0001396814-24-000045 | 10-Q | XBRL Viewer

LEASES (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Operating Lease Expense and Other Operating Lease Information

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


	Three Months Ended
	March 31,
		2024		2023
Fixed lease costs		$	3,497	$	3,628
Variable lease costs		494		567
Sublease income		(131)		(153)
Total		$	3,860	$	4,042

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


	Three Months Ended
	March 31,
	2024		2023
Cash paid for operating lease liabilities, net of lease incentives	$	3,219	$	3,763

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


	March 31,
	2024		2023
Weighted average remaining lease term	5.81 years		6.61 years
Weighted average discount rate	7.01	%	7.03	%

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
2024 (remaining nine months)	$	9,777
2025	12,775
2026	12,814
2027	12,587
2028	10,925
Thereafter	16,426
Total future lease payments	75,304
Less: imputed interest	(13,855)
Total operating lease liabilities	$	61,449

GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2024

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. (now Vectura Group Limited, a subsidiary of Philip Morris International, Inc.) in 2007, the MyoScience Acquisition in 2019 and the Flexion Acquisition in 2021. The goodwill balance at each of March 31, 2024 and December 31, 2023 was $163.2 million.

Intangible Assets

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):


March 31, 2024	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(155,975)	$	434,025	10 years, 5 months
Customer relationships	90		(45)		45		10 years
Total finite-lived intangible assets, net	590,090		(156,020)		434,070
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(156,020)	$	468,936

December 31, 2023	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(141,655)	$	448,345	10 years, 5 months
Customer relationships	90		(43)		47		10 years
Total finite-lived intangible assets, net	590,090		(141,698)		448,392
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(141,698)	$	483,258

Amortization expense on intangible assets was $14.3 million for both the three months ended March 31, 2024 and 2023.

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 $43.0 million for the remaining nine months of 2024, $57.3 million each year from 2025 to 2030, $37.4 million in 2031, $7.9 million in 2032 and $2.2 million in 2033.

INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Income Taxes and Income Tax Expense (Benefit)

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


	Three Months Ended March 31,
		2024			2023
Income (loss) before income taxes:
Domestic		$	13,657		$	(27,773)
Foreign		(17)			1,299
Total income (loss) before income taxes		$	13,640		$	(26,474)

Income tax expense (benefit)		$	4,661		$	(6,938)
Effective tax rate		34		%	26		%

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Contingent consideration gain		$ 3,806	$ (11,618)
Charges incurred		3,300
EXPAREL
Business Acquisition [Line Items]
EXPAREL at average sales price margin	6.00%
One-time Termination Benefits
Business Acquisition [Line Items]
Charges incurred		5,500
Flexion
Business Acquisition [Line Items]
Contingent consideration gain		3,806	(11,618)
Acquisition-related fees		200	500
Flexion
Business Acquisition [Line Items]
Contingent consideration gain		$ 3,800	$ (11,600)

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER - Schedule of Restructuring Charges (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 0
Charges incurred	3,300
Cash payments made / settled	(386)
Ending balance	2,914
Employee Termination Benefits
Restructuring Reserve [Roll Forward]
Beginning balance	0
Charges incurred	2,567
Cash payments made / settled	(386)
Ending balance	2,181
Employee termination benefits related to share-based compensation	2,200
Contract Termination Costs
Restructuring Reserve [Roll Forward]
Beginning balance	0
Charges incurred	733
Cash payments made / settled	0
Ending balance	$ 733

INCOME TAXES

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

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


	Three Months Ended March 31,
		2024			2023
Income (loss) before income taxes:
Domestic		$	13,657		$	(27,773)
Foreign		(17)			1,299
Total income (loss) before income taxes		$	13,640		$	(26,474)

Income tax expense (benefit)		$	4,661		$	(6,938)
Effective tax rate		34		%	26		%

The Company’s income tax expense (benefit) 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 rate for the three months ended March 31, 2024 include costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by tax credits and a fair value adjustment for Flexion contingent consideration. The Company’s effective tax rate for the three months ended March 31, 2023 includes costs for a fair value adjustment to Flexion contingent consideration and a valuation allowance recorded against non-U.S. results, partially offset by tax credits and stock-based compensation benefits.

As of March 31, 2024 and December 31, 2023, the Company has an income tax payable balance of $1.0 million that is included in other liabilities within the condensed consolidated balance sheets.

- 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.

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+ Details

FIXED ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Fixed Assets Summarized by Major Category

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


	March 31,		December 31,
	2024		2023
Machinery and equipment (1)	$	106,670	$	121,773
Leasehold improvements	58,835		61,826
Computer equipment and software	17,223		17,186
Office furniture and equipment	2,543		2,543
Construction in progress	106,987		105,905
Total	292,258		309,233
Less: accumulated depreciation (1)	(120,454)		(135,306)
Fixed assets, net	$	171,804	$	173,927

(1) During the three months ended March 31, 2024, the Company disposed of $19.0 million of fully depreciated machinery and equipment associated with its 45-liter EXPAREL manufacturing process at the Thermo Fisher Scientific Pharma Services facility located in Swindon, England. The Company continues to operate its 200-liter EXPAREL manufacturing process at the same facility.

REVENUE - Narrative (Details)	3 Months Ended
REVENUE - Narrative (Details)	Mar. 31, 2024
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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)	46,517,410	46,481,174
Common stock, shares outstanding (in shares)	46,517,410	46,481,174

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2024
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, 2023 (the “2023 Annual Report”). The condensed consolidated financial statements at March 31, 2024, and for the three-month periods ended March 31, 2024 and 2023, 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, 2023 is derived from the audited consolidated financial statements included in the Company’s 2023 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 physicians.
Recent Accounting Pronouncements Not Adopted as of March 31, 2024	Recent Accounting Pronouncements Not Adopted as of March 31, 2024 In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The ASU amendment improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. The new segment disclosure requirements apply for entities with a single reportable segment. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023 and interim periods thereafter, with early adoption permitted. The ASU amendment will require adoption on a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The ASU amendment addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements.

FIXED ASSETS

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

FIXED ASSETS

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


	March 31,		December 31,
	2024		2023
Machinery and equipment (1)	$	106,670	$	121,773
Leasehold improvements	58,835		61,826
Computer equipment and software	17,223		17,186
Office furniture and equipment	2,543		2,543
Construction in progress	106,987		105,905
Total	292,258		309,233
Less: accumulated depreciation (1)	(120,454)		(135,306)
Fixed assets, net	$	171,804	$	173,927

For the three months ended March 31, 2024 and 2023, depreciation expense was $4.1 million and $5.3 million, respectively. For the three months ended March 31, 2024 and 2023, there was $0.7 million and $1.4 million of capitalized interest on the construction of manufacturing sites, respectively.

At March 31, 2024 and December 31, 2023, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located in Europe in the amount of $34.3 million and $36.8 million, respectively.

As of March 31, 2024 and December 31, 2023, the Company had asset retirement obligations of $3.9 million and $4.3 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.

STOCK PLANS - Narrative (Details)	3 Months Ended
STOCK PLANS - Narrative (Details)	Mar. 31, 2024 offeringPeriod $ / shares shares
Stock Incentive Plans
Weighted average fair value (in dollars per share) \| $ / shares	$ 13.65
Purchase price of common stock, ESPP (as a percent)	85.00%
Common stock issued under employee stock purchase plan (in shares) \| shares	0
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.

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+ Details

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2024
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 its patents and intellectual property, 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 coming months. 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 which expires on July 1, 2024. 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 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 second 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 which expires on July 1, 2024. 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. The trial on the remaining claim was conducted in February 2024 with a decision expected in the coming months. 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 these litigations 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 U.S. 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 income (expense), net in the condensed consolidated statement of operations. In November 2023, the U.S. District Court, District of Nevada conducted a mediation that did not result in a settlement. During the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with the 200-liter EXPAREL manufacturing process to RDF under protest. A trial is currently scheduled for September 2024. 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 pediatric patients. 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. 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 Medicines and Healthcare Regulatory Agency (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. 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 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. In February 2024, the FDA granted a Regenerative Medicine Advanced Therapy (RMAT) designation to PCRX-201 for the treatment of OA pain of the knee.

GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

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


March 31, 2024	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(155,975)	$	434,025	10 years, 5 months
Customer relationships	90		(45)		45		10 years
Total finite-lived intangible assets, net	590,090		(156,020)		434,070
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(156,020)	$	468,936

December 31, 2023	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(141,655)	$	448,345	10 years, 5 months
Customer relationships	90		(43)		47		10 years
Total finite-lived intangible assets, net	590,090		(141,698)		448,392
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(141,698)	$	483,258

FINANCIAL INSTRUMENTS - Schedule of Investments Without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	$ 28,011	$ 21,192
Purchases		6,758
Foreign currency adjustments	(104)	61
Ending balance	27,907	28,011
Equity Investments
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	15,877	15,877
Purchases		0
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	12,134	5,315
Purchases		6,758
Foreign currency adjustments	(104)	61
Ending balance	$ 12,030	$ 12,134

REVENUE

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE

Revenue from Contracts with Customers

The Company’s net product sales consist of (i) EXPAREL in the U.S., the European Union, or E.U., and the U.K.; (ii) ZILRETTA in the U.S.; (iii) iovera° in the U.S., Canada and Europe 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 group purchasing organizations, or GPOs. Product revenue is recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods. EXPAREL and ZILRETTA revenue is 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, participating GPO members 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 March 31,
		2024		2023
Net product sales:
EXPAREL		$	132,430	$	130,408
ZILRETTA		25,839		24,334
iovera°		5,030		4,001
Bupivacaine liposome injectable suspension		2,525		688
Total net product sales		$	165,824	$	159,431

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net income (loss)	$ 8,979	$ (19,536)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred taxes	3,463	(7,342)
Depreciation of fixed assets and amortization of intangible assets	18,426	19,602
Amortization of debt issuance costs	681	937
Amortization of debt discount	24	675
Loss on early extinguishment of debt	0	16,926
Stock-based compensation	13,151	11,990
Changes in contingent consideration	(3,806)	11,618
Other net losses (gains)	73	(23)
Changes in operating assets and liabilities:
Accounts receivable, net	3,917	5,192
Inventories, net	7,572	3,086
Prepaid expenses and other assets	897	(1,926)
Accounts payable	(6,976)	2,628
Accrued expenses and income taxes payable	3,471	(25,120)
Other liabilities	(771)	421
Net cash provided by operating activities	49,101	19,128
Investing activities:
Purchases of fixed assets	(2,836)	(6,565)
Purchases of available-for-sale investments	(56,055)	(49,497)
Sales of available-for-sale investments	43,361	126,245
Purchases of debt investments	0	(4,000)
Net cash (used in) provided by investing activities	(15,530)	66,183
Financing activities:
Proceeds from exercises of stock options	0	333
Payment of employee withholding taxes on restricted stock unit vests	(4)	0
Proceeds from Term loan A facility	0	149,550
Debt extinguishment costs	0	(5,750)
Payment of debt issuance and financing costs	0	(1,163)
Net cash used in financing activities	(2,817)	(153,905)
Net increase (decrease) in cash and cash equivalents	30,754	(68,594)
Cash and cash equivalents, beginning of period	153,298	104,139
Cash and cash equivalents, end of period	184,052	35,545
Supplemental cash flow information:
Cash paid for interest	3,969	17,634
Net cash (received) paid for income taxes	(245)	201
Non-cash investing and financing activities:
Fixed assets included in accounts payable and accrued liabilities	607	2,252
Term Loan B Facility
Financing activities:
Repayment of Term loan B facility	0	(296,875)
Term Loan A Facility
Financing activities:
Repayment of Term loan B facility	$ (2,813)	$ 0

FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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

At March 31, 2024, 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	$	12,030	$	—	$	—	$	12,030
Financial Liabilities:
Acquisition-related contingent consideration	$	20,892	$	—	$	—	$	20,892

Financial Liabilities Measured at Amortized Cost:
Term loan A facility due March 2028	$	112,477	$	—	$	113,181	$	—
0.750% convertible senior notes due 2025 (1)	$	399,210	$	—	$	383,381	$	—
3.375% convertible senior notes due 2024 (2)	$	8,641	$	—	$	8,641	$	—

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $29.22 per share at March 31, 2024 compared to a conversion price of $71.78 per share. At March 31, 2024, 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.

(2) The 3.375% convertible senior notes due May 2024 matured and were repaid on May 1, 2024.

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, 2022	$	15,877	$	5,315	$	21,192
Purchases	—		6,758		6,758

Foreign currency adjustments	—		61		61
Balance at December 31, 2023	15,877		12,134		28,011


Foreign currency adjustments	—		(104)		(104)
Balance at March 31, 2024	$	15,877	$	12,030	$	27,907

Schedule of Key Assumptions used in the Valuation of Contingent Consideration

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


Assumption						Ranges Utilized as of March 31, 2024
Discount rates						8.0% to 9.3%
Probability of payment for remaining regulatory milestone						0%

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, 2022	$	28,122
Fair value adjustments and accretion	(3,424)
Balance at December 31, 2023	24,698
Fair value adjustments and accretion	(3,806)

Balance at March 31, 2024	$	20,892

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 March 31, 2024 and December 31, 2023 (in thousands):


March 31, 2024 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 1)		Fair Value (Level 2)
Current:
Asset-backed securities	$	25,345	$	—	$	(38)	$	—	$	25,307
Commercial paper	94,138		28		(51)		—		94,115
Corporate bonds	7,984		—		(6)		—		7,978
U.S. federal agency bonds	9,479		—		(10)		—		9,469
U.S. government bonds	4,974		—		(5)		4,969		—







Total	$	141,920	$	28	$	(110)	$	4,969	$	136,869


December 31, 2023 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 1)		Fair Value (Level 2)
Current:
Asset-backed securities	$	9,539	$	1	$	—	$	—	$	9,540
Commercial paper	77,941		103		—		—		78,044

U.S. federal agency bonds	22,849		—		(29)		—		22,820
U.S. government bonds	14,899		—		(20)		14,879		—
Subtotal	125,228		104		(49)		14,879		110,404
Noncurrent:
Asset-backed securities	2,403		7		—		—		2,410



