0001396814-24-000141 | 10-Q | XBRL Viewer

DEBT

9 Months Ended

Sep. 30, 2024

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


	September 30,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	107,024	$	115,202
2.125% Convertible senior notes due May 2029	278,867		—
0.750% Convertible senior notes due August 2025	201,466		398,594
3.375% Convertible senior notes due May 2024 (1)	—		8,641
Total	$	587,357	$	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 (as amended to date, 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.

On May 8, 2024, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders entered into a first amendment (the “First TLA Amendment”) to the TLA Credit Agreement. The First TLA Amendment, among other things, permits the Company’s $150.0 million share repurchase program and the Capped Call Transactions as described below.

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


	September 30,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	108,125	$	116,563
Deferred financing costs	(798)		(988)
Discount on debt	(303)		(373)
Total debt, net of debt discount and deferred financing costs	$	107,024	$	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 September 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 $300.0 million ($500.0 million less a $200.0 million prepayment of the 2025 Notes (as defined below) in the nine months ended September 30, 2024) less any additional prepayments of the 2025 Notes 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 September 30, 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 nine months ended September 30, 2024, the Company made $8.4 million voluntary principal prepayments. 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 September 30, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.95%.

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.

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 $296.9 million then-outstanding principal under the TLB Credit Agreement and concurrently terminated the TLB Credit Agreement, which resulted in a $16.9 million loss on early extinguishment of debt. 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 2029

In May 2024, the Company completed a private placement of $287.5 million in aggregate principal amount of its 2.125% convertible senior notes due 2029, or 2029 Notes, and entered into an indenture with Computershare Corporate Trust, N.A., or 2029 Indenture, with respect to the 2029 Notes. The 2029 Notes accrue interest at a fixed rate of 2.125% per year, payable semiannually in arrears on May 15th and November 15th of each year. The 2029 Notes mature on May 15, 2029.

The total debt composition of the 2029 Notes is as follows (in thousands):


	September 30,
	2024
2.125% convertible senior notes due May 2029	$	287,500
Deferred financing costs	(8,633)

Total debt, net of deferred financing costs	$	278,867

Holders may convert the 2029 Notes prior to the close of business on the business day immediately preceding November 15, 2028, only if certain circumstances are met, including, but not limited to, if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than 130% of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter. During the quarter ended September 30, 2024, the conditions for conversion were not met.

On or after November 15, 2028, until the close of business on the second scheduled trading day immediately preceding May 15, 2029, holders may convert their 2029 Notes at any time.

Upon conversion, holders will receive the principal amount of their 2029 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 50 consecutive trading days during the observation period (as more fully described in the 2029 Indenture). For the principal, the Company will settle in cash per the terms of the 2029 Notes. For any 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

2029 Notes is 25.2752 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $39.56 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 2029 Notes represents a premium of approximately 32.5% to the closing sale price of $29.86 per share of the Company’s common stock on the Nasdaq Global Select Market on May 9, 2024, the date that the Company priced the private offering of the 2029 Notes.

As of September 30, 2024, the 2029 Notes had a market price of $757 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 2029 Notes will be paid pursuant to the terms of the 2029 Indenture. In the event that all of the 2029 Notes are converted, the Company would be required to repay the $287.5 million in principal value in cash, whereas any conversion premium would be required to be repaid in any combination of cash and shares of its common stock (at the Company’s option).

Prior to the close of business on the business day immediately preceding November 15, 2028, the 2029 Notes are convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon a Company redemption. On or after November 15, 2028, until the close of business on the second scheduled trading day immediately preceding May 15, 2029, holders of the 2029 Notes may convert all or a portion of their 2029 Notes, at any time. Upon conversion, the 2029 Notes will be settled by paying or delivering, as applicable, cash or a combination of cash and shares of the Company’s common stock, based on the applicable conversion rate. No sinking fund is provided for the 2029 Notes.

