2022

MyoScience Ranges

Utilized as of

September 30, 2022

Discount rates

13.98% to 14.77%

12.25% to 13.28%

Probabilities of payment for regulatory milestones

0% to 20%

Projected years of payment for regulatory and commercial milestones

2027 to 2030

2023

The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands):


	Contingent Consideration Fair Value
Balance at December 31, 2021	$	57,598

Fair value adjustments and accretion	(23,394)


Balance at September 30, 2022	$	34,204

Available-for-Sale Investments

Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate, federal agency and government bonds with maturities greater than three months, but less than one year. Noncurrent investments consist of federal agency 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 investments are reported in other comprehensive income (loss). At September 30, 2022 and December 31, 2021, all of the Company’s short-term and noncurrent 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 investments had an “A” or better rating by Standard & Poor’s.

The following summarizes the Company’s short-term and noncurrent available-for-sale investments at September 30, 2022 and December 31, 2021 (in thousands):


September 30, 2022 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	22,298	$	—	$	(127)	$	22,171
Commercial paper	169,736		—		(903)		168,833
Corporate bonds	2,000		—		—		2,000
U.S. federal agency bonds	24,474		—		(160)		24,314
U.S. government bonds	2,006		—		(23)		1,983
Subtotal	220,514		—		(1,213)		219,301
Noncurrent:


U.S. federal agency bonds	17,496		—		(102)		17,394


Total	$	238,010	$	—	$	(1,315)	$	236,695


December 31, 2021 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	3,182	$	—	$	—	$	3,182
Commercial paper	57,533		80		(2)		57,611
Corporate bonds	9,936		102		—		10,038

Total	$	70,651	$	182	$	(2)	$	70,831

At September 30, 2022, 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 September 30, 2022 and December 31, 2021, the interest receivable recognized in prepaid expenses and other current assets was $0.4 million and $0.1 million, respectively.

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term available-for-sale 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 September 30, 2022, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 33%, 18% and 18%. At December 31, 2021, four wholesalers each accounted for over 10% of the Company’s accounts receivable, at 30%, 20%, 17% and 11%. For additional information regarding the Company’s wholesalers, see Note 2, Summary of Significant Accounting Policies. EXPAREL and ZILRETTA revenues are primarily derived from major wholesalers and specialty distributors 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 September 30, 2022 and December 31, 2021, the Company did not deem any allowances for credit losses on its accounts receivable necessary.

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive (Loss) Income

The following tables illustrate the changes in the balances of the Company’s accumulated other comprehensive (loss) income for the periods presented (in thousands):


	Net Unrealized (Loss) Gain From Available For Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2021	$	139	$	28	$	167
Net unrealized loss on investments, net of tax (1)	(1,056)		—		(1,056)
Foreign currency translation adjustments	—		219		219

Balance at September 30, 2022	$	(917)	$	247	$	(670)


	Net Unrealized (Loss) Gain From Available For Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2020	$	319	$	(1)	$	318
Net unrealized loss on investments, net of tax (1)	(168)		—		(168)
Foreign currency translation adjustments	—		3		3
Balance at September 30, 2021	$	151	$	2	$	153

(1) Net of a $0.3 million and $0.1 million tax benefit for the nine months ended September 30, 2022 and 2021, respectively.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

STOCK PLANS

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

STOCK PLANS

Stock-Based Compensation

The Company recognized stock-based compensation expense in the periods presented as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of goods sold	$	1,599	$	1,512	$	4,429	$	4,429
Research and development	1,783		1,156		4,761		3,591
Selling, general and administrative	9,300		8,116		26,225		23,336
Total	$	12,682	$	10,784	$	35,415	$	31,356

Stock-based compensation from:
Stock options	$	6,711	$	6,458	$	20,038	$	19,507
Restricted stock units	5,758		4,126		14,588		11,164
Employee stock purchase plan	213		200		789		685
Total	$	12,682	$	10,784	$	35,415	$	31,356

Equity Awards

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the nine months ended September 30, 2022:


Stock Options	Number of Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2021	6,050,540	$	49.32
Granted	1,034,230	60.16
Exercised	(667,940)	35.18
Forfeited	(88,766)	54.38
Expired	(24,447)	78.76
Outstanding at September 30, 2022	6,303,617	52.41


Restricted Stock Units	Number of Units	Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2021	955,277	$	52.85
Granted	598,699	60.43
Vested	(323,821)	50.17
Forfeited	(68,000)	55.04
Unvested at September 30, 2022	1,162,155	57.38

The weighted average fair value of stock options granted during the nine months ended September 30, 2022 was $25.66 per share. The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:


Black-Scholes Weighted Average Assumption						Nine Months Ended September 30, 2022
Expected dividend yield						None
Risk-free interest rate						2.84%
Expected volatility						45.14%
Expected term of options						4.92 years

Employee Stock Purchase Plan

In June 2022, the Company’s stockholders approved the Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP. The ESPP was amended to increase the number of shares of common stock that may be sold under the ESPP by an additional 500,000 shares.

The ESPP features two six-month offering periods per year, running from January 1 to June 30 and July 1 to December 31. Under the ESPP, employees may elect to contribute after-tax earnings to purchase shares at 85% of the closing fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is less. During the nine months ended September 30, 2022, 36,729 shares were purchased and issued through the ESPP.

NET INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding plus dilutive potential common shares outstanding during the period.

ASU 2020-06 was adopted on January 1, 2022 and requires the Company to use the if-converted method to calculate the number of potentially dilutive shares for convertible debt. Under the if-converted method, adjustments are made to the diluted net income (loss) per common share calculation as if the Company had converted the convertible debt on the first day of each period presented. Adjustments to the numerator are made to add back the interest expense associated with the convertible debt on a post-tax basis. Adjustments to the denominator reflect the number of shares assumed to be convertible at the beginning of the period. For additional information regarding ASU 2020-06, see Note 2, Summary of Significant Accounting Policies. Prior to January 1, 2022, the Company used the treasury stock method to calculate dilutive shares on its convertible debt.

Potential common shares include the shares of common stock issuable upon the exercise of outstanding stock options, the vesting of RSUs and the purchase of shares from the ESPP (using the treasury stock method), if applicable.

Potential common shares are excluded from the diluted net income (loss) per share computation to the extent they would be antidilutive. As the Company reported a net loss for the three months ended September 30, 2022, no potentially dilutive securities have been included in the computation of diluted net loss per share for that period.

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net (loss) income—basic	$	(693)	$	17,660	$	26,011	$	47,110
ASU 2020-06 convertible notes if-converted method adjustment	—		—		3,112		—

Adjusted net (loss) income—diluted	(693)		17,660		29,123		47,110





Denominator:
Weighted average common shares outstanding—basic	45,831		44,476		45,400		44,151
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment	—		—		5,608		—
Dilutive effect of stock options	—		827		937		1,132
Dilutive effect of RSUs	—		160		272		337
Dilutive effect of conversion premium on the 2022 Notes	—		—		—		51
Dilutive effect of ESPP purchase options	—		—		3		3

Weighted average common shares outstanding—diluted	45,831		45,463		52,220		45,674
Net (loss) income per share:
Basic net (loss) income per common share	$	(0.02)	$	0.40	$	0.57	$	1.07
Diluted net (loss) income per common share	$	(0.02)	$	0.39	$	0.56	$	1.03

The following table summarizes the outstanding stock options, RSUs and convertible senior notes that were excluded from the diluted net (loss) income per common share calculation because the effects of including these potential shares were antidilutive in the periods presented (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Weighted average number of stock options	6,344	2,707	2,439	1,895
Convertible senior notes	5,608	—	797	—
Weighted average number of RSUs	1,180	369	277	132
Weighted average ESPP purchase options	—	26	—	9
Total	13,132	3,102	3,513	2,036

INCOME TAXES

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Income before income taxes and income tax expense are as follows (dollar amounts in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income before income taxes:
Domestic	$	9,230		$	25,167		$	39,610		$	66,962
Foreign	(7,161)			(936)			(8,240)			(4,360)
Total income before income taxes	$	2,069		$	24,231		$	31,370		$	62,602

Income tax expense	$	2,762		$	6,571		$	5,359		$	15,492
Effective tax rate	133		%	27		%	17		%	25		%

The Company’s income tax expense represents the estimated annual effective tax rate applied to the year-to-date domestic operating results adjusted for certain discrete tax items.

The Company’s effective tax rates for the three months ended September 30, 2022 and September 30, 2021 include non-deductible executive compensation and valuation allowances recorded against non-U.S. results and deductible capital losses. The three months ended September 30, 2022 also includes benefits for a first quarter Skyepharma milestone payment and a fair value adjustment for Flexion contingent consideration.