Subtotal	2,403		7		—		—		2,410
Total	$	127,631	$	111	$	(49)	$	14,879	$	112,814

FINANCIAL INSTRUMENTS - Schedule of Available-For-Sale Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Measurements
Cost	$ 141,920	$ 127,631
Gross Unrealized Gains	28	111
Gross Unrealized Losses	(110)	(49)
Level 1
Fair Value Measurements
Fair Value	4,969	14,879
Level 2
Fair Value Measurements
Fair Value	136,869	112,814
Current:
Fair Value Measurements
Cost		125,228
Gross Unrealized Gains		104
Gross Unrealized Losses		(49)
Current: \| Level 1
Fair Value Measurements
Fair Value		14,879
Current: \| Level 2
Fair Value Measurements
Fair Value		110,404
Noncurrent:
Fair Value Measurements
Cost		2,403
Gross Unrealized Gains		7
Gross Unrealized Losses		0
Noncurrent: \| Level 1
Fair Value Measurements
Fair Value		0
Noncurrent: \| Level 2
Fair Value Measurements
Fair Value		2,410
Asset-backed securities \| Current:
Fair Value Measurements
Cost	25,345	9,539
Gross Unrealized Gains	0	1
Gross Unrealized Losses	(38)	0
Asset-backed securities \| Current: \| Level 1
Fair Value Measurements
Fair Value	0	0
Asset-backed securities \| Current: \| Level 2
Fair Value Measurements
Fair Value	25,307	9,540
Asset-backed securities \| Noncurrent:
Fair Value Measurements
Cost		2,403
Gross Unrealized Gains		7
Gross Unrealized Losses		0
Asset-backed securities \| Noncurrent: \| Level 1
Fair Value Measurements
Fair Value		0
Asset-backed securities \| Noncurrent: \| Level 2
Fair Value Measurements
Fair Value		2,410
Commercial paper \| Current:
Fair Value Measurements
Cost	94,138	77,941
Gross Unrealized Gains	28	103
Gross Unrealized Losses	(51)	0
Commercial paper \| Current: \| Level 1
Fair Value Measurements
Fair Value	0	0
Commercial paper \| Current: \| Level 2
Fair Value Measurements
Fair Value	94,115	78,044
Corporate bonds \| Current:
Fair Value Measurements
Cost	7,984
Gross Unrealized Gains	0
Gross Unrealized Losses	(6)
Corporate bonds \| Current: \| Level 1
Fair Value Measurements
Fair Value	0
Corporate bonds \| Current: \| Level 2
Fair Value Measurements
Fair Value	7,978
U.S. federal agency bonds \| Current:
Fair Value Measurements
Cost	9,479	22,849
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(10)	(29)
U.S. federal agency bonds \| Current: \| Level 1
Fair Value Measurements
Fair Value	0	0
U.S. federal agency bonds \| Current: \| Level 2
Fair Value Measurements
Fair Value	9,469	22,820
U.S. government bonds \| Current:
Fair Value Measurements
Cost	4,974	14,899
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(5)	(20)
U.S. government bonds \| Current: \| Level 1
Fair Value Measurements
Fair Value	4,969	14,879
U.S. government bonds \| Current: \| Level 2
Fair Value Measurements
Fair Value	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 184,052	$ 153,298
Short-term available-for-sale investments	141,838	125,283
Accounts receivable, net	101,639	105,556
Inventories, net	96,782	104,353
Prepaid expenses and other current assets	18,802	21,504
Total current assets	543,113	509,994
Noncurrent available-for-sale investments	0	2,410
Fixed assets, net	171,804	173,927
Right-of-use assets, net	58,626	61,020
Goodwill	163,243	163,243
Intangible assets, net	468,936	483,258
Deferred tax assets	141,057	144,485
Investments and other assets	36,542	36,049
Total assets	1,583,321	1,574,386
Current liabilities:
Accounts payable	8,982	15,698
Accrued expenses	66,818	64,243
Lease liabilities	9,003	8,801
Current portion of convertible senior notes, net	8,641	8,641
Total current liabilities	93,444	97,383
Convertible senior notes, net	399,210	398,594
Long-term debt, net	112,477	115,202
Lease liabilities	52,446	54,806
Contingent consideration	20,892	24,698
Other liabilities	12,690	13,573
Total liabilities	691,159	704,256
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued and outstanding at March 31, 2024 and December 31, 2023	0	0
Common stock, par value $0.001; 250,000,000 shares authorized; 46,517,410 and 46,481,174 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	47	46
Additional paid-in capital	989,780	976,633
Accumulated deficit	(97,817)	(106,796)
Accumulated other comprehensive income	152	247
Total stockholders’ equity	892,162	870,130
Total liabilities and stockholders’ equity	$ 1,583,321	$ 1,574,386

NET INCOME (LOSS) PER SHARE- Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	8,944	13,162
Weighted average number of stock options
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	7,662	6,362
Convertible senior notes
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	0	5,608
Convertible senior notes \| Accounting Standards Update 2020-06
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)		1,000
Weighted average number of RSUs
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	1,230	1,137
Weighted average ESPP purchase options
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	52	55

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Total revenues	$ 167,117	$ 160,341
Operating expenses:
Cost of goods sold	47,416	49,020
Research and development	18,238	17,140
Selling, general and administrative	72,026	70,843
Amortization of acquired intangible assets	14,322	14,322
Contingent consideration (gains) charges, restructuring charges and other	1,903	12,107
Total operating expenses	153,905	163,432
Income (loss) from operations	13,212	(3,091)
Other income (expense):
Interest income	3,903	3,142
Interest expense	(3,316)	(9,589)
Loss on early extinguishment of debt	0	(16,926)
Other, net	(159)	(10)
Total other income (expense), net	428	(23,383)
Income (loss) before income taxes	13,640	(26,474)
Income tax (expense) benefit	(4,661)	6,938
Net income (loss)	$ 8,979	$ (19,536)
Net income (loss) per share:
Basic net income (loss) per common share (in dollars per share)	$ 0.19	$ (0.43)
Diluted net income (loss) per common share (in dollars per share)	$ 0.19	$ (0.43)
Weighted average common shares outstanding:
Basic (in shares)	46,499	45,949
Diluted (in shares)	52,193	45,949
Net product sales
Revenues:
Total revenues	$ 165,824	$ 159,431
Royalty revenue
Revenues:
Total revenues	$ 1,293	$ 910

DEBT - Narrative (Details)					1 Months Ended			3 Months Ended		12 Months Ended
DEBT - Narrative (Details)	Mar. 31, 2025 USD ($)	Aug. 01, 2023 trading_day	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jan. 06, 2022	Dec. 31, 2021 USD ($)	Jul. 31, 2020 USD ($) trading_day $ / shares	Mar. 31, 2024 USD ($) day $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2028 USD ($)	Jan. 07, 2022 USD ($)	May 02, 2017 USD ($)
DEBT AND FINANCING OBLIGATIONS
Proceeds from Term loan A facility								$ 0	$ 149,550,000
Loss on early extinguishment of debt								$ 0	$ 16,926,000
Closing sale price (in dollars per share) \| $ / shares								$ 29.22
Term loan A facility maturing March 2028
DEBT AND FINANCING OBLIGATIONS
Leverage ratio, maximum								3.00
Leverage ratio, minimum								1.50
Weighted average interest rate, at point in time								8.41%
Term loan A facility maturing March 2028 \| Minimum \| Base Rate
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio								2.00%
Term loan A facility maturing March 2028 \| Minimum \| Secured Overnight Financing Rate (SOFR)
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio								3.00%
Term loan A facility maturing March 2028 \| Maximum \| Base Rate
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio								2.75%
Term loan A facility maturing March 2028 \| Maximum \| Secured Overnight Financing Rate (SOFR)
DEBT AND FINANCING OBLIGATIONS
Net leverage ratio								3.75%
0.750% Convertible senior notes due August 2025
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)								0.75%
Initial conversion price of notes into common stock (in dollars per share) \| $ / shares								$ 71.78
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
Scheduled trading day \| trading_day		40
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%
Term Loan \| Term loan A facility maturing March 2028
DEBT AND FINANCING OBLIGATIONS
Discount rate				0.30%					0.30%
Debt instrument, face amount				$ 150,000,000					$ 150,000,000
Proceeds from Term loan A facility				149,600,000
Debt instrument, unamortized discount				400,000				$ 349,000	400,000	$ 373,000
Periodic payment, principal			$ 2,800,000							2,800,000
Balance of unrestricted cash and cash equivalents								$ 500,000,000
Days prior maturity date \| day								91
Repayments of debt								$ 2,800,000		30,600,000
Long-term debt								$ 112,477,000		115,202,000
Term Loan \| Term loan A facility maturing March 2028 \| Forecast
DEBT AND FINANCING OBLIGATIONS
Periodic payment, principal	$ 3,800,000
Balloon payment to be paid											$ 85,300,000
Term Loan \| Term Loan B Facility Due December 2026
DEBT AND FINANCING OBLIGATIONS
Discount rate						3.00%
Debt instrument, face amount						$ 375,000,000
Proceeds from Term loan A facility						363,800,000
Debt instrument, unamortized discount						$ 11,200,000
Repayments of debt				$ 149,600,000
Repayment of debt principal									296,900,000
Loss on early extinguishment of debt									$ 16,900,000
Prepayment fee percentage				2.00%					2.00%
Unsecured Debt \| 0.750% Convertible senior notes due August 2025
DEBT AND FINANCING OBLIGATIONS
Debt instrument, face amount							$ 402,500,000
Stated interest rate (as a percent)							0.75%	0.75%
Debt issued in private placement								$ 402,500,000
Settlement period - convertible debt conversion request							40 days
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
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								0.953
Long-term debt								$ 399,210,000		398,594,000
Unsecured Debt \| 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
Unsecured Debt \| 3.375% convertible senior notes due 2024
DEBT AND FINANCING OBLIGATIONS
Stated interest rate (as a percent)								3.375%
Repurchase amount												$ 192,600,000
Long-term debt								$ 8,641,000		$ 8,641,000
Unsecured Debt \| 3.375% convertible senior notes due 2024 \| Flexion
DEBT AND FINANCING OBLIGATIONS
Debt instrument, face amount													$ 201,300,000
Stated interest rate (as a percent)													3.375%