On or after May 17, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2029 Notes if (i) the 2029 Notes are “freely tradable” (as defined in the 2029 Indenture) and any accrued and unpaid additional interest has been paid as of the date the Company sends the related notice of the redemption and (ii) the last reported sales price of the Company’s common stock exceeds 130% of the conversion price then in effect for (1) 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 the redemption; and (2) the trading day immediately before the date the Company sends such notice. The redemption price of each 2029 Note to be redeemed will be the principal amount of such 2029 Note, plus accrued and unpaid interest, if any. In addition, calling any 2029 Notes for redemption will constitute a make-whole fundamental change, in which case the conversion rate applicable to those 2029 Notes, if converted in connection with the redemption, will be increased in certain circumstances. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2029 Indenture), subject to a limited exception for certain cash mergers, holders may require the Company to repurchase all or a portion of their 2029 Notes for cash at a price equal to 100% of the principal amount of the 2029 Notes to be repurchased plus any accrued and unpaid interest.

While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at September 30, 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 2029 Notes have the election to convert the 2029 Notes at any time during the prescribed measurement period, the 2029 Notes would then be considered a current obligation and classified as such.

On May 9, 2024, in connection with the pricing of the 2029 Notes, and on May 10, 2024, in connection with the exercise in full by the initial purchasers of the 2029 Notes (the “Initial Purchasers”) of their option to purchase additional 2029 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers of the 2029 Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The Capped Call Transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the number of shares of the Company’s common stock underlying the 2029 Notes.

The Capped Call Transactions are expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2029 Notes, as the case may be, upon any conversion of the 2029 Notes, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions will initially be approximately $53.75 per share, representing a premium of approximately 80% over the closing price of $29.86 per share of the Company’s common stock on

May 9, 2024, and is subject to certain adjustments under the terms of the Capped Call Transactions. The capped call was recorded as a reduction to additional paid-in capital at its cost of $26.7 million.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the 2029 Notes and will not affect any holder’s rights under the 2029 Notes. Holders of the 2029 Notes will not have any rights with respect to the Capped Call Transactions.

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.

In May 2024, the Company used part of the net proceeds from the issuance of the 2029 Notes to repurchase $200.0 million aggregate principal amount of the 2025 Notes in privately negotiated transactions at a discount for $191.4 million in cash (including accrued interest). The partial repurchase of the 2025 Notes resulted in a $7.5 million gain on early extinguishment of debt.

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


	September 30,		December 31,
	2024		2023
0.750% convertible senior notes due August 2025	$	202,500	$	402,500
Deferred financing costs	(1,034)		(3,906)

Total debt, net of deferred financing costs	$	201,466	$	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, but not limited to, if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than 130% of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter. During the quarter ended September 30, 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 September 30, 2024, the 2025 Notes had a market price of $956 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 remaining $202.5 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.

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 May 1, 2024 (the “Flexion 2024 Notes”), pursuant to an 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 between Flexion and the Flexion Trustee. Interest was 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.

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. The remaining principal of $8.6 million was repaid at 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Contractual interest expense	$	4,296		$	3,471		$	11,404		$	16,670
Amortization of debt issuance costs	840			683			2,284			2,311
Amortization of debt discount	23			25			70			728
Capitalized interest (Note 5)	(470)			(715)			(1,869)			(2,791)
Total	$	4,689		$	3,464		$	11,889		$	16,918

Effective interest rate on total debt	3.03		%	2.98		%	3.00		%	3.96		%

- 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.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Disclosure [Abstract]
Contractual interest expense	$ 4,296	$ 3,471	$ 11,404	$ 16,670
Amortization of debt issuance costs	840	683	2,284	2,311
Amortization of debt discount	23	25	70	728
Capitalized interest (Note 5)	(470)	(715)	(1,869)	(2,791)
Total	$ 4,689	$ 3,464	$ 11,889	$ 16,918
Effective interest rate on total debt (in percent)	3.03%	2.98%	3.00%	3.96%