The Company’s effective tax rates for the nine months ended September 30, 2022 and September 30, 2021 include non-deductible executive compensation costs and valuation allowances recorded against non-U.S. results and deductible capital losses, offset by benefits related to stock based compensation. The nine months ended September 30, 2022 also include benefits for a first quarter Skyepharma milestone payment and a fair value adjustment for Flexion contingent consideration.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

ACQUISITION–RELATED CHARGES (GAINS) AND OTHER

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Acquisition-related charges (gains) and other for the three and nine months ended September 30, 2022 and 2021 summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Severance-related expenses	$	194	$	445	$	4,259	$	445
Acquisition-related fees	905		951		4,918		958
Other acquisition expenses	433		—		985		—
Total acquisition-related charges	1,532		1,396		10,162		1,403
Flexion contingent consideration	(520)		—		(13,837)		—
MyoScience contingent consideration	(523)		(1,159)		(9,557)		(2,147)
Nuance Biotech Co. Ltd. agreement dissolution costs	—		—		—		3,000
Total acquisition-related charges (gains) and other	$	489	$	237	$	(13,232)	$	2,256

Flexion Acquisition

The Company recognized acquisition-related costs of $1.5 million and $10.2 million during the three and nine months ended September 30, 2022, respectively, primarily for severance, legal fees, third-party services and other one-time charges related to the Flexion Acquisition. The Company recognized acquisition-related costs of $1.0 million during the three and nine months ended September 30, 2021 primarily related to legal fees. See Note 4, Flexion Acquisition, for more information.

On November 19, 2021, as part of the purchase price consideration related to the Flexion Acquisition, the Company recorded contingent consideration of $45.2 million, which represents the Company’s potential achievement of meeting regulatory and sales-based milestones. During the three and nine months ended September 30, 2022, the Company recorded $0.5 million and $13.8 million gains, respectively, due to a decrease to the fair value of its contingent consideration. See Note 10, Financial Instruments, for information regarding the method, key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

MyoScience Acquisition

The Company recognized $0.5 million and $9.6 million contingent consideration gains during the three and nine months ended September 30, 2022, respectively. The Company recognized $1.2 million and $2.1 million contingent consideration gains during the three and nine months ended September 30, 2021, respectively. See Note 10, Financial Instruments, for information regarding the method, key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

The Company recognized acquisition-related costs of $0.4 million during the three and nine months ended September 30, 2021 primarily related to one-time termination benefits fees.

Nuance Biotech Co. Ltd.

In June 2018, the Company entered an agreement with Nuance Biotech Co. Ltd., or Nuance, a China-based specialty pharmaceutical company, to advance the development and commercialization of EXPAREL in China. Under the terms of the agreement, the Company had granted Nuance the exclusive rights to develop and commercialize EXPAREL. In April 2021, the Company and Nuance agreed to a mutual termination of the agreement due to the lack of a viable regulatory pathway that adequately safeguards the Company’s intellectual property against the risk of a generic product, which resulted in dissolution costs of $3.0 million for the nine months ended September 30, 2021.

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including those related to patents, product liability and government investigations. Except as described below, the Company is not presently a party to any legal proceedings that it believes to be material, and is not aware of any pending or threatened litigation against the Company which it believes could have a material adverse effect on its business, operating results, financial condition or cash flows. MyoScience Milestone Litigation In August 2020, the Company and its subsidiary, Pacira CryoTech, Inc. (“Pacira CryoTech”), filed a lawsuit in the Court of Chancery of the State of Delaware against Fortis Advisors LLC (“Fortis”), solely in its capacity as representative for the former securityholders of MyoScience, and certain other defendants, seeking declaratory judgment with respect to certain terms of the merger agreement for the MyoScience Acquisition (the “Merger Agreement”), specifically related to the achievement of certain milestone payments under the Merger Agreement. In addition, the Company and Pacira CryoTech sought general, special and compensatory damages against the other defendants related to breach of fiduciary duties in connection with the purported achievement of milestone payments under the Merger Agreement, and breach of the Merger Agreement and certain other agreements with the defendants. In October 2020, Fortis filed an answer and counterclaim against the Company and Pacira CryoTech seeking to recover certain milestone payments under the Merger Agreement. The total remaining value of these milestones is $30.0 million, plus 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. eVenus Pharmaceutical Laboratories Litigations In October 2021, the Company received a Notice Letter advising that eVenus Pharmaceutical Laboratories, Inc., or eVenus, of Princeton, New Jersey, submitted to the FDA an Abbreviated New Drug Application (ANDA) with a Paragraph IV certification seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL) in the U.S. prior to the expiration of U.S. Patent No. 11,033,495 (the ’495 patent). In November 2021, the Company filed a patent infringement suit against eVenus and its parent company in the U.S. District Court for the District of New Jersey (21-cv-19829) asserting infringement of the ’495 patent. This triggered an automatic 30-month stay of final approval of the eVenus ANDA. On January 6, 2022, eVenus filed an Answer with counterclaims to the Complaint, alleging the ’495 patent is invalid and/or not infringed through the manufacture, sale, or offer for sale of the product described in product described in eVenus’s ANDA submission. In December 2021, the Company received a second Notice Letter advising that eVenus submitted to the FDA an amendment to its ANDA with a Paragraph IV Certification seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (133 mg/10 mL) in the U.S. prior to the expiration of the ’495 patent. In the Notice Letter, eVenus also advised that it submitted a Paragraph IV Certification to the FDA seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL and 133 mg/10 mL) in the U.S. prior to the expiration of U.S. Patent No. 11,179,336 (the ’336 patent). eVenus further alleges in the Notice Letter that both the ’495 patent and the ’366 patent are invalid and/or not infringed. In February 2022, the Company filed a second patent infringement suit against eVenus and its parent company in the U.S. District Court for the District of New Jersey (22-cv-00718) asserting that the 133 mg/10 mL ANDA product will infringe the ’495 and ’336 patents and that the 266 mg/20 mL ANDA product will infringe the ’336 patent. This filing triggered a second automatic 30-month stay of final approval for the 133 mg/10 mL ANDA product. These litigations are in their early stages, and the Company is unable to predict the outcome of this action at this time. Research Development Foundation Pursuant to an agreement with the Research Development Foundation, or RDF, the Company was required to pay RDF a low single-digit royalty on the collection of revenues from certain 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. The Company’s U.S. Patent No. 11,033,495 was issued on June 15, 2021. Thereafter, RDF asserted that the issuance of that patent extends the Company’s royalty obligations under the agreement until 2041. The Company believes that the royalty period under the agreement was set to end on December 24, 2021 with the expiration of its U.S. Patent No. 9,585,838. Because of the disagreement over the interpretation of the agreement, in December 2021, the Company filed a declaratory judgment lawsuit in the U.S. District Court for the District of Nevada (21-cv-02241). The lawsuit seeks a declaration from the court that the Company owes no royalties to RDF with respect to its EXPAREL product after December 24, 2021. During the pendency of the lawsuit, the Company will continue to pay royalties to RDF under protest, however, the Company is unable to predict the outcome of this action at this time. Other Commitments and Contingencies Pediatric Trial Commitments The FDA, as a condition of EXPAREL approval, has required the Company to study EXPAREL in pediatric patients, as well as the administration of EXPAREL as a nerve block in the pediatric setting. The Company was granted a deferral for the required pediatric trials until after the indications were approved in adults. Similarly, in Europe, the Company agreed with the European Medicines Agency, or EMA, on a Pediatric Investigation Plan as a prerequisite for submitting a Marketing Authorization Application (MAA) in the E.U. Despite the U.K.’s withdrawal from the E.U., the agreed pediatric plan is applicable in the U.K. In December 2019, the Company announced positive results for its extended pharmacokinetic and safety study (“PLAY”) for local analgesia in children aged six to 17 undergoing cardiovascular or spine surgeries. Those positive results were the basis for the submission of a supplemental New Drug Application, or sNDA, in the U.S. and Type II variations in the E.U. and U.K. to expand the EXPAREL label to include use in patients six years of age and older for single-dose infiltration to produce postsurgical local analgesia. In March 2021, the Company announced that the FDA approved the submission of the sNDA in the U.S. The EMA and the Medicines and Healthcare Products Regulatory Agency, or MHRA, are still reviewing the Type II variations. The Company is working with the FDA, MAA and MHRA to finalize the regulatory pathway for its remaining pediatric commitments. Hong Kong Pharma Tainuo Ltd. Prior to the Flexion Acquisition, in March 2020, Flexion entered into an exclusive license agreement with Hong Kong Tainuo Pharma Ltd., or HK Tainuo, and Jiangsu Tainuo Pharmaceutical Co. Ltd., or Jiangsu Tainuo, a subsidiary of China Shijiazhuang Pharmaceutical Co, Ltd., for the development and commercialization of ZILRETTA in Greater China (consisting of mainland China, Hong Kong, Macau and Taiwan). Under the terms of the agreement, HK Tainuo paid Flexion an upfront payment of $10.0 million during the year ended December 31, 2020 which was recorded in other liabilities as of December 31, 2021. The Company was also eligible to receive up to $32.5 million in aggregate development, regulatory and commercial sales milestone payments under the exclusive license agreement. HK Tainuo was responsible for the clinical development, product registration and commercialization of ZILRETTA in Greater China. The Company was solely responsible for the manufacture and supply of ZILRETTA to HK Tainuo for all clinical and commercial activities. The terms related to product manufacturing and supply, including pricing and minimum purchase requirements agreed to in the license agreement, were to be covered by a separate supply agreement, which had not yet been finalized as of June 30, 2022. Unless terminated earlier in accordance with its terms, the license agreement was scheduled to continue in effect in perpetuity or as long as HK Tainuo or Jiangsu Tainuo continued to sell ZILRETTA in Greater China. In July 2022, the Company submitted a letter to HK Tainuo associated with this license agreement seeking a mutual decision to end the licensing agreement. As of September 30, 2022, $10.0 million was recognized as part of acquisition accounting within other liabilities in the condensed consolidated balance sheet related to this matter.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), for interim reporting. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements at September 30, 2022, and for the three and nine-month periods ended September 30, 2022 and 2021, are unaudited, but include all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP. The condensed consolidated balance sheet at December 31, 2021 is derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation. The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations for these interim periods are not necessarily indicative of results that may be expected for any other interim periods or for the full year.
Concentration of Major Customers	Concentration of Major Customers The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc. and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual doctors. The Company also sells EXPAREL directly to ambulatory surgery centers and physicians. The Company sells ZILRETTA primarily to specialty distributors and a specialty pharmacy, who then subsequently resell ZILRETTA to physicians, clinics and certain medical centers or hospitals. The Company also contracts directly with healthcare providers and intermediaries such as Group Purchasing Organizations, or GPOs. The Company sells iovera° directly to end users and its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee in the U.S.
Recent Adopted Accounting Pronouncements	Recently Adopted Accounting PronouncementsIn August 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 were recorded as paid in capital. In addition, the new guidance requires diluted earnings per share calculations be prepared using the if-converted method instead of the treasury stock method. The Company elected to adopt the new guidance using a modified retrospective method of transition, which applied to transactions outstanding at January 1, 2022. As a result, the Company does not separately present in equity an embedded conversion feature for its convertible debt. Instead, the Company accounts for its convertible debt instruments wholly as debt. In addition, effective on January 1, 2022, the Company did not record interest expense on the previously recorded discount on its convertible debt. The impact on the condensed consolidated balance sheet at January 1, 2022 increased net debt by approximately $64.9 million, reduced accumulated deficit by $47.2 million, reduced additional paid-in capital by $96.5 million and decreased deferred tax liabilities by $15.7 million.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