NET INCOME (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

Basic and 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 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 months ended March 31, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended March 31,
		2024		2023
Numerator:
Net income (loss)—basic		$	8,979	$	(19,536)
ASU 2020-06 convertible notes if-converted method adjustment		1,029		—

Adjusted net income (loss)—diluted		$	10,008	$	(19,536)





Denominator:
Weighted average common shares outstanding—basic		46,499		45,949
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment		5,608		—
Dilutive effect of stock options		1		—
Dilutive effect of RSUs		85		—

Weighted average common shares outstanding—diluted		52,193		45,949
Net income (loss) per share:
Basic and diluted net income (loss) per common share		$	0.19	$	(0.43)

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 March 31,
		2024	2023
Weighted average number of stock options		7,662	6,362
Convertible senior notes (1)		—	5,608
Weighted average number of RSUs		1,230	1,137
Weighted average ESPP purchase options		52	55
Total		8,944	13,162

(1) The convertible senior notes were antidilutive for the three months ended March 31, 2023, in conjunction with a $1.0 million if-converted method adjustment to the numerator that adds back the interest expense associated with the convertible senior notes on a post-tax basis.

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	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	$ 113,750	$ 116,563
Deferred financing costs	(924)	(988)
Discount on debt	(349)	(373)	$ (400)
Total debt, net of deferred financing costs	$ 112,477	115,202
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	(3,290)	(3,906)
Total debt, net of deferred financing costs	$ 399,210	$ 398,594

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

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, 2023 (the “2023 Annual Report”).

The condensed consolidated financial statements at March 31, 2024, and for the three-month periods ended March 31, 2024 and 2023, 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, 2023 is derived from the audited consolidated financial statements included in the Company’s 2023 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 physicians. The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented:


	Three Months Ended March 31,
		2024	2023
Largest wholesaler		36%	32%
Second largest wholesaler		23%	24%
Third largest wholesaler		20%	23%
Total		79%	79%

Recent Accounting Pronouncements Not Adopted as of March 31, 2024

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The ASU amendment improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis. The new segment disclosure requirements apply for entities with a single reportable segment. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023 and interim periods thereafter, with early adoption permitted. The ASU amendment will require adoption on a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The ASU amendment addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements.

INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

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


	March 31,		December 31,
	2024		2023
Raw materials	$	51,608	$	54,099
Work-in-process	18,764		31,215
Finished goods	26,410		19,039
Total	$	96,782	$	104,353

STOCK PLANS

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

STOCK PLANS

Stock-Based Compensation

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


	Three Months Ended March 31,
		2024		2023
Cost of goods sold		$	1,128	$	1,724
Research and development		1,803		1,875
Selling, general and administrative		7,985		8,391
Contingent consideration (gains) charges, restructuring charges and other		2,235		—
Total		$	13,151	$	11,990

Stock-based compensation from:
Stock options		$	6,729	$	6,464
Restricted stock units		6,210		5,250
Employee stock purchase plan		212		276
Total		$	13,151	$	11,990

Equity Awards

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the three months ended March 31, 2024:


Stock Options	Number of Stock Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2023	7,079,748	$	49.40
Granted	900,995	31.95

Forfeited	(155,397)	46.84
Expired	(245,082)	50.23
Outstanding at March 31, 2024	7,580,264	47.35


Restricted Stock Units	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2023	1,364,618	$	47.66
Granted	196,974	31.53
Vested	(36,395)	53.97
Forfeited	(102,206)	47.71
Unvested at March 31, 2024	1,422,991	45.26

The weighted average fair value of stock options granted during the three months ended March 31, 2024 was $13.65 per share. The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:


Black-Scholes Weighted Average Assumption						Three Months Ended March 31, 2024
Expected dividend yield						None
Risk-free interest rate						3.92%
Expected volatility						40.94%
Expected term of options						5.28 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 three months ended March 31, 2024, no shares were purchased and issued through the ESPP.

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

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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

Contingent consideration (gains) charges, restructuring charges and other for the three months ended March 31, 2024 and 2023 summarized below (in thousands):


	Three Months Ended March 31,
		2024		2023
Flexion contingent consideration		$	(3,806)	$	11,618
Restructuring charges		5,535		—


Acquisition-related fees		174		489




Total contingent consideration (gains) charges, restructuring charges and other		$	1,903	$	12,107

Schedule of Restructuring Charges

The Company’s restructuring charges as of March 31, 2024, including the beginning and ending liability balances, are summarized below (in thousands):


	Employee Termination Benefits (1)		Contract Termination Costs		Total
Balance at December 31, 2023	$	—	$	—	$	—
Charges incurred	2,567		733		3,300
Cash payments made / settled	(386)		—		(386)
Balance at March 31, 2024	$	2,181	$	733	$	2,914
(1) During the three months ended March 31, 2024, there was $2.2 million of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

STOCK PLANS - Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation
Total	$ 13,151	$ 11,990
Stock-based compensation from:
Stock options	6,729	6,464
Restricted stock units	6,210	5,250
Employee stock purchase plan	212	276
Total	13,151	11,990
Cost of goods sold
Share-Based Compensation
Total	1,128	1,724
Research and development
Share-Based Compensation
Total	1,803	1,875
Selling, general and administrative
Share-Based Compensation
Total	7,985	8,391
Contingent consideration (gains) charges, restructuring charges and other
Share-Based Compensation
Total	$ 2,235	$ 0

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Oct. 31, 2020	Feb. 28, 2017	Mar. 31, 2024	Aug. 08, 2023
Loss Contingencies [Line Items]
Expect to receive partial summary judgment				$ 14,500
Charges incurred			$ 3,300
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
Charges incurred		$ 51,500

LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024 (remaining nine months)	$ 9,777
2025	12,775
2026	12,814
2027	12,587
2028	10,925
Thereafter	16,426
Total future lease payments	75,304
Less: imputed interest	(13,855)
Total operating lease liabilities	$ 61,449

DESCRIPTION OF BUSINESS (Details)	3 Months Ended
DESCRIPTION OF BUSINESS (Details)	Mar. 31, 2024 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

DEBT (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

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


	March 31,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	112,477	$	115,202
0.750% Convertible senior notes due August 2025	399,210		398,594
3.375% Convertible senior notes due May 2024 (1)	8,641		8,641
Total	$	520,328	$	522,437

(1) The 3.375% convertible senior notes due May 2024 matured and were repaid on May 1, 2024.

