0001396814-23-000079 | 10-Q | XBRL Viewer

REVENUE

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

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 its bupivacaine liposome injectable suspension for veterinary use. Royalty revenues are related to a collaborative licensing agreement from the sale of its bupivacaine liposome injectable suspension for veterinary use. 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 is limited to revenue associated with net product sales of EXPAREL and ZILRETTA.

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 specialty pharmacies, 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.

Chargebacks for fees and discounts to qualified government healthcare providers represent the estimated obligations resulting from contractual commitments to sell products to qualified Department of Veteran Affairs hospitals and 340B entities at prices lower than the list prices charged to other customers. The 340B Drug Discount Program is a U.S. federal government program that requires participating drug manufacturers to provide outpatient drugs to eligible health care organizations and covered entities at reduced prices. Customers charge the Company for the difference between the product payment and the statutory selling price to the qualified entity. Reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and trade receivables, net. Chargeback amounts are generally determined at the time of sale to the qualified government healthcare provider by customers, and the Company generally issues credits for such

amounts within weeks of the customer’s notification to the Company of the sale. Reserves for chargebacks consist of credits that the Company expects to issue for units that the Company expects will be sold to qualified healthcare providers, and chargebacks that customers have claimed, but for which the Company has not yet issued a credit.

The calculation for 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. The adequacy of these provisions is reviewed on a quarterly basis.

Accounts Receivable

The majority of accounts receivable arise from product sales and represent amounts due from wholesalers, hospitals, ambulatory surgery centers, specialty distributors, specialty pharmacies and individual physicians. Payment terms generally range from zero to four months 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,
	2023		2022		2023		2022
Net product sales:
EXPAREL	$	128,667	$	132,642	$	394,202	$	398,854
ZILRETTA	28,798		26,494		82,393		77,546
iovera°	5,260		4,467		13,645		10,694
Bupivacaine liposome injectable suspension	858		2,957		2,241		5,469
Total net product sales	$	163,583	$	166,560	$	492,481	$	492,563

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

FINANCIAL INSTRUMENTS - Schedule of Key Assumptions used in the Valuation of Contingent Consideration (Details) - Fair Value, Inputs, Level 3 - Flexion Acquisition - Contingent Consideration	Sep. 30, 2023
Minimum \| Discount rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.101
Minimum \| Probabilities of payment for regulatory milestones
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0
Maximum \| Discount rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.111
Maximum \| Probabilities of payment for regulatory milestones
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.125

LEASES - Schedule of Operating Lease Expense and Other Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease, Cost [Abstract]
Fixed lease costs	$ 3,559	$ 3,440	$ 10,818	$ 10,509
Variable lease costs	499	540	1,444	1,520
Sublease income	(167)	(169)	(489)	(169)
Total	$ 3,891	$ 3,811	11,773	11,860
Cash Flow, Operating Activities, Lessee [Abstract]
Cash paid for operating lease liabilities, net of lease incentives			$ 11,055	$ 9,922
Weighted average remaining lease term (in years)	6 years 3 months 3 days	7 years 1 month 9 days	6 years 3 months 3 days	7 years 1 month 9 days
Weighted average discount rate (in percent)	7.03%	6.95%	7.03%	6.95%

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2023

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,
	2023			2022			2023			2022
Income (loss) before income taxes:
Domestic	$	16,631		$	9,230		$	29,047		$	39,610
Foreign	(30)			(7,161)			(1,066)			(8,240)
Total income before income taxes	$	16,601		$	2,069		$	27,981		$	31,370

Income tax expense	$	5,743		$	2,762		$	10,896		$	5,359
Effective tax rate	35		%	133		%	39		%	17		%

FIXED ASSETS

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

FIXED ASSETS

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


	September 30,		December 31,
	2023		2022
Machinery and equipment	$	120,481	$	118,684
Leasehold improvements	61,508		61,302
Computer equipment and software	16,242		15,360
Office furniture and equipment	2,543		2,420
Construction in progress	106,383		103,226
Total	307,157		300,992
Less: accumulated depreciation	(131,374)		(117,480)
Fixed assets, net	$	175,783	$	183,512

For the three months ended September 30, 2023 and 2022, depreciation expense was $4.1 million and $5.8 million, respectively. For the three months ended September 30, 2023 and 2022, there was $0.7 million and $1.1 million of capitalized interest on the construction of manufacturing sites, respectively.

For the nine months ended September 30, 2023 and 2022, depreciation expense was $14.1 million and $18.0 million, respectively. For the nine months ended September 30, 2023 and 2022, there was $2.8 million and $2.9 million of capitalized interest on the construction of manufacturing sites, respectively.

At September 30, 2023 and December 31, 2022, total fixed assets, net includes manufacturing process equipment and leasehold improvements located in Europe in the amount of $38.3 million and $44.7 million, respectively.

As of September 30, 2023 and December 31, 2022, the Company had asset retirement obligations of $4.0 million and $3.3 million, respectively, included in accrued expenses and other liabilities on its condensed consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of certain of its lease agreements.

FINANCIAL INSTRUMENTS - Schedule of Investments Without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	$ 21,192	$ 18,259
Purchases	6,758	13,000
Impairment		(10,000)
Foreign currency adjustments	(135)	(67)
Ending balance	27,815	21,192
Equity Investments
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	15,877	14,127
Purchases	0	11,750
Impairment		(10,000)
Foreign currency adjustments	0	0
Ending balance	15,877	15,877
Convertible Notes Receivable
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	5,315	4,132
Purchases	6,758	1,250
Impairment		0
Foreign currency adjustments	(135)	(67)
Ending balance	$ 11,938	$ 5,315

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

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 (the “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, 2022 (the “2022 Annual Report”).

The condensed consolidated financial statements at September 30, 2023, and for the three and nine-month periods ended September 30, 2023 and 2022, 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, 2022 is derived from the audited consolidated financial statements included in the Company’s 2022 Annual Report. 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 specialty pharmacies, 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 its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee in the U.S. and sells iovera° directly to end users.

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Largest wholesaler	33%	31%	33%	31%
Second largest wholesaler	24%	22%	24%	23%
Third largest wholesaler	19%	22%	20%	22%
Total	76%	75%	77%	76%

DESCRIPTION OF BUSINESS (Details)	9 Months Ended
DESCRIPTION OF BUSINESS (Details)	Sep. 30, 2023 product segment
Concentration Risk [Line Items]
Number of reportable segments \| segment	1
Sales Revenue \| Product Concentration Risk
Concentration Risk [Line Items]
Concentration of products (in products) \| product	3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands

Total

Cumulative Effect, Period of Adoption, Adjustment

^[1]

Common Stock

Additional Paid-In Capital

Cumulative Effect, Period of Adoption, Adjustment

^[1]

Accumulated Deficit

Cumulative Effect, Period of Adoption, Adjustment

^[1]

Accumulated Other Comprehensive (Loss) Income

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)

667,000

Exercise of stock options

23,498

$ 1

23,497

Vested restricted stock units (in shares)

324,000

Common stock issued under employee stock purchase plan (in shares)

37,000

Common stock issued under employee stock purchase plan

1,821

Stock-based compensation

35,415

Issuance of common stock upon conversion of 2022 convertible senior notes (in shares)

102,000

Issuance of common stock upon conversion of 2022 convertible senior notes

3,040

Other comprehensive income (loss)

(837)

Net income (loss)

26,011

Ending balance (in shares) at Sep. 30, 2022

45,864,000

Balance at ending 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

Vested restricted stock units (in shares)

25,000

Stock-based compensation

12,682

Other comprehensive income (loss)

(65)

Net income (loss)

(693)

Ending balance (in shares) at Sep. 30, 2022

45,864,000

Balance at ending of period at Sep. 30, 2022

770,123

$ 46

909,396

(138,649)

(670)

Beginning balance (in shares) at Dec. 31, 2022

45,928,000

Balance at beginning of period at Dec. 31, 2022

$ 775,010

$ 46

924,095

(148,751)

(380)

Increase (Decrease) in Stockholders' Equity

Exercise of stock options (in shares)

62,680

63,000

Exercise of stock options

$ 1,939

1,939

Vested restricted stock units (in shares)

386,000

Common stock issued under employee stock purchase plan (in shares)

50,634

50,000

Common stock issued under employee stock purchase plan

$ 1,672

1,672

Stock-based compensation

35,475

Other comprehensive income (loss)

370

Net income (loss)

17,085

Ending balance (in shares) at Sep. 30, 2023

46,427,000

Balance at ending of period at Sep. 30, 2023

831,551

$ 46

963,181

(131,666)

(10)

Beginning balance (in shares) at Jun. 30, 2023

46,409,000

Balance at beginning of period at Jun. 30, 2023

807,975

$ 46

950,626

(142,524)

(173)

Increase (Decrease) in Stockholders' Equity

Exercise of stock options (in shares)

1,000

Exercise of stock options

Vested restricted stock units (in shares)

17,000

Stock-based compensation

12,530

Other comprehensive income (loss)

163

Net income (loss)

10,858

Ending balance (in shares) at Sep. 30, 2023

46,427,000

Balance at ending of period at Sep. 30, 2023

$ 831,551

$ 46

$ 963,181

$ (131,666)

$ (10)

[1]

Effective January 1, 2022, the Company adopted Accounting Standards Update 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) on a modified retrospective method of transition. As a result, the Company no longer separately presents in equity an embedded conversion feature for its convertible debt.