FINANCIAL INSTRUMENTS - Schedule of Short-Term and Noncurrent Available-for-Sale Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements
Cost	$ 207,400	$ 127,631
Gross Unrealized Gains	465	111
Gross Unrealized Losses	(20)	(49)
Level 1
Fair Value Measurements
Fair Value		14,879
Level 2
Fair Value Measurements
Fair Value	207,845	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	37,525	9,539
Gross Unrealized Gains	78	1
Gross Unrealized Losses	0	0
Asset-backed securities \| Current: \| Level 1
Fair Value Measurements
Fair Value		0
Asset-backed securities \| Current: \| Level 2
Fair Value Measurements
Fair Value	37,603	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	126,516	77,941
Gross Unrealized Gains	273	103
Gross Unrealized Losses	(15)	0
Commercial paper \| Current: \| Level 1
Fair Value Measurements
Fair Value		0
Commercial paper \| Current: \| Level 2
Fair Value Measurements
Fair Value	126,774	78,044
Corporate bonds \| Current:
Fair Value Measurements
Cost	32,351
Gross Unrealized Gains	72
Gross Unrealized Losses	(5)
Corporate bonds \| Current: \| Level 2
Fair Value Measurements
Fair Value	32,418
U.S. federal agency bonds \| Current:
Fair Value Measurements
Cost	5,990	22,849
Gross Unrealized Gains	13	0
Gross Unrealized Losses	0	(29)
U.S. federal agency bonds \| Current: \| Level 1
Fair Value Measurements
Fair Value		0
U.S. federal agency bonds \| Current: \| Level 2
Fair Value Measurements
Fair Value	6,003	22,820
U.S. government bonds \| Current:
Fair Value Measurements
Cost		14,899
Gross Unrealized Gains		0
Gross Unrealized Losses		(20)
U.S. government bonds \| Current: \| Level 1
Fair Value Measurements
Fair Value		14,879
U.S. government bonds \| Current: \| Level 2
Fair Value Measurements
Fair Value		$ 0
Yankee bond \| Current:
Fair Value Measurements
Cost	5,018
Gross Unrealized Gains	29
Gross Unrealized Losses	0
Yankee bond \| Current: \| Level 2
Fair Value Measurements
Fair Value	$ 5,047

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Shares	Treasury Shares	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)		63,000
Exercise of stock options	1,939			1,939
Vested restricted stock units (in shares)		386,000
Common stock issued under employee stock purchase plan (in shares)		50,000
Common stock issued under employee stock purchase plan	1,672			1,672
Stock-based compensation	35,475			35,475
Other comprehensive income (Note 10)	370					370
Net (loss) income	17,085				17,085
Ending balance (in shares) at Sep. 30, 2023		46,427,000
Balance at ending of period at Sep. 30, 2023	831,551	$ 46		963,181	(131,666)	(10)
Beginning balance (in shares) at Jun. 30, 2023		46,409,000
Balance at beginning of period at Jun. 30, 2023	807,975	$ 46		950,626	(142,524)	(173)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)		1,000
Exercise of stock options	25			25
Vested restricted stock units (in shares)		17,000
Stock-based compensation	12,530			12,530
Other comprehensive income (Note 10)	163					163
Net (loss) income	10,858				10,858
Ending balance (in shares) at Sep. 30, 2023		46,427,000
Balance at ending of period at Sep. 30, 2023	$ 831,551	$ 46		963,181	(131,666)	(10)
Beginning balance (in shares) at Dec. 31, 2023	46,481,174	46,481,000
Treasury Shares, Beginning balance (in shares) at Sep. 30, 2024	(837,240)		(837,000)
Balance at beginning of period at Dec. 31, 2023	$ 870,130	$ 46	$ 0	976,633	(106,796)	247
Increase (Decrease) in Stockholders' Equity
Vested restricted stock units (in shares)		448,000
Vested restricted stock units	1	$ 1
Common stock withheld for employee withholding tax liabilities on vested restricted stock units	$ (414)			(414)
Common stock issued under employee stock purchase plan (in shares)	56,077	56,000
Common stock issued under employee stock purchase plan	$ 1,364			1,364
Stock-based compensation	38,905			38,905
Purchase of treasury stock, inclusive of excise taxes (in shares)			(837,000)
Purchase of treasury stock, inclusive of excise tax	(25,121)		$ (25,121)
Purchase of capped call transaction, net of tax	(20,112)			(20,112)
Other comprehensive income (Note 10)	431					431
Net (loss) income	$ (115,601)				(115,601)
Ending balance (in shares) at Sep. 30, 2024	46,148,146	46,985,000
Treasury Shares, Ending balance (in shares) at Dec. 31, 2023	0		0
Balance at ending of period at Sep. 30, 2024	$ 749,583	$ 47	$ (25,121)	996,376	(222,397)	678
Beginning balance (in shares) at Jun. 30, 2024		46,954,000
Treasury Shares, Beginning balance (in shares) at Sep. 30, 2024	(837,240)		(837,000)
Balance at beginning of period at Jun. 30, 2024	$ 879,278	$ 47	$ (25,121)	983,178	(78,931)	105
Increase (Decrease) in Stockholders' Equity
Vested restricted stock units (in shares)		31,000
Common stock withheld for employee withholding tax liabilities on vested restricted stock units	(32)			(32)
Stock-based compensation	13,230			13,230
Other comprehensive income (Note 10)	573					573
Net (loss) income	$ (143,466)				(143,466)
Ending balance (in shares) at Sep. 30, 2024	46,148,146	46,985,000
Treasury Shares, Ending balance (in shares) at Jun. 30, 2024			(837,000)
Balance at ending of period at Sep. 30, 2024	$ 749,583	$ 47	$ (25,121)	$ 996,376	$ (222,397)	$ 678

CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER

Contingent consideration (gains) charges, restructuring charges and other for the three and nine months ended September 30, 2024 and 2023 summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Flexion contingent consideration	$	(3,244)	$	2,793	$	(5,541)	$	(3,847)
Restructuring charges	1,193		173		7,724		1,109


Acquisition-related expenses	285		390		689		1,588




Total contingent consideration (gains) charges, restructuring charges and other	$	(1,766)	$	3,356	$	2,872	$	(1,150)

Flexion Acquisition Contingent Consideration

The Company recognized gains of $3.2 million and $5.5 million related to contingent consideration during the three and nine months ended September 30, 2024, respectively. The Company recognized a charge of $2.8 million and a gain of $3.8 million related to contingent consideration during the three and nine months ended September 30, 2023, respectively. 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 and iovera° up to an additional $255.85 when providers administer iovera° in ambulatory surgical centers and outpatient settings beginning in January 2025 as part of the Non-Opioids Prevent Addiction In the Nation (“NOPAIN”) Act and broader commercial initiatives in key areas, such as strategic national accounts, marketing and market access and reimbursement. The Company recognized $1.2 million and $7.7 million of restructuring charges for the three and nine months ended September 30, 2024, respectively, 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 September 30, 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	3,169		1,038		4,207

Cash payments made / settled	(1,487)		(20)		(1,507)
Balances at September 30, 2024	$	1,682	$	1,018	$	2,700
(1) During the three and nine months ended September 30, 2024, there was $0.8 million and $3.5 million, respectively, 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.

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

Acquisition-Related Expenses

The Company recognized acquisition-related expenses of $0.3 million and $0.7 million during the three and nine months ended September 30, 2024, respectively. The Company recognized acquisition-related expenses of $0.4 million and $1.6 million during the three and nine months ended September 30, 2023, respectively. These costs primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

FINANCIAL INSTRUMENTS - Schedule of Carrying Amount and Fair Value of the Long-Term Debt (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2024	May 31, 2024	May 09, 2024	Jul. 31, 2020
Financial Liabilities:
Closing sale price (in dollars per share)	$ 15.05		$ 29.86
2.125% Convertible senior notes due May 2029 \| Unsecured Debt
Financial Liabilities:
Stated interest rate (as a percent)	2.125%	2.125%
Initial conversion price of notes into common stock (in dollars per share)	$ 39.56	$ 39.56
0.750% Convertible senior notes due August 2025
Financial Liabilities:
Maximum conversion premium (in shares)	2.8
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			$ 71.78
Carrying Value
Financial Assets:
Equity investments	$ 15,877
Convertible notes receivable	12,157
Financial Liabilities:
Acquisition-related contingent consideration	19,157
Carrying Value \| Term loan A facility maturing March 2028 \| Term Loan
Financial Liabilities:
Convertible senior notes	107,024
Carrying Value \| 2.125% Convertible senior notes due May 2029 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	278,867
Carrying Value \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	201,466
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 \| 2.125% Convertible senior notes due May 2029 \| Unsecured Debt
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 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	107,584
Fair Value Measurements Using \| Level 2 \| 2.125% Convertible senior notes due May 2029 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	217,603
Fair Value Measurements Using \| Level 2 \| 0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Financial Liabilities:
Convertible senior notes	193,514
Fair Value Measurements Using \| Level 3
Financial Assets:
Equity investments	15,877
Convertible notes receivable	12,157
Financial Liabilities:
Acquisition-related contingent consideration	19,157
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 \| 2.125% Convertible senior notes due May 2029 \| Unsecured Debt
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