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):


	March 31,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	113,750	$	116,563
Deferred financing costs	(924)		(988)
Discount on debt	(349)		(373)
Total debt, net of debt discount and deferred financing costs	$	112,477	$	115,202

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


	March 31,		December 31,
	2024		2023
0.750% convertible senior notes due August 2025	$	402,500	$	402,500
Deferred financing costs	(3,290)		(3,906)

Total debt, net of deferred financing costs	$	399,210	$	398,594

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 March 31,
		2024			2023
Contractual interest expense		$	3,311		$	9,350
Amortization of debt issuance costs		681			937
Amortization of debt discount		24			675
Capitalized interest (Note 5)		(700)			(1,373)
Total		$	3,316		$	9,589

Effective interest rate on total debt		2.96		%	5.36		%

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31,
		2024	2023
Largest wholesaler		36%	32%
Second largest wholesaler		23%	24%
Third largest wholesaler		20%	23%
Total		79%	79%

NET INCOME (LOSS) PER SHARE - Schedule of Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income (loss)—basic	$ 8,979	$ (19,536)
Adjusted net income (loss)—diluted	$ 10,008	$ (19,536)
Denominator:
Weighted average common shares outstanding - basic (in shares)	46,499	45,949
Computation of diluted securities:
Weighted average number of shares outstanding - diluted (in shares)	52,193	45,949
Net income (loss) per share:
Basic net income (loss) per common share (in dollars per share)	$ 0.19	$ (0.43)
Diluted net income (loss) per common share (in dollars per share)	$ 0.19	$ (0.43)
Accounting Standards Update 2020-06
Numerator:
ASU 2020-06 convertible notes if-converted method adjustment	$ 1,029	$ 0
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment (in shares)	5,608	0
Dilutive effect of stock options
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	1	0
Dilutive effect of RSUs
Computation of diluted securities:
Dilutive effect of share based compensation arrangements (in shares)	85	0

LEASES - Schedule of Operating Lease Expense and Other Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease, Cost [Abstract]
Fixed lease costs	$ 3,497	$ 3,628
Variable lease costs	494	567
Sublease income	(131)	(153)
Total	3,860	4,042
Cash Flow, Operating Activities, Lessee [Abstract]
Cash paid for operating lease liabilities, net of lease incentives	$ 3,219	$ 3,763
Weighted average remaining lease term (in years)	5 years 9 months 21 days	6 years 7 months 9 days
Weighted average discount rate (in percent)	7.01%	7.03%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Concentration Risk By Major Customer - customer	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
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)	36.00%	32.00%
Sales Revenue \| Second largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	23.00%	24.00%
Sales Revenue \| Third largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	20.00%	23.00%
Sales Revenue \| Total
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	79.00%	79.00%

DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

DEBT

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


	March 31,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	112,477	$	115,202
0.750% Convertible senior notes due August 2025	399,210		398,594
3.375% Convertible senior notes due May 2024 (1)	8,641		8,641
Total	$	520,328	$	522,437

(1) The 3.375% convertible senior notes due May 2024 matured and were repaid on May 1, 2024.

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 then-existing 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):


	March 31,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	113,750	$	116,563
Deferred financing costs	(924)		(988)
Discount on debt	(349)		(373)
Total debt, net of debt discount and deferred financing costs	$	112,477	$	115,202

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 made, the Company is not required to make further principal payments until March 2026, although the Company retains the option to do so.

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 requires the Company to maintain an unrestricted cash and cash equivalents balance of at least $500.0 million less any prepayments of the 2025 Notes (as defined below) at any time from 91 days prior to the maturity date through the earlier of (i) the latest maturity date of the 2025 Notes and (ii) the date on which there is no outstanding principal amount of the 2025 Notes. The TLA Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions. As of March 31, 2024, 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 three months ended March 31, 2024, the Company made a $2.8 million voluntary principal prepayment. During the year ended December 31, 2023, the Company made a scheduled principal payment of $2.8 million as well as $30.6 million of voluntary principal prepayments. As of March 31, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.41%.

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 TLB 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.

During the three months ended March 31, 2023, the Company repaid the outstanding $296.9 million principal on the TLB Term Loan, which resulted in a $16.9 million loss on early extinguishment of debt.

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.

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):


	March 31,		December 31,
	2024		2023
0.750% convertible senior notes due August 2025	$	402,500	$	402,500
Deferred financing costs	(3,290)		(3,906)

Total debt, net of deferred financing costs	$	399,210	$	398,594

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 March 31, 2024, 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 March 31, 2024, the 2025 Notes had a market price of $953 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).

Since 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 March 31, 2024 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, in May 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 had a maturity date of May 1, 2024, were unsecured, and accrued 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 March 31, 2024, the remaining principal outstanding was $8.6 million, which was repaid upon its maturity on May 1, 2024.

Interest Expense

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


	Three Months Ended March 31,
		2024			2023
Contractual interest expense		$	3,311		$	9,350
Amortization of debt issuance costs		681			937
Amortization of debt discount		24			675
Capitalized interest (Note 5)		(700)			(1,373)
Total		$	3,316		$	9,589

Effective interest rate on total debt		2.96		%	5.36		%

- 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
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-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
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-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
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

STOCK PLANS (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31,
		2024		2023
Cost of goods sold		$	1,128	$	1,724
Research and development		1,803		1,875
Selling, general and administrative		7,985		8,391
Contingent consideration (gains) charges, restructuring charges and other		2,235		—
Total		$	13,151	$	11,990

Stock-based compensation from:
Stock options		$	6,729	$	6,464
Restricted stock units		6,210		5,250
Employee stock purchase plan		212		276
Total		$	13,151	$	11,990

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 three months ended March 31, 2024:


Stock Options	Number of Stock Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2023	7,079,748	$	49.40
Granted	900,995	31.95

Forfeited	(155,397)	46.84
Expired	(245,082)	50.23
Outstanding at March 31, 2024	7,580,264	47.35


Restricted Stock Units	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2023	1,364,618	$	47.66
Granted	196,974	31.53
Vested	(36,395)	53.97
Forfeited	(102,206)	47.71
Unvested at March 31, 2024	1,422,991	45.26

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						Three Months Ended March 31, 2024
Expected dividend yield						None
Risk-free interest rate						3.92%
Expected volatility						40.94%
Expected term of options						5.28 years

FINANCIAL INSTRUMENTS - Schedule of Change in Contingent Consideration Recorded at Fair Value Using Level 3 Measurements (Details) - Contingent Consideration - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 24,698	$ 28,122
Fair value adjustments and accretion	(3,806)	(3,424)
Ending balance	$ 20,892	$ 24,698

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 8,979	$ (19,536)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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+ Details

REVENUE - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total net product sales	$ 167,117	$ 160,341
EXPAREL
Disaggregation of Revenue [Line Items]
Total net product sales	132,430	130,408
ZILRETTA
Disaggregation of Revenue [Line Items]
Total net product sales	25,839	24,334
iovera°
Disaggregation of Revenue [Line Items]
Total net product sales	5,030	4,001
Bupivacaine liposome injectable suspension
Disaggregation of Revenue [Line Items]
Total net product sales	2,525	688
Total net product sales
Disaggregation of Revenue [Line Items]
Total net product sales	$ 165,824	$ 159,431

- 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

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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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+ Details

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER - Acquisition Related Charges (Gains) and Other (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Changes in contingent consideration	$ (3,806)	$ 11,618
Restructuring charges	5,535	0
Total contingent consideration (gains) charges, restructuring charges and other	1,903	12,107
Flexion
Restructuring Cost and Reserve [Line Items]
Changes in contingent consideration	(3,806)	11,618
Acquisition-related fees	200	500
Acquisition-related fees
Restructuring Cost and Reserve [Line Items]
Acquisition-related fees	$ 174	$ 489

- 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

NET INCOME (LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Income (Loss) Per Common Share

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended March 31,
		2024		2023
Numerator:
Net income (loss)—basic		$	8,979	$	(19,536)
ASU 2020-06 convertible notes if-converted method adjustment		1,029		—