STOCK PLANS - Schedule of Valuation Assumptions (Details) - Employee Stock Option	9 Months Ended
	Sep. 30, 2023
Stock Incentive Plans
Expected dividend yield (as a percent)	0.00%
Risk free interest rate (as a percent)	4.00%
Expected volatility (as a percent)	41.32%
Expected term of options (in years)	4 years 10 months 9 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

FINANCIAL INSTRUMENTS - Schedule of Carrying Amount and Fair Value of the Long-Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2023	Jul. 31, 2020
Financial Liabilities:
Closing sale price (in dollars per share)	$ 30.68
0.750% Convertible senior notes due August 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
0.750% Convertible senior notes due August 2025 \| Maximum
Financial Liabilities:
Debt instrument, convertible, conversion premium (in shares)	5.6
0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Stated interest rate (as a percent)	0.75%	0.75%
3.375% convertible senior notes due 2024 \| Unsecured Debt
Financial Liabilities:
Stated interest rate (as a percent)	3.375%
Carrying Value
Financial Assets:
Equity investments	$ 15,877
Convertible notes receivable	11,938
Financial Liabilities:
Acquisition-related contingent consideration	24,275
Carrying Value \| Term loan A facility maturing March 2028 \| Term Loan
Financial Liabilities:
Convertible senior notes	117,965
Carrying Value \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	397,976
Carrying Value \| 3.375% convertible senior notes due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	8,641
Fair Value Measurements Using \| Level 1
Financial Assets:
Equity investments	0
Convertible notes receivable	0
Financial Liabilities:
Acquisition-related contingent consideration	0
Fair Value Measurements Using \| Level 1 \| Term loan A facility maturing March 2028 \| Term Loan
Financial Liabilities:
Convertible senior notes	0
Fair Value Measurements Using \| Level 1 \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	0
Fair Value Measurements Using \| Level 1 \| 3.375% convertible senior notes due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	0
Fair Value Measurements Using \| Level 2
Financial Assets:
Equity investments	0
Convertible notes receivable	0
Financial Liabilities:
Acquisition-related contingent consideration	0
Fair Value Measurements Using \| Level 2 \| Term loan A facility maturing March 2028 \| Term Loan
Financial Liabilities:
Convertible senior notes	118,778
Fair Value Measurements Using \| Level 2 \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	365,772
Fair Value Measurements Using \| Level 2 \| 3.375% convertible senior notes due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	8,641
Fair Value Measurements Using \| Level 3
Financial Assets:
Equity investments	15,877
Convertible notes receivable	11,938
Financial Liabilities:
Acquisition-related contingent consideration	24,275
Fair Value Measurements Using \| Level 3 \| Term loan A facility maturing March 2028 \| Term Loan
Financial Liabilities:
Convertible senior notes	0
Fair Value Measurements Using \| Level 3 \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	0
Fair Value Measurements Using \| Level 3 \| 3.375% convertible senior notes due 2024 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	$ 0

INVENTORIES

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

INVENTORIES

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


	September 30,		December 31,
	2023		2022
Raw materials	$	49,196	$	39,810
Work-in-process	23,765		28,853
Finished goods	23,559		27,400
Total	$	96,520	$	96,063

LEASES

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

The Company leases all of its facilities, including its EXPAREL and iovera° handpiece manufacturing facility at its Science Center Campus in San Diego, California. 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.

Since July 2022 and February 2023, the Company has been recognizing sublease income for laboratory space leased in Woburn, Massachusetts and a portion of office space leased in Burlington, Massachusetts, respectively, from leases that were assumed as part of the Flexion Acquisition.

During the third quarter of 2023, the Company partially exited its Burlington, Massachusetts office space lease that had been assumed as part of the Flexion Acquisition through a one-time termination fee of $0.8 million, which released its obligation of $1.6 million in future cash payments for the respective proportion of square footage exited. The partial lease termination resulted in a nominal gain which was recorded within contingent consideration charges (gains), restructuring charges and other in the condensed consolidated statements of operations.

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,
	2023		2022		2023		2022
Fixed lease costs	$	3,559	$	3,440	$	10,818	$	10,509
Variable lease costs	499		540		1,444		1,520
Sublease income	(167)		(169)		(489)		(169)
Total	$	3,891	$	3,811	$	11,773	$	11,860

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


	Nine Months Ended
	September 30,
	2023		2022
Cash paid for operating lease liabilities, net of lease incentives	$	11,055	$	9,922

The Company has elected to net the amortization of the right-of-use asset and the reduction of the lease liability principal in other liabilities in the condensed consolidated statements 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 terms and the weighted average discount rates are summarized as follows:


	September 30,
	2023		2022
Weighted average remaining lease term	6.26 years		7.11 years
Weighted average discount rate	7.03	%	6.95	%

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


Year	Aggregate Minimum Payments Due
2023 (remaining three months)	$	3,249
2024	13,038
2025	12,775
2026	12,814
2027	12,587
Thereafter	27,351
Total future lease payments	81,814
Less: imputed interest	(16,100)
Total operating lease liabilities	$	65,714

NET INCOME (LOSS) PER SHARE- Narrative (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
EARNINGS PER SHARE
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,445	13,132	12,530	3,513
Convertible senior notes
EARNINGS PER SHARE
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	5,608	5,608	797
Convertible senior notes \| Trading Revenue
EARNINGS PER SHARE
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		1,000	3,100

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
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)	46,426,836	45,927,790
Common stock, shares outstanding (in shares)	46,426,836	45,927,790

LEASES (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule 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,
	2023		2022		2023		2022
Fixed lease costs	$	3,559	$	3,440	$	10,818	$	10,509
Variable lease costs	499		540		1,444		1,520
Sublease income	(167)		(169)		(489)		(169)
Total	$	3,891	$	3,811	$	11,773	$	11,860

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


	Nine Months Ended
	September 30,
	2023		2022
Cash paid for operating lease liabilities, net of lease incentives	$	11,055	$	9,922

The weighted average remaining lease terms and the weighted average discount rates are summarized as follows:


	September 30,
	2023		2022
Weighted average remaining lease term	6.26 years		7.11 years
Weighted average discount rate	7.03	%	6.95	%

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
2023 (remaining three months)	$	3,249
2024	13,038
2025	12,775
2026	12,814
2027	12,587
Thereafter	27,351
Total future lease payments	81,814
Less: imputed interest	(16,100)
Total operating lease liabilities	$	65,714

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Carrying Amount and Fair Value of the Long-Term Debt

At September 30, 2023, 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	$	11,938	$	—	$	—	$	11,938
Financial Liabilities:
Acquisition-related contingent consideration	$	24,275	$	—	$	—	$	24,275

Financial Liabilities Measured at Amortized Cost:
Term loan A facility due March 2028	$	117,965	$	—	$	118,778	$	—
0.750% convertible senior notes due 2025 (1)	$	397,976	$	—	$	365,772	$	—
3.375% convertible senior notes due 2024	$	8,641	$	—	$	8,641	$	—

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $30.68 per share at September 30, 2023 compared to a conversion price of $71.78 per share. At September 30, 2023, as the conversion price was above the stock price, the requirements for conversion have not been met. 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.

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, 2021	$	14,127	$	4,132	$	18,259
Purchases	11,750		1,250		13,000
Impairment	(10,000)		—		(10,000)
Foreign currency adjustments	—		(67)		(67)
Balance at December 31, 2022	15,877		5,315		21,192
Purchases	—		6,758		6,758

Foreign currency adjustments	—		(135)		(135)
Balance at September 30, 2023	$	15,877	$	11,938	$	27,815

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, 2023
Discount rates						10.1% to 11.1%
Probabilities of payment for regulatory milestones						0% to 12.5%
Projected year of payment for regulatory and commercial milestones						2030

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	(29,476)
Balance at December 31, 2022	28,122
Fair value adjustments and accretion	(3,847)

Balance at September 30, 2023	$	24,275

Schedule of Short-Term and Noncurrent Available-for-Sale Investments

The following summarizes the Company’s short-term and noncurrent available-for-sale investments at September 30, 2023 and December 31, 2022 (in thousands):


September 30, 2023 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	15,473	$	—	$	(32)	$	15,441
Commercial paper	65,781		1		(110)		65,672

U.S. federal agency bonds	40,332		—		(116)		40,216
U.S. government bonds	14,797		—		(57)		14,740







Total	$	136,383	$	1	$	(315)	$	136,069


December 31, 2022 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	6,836	$	—	$	(3)	$	6,833
Commercial paper	134,423		23		(386)		134,060

U.S. federal agency bonds	41,971		—		(337)		41,634
U.S. government bonds	2,003		—		(18)		1,985
Subtotal	$	185,233	$	23	$	(744)	$	184,512
Noncurrent:


U.S. federal agency bonds	22,783		2		(66)		22,719
U.S. government bonds	14,499		—		(9)		14,490
Subtotal	37,282		2		(75)		37,209
Total	$	222,515	$	25	$	(819)	$	221,721

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income (loss) before income taxes:
Domestic	$ 16,631	$ 9,230	$ 29,047	$ 39,610
Foreign	(30)	(7,161)	(1,066)	(8,240)
Income before income taxes	16,601	2,069	27,981	31,370
Income tax expense	$ 5,743	$ 2,762	$ 10,896	$ 5,359
Effective tax rate (in percent)	35.00%	133.00%	39.00%	17.00%

- 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
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

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

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net income	$ 17,085	$ 26,011
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred taxes	9,014	2,895
Depreciation of fixed assets and amortization of intangible assets	57,089	61,095
Amortization of debt issuance costs	2,311	2,957
Amortization of debt discount	728	2,107
Loss on early extinguishment of debt	16,926	0
Stock-based compensation	35,475	35,415
Changes in contingent consideration	(3,847)	(23,394)
Impairment of investment	0	10,000
Other losses	2,415	377
Changes in operating assets and liabilities:
Accounts receivable, net	1,440	2,847
Inventories, net	(457)	1,751
Prepaid expenses and other assets	(6,986)	(568)
Accounts payable	1,988	4,681
Accrued expenses and income taxes payable	(26,156)	(23,560)
Other liabilities	40	623
Net cash provided by operating activities	107,065	103,237
Investing activities:
Purchases of fixed assets	(13,363)	(24,584)
Purchases of available-for-sale investments	(111,682)	(319,426)
Sales of available-for-sale investments	200,970	152,636
Payment of contingent consideration	0	(32,000)
Purchases of equity and debt investments	(6,758)	(13,000)
Net cash provided by (used in) investing activities	69,167	(236,374)
Financing activities:
Proceeds from exercises of stock options	1,939	23,482
Proceeds from shares issued under employee stock purchase plan	1,672	1,820
Proceeds from Term loan A facility	149,550	0
Debt extinguishment costs	(5,750)	0
Payment of debt issuance and financing costs	(1,163)	0
Net cash used in financing activities	(181,252)	(343,017)
Net decrease in cash and cash equivalents	(5,020)	(476,154)
Cash and cash equivalents, beginning of period	104,139	585,578
Cash and cash equivalents, end of period	99,119	109,424
Supplemental cash flow information:
Cash paid for interest	24,931	23,620
Cash paid for income taxes, net of refunds	2,072	4,216
Non-cash investing and financing activities:
Issuance of common stock from conversion of 2022 convertible senior notes	0	3,040
Fixed assets included in accounts payable and accrued liabilities	1,470	5,486
Convertible Senior Notes Due 2022
Financing activities:
Repayment of convertible senior notes	0	(156,960)
Convertible Senior Notes Due 2024
Financing activities:
Repayment of convertible senior notes	0	(192,609)
Term Loan B Facility
Financing activities:
Repayment of Term loan B facility	(296,875)	(18,750)
Term Loan A Facility
Financing activities:
Repayment of Term loan B facility	$ (30,625)	$ 0

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2023

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 Financial Accounting Standards Board (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 equity investments and 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.