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:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Largest wholesaler	31%	31%	31%	31%
Second largest wholesaler	22%	28%	23%	28%
Third largest wholesaler	22%	26%	22%	26%
Total	75%	85%	76%	85%

REVENUE (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregated revenue

The following table represents disaggregated net product sales in the periods presented as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net product sales:
EXPAREL	$	132,642	$	121,926	$	398,854	$	366,663
ZILRETTA	26,494		—		77,546		—
iovera°	4,467		4,182		10,694		11,264
Bupivacaine liposome injectable suspension	2,957		683		5,469		2,465
Total net product sales	$	166,560	$	126,791	$	492,563	$	380,392

FLEXION ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed


	Amounts Recognized at the Acquisition Date (as previously reported) (a)		Measurement Period Adjustments (b)		Amounts Recognized at the Acquisition Date (as adjusted)
ASSETS ACQUIRED
Cash and cash equivalents	$	113,562	$	—	$	113,562
Short-term available-for-sale investments	11,153		—		11,153
Accounts receivable	32,838		—		32,838
Inventories	29,667		—		29,667
Prepaid expenses and other assets	4,852		—		4,852
Fixed assets	23,307		—		23,307
Deferred tax assets	58,015		(10,970)		47,045
Right-of-use assets	6,585		—		6,585
Identifiable intangible assets	480,000		—		480,000
In-process research and development (IPR&D)	61,000		—		61,000
Total assets	$	820,979	$	(10,970)	$	810,009
LIABILITIES ASSUMED
Accounts payable	$	9,794	$	—	$	9,794
Accrued expenses	22,746		1,216		23,962
Deferred revenue	10,000		—		10,000
Lease liabilities	6,585		—		6,585
Other liabilities	1,187		—		1,187
Long-term debt	201,450		—		201,450
Total liabilities	251,762		1,216		252,978
Total identifiable net assets acquired	569,217		(12,186)		557,031
Goodwill	9,628		12,186		21,814
Total consideration transferred	$	578,845	$	—	$	578,845

(a) As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(b) Represents the finalization of a tax study and pre-acquisition expenses that were paid by the Company in 2022, partially offset by the release of estimated reserves.

Unaudited pro forma summary of operations

This pro forma information does not purport to represent what the Company’s actual results would have been if the Flexion Acquisition had occurred as of January 1, 2020, and is not indicative of what such results would be expected for any future period (in thousands, except per share amounts):


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Total revenues	$	149,048	$	456,429
Net loss	$	(10,763)	$	(31,250)
Pro forma basic and diluted net loss per share	$	(0.24)	$	(0.71)

INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of components of inventories

The components of inventories, net are as follows (in thousands):


	September 30,		December 31,
	2022		2021
Raw materials	$	35,602	$	36,337
Work-in-process	35,026		35,182
Finished goods	26,171		27,031
Total	$	96,799	$	98,550

FIXED ASSETS (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of fixed assets summarized by major category

Fixed assets, net, summarized by major category, consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Machinery and equipment	$	118,233	$	117,264
Leasehold improvements	61,302		59,740
Computer equipment and software	14,449		13,197
Office furniture and equipment	2,420		2,883
Construction in progress	98,770		80,557
Total	295,174		273,641
Less: accumulated depreciation	(101,528)		(85,240)
Fixed assets, net	$	193,646	$	188,401

LEASES (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Summary of operating lease expense and other operating lease information

Total operating lease expense, net is as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Fixed lease costs	$	3,440	$	2,919	$	10,509	$	8,762
Variable lease costs	540		416		1,520		1,318
Sublease income	(169)		—		(169)		—
Lease expense, net of sublease income	$	3,811	$	3,335	$	11,860	$	10,080

Supplemental cash flow information related to operating leases is as follows (in thousands):


	Nine Months Ended
	September 30,
	2022		2021
Cash paid for operating lease liabilities, net of lease incentive	$	9,922	$	9,868
ROU assets recorded in exchange for lease obligations	$	—	$	212

The weighted average remaining lease term and the weighted average discount rate are summarized as follows:


	September 30,
	2022		2021
Weighted average remaining lease term	7.11 years		8.46 years
Weighted average discount rate	6.95	%	6.88	%

Schedule of maturities of operating lease liabilities

Maturities of the Company’s operating lease liabilities are as follows (in thousands):


Year	Aggregate Minimum Payments Due
2022 (remaining three months)	$	3,261
2023	13,304
2024	13,435
2025	12,575
2026	12,310
Thereafter	39,423
Total future lease payments	94,308
Less: imputed interest	(20,543)
Total operating lease liabilities	$	73,765

Schedule of operating lease not yet commenced, payments due


Year	Aggregate Minimum Payments Due
2022 (remaining three months)	$	81
2023	492
2024	493
2025	503
2026	505
Thereafter	443
Total future lease payments	$	2,517

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of finite-lived intangible assets acquired as part of business combination


September 30, 2022	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(70,057)	$	519,943	10 years, 5 months
Customer relationships	90		(31)		59		10 years
Total finite-lived intangible assets, net	590,090		(70,088)		520,002
Acquired IPR&D	61,000		—		61,000
Total intangible assets, net	$	651,090	$	(70,088)	$	581,002

December 31, 2021	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(27,097)	$	562,903	10 years, 5 months
Customer relationships	90		(25)		65		10 years
Total finite-lived intangible assets, net	590,090		(27,122)		562,968
Acquired IPR&D	61,000		—		61,000
Total intangible assets, net	$	651,090	$	(27,122)	$	623,968

DEBT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of long-term debt instruments

The carrying value of the Company’s outstanding debt is summarized as follows (in thousands):


	September 30,		December 31,
	2022		2021
Term loan B facility maturing December 2026	$	343,719	$	359,497
0.750% Convertible senior notes due August 2025	395,510		330,627
3.375% Convertible senior notes due May 2024	8,641		201,249
2.375% Convertible senior notes due April 2022 (1)	—		157,857
Total	$	747,870	$	1,049,230

(1) The 2022 Notes (as defined below) matured on April 1, 2022.