Adjusted net income (loss)—diluted		$	10,008	$	(19,536)





Denominator:
Weighted average common shares outstanding—basic		46,499		45,949
Computation of diluted securities:
ASU 2020-06 convertible notes if-converted method adjustment		5,608		—
Dilutive effect of stock options		1		—
Dilutive effect of RSUs		85		—

Weighted average common shares outstanding—diluted		52,193		45,949
Net income (loss) per share:
Basic and diluted net income (loss) per common share		$	0.19	$	(0.43)

Schedule of Potential Dilutive Effect of the Securities Excluded from the Calculation of Diluted Loss Per Share


	Three Months Ended March 31,
		2024	2023
Weighted average number of stock options		7,662	6,362
Convertible senior notes (1)		—	5,608
Weighted average number of RSUs		1,230	1,137
Weighted average ESPP purchase options		52	55
Total		8,944	13,162

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Business Overview Pacira BioSciences, Inc. and its subsidiaries (collectively, the “Company” or “Pacira”) is the therapeutic area leader in non-opioid pain management with a stated corporate mission of providing non-opioid pain management options to as many patients as possible and redefining the role of opioids for rescue therapy only. 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, or 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. Effective January 2, 2024, the Company appointed a new Chief Executive Officer. Consistent with the Company’s predecessor chief operating decision maker, 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.

STOCK PLANS - Schedule of Stock Based Compensation Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Stock Options
Outstanding beginning of period (in shares) \| shares	7,079,748
Granted (in shares) \| shares	900,995
Forfeited (in shares) \| shares	(155,397)
Expired (in shares) \| shares	(245,082)
Outstanding end of period (in shares) \| shares	7,580,264
Weighted Average Exercise Price (Per Share)
Outstanding beginning of period (in dollars per share) \| $ / shares	$ 49.40
Granted (in dollars per share) \| $ / shares	31.95
Forfeited (in dollars per share) \| $ / shares	46.84
Expired (in dollars per share) \| $ / shares	50.23
Outstanding at end of period (in dollars per share) \| $ / shares	$ 47.35
Restricted Stock Units (RSUs)
Number of Restricted Stock Units
Unvested at beginning of period (in shares) \| shares	1,364,618
Granted (in shares) \| shares	196,974
Vested (in shares) \| shares	(36,395)
Forfeited (in shares) \| shares	(102,206)
Unvested at end of period in shares) \| shares	1,422,991
Weighted Average Grant Date Fair Value (Per Share)
Unvested at beginning of period (in dollars per share) \| $ / shares	$ 47.66
Granted (in dollars per share) \| $ / shares	31.53
Vested (in dollars per share) \| $ / shares	53.97
Forfeited (in dollars per share) \| $ / shares	47.71
Unvested at end of period (in dollars per share) \| $ / shares	$ 45.26

STOCK PLANS - Schedule of Valuation Assumptions (Details) - Employee Stock Option	3 Months Ended
	Mar. 31, 2024
Stock Incentive Plans
Expected dividend yield (as a percent)	0.00%
Risk free interest rate (as a percent)	3.92%
Expected volatility (as a percent)	40.94%
Expected term of options (in years)	5 years 3 months 10 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

+ Details

GOODWILL AND INTANGIBLE ASSETS -Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 590,090	$ 590,090
Accumulated Amortization	(156,020)	(141,698)
Intangible Assets, Net	434,070	448,392
Gross Carrying Value	624,956	624,956
Intangible Assets, Net	468,936	483,258
Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	590,000	590,000
Accumulated Amortization	(155,975)	(141,655)
Intangible Assets, Net	$ 434,025	$ 448,345
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	(45)	(43)
Intangible Assets, Net	$ 45	$ 47
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

FINANCIAL INSTRUMENTS - Narrative (Details)	1 Months Ended	3 Months Ended		12 Months Ended
FINANCIAL INSTRUMENTS - Narrative (Details)	Nov. 30, 2021 USD ($)	Mar. 31, 2024 USD ($) wholesaler	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) wholesaler	Aug. 30, 2022 USD ($)
Concentration Risk [Line Items]
Flexion contingent consideration		$ 3,806,000	$ (11,618,000)
Interest receivable		$ 100,000		$ 400,000
Number of major customers \| wholesaler		3		3
Amount of allowance for doubtful accounts				$ 0
iovera°
Concentration Risk [Line Items]
Amount of allowance for doubtful accounts		$ 100,000
Accounts Receivable \| Concentration Risk By Major Customer \| Major Customer One
Concentration Risk [Line Items]
Concentration risk (as a percent)		39.00%		37.00%
Accounts Receivable \| Concentration Risk By Major Customer \| Major Customer Two
Concentration Risk [Line Items]
Concentration risk (as a percent)		19.00%		19.00%
Accounts Receivable \| Concentration Risk By Major Customer \| Major Customer Three
Concentration Risk [Line Items]
Concentration risk (as a percent)		16.00%		16.00%
Flexion And MyoScience Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		$ 20,900,000		$ 24,700,000
Flexion
Concentration Risk [Line Items]
Acquisition-related contingent consideration	$ 372,300,000				$ 425,500,000
Payment term	60 days
Flexion contingent consideration		$ 3,800,000	$ (11,600,000)
Flexion \| Weighted Average \| Contingent Consideration \| Level 3 \| Discount rates
Concentration Risk [Line Items]
Measurement input, contingent consideration		0.086

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
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)		12,000
Exercise of stock options	334		334
Vested restricted stock units (in shares)		30,000
Stock-based compensation	11,990		11,990
Other comprehensive loss (Note 10)	243				243
Net income (loss)	(19,536)			(19,536)
Ending balance (in shares) at Mar. 31, 2023		45,970,000
Balance at ending of period at Mar. 31, 2023	$ 768,041	$ 46	936,419	(168,287)	(137)
Beginning balance (in shares) at Dec. 31, 2023	46,481,174	46,481,000
Balance at beginning of period at Dec. 31, 2023	$ 870,130	$ 46	976,633	(106,796)	247
Increase (Decrease) in Stockholders' Equity
Vested restricted stock units (in shares)		36,000
Vested restricted stock units	1	$ 1
Common stock withheld for employee withholding tax liabilities on vested restricted stock units	(4)		(4)
Stock-based compensation	13,151		13,151
Other comprehensive loss (Note 10)	(95)				(95)
Net income (loss)	$ 8,979			8,979
Ending balance (in shares) at Mar. 31, 2024	46,517,410	46,517,000
Balance at ending of period at Mar. 31, 2024	$ 892,162	$ 47	$ 989,780	$ (97,817)	$ 152

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill recorded in connection with the acquisition	$ 163,243		$ 163,243
Amortization of acquired intangible assets	14,322	$ 14,322
Amortization expense, remainder of fiscal year	43,000
Amortization expense, first period	57,300
Amortization expense, second period	57,300
Amortization expense, third period	57,300
Amortization expense, fourth period	57,300
Amortization expense, fifth period	57,300
Amortization expense, sixth period	57,300
Amortization expense, seventh period	37,400
Amortization expense, eighth period	7,900
Amortization expense, ninth period	$ 2,200

Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

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 March 31, 2024. No trading arrangements were terminated by our directors and executive officers during the quarter ended March 31, 2024.