At September 30, 2023, 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	$	11,938	$	—	$	—	$	11,938
Financial Liabilities:
Acquisition-related contingent consideration	$	24,275	$	—	$	—	$	24,275

Financial Liabilities Measured at Amortized Cost:
Term loan A facility due March 2028	$	117,965	$	—	$	118,778	$	—
0.750% convertible senior notes due 2025 (1)	$	397,976	$	—	$	365,772	$	—
3.375% convertible senior notes due 2024	$	8,641	$	—	$	8,641	$	—

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

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, 2021	$	14,127	$	4,132	$	18,259
Purchases	11,750		1,250		13,000
Impairment	(10,000)		—		(10,000)
Foreign currency adjustments	—		(67)		(67)
Balance at December 31, 2022	15,877		5,315		21,192
Purchases	—		6,758		6,758

Foreign currency adjustments	—		(135)		(135)
Balance at September 30, 2023	$	15,877	$	11,938	$	27,815

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition and the MyoScience Acquisition in the amount of $24.3 million and $28.1 million as of September 30, 2023 and December 31, 2022, respectively. For more information, see Note 14, Contingent Consideration Charges (Gains), Restructuring Charges and Other.

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 contingent value rights that were issued to Flexion shareholders and certain equity award holders which could aggregate up to a total of $372.3 million if certain regulatory and commercial milestones are met. The aggregate amount was initially $425.5 million prior to the Company’s September 2022 decision to formally discontinue further development of Flexion’s product candidate, PCRX-301. 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. During the three months ended September 30, 2023, the Company recorded charges of $2.8 million primarily due to market volatility which affects the liability’s present value. During the nine months ended September 30, 2023, the Company recorded gains of $3.8 million due to adjustments to long-term forecasts which reduced the probability of meeting the sales-based contingent consideration milestones by December 31, 2030, the expiration date for achieving the milestones. The gains recognized during the nine months ended September 30, 2023 were partially offset by a decrease in the assumed discount rate that is utilized in calculating the liability’s present value, based on a significant improvement in the Company’s incremental borrowing rate resulting from the TLA Credit Agreement entered into in March 2023. 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 contingent consideration charges (gains), restructuring charges and other in the condensed consolidated statements of operations. At September 30, 2023, the weighted average discount rate was 10.6% and the probability of payment for the achievement of the remaining regulatory milestone by the expiration date was 12.5%. As of September 30, 2023 and December 31, 2022, a contingent consideration liability related to the Flexion Acquisition was recognized in the amount of $24.3 million and $28.1 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, 2023, the maximum potential remaining milestone payments to be paid are $43.0 million. At September 30, 2023, the probability of success for the regulatory milestone that has not yet been met was assessed as zero. As of September 30, 2023 and December 31, 2022, a contingent consideration liability related to the MyoScience Acquisition has been assessed as zero. During the three and nine months ended September 30, 2022, the Company recognized contingent consideration gains of $0.5 million and $9.6 million, respectively, due to the reduced probability of meeting the contingent consideration milestones by December 31, 2023, the expiration date for achieving the milestones.

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, 2023
Discount rates						10.1% to 11.1%
Probabilities of payment for regulatory milestones						0% to 12.5%
Projected year of payment for regulatory and commercial milestones						2030

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	(29,476)
Balance at December 31, 2022	28,122
Fair value adjustments and accretion	(3,847)

Balance at September 30, 2023	$	24,275

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 and government bonds with maturities greater than one year but less than three years. Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term investments are reported in other comprehensive income (loss). At September 30, 2023 and December 31, 2022, 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 available-for-sale 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, 2023 and December 31, 2022 (in thousands):


September 30, 2023 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	15,473	$	—	$	(32)	$	15,441
Commercial paper	65,781		1		(110)		65,672

U.S. federal agency bonds	40,332		—		(116)		40,216
U.S. government bonds	14,797		—		(57)		14,740







Total	$	136,383	$	1	$	(315)	$	136,069


December 31, 2022 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	6,836	$	—	$	(3)	$	6,833
Commercial paper	134,423		23		(386)		134,060

U.S. federal agency bonds	41,971		—		(337)		41,634
U.S. government bonds	2,003		—		(18)		1,985
Subtotal	$	185,233	$	23	$	(744)	$	184,512
Noncurrent:


U.S. federal agency bonds	22,783		2		(66)		22,719
U.S. government bonds	14,499		—		(9)		14,490
Subtotal	37,282		2		(75)		37,209
Total	$	222,515	$	25	$	(819)	$	221,721

At September 30, 2023, 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, 2023 and December 31, 2022, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $0.4 million and $0.8 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 and long-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, 2023, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 37%, 18% and 15%. At December 31, 2022, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 34%, 19% and 18%. 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, 2023 and December 31, 2022, the Company did not deem any allowances for credit losses on its accounts receivable necessary.

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

Intangible assets, net, consists 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, 2023	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(127,336)	$	462,664	10 years, 5 months
Customer relationships	90		(40)		50		10 years
Total finite-lived intangible assets, net	590,090		(127,376)		462,714
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(127,376)	$	497,580

December 31, 2022	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(84,376)	$	505,624	10 years, 5 months
Customer relationships	90		(34)		56		10 years
Total finite-lived intangible assets, net	590,090		(84,410)		505,680
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(84,410)	$	540,546

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER - Acquisition Related Charges (Gains) and Other (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Severance-related expenses	$ 0	$ 194	$ 0	$ 4,259
Total acquisition-related charges	390	1,532	1,588	10,162
Changes in contingent consideration			3,847	23,394
Restructuring charges	173	0	1,109	0
Total contingent consideration charges (gains), restructuring charges and other	3,356	489	(1,150)	(13,232)
Flexion
Restructuring Cost and Reserve [Line Items]
Changes in contingent consideration	2,793	(520)	(3,847)	(13,837)
Myoscience Acquisition
Restructuring Cost and Reserve [Line Items]
Changes in contingent consideration	0	(523)	0	(9,557)
Acquisition-related fees
Restructuring Cost and Reserve [Line Items]
Acquisition-related costs	390	905	1,588	4,918
Other acquisition expenses
Restructuring Cost and Reserve [Line Items]
Acquisition-related costs	$ 0	$ 433	$ 0	$ 985

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of Accumulated Other Comprehensive Loss

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


	Net Unrealized Gain (Loss) From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Loss
Balance at December 31, 2022	$	(523)	$	143	$	(380)
Net unrealized gain on investments, net of tax (1)	362		—		362
Foreign currency translation adjustments	—		8		8

Balance at September 30, 2023	$	(161)	$	151	$	(10)


	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)

(1) Net of a $0.2 million tax expense and $0.3 million tax benefit for the nine months ended September 30, 2023 and 2022, respectively.

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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		46,437,704
Entity Central Index Key	0001396814
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income	$ 10,858	$ (693)	$ 17,085	$ 26,011

- Definition

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

+ References

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+ Details

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Acquisition-Related Charges (Gain), Restructuring Charges and Other

Contingent consideration charges (gains), restructuring charges and other for the three and nine months ended September 30, 2023 and 2022 summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Severance-related expenses	$	—	$	194	$	—	$	4,259
Acquisition-related fees	390		905		1,588		4,918
Other acquisition expenses	—		433		—		985
Total acquisition-related charges	390		1,532		1,588		10,162
Flexion contingent consideration	2,793		(520)		(3,847)		(13,837)
MyoScience contingent consideration	—		(523)		—		(9,557)

Restructuring charges	173		—		1,109		—

Total contingent consideration charges (gains), restructuring charges and other	$	3,356	$	489	$	(1,150)	$	(13,232)

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss)—basic	$ 10,858	$ (693)	$ 17,085	$ 26,011
Adjusted net income (loss)—diluted	$ 11,887	$ (693)	$ 17,085	$ 29,123
Denominator:
Weighted average common shares outstanding - basic (in shares)	46,416	45,831	46,151	45,400
Computation of diluted securities:
Weighted average number of shares outstanding - diluted (in shares)	52,067	45,831	46,343	52,220
Net income per share:
Basic net income (loss) per common share (in dollars per share)	$ 0.23	$ (0.02)	$ 0.37	$ 0.57
Diluted net income (loss) per common share (in dollars per share)	$ 0.23	$ (0.02)	$ 0.37	$ 0.56
Dilutive effect of stock options
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	20	0	68	937
Dilutive effect of RSUs
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	23	0	122	272
Dilutive effect of ESPP purchase options
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	0	0	2	3
Accounting Standards Update 2020-06
Numerator:
ASU 2020-06 convertible notes if-converted method adjustment	$ 1,029	$ 0	$ 0	$ 3,112
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment (in shares)	5,608	0	0	5,608

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

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


	Net Unrealized Gain (Loss) From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Loss
Balance at December 31, 2022	$	(523)	$	143	$	(380)
Net unrealized gain on investments, net of tax (1)	362		—		362
Foreign currency translation adjustments	—		8		8

Balance at September 30, 2023	$	(161)	$	151	$	(10)


	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)

(1) Net of a $0.2 million tax expense and $0.3 million tax benefit for the nine months ended September 30, 2023 and 2022, respectively.

- Definition

The entire disclosure for equity.