Schedule of composition of the Company's debt and financing obligations

The total debt composition of the Term Loan is as follows (in thousands):


	September 30,		December 31,
	2022		2021
Term Loan maturing December 2026	$	356,250	$	375,000
Deferred financing costs	(3,578)		(4,443)
Discount on debt	(8,953)		(11,060)
Total debt, net of debt discount and deferred financing costs	$	343,719	$	359,497

The total debt composition of the 2025 Notes is as follows (in thousands):


	September 30,		December 31,
	2022		2021
0.750% convertible senior notes due August 2025	$	402,500	$	402,500
Deferred financing costs	(6,990)		(7,155)
Discount on debt	—		(64,718)
Total debt, net of debt discount and deferred financing costs	$	395,510	$	330,627

The total debt composition of the 2022 Notes is as follows (in thousands):


	September 30,		December 31,
	2022		2021
2.375% convertible senior notes due April 2022	$	—	$	160,000
Deferred financing costs	—		(223)
Discount on debt	—		(1,920)
Total debt, net of debt discount and deferred financing costs	$	—	$	157,857

Schedule of total interest expense recognized related to the Notes

The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Contractual interest expense	$	9,343		$	1,704		$	26,724		$	5,122
Amortization of debt issuance costs	903			666			2,956			1,976
Amortization of debt discount	695			5,844			2,107			17,245
Capitalized interest and other (Note 6)	(1,085)			(881)			(2,852)			(3,016)
Total	$	9,856		$	7,333		$	28,935		$	21,327

Effective interest rate on total debt	5.42		%	6.70		%	5.66		%	6.70		%

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of carrying amount and fair value of the long-term debt

At September 30, 2022, the carrying values and fair values of the following financial assets and liabilities were as follows (in thousands):


	Carrying Value		Fair Value Measurements Using
			Level 1		Level 2		Level 3
Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis:
Financial Assets:
Equity investments	$	15,877	$	—	$	—	$	15,877
Convertible notes receivable	$	5,224	$	—	$	—	$	5,224
Financial Liabilities:
Acquisition-related contingent consideration	$	34,204	$	—	$	—	$	34,204

Financial Liabilities Measured at Amortized Cost:
Term loan facility due December 2026	$	343,719	$	—	$	343,781	$	—
0.750% convertible senior notes due 2025 (1)	$	395,510	$	—	$	399,481	$	—
3.375% convertible senior notes due 2024 (2)	$	8,641	$	—	$	8,649	$	—

(2) Relates to the Flexion 2024 Notes. For more information, See Note 9, Debt.

Schedule of investments without readily determinable fair value

The following investments have no readily determinable fair value and are recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments (in thousands):


	Equity Investments		Convertible Notes Receivable		Total
Balance at December 31, 2020	$	12,802	$	—	$	12,802
Purchases	12,967		4,220		17,187
Divestiture of investment	(11,642)		—		(11,642)
Foreign currency adjustments	—		(88)		(88)
Balance at December 31, 2021	$	14,127	$	4,132	$	18,259
Purchases	11,750		1,250		13,000
Impairment	(10,000)		—		(10,000)
Foreign currency adjustments	—		(158)		(158)
Balance at September 30, 2022	$	15,877	$	5,224	$	21,101

Schedule of key assumptions used in the valuation of contingent consideration

The following table includes the key assumptions used in the valuation of the Company’s contingent consideration:

Assumption

Flexion Ranges

Utilized as of

September 30, 2022

MyoScience Ranges

Utilized as of

September 30, 2022

Discount rates

13.98% to 14.77%

12.25% to 13.28%

Probabilities of payment for regulatory milestones

0% to 20%

Projected years of payment for regulatory and commercial milestones

2027 to 2030

2023

Schedule of change in contingent consideration recorded at fair value using Level 3 measurements

The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands):


	Contingent Consideration Fair Value
Balance at December 31, 2021	$	57,598

Fair value adjustments and accretion	(23,394)


Balance at September 30, 2022	$	34,204

Schedule of short-term investments

The following summarizes the Company’s short-term and noncurrent available-for-sale investments at September 30, 2022 and December 31, 2021 (in thousands):


September 30, 2022 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	22,298	$	—	$	(127)	$	22,171
Commercial paper	169,736		—		(903)		168,833
Corporate bonds	2,000		—		—		2,000
U.S. federal agency bonds	24,474		—		(160)		24,314
U.S. government bonds	2,006		—		(23)		1,983
Subtotal	220,514		—		(1,213)		219,301
Noncurrent:


U.S. federal agency bonds	17,496		—		(102)		17,394


Total	$	238,010	$	—	$	(1,315)	$	236,695


December 31, 2021 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	3,182	$	—	$	—	$	3,182
Commercial paper	57,533		80		(2)		57,611
Corporate bonds	9,936		102		—		10,038

Total	$	70,651	$	182	$	(2)	$	70,831

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

Schedule of accumulated other comprehensive income (loss)

The following tables illustrate the changes in the balances of the Company’s accumulated other comprehensive (loss) income for the periods presented (in thousands):


	Net Unrealized (Loss) Gain From Available For Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2021	$	139	$	28	$	167
Net unrealized loss on investments, net of tax (1)	(1,056)		—		(1,056)
Foreign currency translation adjustments	—		219		219

Balance at September 30, 2022	$	(917)	$	247	$	(670)


	Net Unrealized (Loss) Gain From Available For Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2020	$	319	$	(1)	$	318
Net unrealized loss on investments, net of tax (1)	(168)		—		(168)
Foreign currency translation adjustments	—		3		3
Balance at September 30, 2021	$	151	$	2	$	153

(1) Net of a $0.3 million and $0.1 million tax benefit for the nine months ended September 30, 2022 and 2021, respectively.

STOCK PLANS (Tables)

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

Schedule of recognized stock-based compensation in consolidated statements of operations

The Company recognized stock-based compensation expense in the periods presented as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of goods sold	$	1,599	$	1,512	$	4,429	$	4,429
Research and development	1,783		1,156		4,761		3,591
Selling, general and administrative	9,300		8,116		26,225		23,336
Total	$	12,682	$	10,784	$	35,415	$	31,356

Stock-based compensation from:
Stock options	$	6,711	$	6,458	$	20,038	$	19,507
Restricted stock units	5,758		4,126		14,588		11,164
Employee stock purchase plan	213		200		789		685
Total	$	12,682	$	10,784	$	35,415	$	31,356

Schedule of the company's stock option activity and restricted stock unit activity

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the nine months ended September 30, 2022:


Stock Options	Number of Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2021	6,050,540	$	49.32
Granted	1,034,230	60.16
Exercised	(667,940)	35.18
Forfeited	(88,766)	54.38
Expired	(24,447)	78.76
Outstanding at September 30, 2022	6,303,617	52.41


Restricted Stock Units	Number of Units	Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2021	955,277	$	52.85
Granted	598,699	60.43
Vested	(323,821)	50.17
Forfeited	(68,000)	55.04
Unvested at September 30, 2022	1,162,155	57.38

Schedule of share-based payment award, stock options, valuation assumptions

The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:


Black-Scholes Weighted Average Assumption						Nine Months Ended September 30, 2022
Expected dividend yield						None
Risk-free interest rate						2.84%
Expected volatility						45.14%
Expected term of options						4.92 years

NET INCOME (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net income (loss) per common share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator:
Net (loss) income—basic	$	(693)	$	17,660	$	26,011	$	47,110
ASU 2020-06 convertible notes if-converted method adjustment	—		—		3,112		—

Adjusted net (loss) income—diluted	(693)		17,660		29,123		47,110





Denominator:
Weighted average common shares outstanding—basic	45,831		44,476		45,400		44,151
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment	—		—		5,608		—
Dilutive effect of stock options	—		827		937		1,132
Dilutive effect of RSUs	—		160		272		337
Dilutive effect of conversion premium on the 2022 Notes	—		—		—		51
Dilutive effect of ESPP purchase options	—		—		3		3

Weighted average common shares outstanding—diluted	45,831		45,463		52,220		45,674
Net (loss) income per share:
Basic net (loss) income per common share	$	(0.02)	$	0.40	$	0.57	$	1.07
Diluted net (loss) income per common share	$	(0.02)	$	0.39	$	0.56	$	1.03

Schedule of potential dilutive effect of the securities excluded from the calculation of diluted loss per share


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Weighted average number of stock options	6,344	2,707	2,439	1,895
Convertible senior notes	5,608	—	797	—
Weighted average number of RSUs	1,180	369	277	132
Weighted average ESPP purchase options	—	26	—	9
Total	13,132	3,102	3,513	2,036

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of income before income tax, domestic and foreign

Income before income taxes and income tax expense are as follows (dollar amounts in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income before income taxes:
Domestic	$	9,230		$	25,167		$	39,610		$	66,962
Foreign	(7,161)			(936)			(8,240)			(4,360)
Total income before income taxes	$	2,069		$	24,231		$	31,370		$	62,602

Income tax expense	$	2,762		$	6,571		$	5,359		$	15,492
Effective tax rate	133		%	27		%	17		%	25		%

ACQUISITION–RELATED CHARGES (GAINS) AND OTHER (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Acquisition Related Charges (Gains) And Other

Acquisition-related charges (gains) and other for the three and nine months ended September 30, 2022 and 2021 summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Severance-related expenses	$	194	$	445	$	4,259	$	445
Acquisition-related fees	905		951		4,918		958
Other acquisition expenses	433		—		985		—
Total acquisition-related charges	1,532		1,396		10,162		1,403
Flexion contingent consideration	(520)		—		(13,837)		—
MyoScience contingent consideration	(523)		(1,159)		(9,557)		(2,147)
Nuance Biotech Co. Ltd. agreement dissolution costs	—		—		—		3,000
Total acquisition-related charges (gains) and other	$	489	$	237	$	(13,232)	$	2,256