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 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 From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Income
Balance at December 31, 2023	$	124	$	123	$	247
Net unrealized gain on investments, net of tax(1)	437		—		437
Foreign currency translation adjustments	—		(6)		(6)

Balance at September 30, 2024	$	561	$	117	$	678


	Net Unrealized Loss From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Loss
Balance at December 31, 2022	$	(523)	$	143	$	(380)
Net unrealized gain on investments, net of tax (1)	362		—		362
Foreign currency translation adjustments	—		8		8
Balance at September 30, 2023	$	(161)	$	151	$	(10)

(1) Net of a $0.1 million tax benefit and $0.2 million tax expense for the nine months ended September 30, 2024 and 2023, respectively.

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
(Loss) income before income taxes:
Domestic	$ (140,309)	$ 16,631	$ (89,656)	$ 29,047
Foreign	1,453	(30)	1,024	(1,066)
(Loss) income before income taxes	(138,856)	16,601	(88,632)	27,981
Income tax expense	$ 4,610	$ 5,743	$ 26,969	$ 10,896
Effective tax rate (in percent)	(3.00%)	35.00%	(30.00%)	39.00%
Income tax payable	$ 1,000		$ 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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- Definition

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

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+ Details

STOCK PLANS - Schedule of Stock Based Compensation Activity (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Stock Options
Outstanding beginning of period (in shares) \| shares	7,079,748
Granted (in shares) \| shares	1,164,323
Forfeited (in shares) \| shares	(240,232)
Expired (in shares) \| shares	(1,108,285)
Outstanding end of period (in shares) \| shares	6,895,554
Weighted Average Exercise Price (Per Share)
Outstanding beginning of period (in dollars per share) \| $ / shares	$ 49.40
Granted (in dollars per share) \| $ / shares	30.87
Forfeited (in dollars per share) \| $ / shares	45.52
Expired (in dollars per share) \| $ / shares	61.72
Outstanding at end of period (in dollars per share) \| $ / shares	$ 44.42
Restricted stock units
Number of Restricted Stock Units
Unvested at beginning of period (in shares) \| shares	1,364,618
Granted (in shares) \| shares	1,936,065
Vested (in shares) \| shares	(461,715)
Forfeited (in shares) \| shares	(239,810)
Unvested at end of period in shares) \| shares	2,599,158
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	28.82
Vested (in dollars per share) \| $ / shares	49.33
Forfeited (in dollars per share) \| $ / shares	39.41
Unvested at end of period (in dollars per share) \| $ / shares	$ 33.90

STOCK PLANS

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

STOCK PLANS

Stock Incentive Plans

In April 2014, the Company’s board of directors approved and adopted the Company’s 2014 Inducement Plan (the “2014 Inducement Plan”), pursuant to which awards could be made to new employees under the 2014 Inducement Plan for up to 175,000 shares of the Company’s common stock as a material inducement to such persons entering into employment with the Company. In December 2023, the board of directors, upon recommendation of the compensation committee of the board of directors, adopted the Pacira BioSciences, Inc. Amended and Restated 2014 Inducement Plan (as amended and restated, the “Inducement Plan”) such that, among other things, an additional 642,093 shares of the Company’s common stock were reserved for issuance under the Inducement Plan. In September 2024, the board of directors again amended the Inducement Plan upon the recommendation of the compensation committee to add an additional 707,907 shares of the Company’s common stock to bring the total amount of shares reserved for issuance under the Inducement Plan to 1,525,000, of which 685,407 shares remain available for issuance, and the term of the Inducement Plan was extended such that it will now expire on September 3, 2034.