+ References

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

STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 807,975	$ 756,636	$ 775,010	$ 730,408
Net unrealized loss on investments, net of tax	146	(163)	362	(1,056)
Balance at ending of period	831,551	770,123	831,551	770,123
Unrealized gain (loss) on investments, tax expense (benefit)			200	(300)
Net Unrealized Gain (Loss) From Available-For-Sale Investments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			(523)	139
Net unrealized loss on investments, net of tax			362	(1,056)
Foreign currency translation adjustments			0	0
Balance at ending of period	(161)	(917)	(161)	(917)
Unrealized Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period			143	28
Net unrealized loss on investments, net of tax			0	0
Foreign currency translation adjustments			8	219
Balance at ending of period	151	247	151	247
Accumulated Other Comprehensive (Loss) Income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(173)	(605)	(380)	167
Net unrealized loss on investments, net of tax			362	(1,056)
Foreign currency translation adjustments			8	219
Balance at ending of period	$ (10)	$ (670)	$ (10)	$ (670)

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Changes in contingent consideration			$ (3,847)	$ (23,394)
Restructuring charges	$ 173	$ 0	1,109	0
One-time Termination Benefits
Business Acquisition [Line Items]
Restructuring charges	200		1,100
Flexion Acquisition
Business Acquisition [Line Items]
Changes in contingent consideration	2,800	500	3,800	13,800
Flexion Acquisition \| Legal Fees
Business Acquisition [Line Items]
Acquisition-related costs	400	1,500	1,600	10,200
Flexion
Business Acquisition [Line Items]
Changes in contingent consideration	(2,793)	520	3,847	13,837
Myoscience Acquisition
Business Acquisition [Line Items]
Changes in contingent consideration	$ 0	$ 523	$ 0	$ 9,557

NET INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

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

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

Potential common shares are excluded from the diluted net income (loss) per common share computation to the extent they would be antidilutive.

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, 2023 and 2022 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net income (loss)—basic	$	10,858	$	(693)	$	17,085	$	26,011
ASU 2020-06 convertible notes if-converted method adjustment	1,029		—		—		3,112

Adjusted net income (loss)—diluted	$	11,887	$	(693)	$	17,085	$	29,123





Denominator:
Weighted average common shares outstanding—basic	46,416		45,831		46,151		45,400
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment	5,608		—		—		5,608
Dilutive effect of stock options	20		—		68		937
Dilutive effect of RSUs	23		—		122		272
Dilutive effect of ESPP purchase options	—		—		2		3
Weighted average common shares outstanding—diluted	52,067		45,831		46,343		52,220
Net income per share:
Basic net income (loss) per common share	$	0.23	$	(0.02)	$	0.37	$	0.57
Diluted net income (loss) per common share	$	0.23	$	(0.02)	$	0.37	$	0.56

The following table summarizes the outstanding stock options, RSUs, ESPP purchase options and convertible senior notes that were excluded from the diluted net income (loss) 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,
	2023	2022	2023	2022
Weighted average number of stock options	7,057	6,344	5,953	2,439
Convertible senior notes	—	5,608	5,608	797
Weighted average number of RSUs	1,349	1,180	956	277
Weighted average ESPP purchase options	39	—	13	—
Total	8,445	13,132	12,530	3,513

For the three months ended September 30, 2022 and nine months ended September 30, 2023, the antidilutive impact associated with the Company’s convertible senior notes would have included an interest expense add-back to net income of $1.0 million and $3.1 million, respectively.

DEBT (Tables)

9 Months Ended

Sep. 30, 2023

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,
	2023		2022
Term loan A facility maturing March 2028	$	117,965	$	—
Term loan B facility maturing December 2026 (1)	—		284,704
0.750% Convertible senior notes due August 2025	397,976		396,126
3.375% Convertible senior notes due May 2024	8,641		8,641
Total	$	524,582	$	689,471

(1) The TLB Term Loan (as defined below) was refinanced on March 31, 2023 as discussed below.

Schedule of Composition of the Company's Debt and Financing Obligations

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


	September 30,
	2023
Term loan A facility maturing March 2028	$	119,375
Deferred financing costs	(1,013)
Discount on debt	(397)
Total debt, net of debt discount and deferred financing costs	$	117,965

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


	September 30,		December 31,
	2023		2022
Term loan B facility maturing December 2026	$	—	$	296,875
Deferred financing costs	—		(3,919)
Discount on debt	—		(8,252)
Total debt, net of debt discount and deferred financing costs	$	—	$	284,704

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


	September 30,		December 31,
	2023		2022
0.750% convertible senior notes due August 2025	$	402,500	$	402,500
Deferred financing costs	(4,524)		(6,374)

Total debt, net of debt discount and deferred financing costs	$	397,976	$	396,126

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,
	2023			2022			2023			2022
Contractual interest expense	$	3,471		$	9,343		$	16,670		$	26,724
Amortization of debt issuance costs	683			903			2,311			2,956
Amortization of debt discount	25			695			728			2,107
Capitalized interest and other (Note 5)	(715)			(1,085)			(2,791)			(2,852)
Total	$	3,464		$	9,856		$	16,918		$	28,935

Effective interest rate on total debt	2.98		%	5.42		%	3.96		%	5.66		%

- 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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-Topic 470
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2023
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 (the “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, 2022 (the “2022 Annual Report”). The condensed consolidated financial statements at September 30, 2023, and for the three and nine-month periods ended September 30, 2023 and 2022, 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, 2022 is derived from the audited consolidated financial statements included in the Company’s 2022 Annual Report. 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 specialty pharmacies, 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 its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee in the U.S. and sells iovera° directly to end users.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Percentage of Revenue Comprised of 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,
	2023	2022	2023	2022
Largest wholesaler	33%	31%	33%	31%
Second largest wholesaler	24%	22%	24%	23%
Third largest wholesaler	19%	22%	20%	22%
Total	76%	75%	77%	76%

DEBT

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

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


	September 30,		December 31,
	2023		2022
Term loan A facility maturing March 2028	$	117,965	$	—
Term loan B facility maturing December 2026 (1)	—		284,704
0.750% Convertible senior notes due August 2025	397,976		396,126
3.375% Convertible senior notes due May 2024	8,641		8,641
Total	$	524,582	$	689,471

(1) The TLB Term Loan (as defined below) was refinanced on March 31, 2023 as discussed below.

2028 Term Loan A Facility

On March 31, 2023, the Company entered into a credit agreement (the “TLA Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders, to refinance the indebtedness outstanding under the Company’s TLB Credit Agreement (as defined and discussed below). The term loan issued under the TLA Credit Agreement (the “TLA Term Loan”) was issued at a 0.30% discount and provides for a single-advance term loan A facility in the principal amount of $150.0 million, which is secured by substantially all of the Company’s and any 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 TLA Term Loan were approximately $149.6 million after deducting an original issue discount of $0.4 million.

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


	September 30,
	2023
Term loan A facility maturing March 2028	$	119,375
Deferred financing costs	(1,013)
Discount on debt	(397)
Total debt, net of debt discount and deferred financing costs	$	117,965

The TLA Term Loan matures on March 31, 2028 and the TLA Credit Agreement requires quarterly repayments of principal in the amount of $2.8 million which commenced on June 30, 2023, increasing to $3.8 million commencing March 31, 2025, with a remaining balloon payment of approximately $85.3 million due at maturity. Due to voluntary principal prepayments of $27.8 million made during the three months ended September 30, 2023, the Company is not required to make further principal payments for the remainder of 2023 and 2024.

The TLA Credit Agreement requires the Company to, among other things, maintain (i) a Senior Secured Net Leverage Ratio (as defined in the TLA Credit Agreement), determined as of the last day of each fiscal quarter, of no greater than 3.00 to 1.00 and (ii) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement), determined as of the last day of each fiscal quarter, of no less than 1.50 to 1.00. The TLA Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions. As of September 30, 2023, the Company was in compliance with all financial covenants under the TLA Credit Agreement.

The Company may elect to borrow either (i) alternate base rate borrowings or (ii) term benchmark borrowings or daily simple SOFR (as defined in the TLA Credit Agreement) borrowings. Each term loan borrowing that is an alternate base rate borrowing bears interest at a rate per annum equal to (i) the Alternate Base Rate (as defined in the TLA Credit Agreement), plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 2.00% to 2.75%. Each term loan borrowing that is a term benchmark borrowing or daily simple SOFR borrowing bears interest at a rate per annum equal to (i) the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (as each is defined in the Credit Agreement), plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 3.00% to 3.75%. During the nine months ended September 30, 2023, the Company made a scheduled principal payment of $2.8 million as well as $27.8 million of voluntary principal prepayments. As of September 30, 2023, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.47%.

2026 Term Loan B Facility

In December 2021, the Company entered into a term loan credit agreement (the “TLB Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and the initial lender. The term loan issued under the Credit Agreement (the “TLB Term Loan”) was issued at a 3.00% discount and allowed for a single-advance term loan B facility in the principal amount of $375.0 million, which was secured by substantially all of the Company’s and each subsidiary guarantor’s assets. The net proceeds of the TLB Term Loan were approximately $363.8 million after deducting an original issue discount of $11.2 million.

On March 31, 2023, the Company used the $149.6 million of net borrowings under the TLA Credit Agreement and cash on hand to repay the indebtedness outstanding under the TLB Credit Agreement and concurrently terminated the TLB Credit Agreement. The Company incurred a prepayment fee of 2.00% of the outstanding principal balance of the TLB Term Loan in connection with the termination.

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


	September 30,		December 31,
	2023		2022
Term loan B facility maturing December 2026	$	—	$	296,875
Deferred financing costs	—		(3,919)
Discount on debt	—		(8,252)
Total debt, net of debt discount and deferred financing costs	$	—	$	284,704

During the nine months ended September 30, 2023, the Company made a scheduled principal payment of $9.4 million and repaid the outstanding $287.5 million principal on the TLB Term Loan, which resulted in a $16.9 million loss on early extinguishment of debt.

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 with Computershare Corporate Trust, N.A. (formerly Wells Fargo Bank, N.A.), 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,
	2023		2022
0.750% convertible senior notes due August 2025	$	402,500	$	402,500
Deferred financing costs	(4,524)		(6,374)

Total debt, net of debt discount and deferred financing costs	$	397,976	$	396,126

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 the close of business on the business day immediately preceding 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, 2023, the conditions for conversion were 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, 2023, the 2025 Notes had a market price of $909 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).

Beginning on 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, 2023 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 Computershare Corporate Trust, N.A. (formerly 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 mature on May 1, 2024, are unsecured and accrue interest at a rate of 3.375% per annum, payable semi-annually on May 1st and November 1st of each year. Upon the Flexion Acquisition, the principal was assumed and recorded at fair value by the Company.