DESCRIPTION OF BUSINESS (Details)	9 Months Ended
DESCRIPTION OF BUSINESS (Details)	Sep. 30, 2022 product segment
Concentration Risk [Line Items]
Number of reportable segments \| segment	1
Sales Revenue, Net \| Product Concentration Risk
Concentration Risk [Line Items]
Concentration of products (in products) \| product	3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Concentration Risk of Major Customers (Details) - Concentration risk by major customer - segment	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Concentration of Major Customers
Number of customers			3
Sales Revenue, Net \| Largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue	31.00%	31.00%	31.00%	31.00%
Sales Revenue, Net \| Second largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue	22.00%	28.00%	23.00%	28.00%
Sales Revenue, Net \| Third largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue	22.00%	26.00%	22.00%	26.00%
Sales Revenue, Net \| Three largest customers
Concentration of Major Customers
Percentage of revenue from customers to total revenue	75.00%	85.00%	76.00%	85.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Stockholders' equity attributable to parent	$ 770,123	$ 756,636	$ 730,408	$ 718,602	$ 687,168	$ 619,688
Accumulated Deficit
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Stockholders' equity attributable to parent	(138,649)	(137,956)	(211,895)	(206,765)	(224,425)	(253,875)
Additional Paid-In Capital
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Stockholders' equity attributable to parent	$ 909,396	$ 895,151	942,091	$ 925,169	$ 911,368	$ 873,201
Cumulative Effect, Period of Adoption, Adjusted Balance
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Long-term debt			64,900
Decrease in deferred tax liabilities			(15,700)
Cumulative Effect, Period of Adoption, Adjusted Balance \| Accumulated Deficit
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Stockholders' equity attributable to parent			47,200
Cumulative Effect, Period of Adoption, Adjusted Balance \| Additional Paid-In Capital
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Stockholders' equity attributable to parent			$ (96,500)

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

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+ Details

REVENUE - Narrative (Details)	9 Months Ended
REVENUE - Narrative (Details)	Sep. 30, 2022
Minimum
Disaggregation of Revenue [Line Items]
Accounts receivable, payment terms	0 days
Maximum
Disaggregation of Revenue [Line Items]
Accounts receivable, payment terms	97 days

REVENUE - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total net product sales	$ 167,466	$ 127,722	$ 494,868	$ 382,339
EXPAREL
Disaggregation of Revenue [Line Items]
Total net product sales	132,642	121,926	398,854	366,663
ZILRETTA
Disaggregation of Revenue [Line Items]
Total net product sales	26,494	0	77,546	0
iovera°
Disaggregation of Revenue [Line Items]
Total net product sales	4,467	4,182	10,694	11,264
Bupivacaine liposome injectable suspension
Disaggregation of Revenue [Line Items]
Total net product sales	2,957	683	5,469	2,465
Total net product sales
Disaggregation of Revenue [Line Items]
Total net product sales	$ 166,560	$ 126,791	$ 492,563	$ 380,392

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

FLEXION ACQUISITION - Narrative (Details) - Flexion - USD ($) $ in Millions		1 Months Ended
	Nov. 19, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Total consideration transferred	$ 578.8
Retirement of term loan	85.1
Fair value of contingent value rights (CVRs)	45.2
Additional amount payable to holders of the CVRs	$ 380.2
RSUs, In-The-Money Stock Options, and Common Stock
Business Acquisition [Line Items]
Cash paid to acquire business		$ 448.5

FLEXION ACQUISITION - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Nov. 19, 2021
ASSETS ACQUIRED
Deferred tax assets	$ (10,970)
Total assets	(10,970)
LIABILITIES ASSUMED
Accrued expenses	1,216
Total liabilities	1,216
Total identifiable net assets acquired	(12,186)
Goodwill	157,361	$ 145,175
Goodwill	12,186
Total consideration transferred	0
Flexion
ASSETS ACQUIRED
Cash and cash equivalents	113,562		$ 113,562
Short-term available-for-sale investments	11,153		11,153
Accounts receivable	32,838		32,838
Inventories	29,667		29,667
Prepaid expenses and other assets	4,852		4,852
Fixed assets	23,307		23,307
Deferred tax assets	47,045		58,015
Right-of-use assets	6,585		6,585
Identifiable intangible assets	480,000		480,000
In-process research and development (IPR&D)	61,000		61,000
Total assets	810,009		820,979
LIABILITIES ASSUMED
Accounts payable	9,794		9,794
Accrued expenses	23,962		22,746
Deferred revenue	10,000		10,000
Lease liabilities	6,585		6,585
Other liabilities	1,187		1,187
Long-term debt	201,450		201,450
Total liabilities	252,978		251,762
Total identifiable net assets acquired	557,031		569,217
Goodwill	21,814		9,628
Total consideration transferred	$ 578,845		$ 578,845

FLEXION ACQUISITION - Schedule of Pro Forma Information (Details) - Flexion - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Total revenues	$ 149,048	$ 456,429
Net loss	$ (10,763)	$ (31,250)
Pro forma basic net loss per share (in usd per share)	$ (0.24)	$ (0.71)
Pro forma diluted net loss per share (in usd per share)	$ (0.24)	$ (0.71)

INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 35,602	$ 36,337
Work-in-process	35,026	35,182
Finished goods	26,171	27,031
Total	$ 96,799	$ 98,550

FIXED ASSETS - Summary of Major Categories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
FIXED ASSETS
Property, plant, and equipment, gross	$ 295,174	$ 273,641
Less: accumulated depreciation	(101,528)	(85,240)
Fixed assets, net	193,646	188,401
Machinery and equipment
FIXED ASSETS
Property, plant, and equipment, gross	118,233	117,264
Leasehold improvements
FIXED ASSETS
Property, plant, and equipment, gross	61,302	59,740
Computer equipment and software
FIXED ASSETS
Property, plant, and equipment, gross	14,449	13,197
Office furniture and equipment
FIXED ASSETS
Property, plant, and equipment, gross	2,420	2,883
Construction in progress
FIXED ASSETS
Property, plant, and equipment, gross	$ 98,770	$ 80,557

FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
FIXED ASSETS
Depreciation expense	$ 5,800	$ 3,800	$ 18,000	$ 9,600
Capitalized interest and other (Note 6)	1,085	881	2,852	3,016
Fixed assets, net	193,646		193,646		$ 188,401
Asset retirement obligation	3,100		3,100		2,400
Construction in progress
FIXED ASSETS
Capitalized interest and other (Note 6)	1,100	$ 900	2,900	$ 3,000
Leasehold improvements \| Europe
FIXED ASSETS
Fixed assets, net	$ 57,400		$ 57,400		$ 65,400

LEASES - Narrative (Details) $ in Thousands	9 Months Ended
LEASES - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($) segment lease	Jul. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Number of embedded leases \| lease	2
Right-of-use assets, net \| $	$ 69,662	$ 400	$ 76,410
Number of leases not yet commenced \| segment	1
Maximum
Lessee, Lease, Description [Line Items]
Term of contract	7 years 10 months 24 days

LEASES - Summary of operating lease cost and other operating lease information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lease, Cost [Abstract]
Fixed lease costs	$ 3,440	$ 2,919	$ 10,509	$ 8,762
Variable lease costs	540	416	1,520	1,318
Sublease income	(169)	0	(169)	0
Lease expense, net of sublease income	$ 3,811	$ 3,335	11,860	10,080
Cash Flow, Operating Activities, Lessee [Abstract]
Cash paid for operating lease liabilities, net of lease incentive			9,922	9,868
ROU assets recorded in exchange for lease obligations			$ 0	$ 212
Weighted average remaining lease term (in years)	7 years 1 month 9 days	8 years 5 months 15 days	7 years 1 month 9 days	8 years 5 months 15 days
Weighted average discount rate (in percent)	6.95%	6.88%	6.95%	6.88%

LEASES - Schedule of maturities of operating lease liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 (remaining three months)	$ 3,261
2023	13,304
2024	13,435
2025	12,575
2026	12,310
Thereafter	39,423
Total future lease payments	94,308
Less: imputed interest	(20,543)
Total operating lease liabilities	$ 73,765

LEASES -Schedule of maturities of operating lease liabilities (lease not yet commenced) (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 (remaining three months)	$ 81
2023	492
2024	493
2025	503
2026	505
Thereafter	443
Total future lease payments	$ 2,517

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Goodwill
Goodwill recorded in connection with the acquisition	$ 157,361		$ 157,361			$ 145,175
Amortization of acquired intangible assets	14,322	$ 1,967	42,966	$ 5,900
Amortization expense, remainder of fiscal year	14,300		14,300
Amortization expense, first period	57,300		57,300
Amortization expense, second period	37,400		37,400
Amortization expense, third period	7,900		7,900
Amortization expense, fourth period	$ 2,200		$ 2,200
When annual net sales collected reach $500.0 million \| Skye Pharma Holding Inc.
Goodwill
Milestone payments for EXPAREL agreed in connection with acquisition					$ 32,000
Annual net sales threshold					$ 500,000

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 590,090	$ 590,090
Accumulated Amortization	(70,088)	(27,122)
Intangible Assets, Net	520,002	562,968
Gross Carrying Value	651,090	651,090
Intangible Assets, Net	581,002	623,968
Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	590,000	590,000
Accumulated Amortization	(70,057)	(27,097)
Intangible Assets, Net	$ 519,943	$ 562,903
Weighted-Average Useful Lives	10 years 5 months	10 years 5 months
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 90	$ 90
Accumulated Amortization	(31)	(25)
Intangible Assets, Net	$ 59	$ 65
Weighted-Average Useful Lives	10 years	10 years
Acquired IPR&D
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 61,000	$ 61,000
Intangible Assets, Net	$ 61,000	$ 61,000