The Inducement Plan allows the granting of nonstatutory stock options, restricted stock awards and other stock-based awards.

Stock-Based Compensation

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of goods sold	$	1,509	$	1,272	$	3,896	$	4,432
Research and development	1,794		2,220		5,522		5,817
Selling, general and administrative	9,137		9,038		25,970		25,226
Contingent consideration (gains) charges, restructuring charges and other	790		—		3,517		—
Total	$	13,230	$	12,530	$	38,905	$	35,475

Stock-based compensation from:
Stock options	$	4,767	$	5,957	$	17,292	$	18,163
Restricted stock units	8,276		6,373		21,003		16,592
Employee stock purchase plan	187		200		610		720
Total	$	13,230	$	12,530	$	38,905	$	35,475

Equity Awards

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the nine months ended September 30, 2024:


Stock Options	Number of Stock Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2023	7,079,748	$	49.40
Granted	1,164,323	30.87

Forfeited	(240,232)	45.52
Expired	(1,108,285)	61.72
Outstanding at September 30, 2024	6,895,554	44.42


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	1,936,065	28.82
Vested	(461,715)	49.33
Forfeited	(239,810)	39.41
Unvested at September 30, 2024	2,599,158	33.90

The weighted average fair value of stock options granted during the nine months ended September 30, 2024 was $13.13 per share. The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:


Black-Scholes Weighted Average Assumption						Nine Months Ended September 30, 2024
Expected dividend yield						None
Risk-free interest rate						3.98%
Expected volatility						40.8%
Expected term of options						5.23 years

Employee Stock Purchase Plan

The Company’s Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP, features two six-month offering periods per year, running from January 1 to June 30 and July 1 to December 31. Under the ESPP, employees may elect to contribute after-tax earnings to purchase shares at 85% of the closing fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is lesser. During the nine months ended September 30, 2024, 56,077 shares were purchased and issued through the ESPP.

REVENUE - Narrative (Details)	9 Months Ended
REVENUE - Narrative (Details)	Sep. 30, 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

STOCK PLANS - Schedule of Valuation Assumptions (Details) - Stock options	9 Months Ended
	Sep. 30, 2024
Stock Incentive Plans
Expected dividend yield (as a percent)	0.00%
Risk free interest rate (as a percent)	3.98%
Expected volatility (as a percent)	40.80%
Expected term of options (in years)	5 years 2 months 23 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 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 December 31, 2023 was $163.2 million.

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination and is subject to impairment testing at least annually or upon the occurrence of a triggering event that could indicate a potential impairment. During the three months ended September 30, 2024, the FDA approved a generic competitor to EXPAREL and a U.S. District Court ruled that one of the Company’s patents was not valid (for more information, see Note 15, Commitments and Contingencies). The Company determined that these events, combined with a subsequent decrease in the Company’s common stock price, indicated that it was more likely than not that the fair value of goodwill may be less than its carrying value, which required the Company to perform a quantitative impairment test. This was performed by comparing the fair value of the Company with its carrying value. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is indicated, requiring recognition of a goodwill impairment charge up to the carrying value of goodwill. The fair value of the Company was calculated through an income approach, in which the Company calculated the fair value based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to assume fair value. The Company’s estimates of future cash flows consider past performance, current and anticipated market conditions, internal projections and operating plans which incorporate estimates for sales growth and future margins. Additional assumptions include forecasted growth rates, estimated discount rates and the probability of success for the Company’s product pipeline candidate products. The assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes. Such assumptions are subject to change due to changing economic and competitive conditions. The conclusion of the income approach as of September, 30, 2024 resulted in the carrying value of the Company exceeding its fair value by more than the goodwill balance. As a result, the goodwill balance of $163.2 million was fully impaired during the three months ended September 30, 2024.

As detailed further in Note 5, Fixed Assets, certain events during the three months ended September 30, 2024 constituted impairment indicators under ASC 360 Property, Plant and Equipment. As of September 30, 2024, the Company performed a quantitative recoverability test of the carrying values of its asset group. The Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and found that no impairment charge to long-lived assets was necessary. Intangible assets were included within the assessed long-lived assets.