As a result of the Flexion Acquisition, and in connection with a Fundamental Change Company Notice and Offer to Purchase (the “Notice”) to the holders of the Flexion 2024 Notes in accordance with the Flexion Indenture, holders of the Flexion 2024 Notes became entitled to certain Flexion Acquisition-related conversion and repurchase rights. On December 6, 2021, as a result of the Flexion Acquisition and in accordance with the Flexion Indenture, the Company 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. 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 as well as the right to receive interest payments on the Flexion 2024 Notes.

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, 2023, 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, and entered into an indenture with respect to the 2022 Notes. 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,
	2023			2022			2023			2022
Contractual interest expense	$	3,471		$	9,343		$	16,670		$	26,724
Amortization of debt issuance costs	683			903			2,311			2,956
Amortization of debt discount	25			695			728			2,107
Capitalized interest and other (Note 5)	(715)			(1,085)			(2,791)			(2,852)
Total	$	3,464		$	9,856		$	16,918		$	28,935

Effective interest rate on total debt	2.98		%	5.42		%	3.96		%	5.66		%

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2023
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 non-opioid pain management options 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 (pMVL) 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 (the “Flexion Acquisition”), 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. 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—who is the Company’s chief operating decision maker—manages and allocates resources at a consolidated level. Accordingly, the Company views its business as one reportable operating segment to evaluate its performance, allocate resources, set operational targets and forecast its future financial results.

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Jul. 31, 2020
Secured and Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 524,582	$ 689,471
Term loan A facility maturing March 2028 \| Term Loan
Debt Instrument [Line Items]
Long-term debt	117,965	0
Term loan B facility maturing December 2026 \| Term Loan
Debt Instrument [Line Items]
Long-term debt	$ 0	284,704
0.750% Convertible senior notes due August 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%
0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 397,976	396,126
Stated interest rate (as a percent)	0.75%		0.75%
3.375% Convertible senior notes due May 2024
Debt Instrument [Line Items]
Stated interest rate (as a percent)	3.375%
3.375% Convertible senior notes due May 2024 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 8,641	$ 8,641

INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 49,196	$ 39,810
Work-in-process	23,765	28,853
Finished goods	23,559	27,400
Total	$ 96,520	$ 96,063

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Concentration Risk By Major Customer - customer	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Concentration of Major Customers
Number of customers			3
Sales Revenue \| Largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	33.00%	31.00%	33.00%	31.00%
Sales Revenue \| Second largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	24.00%	22.00%	24.00%	23.00%
Sales Revenue \| Third largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	19.00%	22.00%	20.00%	22.00%
Sales Revenue \| Total
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	76.00%	75.00%	77.00%	76.00%

LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023 (remaining three months)	$ 3,249
2024	13,038
2025	12,775
2026	12,814
2027	12,587
Thereafter	27,351
Total future lease payments	81,814
Less: imputed interest	(16,100)
Total operating lease liabilities	$ 65,714

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 31, 2022
Goodwill
Goodwill recorded in connection with the acquisition	$ 163,243		$ 163,243		$ 163,243
Amortization of acquired intangible assets	14,322	$ 14,322	42,966	$ 42,966
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 99,119	$ 104,139
Short-term available-for-sale investments	136,069	184,512
Accounts receivable, net	96,956	98,397
Inventories, net	96,520	96,063
Prepaid expenses and other current assets	18,591	15,223
Total current assets	447,255	498,334
Noncurrent available-for-sale investments	0	37,209
Fixed assets, net	175,783	183,512
Right-of-use assets, net	63,394	70,877
Goodwill	163,243	163,243
Intangible assets, net	497,580	540,546
Deferred tax assets	151,660	160,309
Investments and other assets	35,547	27,170
Total assets	1,534,462	1,681,200
Current liabilities:
Accounts payable	16,511	15,220
Accrued expenses	59,884	89,785
Lease liabilities	8,625	9,121
Current portion of convertible senior notes, net	8,641	0
Current portion of long-term debt, net	0	33,648
Total current liabilities	93,661	147,774
Convertible senior notes, net	397,976	404,767
Long-term debt, net	117,965	251,056
Lease liabilities	57,089	64,802
Contingent consideration	24,275	28,122
Other liabilities	11,945	9,669
Total liabilities	702,911	906,190
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022	0	0
Common stock, par value $0.001; 250,000,000 shares authorized; 46,426,836 and 45,927,790 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	46	46
Additional paid-in capital	963,181	924,095
Accumulated deficit	(131,666)	(148,751)
Accumulated other comprehensive loss	(10)	(380)
Total stockholders’ equity	831,551	775,010
Total liabilities and stockholders’ equity	$ 1,534,462	$ 1,681,200

REVENUE - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total net product sales	$ 163,926	$ 167,466	$ 493,734	$ 494,868
EXPAREL
Disaggregation of Revenue [Line Items]
Total net product sales	128,667	132,642	394,202	398,854
ZILRETTA
Disaggregation of Revenue [Line Items]
Total net product sales	28,798	26,494	82,393	77,546
iovera°
Disaggregation of Revenue [Line Items]
Total net product sales	5,260	4,467	13,645	10,694
Bupivacaine liposome injectable suspension
Disaggregation of Revenue [Line Items]
Total net product sales	858	2,957	2,241	5,469
Total net product sales
Disaggregation of Revenue [Line Items]
Total net product sales	$ 163,583	$ 166,560	$ 492,481	$ 492,563

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 40
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER

Contingent consideration charges (gains), restructuring charges and other for the three and nine months ended September 30, 2023 and 2022 summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Severance-related expenses	$	—	$	194	$	—	$	4,259
Acquisition-related fees	390		905		1,588		4,918
Other acquisition expenses	—		433		—		985
Total acquisition-related charges	390		1,532		1,588		10,162
Flexion contingent consideration	2,793		(520)		(3,847)		(13,837)
MyoScience contingent consideration	—		(523)		—		(9,557)

Restructuring charges	173		—		1,109		—

Total contingent consideration charges (gains), restructuring charges and other	$	3,356	$	489	$	(1,150)	$	(13,232)

Flexion Acquisition and Contingent Consideration

The Company recognized acquisition-related costs of $0.4 million and $1.6 million during the three and nine months ended September 30, 2023, respectively, primarily related to vacant and underutilized Flexion leases. 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 related to severance, legal fees, third-party services and other one-time charges.

The Company recognized $2.8 million of contingent consideration charges and $3.8 million of contingent consideration gains during the three and nine months ended September 30, 2023, respectively. The Company recognized $0.5 million and $13.8 million of contingent consideration gains during the three and nine months ended September 30, 2022, respectively. See Note 9, 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 Contingent Consideration

The Company recognized $0.5 million and $9.6 million of contingent consideration gains during the three and nine months ended September 30, 2022, respectively. See Note 9, 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.

Restructuring Charges

In June 2023, the Company implemented a restructuring plan in an effort to improve its operational efficiencies. The restructuring charges are predominantly related to one-time employee termination benefits through a reduction of headcount, such as severance and related costs. During the three and nine months ended September 30, 2023, the Company recognized $0.2 million and $1.1 million, respectively, of restructuring charges, of which substantially all has been paid.

STOCK PLANS - Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation
Total	$ 12,530	$ 12,682	$ 35,475	$ 35,415
Stock-based compensation from:
Stock options	5,957	6,711	18,163	20,038
Restricted stock units	6,373	5,758	16,592	14,588
Employee stock purchase plan	200	213	720	789
Total	12,530	12,682	35,475	35,415
Cost of goods sold
Share-Based Compensation
Total	1,272	1,599	4,432	4,429
Research and development
Share-Based Compensation
Total	2,220	1,783	5,817	4,761
Selling, general and administrative
Share-Based Compensation
Total	$ 9,038	$ 9,300	$ 25,226	$ 26,225

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 10,858	$ (693)	$ 17,085	$ 26,011
Other comprehensive income (loss):
Net unrealized gain (loss) on investments, net of tax	146	(163)	362	(1,056)
Foreign currency translation adjustments	17	98	8	219
Total other comprehensive income (loss)	163	(65)	370	(837)
Comprehensive income (loss)	$ 11,021	$ (758)	$ 17,455	$ 25,174

- Definition

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

+ References

+ Details

INCOME TAXES

9 Months Ended

Sep. 30, 2023

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,
	2023			2022			2023			2022
Income (loss) before income taxes:
Domestic	$	16,631		$	9,230		$	29,047		$	39,610
Foreign	(30)			(7,161)			(1,066)			(8,240)
Total income before income taxes	$	16,601		$	2,069		$	27,981		$	31,370

Income tax expense	$	5,743		$	2,762		$	10,896		$	5,359
Effective tax rate	35		%	133		%	39		%	17		%

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 and nine months ended September 30, 2023 include costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by credits and a fair value adjustment for Flexion contingent consideration.