DEBT - Carrying Value of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2020	Mar. 31, 2017
Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 747,870	$ 1,049,230
Term Loan B Facility Due 2026 \| Secured Debt
Debt Instrument [Line Items]
Long-term debt	$ 343,719	359,497
Convertible Senior Notes Due 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%
Convertible Senior Notes Due 2025 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 395,510	330,627
Stated interest rate (as a percent)	0.75%		0.75%
Convertible Senior Notes Due May 2024
Debt Instrument [Line Items]
Stated interest rate (as a percent)	3.375%
Convertible Senior Notes Due May 2024 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 8,641	201,249
Convertible Senior Notes Due 2022
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.375%
Convertible Senior Notes Due 2022 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 0	$ 157,857
Stated interest rate (as a percent)	2.375%		2.375%	2.375%

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

DEBT - Narrative (Details)					1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended
DEBT - Narrative (Details)	Dec. 31, 2025 USD ($)	Jun. 30, 2022 USD ($)	Apr. 01, 2022 USD ($) shares	May 02, 2017 USD ($) $ / shares	Jan. 06, 2022	Dec. 31, 2021 USD ($)	Jul. 31, 2020 USD ($) $ / shares	Mar. 31, 2017 USD ($)	Sep. 30, 2022 USD ($) payment d $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment payment d $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 07, 2026 USD ($)	Jan. 07, 2022 USD ($)	Dec. 30, 2021 USD ($)	Dec. 06, 2021 $ / shares shares
DEBT AND FINANCING OBLIGATIONS
Settlement period - convertible debt conversion request											40 days
Closing sale price (in dollars per share) \| $ / shares									$ 53.19		$ 53.19
Amortization of debt discount (premium)									$ 695,000	$ 5,844,000	$ 2,107,000	$ 17,245,000
Common Stock
DEBT AND FINANCING OBLIGATIONS
Conversion of convertible securities (in shares) \| shares			101,521								102,000
Adjustments to additional paid in capital, other			$ 3,000,000
Term Loan B Facility Due 2026
DEBT AND FINANCING OBLIGATIONS
Leverage ratio, maximum									1.75		1.75
Leverage ratio, maximum, value									$ 150,000,000		$ 150,000,000
Weighted average interest rate, at point in time									9.21%		9.21%
Term Loan B Facility Due 2026 \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
DEBT AND FINANCING OBLIGATIONS
Basis spread two on variable rate											7.00%
Basis spread one on variable rate											1.00%
Term Loan B Facility Due 2026 \| Base Rate
DEBT AND FINANCING OBLIGATIONS
Basis spread on variable rate											6.00%
Term Loan B Facility Due 2026 \| Minimum \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
DEBT AND FINANCING OBLIGATIONS
Variable rate											0.75%
Term Loan B Facility Due 2026 \| Minimum \| Base Rate
DEBT AND FINANCING OBLIGATIONS
Variable rate											1.75%
Term Loan B Facility Due 2026 \| Minimum \| Federal Reserve Bank Of NY, Rate
DEBT AND FINANCING OBLIGATIONS
Basis spread on variable rate											0.50%
Convertible Senior Notes Due 2025
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)									0.75%		0.75%
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
Market price of principal amount of notes									0.993		0.993
Convertible debt, premium on common stock							32.50%
Closing sale price (in dollars per share) \| $ / shares							$ 54.17
Convertible Senior Notes Due 2025 \| Debt Redemption Terms Prior to February 3, 2023
DEBT AND FINANCING OBLIGATIONS
Threshold percentage stock price trigger									130.00%
Threshold trading days \| d									20
Threshold consecutive trading days \| d									30
Convertible Senior Notes Due 2025 \| Debt Redemption Terms on or after August 1, 2023
DEBT AND FINANCING OBLIGATIONS
Threshold percentage stock price trigger											130.00%
Threshold trading days \| segment											20
Threshold consecutive trading days \| d											30
Debt instrument, percentage of principal amount for computation of redemption price											100.00%
Convertible Senior Notes Due 2022
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)									2.375%		2.375%
Convertible Senior Notes Due 2024
DEBT AND FINANCING OBLIGATIONS
Debt instrument, percentage of principal amount for computation of redemption price					100.00%
Convertible Senior Notes Due 2024 \| Flexion
DEBT AND FINANCING OBLIGATIONS
Initial conversion rate of common stock per $1,000 of principal amount of Notes				0.0373413
Initial conversion price of notes into common stock (in dollars per share) \| $ / shares				$ 26.78													$ 317.40
Debt conversion, converted instrument, warrants or rights issued, per principal amount (in shares) \| shares																	37.3413
Convertible Senior Notes Due May 2024
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)									3.375%		3.375%
Secured Debt \| Term Loan B Facility Due 2026
DEBT AND FINANCING OBLIGATIONS
Discount rate						3.00%
Debt instrument, face amount						$ 375,000,000
Proceeds from lines of credit						363,800,000
Debt instrument, unamortized discount						11,060,000			$ 8,953,000		$ 8,953,000					$ 11,200,000
Periodic payment, principal		$ 9,400,000									$ 18,800,000
Number of payments in next fiscal year \| payment									3		3
Prepayment penalty, percent, year 1									2.00%		2.00%
Prepayment penalty, percent, year 2									2.00%		2.00%
Prepayment penalty, percent, year 3 and thereafter									1.00%		1.00%
Long-term debt						359,497,000			$ 343,719,000		$ 343,719,000
Secured Debt \| Term Loan B Facility Due 2026 \| Scenario, Forecast
DEBT AND FINANCING OBLIGATIONS
Periodic payment, principal	$ 14,100,000												$ 28,100,000
Balloon payment to be paid														$ 188,000,000
Unsecured Debt
DEBT AND FINANCING OBLIGATIONS
Long-term debt						1,049,230,000			747,870,000		747,870,000
Unsecured Debt \| Convertible Senior Notes Due 2025
DEBT AND FINANCING OBLIGATIONS
Debt instrument, face amount							$ 402,500,000
Debt instrument, unamortized discount						64,718,000			$ 0		$ 0
Stated interest rate (as a percent)							0.75%		0.75%		0.75%
Debt issued in private placement							$ 390,000,000				$ 402,500,000
Long-term debt						330,627,000			$ 395,510,000		395,510,000
Unsecured Debt \| Convertible Senior Notes Due 2022
DEBT AND FINANCING OBLIGATIONS
Debt instrument, unamortized discount						1,920,000			$ 0		$ 0
Stated interest rate (as a percent)							2.375%	2.375%	2.375%		2.375%
Debt issued in private placement								$ 345,000,000
Debt instrument, repurchased face amount							$ 185,000,000
Repayments of debt			156,900,000				$ 211,100,000
Long-term debt						157,857,000			$ 0		$ 0
Extinguishment of debt, amount			160,000,000
Amortization of debt discount (premium)			$ (4,800,000)
Unsecured Debt \| Convertible Senior Notes Due 2024
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)									3.375%		3.375%
Repurchase amount															$ 192,600,000
Unsecured Debt \| Convertible Senior Notes Due 2024 \| Flexion
DEBT AND FINANCING OBLIGATIONS
Debt instrument, face amount				$ 201,300,000
Stated interest rate (as a percent)				3.375%
Unsecured Debt \| Convertible Senior Notes Due May 2024
DEBT AND FINANCING OBLIGATIONS
Long-term debt						$ 201,249,000			$ 8,641,000		$ 8,641,000

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 30, 2021	Jul. 31, 2020	Mar. 31, 2017
Convertible Senior Notes Due 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%
Convertible Senior Notes Due 2022
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.375%
Secured Debt \| Term Loan B Facility Due 2026
Debt Instrument [Line Items]
Convertible senior notes	$ 356,250	$ 375,000
Deferred financing costs	(3,578)	(4,443)
Discount on debt	(8,953)	(11,060)	$ (11,200)
Total debt, net of debt discount and deferred financing costs	343,719	359,497
Unsecured Debt
Debt Instrument [Line Items]
Total debt, net of debt discount and deferred financing costs	$ 747,870	1,049,230
Unsecured Debt \| Convertible Senior Notes Due 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%			0.75%
Convertible senior notes	$ 402,500	402,500
Deferred financing costs	(6,990)	(7,155)
Discount on debt	0	(64,718)
Total debt, net of debt discount and deferred financing costs	$ 395,510	330,627
Unsecured Debt \| Convertible Senior Notes Due 2022
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.375%			2.375%	2.375%
Convertible senior notes	$ 0	160,000
Deferred financing costs	0	(223)
Discount on debt	0	(1,920)
Total debt, net of debt discount and deferred financing costs	$ 0	$ 157,857

DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Disclosure [Abstract]
Contractual interest expense	$ 9,343	$ 1,704	$ 26,724	$ 5,122
Amortization of debt issuance costs	903	666	2,956	1,976
Amortization of debt discount	695	5,844	2,107	17,245
Capitalized interest and other (Note 6)	(1,085)	(881)	(2,852)	(3,016)
Total	$ 9,856	$ 7,333	$ 28,935	$ 21,327
Effective interest rate on total debt (in percent)	5.42%	6.70%	5.66%	6.70%