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):


September 30, 2024	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(184,615)	$	405,385	10 years, 5 months
Customer relationships	90		(49)		41		10 years
Total finite-lived intangible assets, net	590,090		(184,664)		405,426
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(184,664)	$	440,292

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 September 30, 2024 and 2023. Amortization expense on intangible assets was $43.0 million for both the nine months ended September 30, 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 $14.3 million for the remaining three 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.

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	May 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Jul. 31, 2020
Term Loan \| Term loan A facility maturing March 2028
Debt Instrument [Line Items]
Long-term debt	$ 108,125		$ 116,563
Deferred financing costs	(798)		(988)
Discount on debt	(303)		(373)	$ (400)
Total debt, net of deferred financing costs	$ 107,024		115,202
Unsecured Debt \| 2.125% Convertible senior notes due May 2029
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.125%	2.125%
Long-term debt	$ 287,500
Deferred financing costs	(8,633)
Total debt, net of deferred financing costs	$ 278,867		0
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	$ 202,500		402,500
Deferred financing costs	(1,034)		(3,906)
Total debt, net of deferred financing costs	$ 201,466		$ 398,594

LEASES (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Operating Lease Expense and Other Operating Lease Information

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Fixed lease costs	$	3,459	$	3,559	$	10,416	$	10,818
Variable lease costs	562		499		1,345		1,444
Sublease income	(56)		(167)		(248)		(489)
Total	$	3,965	$	3,891	$	11,513	$	11,773

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


	Nine Months Ended
	September 30,
	2024		2023
Cash paid for operating lease liabilities, net of lease incentives	$	9,686	$	11,055

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


	September 30,
	2024		2023
Weighted average remaining lease term	5.36 years		6.26 years
Weighted average discount rate	6.99	%	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 three months)	$	3,264
2025	12,788
2026	12,823
2027	12,587
2028	10,924
Thereafter	16,426
Total future lease payments	68,812
Less: imputed interest	(11,746)
Total operating lease liabilities	$	57,066

REVENUE (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net product sales:
EXPAREL	$	132,004	$	128,667	$	401,286	$	394,202
ZILRETTA	28,420		28,798		84,966		82,393
iovera°	5,655		5,260		16,359		13,645
Bupivacaine liposome injectable suspension	1,643		858		7,322		2,241
Total net product sales	$	167,722	$	163,583	$	509,933	$	492,481

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 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 September 30, 2024, and for the three and nine-month periods ended September 30, 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 September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Largest wholesaler	35%	33%	35%	33%
Second largest wholesaler	23%	24%	23%	24%
Third largest wholesaler	20%	19%	20%	20%
Total	78%	76%	78%	77%

Recent Accounting Pronouncements Not Adopted as of September 30, 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 - Schedule of Major Categories (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
FIXED ASSETS
Total	$ 296,579	$ 309,233
Less: accumulated depreciation	(129,727)	(135,306)
Fixed assets, net	166,852	173,927
Machinery and equipment
FIXED ASSETS
Total	154,652	121,773
Disposals	19,000
Manufacturing capacity expansion	76,100
Leasehold improvements
FIXED ASSETS
Total	80,956	61,826
Computer equipment and software
FIXED ASSETS
Total	23,797	17,186
Office furniture and equipment
FIXED ASSETS
Total	2,645	2,543
Construction in progress
FIXED ASSETS
Total	34,529	$ 105,905
Manufacturing capacity expansion	$ (76,100)