Trading Arrangement

Name and Position

Action

Date

Rule 10b5-1*

Non-Rule
10b5-1**

Total Number of
Shares to be Sold

Expiration
Date

Lauren Riker

Principal Accounting Officer

Adopt

3/5/2024

To Be Determined (1)

12/31/2024

Kristen Williams

Chief Administrative Officer and Secretary

Adopt

3/8/2024

To Be Determined (1)

6/28/2024

Jonathan Slonin

Chief Medical Officer

Adopt

3/8/2024

To Be Determined (1)

1/31/2025

Paul Hastings

Director

Adopt

3/12/2024

1,775

12/31/2024

Daryl Gaugler

Chief Operating Officer

Adopt

3/12/2024

2,500

3/7/2025

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

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

(1) 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.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Lauren Riker [Member]

Trading Arrangements, by Individual

Name

Lauren Riker

Title

Principal Accounting Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

3/5/2024

Arrangement Duration

112 days

Kristen Williams [Member]

Trading Arrangements, by Individual

Name

Kristen Williams

Title

Chief Administrative Officer and Secretary

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

3/8/2024

Arrangement Duration

301 days

Jonathan Slonin [Member]

Trading Arrangements, by Individual

Name

Jonathan Slonin

Title

Chief Medical Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

3/8/2024

Arrangement Duration

329 days

Paul Hastings [Member]

Trading Arrangements, by Individual

Name

Paul Hastings

Title

Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

3/12/2024

Arrangement Duration

294 days

Aggregate Available

1,775

Daryl Gaugler [Member]

Trading Arrangements, by Individual

Name

Daryl Gaugler

Title

Chief Operating Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

3/12/2024

Arrangement Duration

360 days

Aggregate Available

2,500

FINANCIAL INSTRUMENTS - Schedule of Key Assumptions used in the Valuation of Contingent Consideration (Details) - Fair Value, Inputs, Level 3 - Flexion - Contingent Consideration	Mar. 31, 2024
Minimum \| Discount rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.080
Minimum \| Probability of payment for remaining regulatory milestone
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	0.093

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 8,979	$ (19,536)
Other comprehensive income (loss):
Net unrealized (loss) gain on investments, net of tax	(108)	251
Foreign currency translation adjustments	13	(8)
Total other comprehensive (loss) income	(95)	243
Comprehensive income (loss)	$ 8,884	$ (19,293)

- Definition

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

+ References

+ Details

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 51,608	$ 54,099
Work-in-process	18,764	31,215
Finished goods	26,410	19,039
Total	$ 96,782	$ 104,353

INVENTORIES

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

INVENTORIES

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


	March 31,		December 31,
	2024		2023
Raw materials	$	51,608	$	54,099
Work-in-process	18,764		31,215
Finished goods	26,410		19,039
Total	$	96,782	$	104,353

FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS

Fair Value Measurements

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

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

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

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

The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items. The fair value of the Company’s convertible

senior notes and its TLA Term Loan 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 March 31, 2024, 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	$	12,030	$	—	$	—	$	12,030
Financial Liabilities:
Acquisition-related contingent consideration	$	20,892	$	—	$	—	$	20,892

Financial Liabilities Measured at Amortized Cost:
Term loan A facility due March 2028	$	112,477	$	—	$	113,181	$	—
0.750% convertible senior notes due 2025 (1)	$	399,210	$	—	$	383,381	$	—
3.375% convertible senior notes due 2024 (2)	$	8,641	$	—	$	8,641	$	—

(2) The 3.375% convertible senior notes due May 2024 matured and were repaid on May 1, 2024.

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, 2022	$	15,877	$	5,315	$	21,192
Purchases	—		6,758		6,758

Foreign currency adjustments	—		61		61
Balance at December 31, 2023	15,877		12,134		28,011


Foreign currency adjustments	—		(104)		(104)
Balance at March 31, 2024	$	15,877	$	12,030	$	27,907

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $20.9 million and $24.7 million as of March 31, 2024 and December 31, 2023, respectively. The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period if and until the related contingencies are resolved. The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation. These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones, estimated forecasts of revenue and costs and the discount rates used to calculate the present value of estimated future payments.

Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts.

In November 2021, the Company completed the Flexion Acquisition, which provided for contingent consideration related to 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 March 31, 2024, the Company recorded a gain of $3.8 million primarily due to an adjustment reflecting the probability of achieving the remaining regulatory milestone by December 31, 2030, the expiration date. During the three months ended March 31, 2023, the Company recorded a charge of $11.6 million, which was due to a decrease to the assumed discount rate based on a significant improvement in the Company’s incremental borrowing rate resulting from the TLA Credit Agreement entered into in March 2023. These adjustments were recorded within contingent consideration (gains) charges, restructuring charges and other in the condensed consolidated statements of operations. At March 31, 2024, the weighted average discount rate was 8.6%.

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


Assumption						Ranges Utilized as of March 31, 2024
Discount rates						8.0% to 9.3%
Probability of payment for remaining regulatory milestone						0%

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, 2022	$	28,122
Fair value adjustments and accretion	(3,424)
Balance at December 31, 2023	24,698
Fair value adjustments and accretion	(3,806)

Balance at March 31, 2024	$	20,892

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 asset-backed securities collateralized by credit card receivables and contain 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 March 31, 2024 and December 31, 2023, 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, with the exception of U.S. government bonds, 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. The fair value of U.S. government bonds is based on level 1 trading activity. 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 March 31, 2024 and December 31, 2023 (in thousands):


March 31, 2024 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 1)		Fair Value (Level 2)
Current:
Asset-backed securities	$	25,345	$	—	$	(38)	$	—	$	25,307
Commercial paper	94,138		28		(51)		—		94,115
Corporate bonds	7,984		—		(6)		—		7,978
U.S. federal agency bonds	9,479		—		(10)		—		9,469
U.S. government bonds	4,974		—		(5)		4,969		—







Total	$	141,920	$	28	$	(110)	$	4,969	$	136,869


December 31, 2023 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 1)		Fair Value (Level 2)
Current:
Asset-backed securities	$	9,539	$	1	$	—	$	—	$	9,540
Commercial paper	77,941		103		—		—		78,044

U.S. federal agency bonds	22,849		—		(29)		—		22,820
U.S. government bonds	14,899		—		(20)		14,879		—
Subtotal	125,228		104		(49)		14,879		110,404
Noncurrent:
Asset-backed securities	2,403		7		—		—		2,410



Subtotal	2,403		7		—		—		2,410
Total	$	127,631	$	111	$	(49)	$	14,879	$	112,814

At March 31, 2024, 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 March 31, 2024 and December 31, 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $0.1 million and $0.4 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 March 31, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 39%, 19% and 16%. At December 31, 2023, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 37%, 19% and 16%. 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 March 31, 2024, there were $0.1 million of allowances for credit losses on its accounts receivable associated with iovera°. As of December 31, 2023, the Company did not deem any allowances for credit losses on its accounts receivable necessary.

FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
FIXED ASSETS - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
FIXED ASSETS
Depreciation expense	$ 4,100	$ 5,300
Fixed assets, net	171,804		$ 173,927
Asset retirement obligation	3,900		4,300
Construction in progress
FIXED ASSETS
Capitalized interest	700	$ 1,400
Leasehold improvements \| Europe
FIXED ASSETS
Fixed assets, net	$ 34,300		$ 36,800

LEASES - Narrative (Details)	Mar. 31, 2024 lease
Leases [Abstract]
Number of embedded leases	2

FINANCIAL INSTRUMENTS - Schedule of Carrying Amount and Fair Value of the Long-Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended
	Mar. 31, 2024	Jul. 31, 2020
Financial Liabilities:
Closing sale price (in dollars per share)	$ 29.22
0.750% Convertible senior notes due August 2025
Financial Liabilities:
Stated interest rate (as a percent)	0.75%
Initial conversion price of notes into common stock (in dollars per share)	$ 71.78
0.750% Convertible senior notes due August 2025 \| Maximum
Financial Liabilities:
Maximum 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%
Closing sale price (in dollars per share)		$ 54.17
Initial conversion price of notes into common stock (in dollars per share)		$ 71.78
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	12,030
Financial Liabilities:
Acquisition-related contingent consideration	20,892
Carrying Value \| Term loan A facility maturing March 2028 \| Term Loan
Financial Liabilities:
Convertible senior notes	112,477
Carrying Value \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	399,210
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	113,181
Fair Value Measurements Using \| Level 2 \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	383,381
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	12,030
Financial Liabilities:
Acquisition-related contingent consideration	20,892
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