The Company’s effective tax rates for the three and nine months ended September 30, 2022 include costs related to non-deductible executive compensation, valuation allowances recorded against non-U.S. operating results and U.S. capital losses, partially offset by benefits for a first quarter Skyepharma milestone payment, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

STOCK PLANS - Narrative (Details)	1 Months Ended	9 Months Ended
STOCK PLANS - Narrative (Details)	Jun. 30, 2023 shares	Sep. 30, 2023 offeringPeriod $ / shares shares
Stock Incentive Plans
Stock incentive plan, increased number of shares authorized for issuance (in shares)	3,300,000
Weighted average fair value (in dollars per share) \| $ / shares		$ 16.21
Purchase price of common stock, ESPP (as a percent)		85.00%
Common stock issued under employee stock purchase plan (in shares)		50,634
Weighted average ESPP purchase options
Stock Incentive Plans
Number of offering periods for ESPP \| offeringPeriod		2
ESPP purchasing period		6 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

GOODWILL AND INTANGIBLE ASSETS -Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value		$ 590,090	$ 590,090
Accumulated Amortization		(127,376)	(84,410)
Intangible Assets, Net		462,714	505,680
Gross Carrying Value		624,956	624,956
Intangible Assets, Net		497,580	540,546
Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value		590,000	590,000
Accumulated Amortization		(127,336)	(84,376)
Intangible Assets, Net		$ 462,664	505,624
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		(40)	(34)
Intangible Assets, Net		$ 50	56
Weighted-Average Useful Lives	10 years	10 years
Acquired IPR&D
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value		$ 34,866	34,866
Intangible Assets, Net		$ 34,866	$ 34,866

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2023
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 “MyoScience Merger Agreement”), specifically related to the achievement of certain milestone payments under the MyoScience 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 MyoScience Merger Agreement, and breach of the MyoScience 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 MyoScience Merger Agreement. The total remaining value of these milestones is $30.0 million, plus attorneys’ fees. A trial was conducted in September 2023, and a decision is expected in the second half of 2024. 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, or 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 ’336 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. The first and second patent infringement suits were consolidated. In February 2023, eVenus filed its first amended answer to the first amended complaint, alleging patent invalidity, non-infringement and inequitable conduct. The Company has denied the allegations in eVenus’s first amended answer. The Company has subsequently voluntarily dismissed its claims with respect to the ’336 Patent. A trial on the remaining claims is currently scheduled for February 2024. In April 2023, the Company filed a third patent infringement suit against eVenus, its parent company, and Fresenius Kabi USA, LLC, in the U.S. District Court for the District of New Jersey (23-cv-2367) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S. Patent No. 11,426,348 (the ’348 patent). In July 2023, eVenus filed its answer with claims for declaratory judgment, alleging patent invalidity, non-infringement and inequitable conduct with respect to the ’348 patent as well as the Company’s other patents, U.S. Patent Nos. 11,278,494; 11,304,904; 11,311,486; 11,357,727 and 11,452,691.The parties have subsequently dismissed all patents other than the ’348 patent from this litigation. The Company is unable to predict the outcome of this litigation 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 ’495 patent 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 ended 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. On August 8, 2023, the United States District Court, District of Nevada, granted the Company’s motion for partial summary judgment in respect to the Company’s claim for a declaration that it no longer owes royalties for EXPAREL made under the 45-liter manufacturing process as of December 24, 2021. As a result, the Company expects to receive $14.5 million from RDF, representing the royalties that the Company paid to RDF under protest after December 24, 2021 for EXPAREL made from the 45-liter manufacturing process. Once it becomes probable that the settlement amount will be received, the Company will record a settlement gain within other operating expenses in the condensed consolidated statement of operations. During the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with the 200-liter manufacturing process to RDF under protest. 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 for infiltration and as a brachial plexus block in the pediatric setting. The Company was granted deferrals 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. 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 sNDA in the U.S. In the E.U. and U.K., the Company also submitted the results of the PLAY study as Type II variations in the E.U. and U.K. to include the use of EXPAREL in children aged six years or older as a field block for treatment of somatic post-operative pain for small- to medium-sized wounds. The EMA and the Medicines and Healthcare Products Regulatory Agency, or MHRA, in the U.K. both approved the variations in their respective regions in November 2022. The Company received notification from the FDA in October 2023 that its pediatric studies requirement had been waived for the indication of brachial plexus interscalene nerve block to produce postsurgical regional analgesia in pediatric patients. The Company is still working with the FDA, EMA and MHRA to finalize the regulatory pathways for its remaining pediatric commitments. Contingent Milestone Payments Refer to Note 9, Financial Instruments, for information on potential contingent milestone payments related to the Flexion Acquisition and MyoScience Acquisition. PCRX-201 PCRX-201, a novel, intra-articular gene therapy product candidate that produces the anti-inflammatory protein interleukin-1 receptor antagonist (IL-1Ra) treating OA pain in the knee, was added to the Company’s portfolio as part of the Flexion Acquisition in November 2021. Prior to the Flexion Acquisition, in February 2017, Flexion entered into an agreement with GQ Bio Therapeutics GmbH (formerly named GeneQuine Biotherapeutics GmbH) to acquire the global rights to PCRX-201, a gene therapy product candidate. As part of the agreement, up to an aggregate of $56.0 million of payments could become due upon the achievement of certain development and regulatory milestones, including up to $4.5 million through initiation of a Phase 2 proof of concept clinical trial and, following successful proof of concept, up to an additional $51.5 million in development and global regulatory approval milestone payments.

FIXED ASSETS (Tables)

9 Months Ended

Sep. 30, 2023

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,
	2023		2022
Machinery and equipment	$	120,481	$	118,684
Leasehold improvements	61,508		61,302
Computer equipment and software	16,242		15,360
Office furniture and equipment	2,543		2,420
Construction in progress	106,383		103,226
Total	307,157		300,992
Less: accumulated depreciation	(131,374)		(117,480)
Fixed assets, net	$	175,783	$	183,512

FINANCIAL INSTRUMENTS - Schedule of Change in Contingent Consideration Recorded at Fair Value Using Level 3 Measurements (Details) - Contingent Consideration - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 28,122	$ 57,598
Fair value adjustments and accretion	(3,847)	(29,476)
Ending balance	$ 24,275	$ 28,122

FINANCIAL INSTRUMENTS - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
FINANCIAL INSTRUMENTS - Narrative (Details)	Apr. 30, 2019 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) wholesaler	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) wholesaler	Nov. 30, 2021 USD ($)
Concentration Risk [Line Items]
Changes in contingent consideration				$ (3,847,000)	$ (23,394,000)
Interest receivable		$ 400,000		$ 400,000		$ 800,000
Number of major customers \| wholesaler				3		3
Amount of allowance for doubtful accounts		0		$ 0		$ 0
Accounts Receivable \| Concentration Risk By Major Customer \| Major Customer One
Concentration Risk [Line Items]
Concentration risk (as a percent)				37.00%		34.00%
Accounts Receivable \| Concentration Risk By Major Customer \| Major Customer Two
Concentration Risk [Line Items]
Concentration risk (as a percent)				18.00%		19.00%
Accounts Receivable \| Concentration Risk By Major Customer \| Major Customer Three
Concentration Risk [Line Items]
Concentration risk (as a percent)				15.00%		18.00%
Flexion And MyoScience Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		24,300,000		$ 24,300,000		$ 28,100,000
Flexion Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		425,500,000		$ 425,500,000			$ 372,300,000
Payment term				60 days
Changes in contingent consideration		2,800,000	$ 500,000	$ 3,800,000	13,800,000
Contingent consideration		$ 24,300,000		$ 24,300,000		28,100,000
Flexion Acquisition \| Weighted Average \| Contingent Consideration \| Level 3 \| Discount rates
Concentration Risk [Line Items]
Measurement input, contingent consideration		0.106		0.106
Flexion Acquisition \| Weighted Average \| Contingent Consideration \| Level 3 \| Measurement Input, Probability of Success of Regulatory Milestones
Concentration Risk [Line Items]
Measurement input, contingent consideration		0.125		0.125
Myoscience Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		$ 0		$ 0		$ 0
Payment term	60 days
Changes in contingent consideration		0	$ 523,000	0	$ 9,557,000
Contingent consideration	$ 100,000,000
Contingent consideration, current		$ 43,000,000		$ 43,000,000
Myoscience Acquisition \| Contingent Consideration \| Level 3 \| Probabilities of payment for regulatory milestones
Concentration Risk [Line Items]
Measurement input, contingent consideration		0		0

STOCK PLANS

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

STOCK PLANS

Stock Incentive Plans

The Company’s Amended and Restated 2011 Stock Incentive Plan, or 2011 Plan, was originally adopted by its board of directors and approved by its stockholders in June 2011 and was amended and restated in June 2014, June 2016, June 2019, June 2021 and June 2023. In June 2023, the Company’s stockholders approved the amendment and restatement which increased the number of shares of common stock authorized for issuance as equity awards under the 2011 Plan by 3,300,000 shares. The 2011 Plan allows the granting of incentive stock options, non-statutory stock options, restricted stock units and other stock-based awards.

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,
	2023		2022		2023		2022
Cost of goods sold	$	1,272	$	1,599	$	4,432	$	4,429
Research and development	2,220		1,783		5,817		4,761
Selling, general and administrative	9,038		9,300		25,226		26,225
Total	$	12,530	$	12,682	$	35,475	$	35,415

Stock-based compensation from:
Stock options	$	5,957	$	6,711	$	18,163	$	20,038
Restricted stock units	6,373		5,758		16,592		14,588
Employee stock purchase plan	200		213		720		789
Total	$	12,530	$	12,682	$	35,475	$	35,415

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, 2023:


Stock Options	Number of Stock Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2022	6,272,994	$	52.38
Granted	1,435,143	39.13
Exercised	(62,680)	30.93
Forfeited	(195,249)	53.65
Expired	(339,565)	53.15
Outstanding at September 30, 2023	7,110,643	49.82


Restricted Stock Units	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2022	1,149,462	$	57.26
Granted	774,462	39.20
Vested	(385,732)	55.05
Forfeited	(143,866)	55.39
Unvested at September 30, 2023	1,394,326	48.01

The weighted average fair value of stock options granted during the nine months ended September 30, 2023 was $16.21 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, 2023
Expected dividend yield						None
Risk-free interest rate						4.00%
Expected volatility						41.32%
Expected term of options						4.86 years

Employee Stock Purchase Plan

The Company’s Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP, features two six-month offering periods per year, running from January 1 to June 30 and July 1 to December 31. Under the ESPP, employees may elect to contribute after-tax earnings to purchase shares at 85% of the closing fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is lesser. During the nine months ended September 30, 2023, 50,634 shares were purchased and issued through the ESPP.

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Oct. 31, 2020	Feb. 28, 2017	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Aug. 08, 2023
Loss Contingencies [Line Items]
Expect to receive partial summary judgment							$ 14,500
Restructuring charges			$ 173	$ 0	$ 1,109	$ 0
Fortis
Loss Contingencies [Line Items]
Loss contingency, damages sought	$ 30,000
GeneQuine \| Flexion \| Achievement of Development and Regulatory Milestones
Loss Contingencies [Line Items]
Maximum milestone payment to be received		$ 56,000
Estimate of restructuring costs, once probable		4,500
Restructuring charges		$ 51,500

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]

- Definition

Indicates amendment to accounting standards.