FINANCIAL INSTRUMENTS - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2022	Jul. 31, 2020
Financial Liabilities:
Closing sale price (in dollars per share)	$ 53.19
Convertible Senior Notes Due 2025
Financial Liabilities:
Stated interest rate (as a percent)	0.75%
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 \| Maximum
Financial Liabilities:
Debt instrument, convertible, conversion premium (in shares)	5.6
Convertible Senior Notes Due 2025 \| Unsecured Debt
Financial Liabilities:
Stated interest rate (as a percent)	0.75%	0.75%
Convertible Senior Notes Due 2024 \| Unsecured Debt
Financial Liabilities:
Stated interest rate (as a percent)	3.375%
Reported Value Measurement
Financial Assets:
Equity investments	$ 15,877
Convertible notes receivable	5,224
Financial Liabilities:
Acquisition-related contingent consideration	34,204
Reported Value Measurement \| Term Loan B Facility Due 2026 \| Secured Debt
Financial Liabilities:
Convertible senior notes	343,719
Reported Value Measurement \| Convertible Senior Notes Due 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	395,510
Reported Value Measurement \| Convertible Senior Notes Due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	8,641
Estimate of Fair Value Measurement \| Level 1
Financial Assets:
Equity investments	0
Convertible notes receivable	0
Financial Liabilities:
Acquisition-related contingent consideration	0
Estimate of Fair Value Measurement \| Level 1 \| Term Loan B Facility Due 2026 \| Secured Debt
Financial Liabilities:
Convertible senior notes	0
Estimate of Fair Value Measurement \| Level 1 \| Convertible Senior Notes Due 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	0
Estimate of Fair Value Measurement \| Level 1 \| Convertible Senior Notes Due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	0
Estimate of Fair Value Measurement \| Level 2
Financial Assets:
Equity investments	0
Convertible notes receivable	0
Financial Liabilities:
Acquisition-related contingent consideration	0
Estimate of Fair Value Measurement \| Level 2 \| Term Loan B Facility Due 2026 \| Secured Debt
Financial Liabilities:
Convertible senior notes	343,781
Estimate of Fair Value Measurement \| Level 2 \| Convertible Senior Notes Due 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	399,481
Estimate of Fair Value Measurement \| Level 2 \| Convertible Senior Notes Due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	8,649
Estimate of Fair Value Measurement \| Level 3
Financial Assets:
Equity investments	15,877
Convertible notes receivable	5,224
Financial Liabilities:
Acquisition-related contingent consideration	34,204
Estimate of Fair Value Measurement \| Level 3 \| Term Loan B Facility Due 2026 \| Secured Debt
Financial Liabilities:
Convertible senior notes	0
Estimate of Fair Value Measurement \| Level 3 \| Convertible Senior Notes Due 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	0
Estimate of Fair Value Measurement \| Level 3 \| Convertible Senior Notes Due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	$ 0

FINANCIAL INSTRUMENTS - Schedule of Investments Without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Balance at December 31, 2021		$ 18,259	$ 12,802
Purchases		13,000	17,187
Divestiture of investment		(11,642)
Impairment	$ (10,000)	(10,000)
Foreign currency adjustments		(158)	(88)
Balance at September 30, 2022	21,101	21,101	18,259
Equity Investments
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Balance at December 31, 2021		14,127	12,802
Purchases		11,750	12,967
Divestiture of investment		(11,642)
Impairment		(10,000)
Foreign currency adjustments		0	0
Balance at September 30, 2022	15,877	15,877	14,127
Convertible Notes Receivable
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Balance at December 31, 2021		4,132	0
Purchases		1,250	4,220
Divestiture of investment		0
Impairment		0
Foreign currency adjustments		(158)	(88)
Balance at September 30, 2022	$ 5,224	$ 5,224	$ 4,132

FINANCIAL INSTRUMENTS - Narrative (Details)		1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
FINANCIAL INSTRUMENTS - Narrative (Details)	Nov. 19, 2021 USD ($)	Dec. 31, 2021 USD ($)	Apr. 30, 2019 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) customer	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment
Concentration Risk [Line Items]
Impairment of equity investment				$ 10,000,000		$ 10,000,000
Changes in contingent consideration						(23,394,000)	$ (2,147,000)
Interest receivable		$ 100,000		400,000		$ 400,000		$ 100,000
Number of major customers						3		4
Amount of allowance for doubtful accounts		0		0		$ 0		$ 0
TELA Bio
Concentration Risk [Line Items]
Proceeds from sale of equity investment						9,100,000
Equity securities, realized loss						$ 2,600,000
Accounts receivable \| Concentration risk by major customer \| Major customer one
Concentration Risk [Line Items]
Concentration risk (as a percent)						33.00%		30.00%
Accounts receivable \| Concentration risk by major customer \| Major customer two
Concentration Risk [Line Items]
Concentration risk (as a percent)						18.00%		20.00%
Accounts receivable \| Concentration risk by major customer \| Major customer three
Concentration Risk [Line Items]
Concentration risk (as a percent)						18.00%		17.00%
Accounts receivable \| Concentration risk by major customer \| Major customer four
Concentration Risk [Line Items]
Concentration risk (as a percent)								11.00%
Flexion And MyoScience Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		57,600,000		34,200,000		$ 34,200,000		$ 57,600,000
Flexion Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration	$ 425,500,000	46,400,000		32,600,000		32,600,000		46,400,000
Payment term	60 days
Changes in contingent consideration	$ 45,200,000	1,200,000		$ 500,000		$ 13,800,000
Flexion Acquisition \| Contingent Consideration \| Level 3 \| Measurement Input, Discount Rate \| Weighted Average
Concentration Risk [Line Items]
Measurement input, contingent consideration				0.144		0.144
Flexion Acquisition \| Contingent Consideration \| Level 3 \| Measurement Input, Probability of Success of Regulatory Milestones \| Weighted Average
Concentration Risk [Line Items]
Measurement input, contingent consideration				0.200		0.200
Myoscience Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		$ 11,200,000		$ 1,600,000		$ 1,600,000		$ 11,200,000
Payment term			60 days
Changes in contingent consideration				523,000	$ 1,159,000	9,557,000	2,147,000
Contingent consideration			$ 100,000,000
Contingent consideration, current				$ 43,000,000		$ 43,000,000
Myoscience Acquisition \| Contingent Consideration \| Level 3 \| Measurement Input, Discount Rate
Concentration Risk [Line Items]
Measurement input, contingent consideration				0.128		0.128
Myoscience Acquisition \| Contingent Consideration \| Level 3 \| Measurement Input, Expected Milestone Payment
Concentration Risk [Line Items]
Measurement input, contingent consideration				0		0
Flexion
Concentration Risk [Line Items]
Changes in contingent consideration				$ 520,000	$ 0	$ 13,837,000	$ 0

FINANCIAL INSTRUMENTS - Fair Value Measurement Inputs and Valuation (Details) - Fair Value, Inputs, Level 3 - Contingent Consideration	Sep. 30, 2022
Myoscience Acquisition \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.128
Myoscience Acquisition \| Measurement Input, Expected Milestone Payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0
Minimum \| Flexion Acquisition \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.1398
Minimum \| Flexion Acquisition \| Measurement Input, Expected Milestone Payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0
Minimum \| Myoscience Acquisition \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.1225
Minimum \| Myoscience Acquisition \| Measurement Input, Expected Milestone Payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0
Maximum \| Flexion Acquisition \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.1477
Maximum \| Flexion Acquisition \| Measurement Input, Expected Milestone Payment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.20
Maximum \| Myoscience Acquisition \| Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.1328

FINANCIAL INSTRUMENTS - Fair Value of Contingent Consideration Rollforward (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
	Nov. 19, 2021	Apr. 30, 2019	Sep. 30, 2022
Myoscience Acquisition
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration		$ 100,000
Payment term		60 days
Flexion Acquisition
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Payment term	60 days
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2021			$ 57,598
Fair value adjustments and accretion			(23,394)
Balance at September 30, 2022			$ 34,204

FINANCIAL INSTRUMENTS - Schedule of Available-For-Sale Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Cost	$ 238,010	$ 70,651
Gross Unrealized Gains	0	182
Gross Unrealized Losses	(1,315)	(2)
Fair Value (Level 2)	236,695	70,831
Current:
Fair Value Measurements
Cost	220,514
Gross Unrealized Gains	0
Gross Unrealized Losses	(1,213)
Fair Value (Level 2)	219,301
Asset-backed securities \| Current:
Fair Value Measurements
Cost	22,298	3,182
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(127)	0
Fair Value (Level 2)	22,171	3,182
Commercial paper \| Current:
Fair Value Measurements
Cost	169,736	57,533
Gross Unrealized Gains	0	80
Gross Unrealized Losses	(903)	(2)
Fair Value (Level 2)	168,833	57,611
Corporate bonds \| Current:
Fair Value Measurements
Cost	2,000	9,936
Gross Unrealized Gains	0	102
Gross Unrealized Losses	0	0
Fair Value (Level 2)	2,000	$ 10,038
U.S. federal agency bonds \| Current:
Fair Value Measurements
Cost	24,474
Gross Unrealized Gains	0
Gross Unrealized Losses	(160)
Fair Value (Level 2)	24,314
U.S. federal agency bonds \| Noncurrent:
Fair Value Measurements
Cost	17,496
Gross Unrealized Gains	0
Gross Unrealized Losses	(102)
Fair Value (Level 2)	17,394
U.S. government bonds \| Current:
Fair Value Measurements
Cost	2,006
Gross Unrealized Gains	0
Gross Unrealized Losses	(23)
Fair Value (Level 2)	$ 1,983

STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 756,636	$ 687,168	$ 730,408	$ 619,688
Net unrealized loss on investments, net of tax	(163)	(30)	(1,056)	(168)
Balance at end of period	770,123	718,602	770,123	718,602
Unrealized (loss) gain on investments, tax benefit			300	100
Net Unrealized (Loss) Gain From Available For Sale Investments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			139	319
Net unrealized loss on investments, net of tax			(1,056)	(168)
Balance at end of period	(917)	151	(917)	151
Unrealized Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			28	(1)
Foreign currency translation adjustments			219	3
Balance at end of period	247	2	247	2
Accumulated Other Comprehensive (Loss) Income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(605)	181	167	318
Net unrealized loss on investments, net of tax			(1,056)	(168)
Foreign currency translation adjustments			219	3
Balance at end of period	$ (670)	$ 153	$ (670)	$ 153

- Definition

+ References

+ Details

STOCK PLANS - Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation
Stock-based compensation expense	$ 12,682	$ 10,784	$ 35,415	$ 31,356
Stock-based compensation from:
Stock options	6,711	6,458	20,038	19,507
Restricted stock units	5,758	4,126	14,588	11,164
Employee stock purchase plan	213	200	789	685
Total	12,682	10,784	35,415	31,356
Cost of goods sold
Share-Based Compensation
Stock-based compensation expense	1,599	1,512	4,429	4,429
Research and development
Share-Based Compensation
Stock-based compensation expense	1,783	1,156	4,761	3,591
Selling, general and administrative
Share-Based Compensation
Stock-based compensation expense	$ 9,300	$ 8,116	$ 26,225	$ 23,336

STOCK PLANS - Schedule of Stock Based Compensation Activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Options
Outstanding beginning of period (in shares) \| shares	6,050,540
Granted (in shares) \| shares	1,034,230
Exercised (in shares) \| shares	(667,940)
Forfeited (in shares) \| shares	(88,766)
Expired (in shares) \| shares	(24,447)
Outstanding end of period (in shares) \| shares	6,303,617
Weighted Average Exercise Price (Per Share)
Outstanding beginning of period (in dollars per share) \| $ / shares	$ 49.32
Granted (in dollars per share) \| $ / shares	60.16
Exercised (in dollars per share) \| $ / shares	35.18
Forfeited (in dollars per share) \| $ / shares	54.38
Expired (in dollars per share) \| $ / shares	78.76
Outstanding at end of period (in dollars per share) \| $ / shares	$ 52.41
Restricted Stock Units (RSUs)
Number of Units
Unvested at beginning of period (shares) \| shares	955,277
Granted (shares) \| shares	598,699
Vested (shares) \| shares	(323,821)
Forfeited (shares) \| shares	(68,000)
Unvested at end of period (shares) \| shares	1,162,155
Weighted Average Grant Date Fair Value (Per Share)
Unvested at beginning of period (usd per share) \| $ / shares	$ 52.85
Granted (usd per share) \| $ / shares	60.43
Vested (usd per share) \| $ / shares	50.17
Forfeited (usd per share) \| $ / shares	55.04
Unvested at end of period (usd per share) \| $ / shares	$ 57.38

STOCK PLANS - Narrative (Details)	1 Months Ended	9 Months Ended
STOCK PLANS - Narrative (Details)	Jun. 30, 2022 shares	Sep. 30, 2022 offeringPeriod $ / shares shares
Stock Incentive Plans
Weighted average fair value (in dollars per share) \| $ / shares		$ 25.66
ESPP increase to shares allowed to be sold	500,000
Purchase price of common stock, ESPP (as a percent)		85.00%
Common stock issued under employee stock purchase plan (in shares)		36,729
Weighted average ESPP purchase options
Stock Incentive Plans
Number of offering periods for ESPP \| offeringPeriod		2
ESPP purchasing period		6 months

STOCK PLANS - Schedule of Valuation Assumptions (Details) - Employee Stock Option	9 Months Ended
	Sep. 30, 2022
Stock Incentive Plans
Expected dividend yield (as a percent)	0.00%
Risk free interest rate (as a percent)	2.84%
Expected volatility (as a percent)	45.14%
Expected term of options (in years)	4 years 11 months 1 day

NET INCOME (LOSS) PER SHARE - Schedule of Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net (loss) income—basic	$ (693)	$ 17,660	$ 26,011	$ 47,110
ASU 2020-06 convertible notes if-converted method adjustment	0	0	3,112	0
Adjusted net (loss) income—diluted	$ (693)	$ 17,660	$ 29,123	$ 47,110
Denominator:
Weighted average common shares outstanding - basic (in shares)	45,831	44,476	45,400	44,151
Computation of diluted securities:
Dilutive effect of convertible debt securities (in shares)	0	0	0	51
Weighted average number of shares outstanding - diluted (in shares)	45,831	45,463	52,220	45,674
Net (loss) income per share:
Basic net (loss) income per common share (in USD per share)	$ (0.02)	$ 0.40	$ 0.57	$ 1.07
Diluted net (loss) income per common share (in USD per share)	$ (0.02)	$ 0.39	$ 0.56	$ 1.03
Accounting Standards Update 2020-06
Computation of diluted securities:
Dilutive effect of convertible debt securities (in shares)	0	0	5,608	0
Employee Stock Option
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	0	827	937	1,132
Restricted Stock Units (RSUs)
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	0	160	272	337
Weighted average ESPP purchase options
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	0	0	3	3

NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
EARNINGS PER SHARE
Total	13,132	3,102	3,513	2,036
Weighted average number of stock options
EARNINGS PER SHARE
Total	6,344	2,707	2,439	1,895
Convertible senior notes
EARNINGS PER SHARE
Total	5,608	0	797	0
Weighted average number of RSUs
EARNINGS PER SHARE
Total	1,180	369	277	132
Weighted average ESPP purchase options
EARNINGS PER SHARE
Total	0	26	0	9

INCOME TAXES - Schedule of Federal, State and Local, and Foreign Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income before income taxes:
Domestic	$ 9,230	$ 25,167	$ 39,610	$ 66,962
Foreign	(7,161)	(936)	(8,240)	(4,360)
Income before income taxes	2,069	24,231	31,370	62,602
Income tax expense	$ 2,762	$ 6,571	$ 5,359	$ 15,492
Effective tax rate (in percent)	133.00%	27.00%	17.00%	25.00%

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

ACQUISITION–RELATED CHARGES (GAINS) AND OTHER - Acquisition Related Charges (Gains) and Other (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Severance-related expenses	$ 194	$ 445	$ 4,259	$ 445
Total acquisition-related charges	1,532	1,396	10,162	1,403
Changes in contingent consideration			23,394	2,147
Total acquisition-related charges (gains) and other	489	237	(13,232)	2,256
Nuance Biotech Co. Ltd.
Restructuring Cost and Reserve [Line Items]
Nuance Biotech Co. Ltd. agreement dissolution costs	0	0	0	3,000
Flexion
Restructuring Cost and Reserve [Line Items]
Changes in contingent consideration	(520)	0	(13,837)	0
Myoscience Acquisition
Restructuring Cost and Reserve [Line Items]
Acquisition-related costs		400		400
Changes in contingent consideration	(523)	(1,159)	(9,557)	(2,147)
Acquisition-related fees
Restructuring Cost and Reserve [Line Items]
Acquisition-related costs	905	951	4,918	958
Other acquisition expenses
Restructuring Cost and Reserve [Line Items]
Acquisition-related costs	$ 433	$ 0	$ 985	$ 0

ACQUISITION–RELATED CHARGES (GAINS) AND OTHER - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 19, 2021	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Changes in contingent consideration					$ (23,394)	$ (2,147)
Nuance Biotech Co. Ltd.
Business Acquisition [Line Items]
Estimated settlement fees						3,000
Flexion Acquisition
Business Acquisition [Line Items]
Changes in contingent consideration	$ 45,200	$ 1,200	$ 500		13,800
Flexion Acquisition \| Legal Fees
Business Acquisition [Line Items]
Acquisition-related costs			1,500	$ 1,000	10,200	1,000
Myoscience Acquisition
Business Acquisition [Line Items]
Acquisition-related costs				400		400
Changes in contingent consideration			$ 523	$ 1,159	$ 9,557	$ 2,147

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2020	Dec. 31, 2020	Sep. 30, 2022	Mar. 20, 2020
Fortis
Loss Contingencies [Line Items]
Loss contingency, damages sought	$ 30.0
Hong Kong Pharma Tainuo Ltd.
Loss Contingencies [Line Items]
Accounts payable, related parties			$ 10.0
Hong Kong Pharma Tainuo Ltd. \| Flexion
Loss Contingencies [Line Items]
Proceeds from development and commercialization of ZILRETTA		$ 10.0
Maximum milestone payment to be received				$ 32.5