REVENUE (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31,
		2024		2023
Net product sales:
EXPAREL		$	132,430	$	130,408
ZILRETTA		25,839		24,334
iovera°		5,030		4,001
Bupivacaine liposome injectable suspension		2,525		688
Total net product sales		$	165,824	$	159,431

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Jul. 31, 2020
Secured and Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 520,328	$ 522,437
Term loan A facility maturing March 2028 \| Term Loan
Debt Instrument [Line Items]
Long-term debt	$ 112,477	115,202
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	$ 399,210	398,594
Stated interest rate (as a percent)	0.75%		0.75%
3.375% Convertible senior notes due May 2024 (1) \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 8,641	$ 8,641
Stated interest rate (as a percent)	3.375%

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

- Definition

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

+ References + Details

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER

CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER

Contingent consideration (gains) charges, restructuring charges and other for the three months ended March 31, 2024 and 2023 summarized below (in thousands):


	Three Months Ended March 31,
		2024		2023
Flexion contingent consideration		$	(3,806)	$	11,618
Restructuring charges		5,535		—


Acquisition-related fees		174		489




Total contingent consideration (gains) charges, restructuring charges and other		$	1,903	$	12,107

Flexion Acquisition Contingent Consideration

During the three months ended March 31, 2024, the Company recognized a $3.8 million contingent consideration gain. During the three months ended March 31, 2023, the Company recorded a $11.6 million contingent consideration charge. See Note 9, Financial Instruments, for information regarding the method and key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

Restructuring Charges

In February 2024, the Company initiated a restructuring plan to ensure it is well positioned for long-term growth. The restructuring plan includes: (i) reshaping the Company’s executive team, (ii) reallocating efforts and resources from the Company’s ex-U.S. and certain early-stage development programs to its commercial portfolio in the U.S. market and (iii) reprioritizing investments to focus on commercial readiness for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in outpatient settings beginning in January 2025 and broader commercial initiatives in key areas, such as strategic national accounts, marketing and market access and reimbursement. The Company recognized $5.5 million of restructuring charges for the three months ended March 31, 2024 related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related

termination costs, as well as contract termination costs. The Company’s restructuring charges as of March 31, 2024, including the beginning and ending liability balances, are summarized below (in thousands):


	Employee Termination Benefits (1)		Contract Termination Costs		Total
Balance at December 31, 2023	$	—	$	—	$	—
Charges incurred	2,567		733		3,300
Cash payments made / settled	(386)		—		(386)
Balance at March 31, 2024	$	2,181	$	733	$	2,914
(1) During the three months ended March 31, 2024, there was $2.2 million of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

Acquisition-Related Fees

The Company recognized acquisition-related costs of $0.2 million and $0.5 million during the three months ended March 31, 2024 and 2023, respectively, primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

FIXED ASSETS - Schedule of Major Categories (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
FIXED ASSETS
Total	$ 292,258		$ 309,233
Less: accumulated depreciation	(120,454)		(135,306)
Fixed assets, net	171,804		173,927
Depreciation expense	4,100	$ 5,300
Machinery and equipment
FIXED ASSETS
Total	106,670		121,773
Disposals	19,000
Leasehold improvements
FIXED ASSETS
Total	58,835		61,826
Computer equipment and software
FIXED ASSETS
Total	17,223		17,186
Office furniture and equipment
FIXED ASSETS
Total	2,543		2,543
Construction in progress
FIXED ASSETS
Total	$ 106,987		$ 105,905

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

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


	Net Unrealized Gain (Loss) From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Income
Balance at December 31, 2023	$	124	$	123	$	247
Net unrealized loss on investments, net of tax(1)	(108)		—		(108)
Foreign currency translation adjustments	—		13		13

Balance at March 31, 2024	$	16	$	136	$	152


	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)	251		—		251
Foreign currency translation adjustments	—		(8)		(8)
Balance at March 31, 2023	$	(272)	$	135	$	(137)

(1) Net of a nominal tax benefit and $0.2 million tax expense for the three months ended March 31, 2024 and 2023, respectively.

Share Repurchase Program

On May 7, 2024, the Company announced that its Board of Directors has approved a new share repurchase program, effective immediately, which authorizes the Company to purchase up to an aggregate of $150.0 million of the Company’s outstanding common stock. Repurchases under this program may be made at management’s discretion on the open market or through privately negotiated transactions. The share repurchase program may be suspended or discontinued at any time by the Company and has an expiration date of December 31, 2026.

- Definition

The entire disclosure for equity.

+ References

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+ Details

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2024

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 income (loss) for the periods presented (in thousands):


	Net Unrealized Gain (Loss) From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Income
Balance at December 31, 2023	$	124	$	123	$	247
Net unrealized loss on investments, net of tax(1)	(108)		—		(108)
Foreign currency translation adjustments	—		13		13

Balance at March 31, 2024	$	16	$	136	$	152


	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)	251		—		251
Foreign currency translation adjustments	—		(8)		(8)
Balance at March 31, 2023	$	(272)	$	135	$	(137)

(1) Net of a nominal tax benefit and $0.2 million tax expense for the three months ended March 31, 2024 and 2023, respectively.

LEASES

3 Months Ended

Mar. 31, 2024

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. In February 2024, the lease and sublease term concluded for the laboratory space in Woburn, Massachusetts.

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
	March 31,
		2024		2023
Fixed lease costs		$	3,497	$	3,628
Variable lease costs		494		567
Sublease income		(131)		(153)
Total		$	3,860	$	4,042

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


	Three Months Ended
	March 31,
	2024		2023
Cash paid for operating lease liabilities, net of lease incentives	$	3,219	$	3,763

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:


	March 31,
	2024		2023
Weighted average remaining lease term	5.81 years		6.61 years
Weighted average discount rate	7.01	%	7.03	%

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


Year	Aggregate Minimum Payments Due
2024 (remaining nine months)	$	9,777
2025	12,775
2026	12,814
2027	12,587
2028	10,925
Thereafter	16,426
Total future lease payments	75,304
Less: imputed interest	(13,855)
Total operating lease liabilities	$	61,449

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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		46,546,148
Entity Central Index Key	0001396814
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Disclosure [Abstract]
Contractual interest expense	$ 3,311	$ 9,350
Amortization of debt issuance costs	681	937
Amortization of debt discount	24	675
Capitalized interest (Note 5)	(700)	(1,373)
Total	$ 3,316	$ 9,589
Effective interest rate on total debt (in percent)	2.96%	5.36%

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	May 07, 2024
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 870,130,000	$ 775,010,000
Other comprehensive (loss) income	(95,000)	243,000
Balance at ending of period	892,162,000	768,041,000
Unrealized gain (loss) on investments, tax expense	0	200,000
Subsequent Event
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Aggregate purchase			$ 150,000,000
Net Unrealized Gain (Loss) From Available-For-Sale Investments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	124,000	(523,000)
Other comprehensive (loss) income	(108,000)	251,000
Balance at ending of period	16,000	(272,000)
Unrealized Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	123,000	143,000
Other comprehensive (loss) income	13,000	(8,000)
Balance at ending of period	136,000	135,000
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	247,000	(380,000)
Other comprehensive (loss) income	(95,000)	243,000
Balance at ending of period	$ 152,000	$ (137,000)

- Definition

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

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+ Details

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income (loss) before income taxes:
Domestic	$ 13,657	$ (27,773)
Foreign	(17)	1,299
Income (loss) before income taxes	13,640	(26,474)
Income tax expense (benefit)	$ 4,661	$ (6,938)
Effective tax rate (in percent)	34.00%	26.00%
Income tax payable	$ 1,000		$ 1,000

- 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.

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+ Details

- Definition

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

+ References + Details