+ References

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+ Details

REVENUE (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of 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,
	2023		2022		2023		2022
Net product sales:
EXPAREL	$	128,667	$	132,642	$	394,202	$	398,854
ZILRETTA	28,798		26,494		82,393		77,546
iovera°	5,260		4,467		13,645		10,694
Bupivacaine liposome injectable suspension	858		2,957		2,241		5,469
Total net product sales	$	163,583	$	166,560	$	492,481	$	492,563

FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
FIXED ASSETS
Depreciation expense	$ 4,100	$ 5,800	$ 14,100	$ 18,000
Fixed assets, net	175,783		175,783		$ 183,512
Asset retirement obligation	4,000		4,000		3,300
Construction in progress
FIXED ASSETS
Capitalized interest	700	$ 1,100	2,800	$ 2,900
Leasehold improvements \| Europe
FIXED ASSETS
Fixed assets, net	$ 38,300		$ 38,300		$ 44,700

INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

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


	September 30,		December 31,
	2023		2022
Raw materials	$	49,196	$	39,810
Work-in-process	23,765		28,853
Finished goods	23,559		27,400
Total	$	96,520	$	96,063

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2020
0.750% Convertible senior notes due August 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%
Term Loan \| Term loan A facility maturing March 2028
Debt Instrument [Line Items]
Long-term debt	$ 119,375
Deferred financing costs	(1,013)
Discount on debt	(397)	$ (400)
Total debt, net of debt discount and deferred financing costs	117,965		$ 0
Term Loan \| Term loan B facility maturing December 2026
Debt Instrument [Line Items]
Long-term debt	0		296,875
Deferred financing costs	0		(3,919)
Discount on debt	0		(8,252)	$ (11,200)
Total debt, net of debt discount and deferred financing costs	$ 0		284,704
Unsecured Debt \| 0.750% Convertible senior notes due August 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%				0.75%
Long-term debt	$ 402,500		402,500
Deferred financing costs	(4,524)		(6,374)
Total debt, net of debt discount and deferred financing costs	$ 397,976		$ 396,126

NET INCOME (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2023

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,
	2023		2022		2023		2022
Numerator:
Net income (loss)—basic	$	10,858	$	(693)	$	17,085	$	26,011
ASU 2020-06 convertible notes if-converted method adjustment	1,029		—		—		3,112

Adjusted net income (loss)—diluted	$	11,887	$	(693)	$	17,085	$	29,123





Denominator:
Weighted average common shares outstanding—basic	46,416		45,831		46,151		45,400
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment	5,608		—		—		5,608
Dilutive effect of stock options	20		—		68		937
Dilutive effect of RSUs	23		—		122		272
Dilutive effect of ESPP purchase options	—		—		2		3
Weighted average common shares outstanding—diluted	52,067		45,831		46,343		52,220
Net income per share:
Basic net income (loss) per common share	$	0.23	$	(0.02)	$	0.37	$	0.57
Diluted net income (loss) per common share	$	0.23	$	(0.02)	$	0.37	$	0.56

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,
	2023	2022	2023	2022
Weighted average number of stock options	7,057	6,344	5,953	2,439
Convertible senior notes	—	5,608	5,608	797
Weighted average number of RSUs	1,349	1,180	956	277
Weighted average ESPP purchase options	39	—	13	—
Total	8,445	13,132	12,530	3,513

FINANCIAL INSTRUMENTS - Schedule of Available-For-Sale Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements
Cost	$ 136,383	$ 222,515
Gross Unrealized Gains	1	25
Gross Unrealized Losses	(315)	(819)
Fair Value (Level 2)	136,069	221,721
Current:
Fair Value Measurements
Cost		185,233
Gross Unrealized Gains		23
Gross Unrealized Losses		(744)
Fair Value (Level 2)		184,512
Noncurrent:
Fair Value Measurements
Cost		37,282
Gross Unrealized Gains		2
Gross Unrealized Losses		(75)
Fair Value (Level 2)		37,209
Asset-backed securities \| Current:
Fair Value Measurements
Cost	15,473	6,836
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(32)	(3)
Fair Value (Level 2)	15,441	6,833
Commercial paper \| Current:
Fair Value Measurements
Cost	65,781	134,423
Gross Unrealized Gains	1	23
Gross Unrealized Losses	(110)	(386)
Fair Value (Level 2)	65,672	134,060
U.S. federal agency bonds \| Current:
Fair Value Measurements
Cost	40,332	41,971
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(116)	(337)
Fair Value (Level 2)	40,216	41,634
U.S. federal agency bonds \| Noncurrent:
Fair Value Measurements
Cost		22,783
Gross Unrealized Gains		2
Gross Unrealized Losses		(66)
Fair Value (Level 2)		22,719
U.S. government bonds \| Current:
Fair Value Measurements
Cost	14,797	2,003
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(57)	(18)
Fair Value (Level 2)	$ 14,740	1,985
U.S. government bonds \| Noncurrent:
Fair Value Measurements
Cost		14,499
Gross Unrealized Gains		0
Gross Unrealized Losses		(9)
Fair Value (Level 2)		$ 14,490

DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Contractual interest expense	$ 3,471	$ 9,343	$ 16,670	$ 26,724
Amortization of debt issuance costs	683	903	2,311	2,956
Amortization of debt discount	25	695	728	2,107
Capitalized interest and other (Note 5)	(715)	(1,085)	(2,791)	(2,852)
Total	$ 3,464	$ 9,856	$ 16,918	$ 28,935
Effective interest rate on total debt (in percent)	2.98%	5.42%	3.96%	5.66%

FIXED ASSETS - Schedule of Major Categories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
FIXED ASSETS
Property, plant, and equipment, gross	$ 307,157	$ 300,992
Less: accumulated depreciation	(131,374)	(117,480)
Fixed assets, net	175,783	183,512
Machinery and equipment
FIXED ASSETS
Property, plant, and equipment, gross	120,481	118,684
Leasehold improvements
FIXED ASSETS
Property, plant, and equipment, gross	61,508	61,302
Computer equipment and software
FIXED ASSETS
Property, plant, and equipment, gross	16,242	15,360
Office furniture and equipment
FIXED ASSETS
Property, plant, and equipment, gross	2,543	2,420
Construction in progress
FIXED ASSETS
Property, plant, and equipment, gross	$ 106,383	$ 103,226

Insider Trading Arrangements

3 Months Ended

9 Months Ended

Sep. 30, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Rule 10b5-1 Trading Plans

The following table shows the “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements” (as each term is defined in Item 408(a) of Regulation S-K) adopted by our directors and executive officers during the quarter ended September 30, 2023. No trading arrangements were terminated by our directors and executive officers during the quarter ended September 30, 2023.

Trading Arrangement

Name and Position

Action

Date

Rule 10b5-1*

Non-Rule
10b5-1**

Total Number of
Shares to be Sold

Expiration
Date

Charles A. Reinhart, III

Chief Financial Officer

Adopt (1)

7/5/2023

To Be Determined (2)

N/A

Kristen Williams

Chief Administrative Officer and Secretary

Adopt (1)

7/27/2023

To Be Determined (2)

N/A

Roy Winston

Chief Medical Officer and Orthopedic Franchise

Adopt

9/13/2023

To Be Determined (2) (3)

8/9/2024

* Intended to satisfy the affirmative defense of Rule 10b5-1(c).

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

(1) Represents an election made upon acceptance of a grant of restricted stock units made in June 2023 to sell shares to cover tax withholding obligations upon vesting.

(2) The aggregate number of shares to be sold pursuant to each trading arrangement listed above is dependent on the amount of tax withholding required upon the vesting of restricted stock units, and, therefore, is indeterminable at this time.

(3) Dr. Winston’s trading arrangement includes 11,472 long shares to be sold upon the Company’s common stock reaching a specified limit price.

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Charles A. Reinhart, III [Member]

Trading Arrangements, by Individual

Name

Chief Financial Officer

Title

Charles A. Reinhart, III

Non-Rule 10b5-1 Arrangement Adopted

true

Adoption Date

7/5/2023

Kristen Williams [Member]

Trading Arrangements, by Individual

Name

Kristen Williams

Title

Chief Administrative Officer and Secretary

Non-Rule 10b5-1 Arrangement Adopted

true

Adoption Date

7/27/2023

Roy Winston [Member]

Trading Arrangements, by Individual

Name

Roy Winston

Title

Chief Medical Officer and Orthopedic Franchise

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

9/13/2023

Directors and Executive Officers Plan Termination [Member]

Trading Arrangements, by Individual

Arrangement Duration

331 days

LEASES - Narrative (Details) $ in Thousands	3 Months Ended
LEASES - Narrative (Details) $ in Thousands	Sep. 30, 2023 USD ($) lease
Lessee, Lease, Description [Line Items]
Number of embedded leases \| lease	2
Obligation released for future cash payments	$ 81,814
Massachusetts
Lessee, Lease, Description [Line Items]
Lease exit fees	800
Obligation released for future cash payments	$ 1,600

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Total revenues	$ 163,926	$ 167,466	$ 493,734	$ 494,868
Operating expenses:
Cost of goods sold	39,750	50,678	136,977	137,379
Research and development	20,830	19,405	56,794	67,292
Selling, general and administrative	67,947	61,283	203,640	190,546
Amortization of acquired intangible assets	14,322	14,322	42,966	42,966
Contingent consideration charges (gains), restructuring charges and other	3,356	489	(1,150)	(13,232)
Total operating expenses	146,205	146,177	439,227	424,951
Income from operations	17,721	21,289	54,507	69,917
Other (expense) income:
Interest income	2,766	1,234	8,019	1,757
Interest expense	(3,464)	(9,856)	(16,918)	(28,935)
Loss on early extinguishment of debt	0	0	(16,926)	0
Other, net	(422)	(10,598)	(701)	(11,369)
Total other expense, net	(1,120)	(19,220)	(26,526)	(38,547)
Income before income taxes	16,601	2,069	27,981	31,370
Income tax expense	(5,743)	(2,762)	(10,896)	(5,359)
Net income (loss)	$ 10,858	$ (693)	$ 17,085	$ 26,011
Net income (loss) per share:
Basic net income (loss) per common share (in dollars per share)	$ 0.23	$ (0.02)	$ 0.37	$ 0.57
Diluted net income (loss) per common share (in dollars per share)	$ 0.23	$ (0.02)	$ 0.37	$ 0.56
Weighted average common shares outstanding:
Basic (in shares)	46,416	45,831	46,151	45,400
Diluted (in shares)	52,067	45,831	46,343	52,220
Net product sales
Revenues:
Total revenues	$ 163,583	$ 166,560	$ 492,481	$ 492,563
Royalty revenue
Revenues:
Total revenues	$ 343	$ 906	$ 1,253	$ 2,305

REVENUE - Narrative (Details)	9 Months Ended
REVENUE - Narrative (Details)	Sep. 30, 2023
Minimum
Disaggregation of Revenue [Line Items]
Accounts receivable, payment terms	0 days
Maximum
Disaggregation of Revenue [Line Items]
Accounts receivable, payment terms	4 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2023

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 2007 (the “Skyepharma Acquisition”), the MyoScience Acquisition in 2019 and the Flexion Acquisition in 2021. The balance at each of September 30, 2023 and December 31, 2022 was $163.2 million.

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


September 30, 2023	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(127,336)	$	462,664	10 years, 5 months
Customer relationships	90		(40)		50		10 years
Total finite-lived intangible assets, net	590,090		(127,376)		462,714
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(127,376)	$	497,580

December 31, 2022	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(84,376)	$	505,624	10 years, 5 months
Customer relationships	90		(34)		56		10 years
Total finite-lived intangible assets, net	590,090		(84,410)		505,680
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(84,410)	$	540,546

Amortization expense on intangible assets was $14.3 million for both the three months ended September 30, 2023 and 2022 and $43.0 million for both the nine months ended September 30, 2023 and 2022.

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 2023, $57.3 million each year from 2024 to 2030, $37.4 million in 2031, $7.9 million in 2032 and $2.2 million in 2033.

STOCK PLANS (Tables)

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of Recognized Stock-Based Compensation Expense

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,
	2023		2022		2023		2022
Cost of goods sold	$	1,272	$	1,599	$	4,432	$	4,429
Research and development	2,220		1,783		5,817		4,761
Selling, general and administrative	9,038		9,300		25,226		26,225
Total	$	12,530	$	12,682	$	35,475	$	35,415

Stock-based compensation from:
Stock options	$	5,957	$	6,711	$	18,163	$	20,038
Restricted stock units	6,373		5,758		16,592		14,588
Employee stock purchase plan	200		213		720		789
Total	$	12,530	$	12,682	$	35,475	$	35,415

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, 2023:


Stock Options	Number of Stock Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2022	6,272,994	$	52.38
Granted	1,435,143	39.13
Exercised	(62,680)	30.93
Forfeited	(195,249)	53.65
Expired	(339,565)	53.15
Outstanding at September 30, 2023	7,110,643	49.82


Restricted Stock Units	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2022	1,149,462	$	57.26
Granted	774,462	39.20
Vested	(385,732)	55.05
Forfeited	(143,866)	55.39
Unvested at September 30, 2023	1,394,326	48.01

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, 2023
Expected dividend yield						None
Risk-free interest rate						4.00%
Expected volatility						41.32%
Expected term of options						4.86 years

STOCK PLANS - Schedule of Stock Based Compensation Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Stock Options
Outstanding beginning of period (in shares) \| shares	6,272,994
Granted (in shares) \| shares	1,435,143
Exercised (in shares) \| shares	(62,680)
Forfeited (in shares) \| shares	(195,249)
Expired (in shares) \| shares	(339,565)
Outstanding end of period (in shares) \| shares	7,110,643
Weighted Average Exercise Price (Per Share)
Outstanding beginning of period (in dollars per share) \| $ / shares	$ 52.38
Granted (in dollars per share) \| $ / shares	39.13
Exercised (in dollars per share) \| $ / shares	30.93
Forfeited (in dollars per share) \| $ / shares	53.65
Expired (in dollars per share) \| $ / shares	53.15
Outstanding at end of period (in dollars per share) \| $ / shares	$ 49.82
Restricted Stock Units (RSUs)
Number of Restricted Stock Units
Unvested at beginning of period (in shares) \| shares	1,149,462
Granted (in shares) \| shares	774,462
Vested (in shares) \| shares	(385,732)
Forfeited (in shares) \| shares	(143,866)
Unvested at end of period in shares) \| shares	1,394,326
Weighted Average Grant Date Fair Value (Per Share)
Unvested at beginning of period (in dollars per share) \| $ / shares	$ 57.26
Granted (in dollars per share) \| $ / shares	39.20
Vested (in dollars per share) \| $ / shares	55.05
Forfeited (in dollars per share) \| $ / shares	55.39
Unvested at end of period (in dollars per share) \| $ / shares	$ 48.01

NET INCOME (LOSS) PER SHARE- Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	8,445	13,132	12,530	3,513
Weighted average number of stock options
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	7,057	6,344	5,953	2,439
Convertible senior notes
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	0	5,608	5,608	797
Weighted average number of RSUs
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	1,349	1,180	956	277
Weighted average ESPP purchase options
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	39	0	13	0

DEBT - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended				3 Months Ended		9 Months Ended
	Mar. 31, 2025 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Apr. 01, 2022 USD ($) shares	Jan. 06, 2022	Dec. 31, 2021 USD ($)	Jul. 31, 2020 USD ($) $ / shares	Mar. 31, 2017 USD ($)	Sep. 30, 2023 USD ($) trading_day $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) trading_day $ / shares	Sep. 30, 2022 USD ($) shares	Mar. 31, 2028 USD ($)	Dec. 31, 2022 USD ($)	Jan. 07, 2022 USD ($)	May 02, 2017 USD ($)
DEBT AND FINANCING OBLIGATIONS
Proceeds from Term loan A facility											$ 149,550	$ 0
Loss on early extinguishment of debt									$ 0	$ 0	$ (16,926)	0
Settlement period - convertible debt conversion request											40 days
Closing sale price (in dollars per share) \| $ / shares									$ 30.68		$ 30.68
Amortization of debt premium									$ (25)	$ (695)	$ (728)	$ (2,107)
Common Stock
DEBT AND FINANCING OBLIGATIONS
Issuance of common stock upon conversion of 2022 convertible senior notes (in shares) \| shares				101,521								102,000
Common stock increased additional paid-in capital				$ 3,000
Term loan A facility maturing March 2028
DEBT AND FINANCING OBLIGATIONS
Leverage ratio, maximum									3.00		3.00
Leverage ratio, minimum									1.50		1.50
Weighted average interest rate, at point in time									8.47%		8.47%
Term loan A facility maturing March 2028 \| Minimum \| Base Rate
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio									2.00%		2.00%
Term loan A facility maturing March 2028 \| Minimum \| Secured Overnight Financing Rate (SOFR)
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio									3.00%		3.00%
Term loan A facility maturing March 2028 \| Maximum \| Base Rate
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio									2.75%		2.75%
Term loan A facility maturing March 2028 \| Maximum \| Secured Overnight Financing Rate (SOFR)
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio									3.75%		3.75%
0.750% Convertible senior notes due August 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
Convertible debt, premium on common stock							32.50%
Closing sale price (in dollars per share) \| $ / shares							$ 54.17
Market price of principal amount of notes									0.909		0.909
0.750% Convertible senior notes due August 2025 \| Debt Redemption Terms Prior to February 3, 2023
DEBT AND FINANCING OBLIGATIONS
Threshold percentage stock price trigger									130.00%
Threshold trading days \| trading_day									20
Threshold consecutive trading days \| trading_day									30
0.750% Convertible senior notes due August 2025 \| Debt Redemption Terms on or After August 1, 2023
DEBT AND FINANCING OBLIGATIONS
Threshold percentage stock price trigger											130.00%
Threshold trading days \| trading_day											20
Threshold consecutive trading days \| trading_day											30
Debt instrument, percentage of principal amount for computation of redemption price											100.00%
3.375% convertible senior notes due 2024
DEBT AND FINANCING OBLIGATIONS
Debt instrument, percentage of principal amount for computation of redemption price					100.00%
3.375% Convertible senior notes due May 2024
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)									3.375%		3.375%
Term Loan \| Term loan A facility maturing March 2028
DEBT AND FINANCING OBLIGATIONS
Discount rate			0.30%
Debt instrument, face amount			$ 150,000
Proceeds from Term loan A facility			149,600
Debt instrument, unamortized discount			400						$ 397		$ 397
Periodic payment, principal		$ 2,800									2,800
Repayments of debt									27,800		27,800
Long-term debt									117,965		117,965			$ 0
Term Loan \| Term loan A facility maturing March 2028 \| Scenario, Forecast
DEBT AND FINANCING OBLIGATIONS
Periodic payment, principal	$ 3,800
Balloon payment to be paid													$ 85,300
Term Loan \| Term loan B facility maturing December 2026
DEBT AND FINANCING OBLIGATIONS
Discount rate						3.00%
Debt instrument, face amount						$ 375,000
Proceeds from Term loan A facility						363,800
Debt instrument, unamortized discount						$ 11,200			0		0			8,252
Periodic payment, principal											9,400
Repayments of debt			$ 149,600
Prepayment fee percentage			2.00%
Repayment of debt principal											287,500
Loss on early extinguishment of debt											(16,900)
Long-term debt									$ 0		$ 0			284,704
Unsecured Debt \| 0.750% Convertible senior notes due August 2025
DEBT AND FINANCING OBLIGATIONS
Debt instrument, face amount							$ 402,500
Stated interest rate (as a percent)							0.75%		0.75%		0.75%
Debt issued in private placement							$ 390,000				$ 402,500
Long-term debt									$ 397,976		$ 397,976			396,126
Unsecured Debt \| Convertible Senior Notes Due 2022
DEBT AND FINANCING OBLIGATIONS
Repayments of debt				156,900			$ 211,100
Stated interest rate (as a percent)							2.375%	2.375%
Debt issued in private placement								$ 345,000
Debt instrument, repurchased face amount							$ 185,000
Remaining outstanding principal balance				160,000
Amortization of debt premium				$ 4,800
Unsecured Debt \| 3.375% convertible senior notes due 2024
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)									3.375%		3.375%
Repurchase amount															$ 192,600
Unsecured Debt \| 3.375% convertible senior notes due 2024 \| Flexion
DEBT AND FINANCING OBLIGATIONS
Debt instrument, face amount																$ 201,300
Stated interest rate (as a percent)																3.375%
Unsecured Debt \| 3.375% Convertible senior notes due May 2024
DEBT AND FINANCING OBLIGATIONS
Long-term debt									$ 8,641		$ 8,641			$ 8,641