STOCKHOLDERS' EQUITY (Details) - USD ($)		3 Months Ended		9 Months Ended
STOCKHOLDERS' EQUITY (Details) - USD ($)	May 10, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 08, 2024	May 07, 2024
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period		$ 879,278,000	$ 807,975,000	$ 870,130,000	$ 775,010,000
Other comprehensive (loss) income		573,000	163,000	431,000	370,000
Balance at ending of period		749,583,000	831,551,000	749,583,000	831,551,000
Unrealized gain (loss) on investments, tax expense (benefit)				(100,000)	200,000
Aggregate purchase						$ 150,000,000	$ 150,000,000
Treasury stock acquired (in shares)	837,240
Treasury stock acquired value	$ 25,100,000			25,121,000
Accrued excise tax on treasury stock	$ 100,000
Net Unrealized Gain 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				437,000	362,000
Balance at ending of period		561,000	(161,000)	561,000	(161,000)
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				(6,000)	8,000
Balance at ending of period		117,000	151,000	117,000	151,000
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period		105,000	(173,000)	247,000	(380,000)
Other comprehensive (loss) income		573,000	163,000	431,000	370,000
Balance at ending of period		$ 678,000	$ (10,000)	$ 678,000	$ (10,000)

STOCK PLANS (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of goods sold	$	1,509	$	1,272	$	3,896	$	4,432
Research and development	1,794		2,220		5,522		5,817
Selling, general and administrative	9,137		9,038		25,970		25,226
Contingent consideration (gains) charges, restructuring charges and other	790		—		3,517		—
Total	$	13,230	$	12,530	$	38,905	$	35,475

Stock-based compensation from:
Stock options	$	4,767	$	5,957	$	17,292	$	18,163
Restricted stock units	8,276		6,373		21,003		16,592
Employee stock purchase plan	187		200		610		720
Total	$	13,230	$	12,530	$	38,905	$	35,475

Schedule of the Company's Stock Option Activity and Restricted Stock Unit Activity

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the nine months ended September 30, 2024:


Stock Options	Number of Stock Options	Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2023	7,079,748	$	49.40
Granted	1,164,323	30.87

Forfeited	(240,232)	45.52
Expired	(1,108,285)	61.72
Outstanding at September 30, 2024	6,895,554	44.42


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	1,936,065	28.82
Vested	(461,715)	49.33
Forfeited	(239,810)	39.41
Unvested at September 30, 2024	2,599,158	33.90

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

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


Black-Scholes Weighted Average Assumption						Nine Months Ended September 30, 2024
Expected dividend yield						None
Risk-free interest rate						3.98%
Expected volatility						40.8%
Expected term of options						5.23 years

REVENUE - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total net product sales	$ 168,573	$ 163,926	$ 513,713	$ 493,734
EXPAREL
Disaggregation of Revenue [Line Items]
Total net product sales	132,004	128,667	401,286	394,202
ZILRETTA
Disaggregation of Revenue [Line Items]
Total net product sales	28,420	28,798	84,966	82,393
iovera°
Disaggregation of Revenue [Line Items]
Total net product sales	5,655	5,260	16,359	13,645
Bupivacaine liposome injectable suspension
Disaggregation of Revenue [Line Items]
Total net product sales	1,643	858	7,322	2,241
Total net product sales
Disaggregation of Revenue [Line Items]
Total net product sales	$ 167,722	$ 163,583	$ 509,933	$ 492,481

- Definition

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

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Section 50
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Section 50
-Paragraph 32
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

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


	September 30,		December 31,
	2024		2023
Raw materials	$	52,533	$	54,099
Work-in-process	23,100		31,215
Finished goods	36,232		19,039
Total	$	111,865	$	104,353

FIXED ASSETS

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

FIXED ASSETS

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


	September 30,		December 31,
	2024		2023
Machinery and equipment (1) (2)	$	154,652	$	121,773
Leasehold improvements (2)	80,956		61,826
Computer equipment and software (2)	23,797		17,186
Office furniture and equipment	2,645		2,543
Construction in progress (2)	34,529		105,905
Total	296,579		309,233
Less: accumulated depreciation (1)	(129,727)		(135,306)
Fixed assets, net	$	166,852	$	173,927

(1) During the nine months ended September 30, 2024, the Company disposed $19.0 million of fully depreciated machinery and equipment associated with its 45-liter EXPAREL manufacturing process at its contract manufacturing facility located in Swindon, England. The Company continues to operate its 200-liter EXPAREL manufacturing process at the same facility.

(2) During the nine months ended September 30, 2024, a 200-liter EXPAREL manufacturing suite at the Company’s Science Center Campus in San Diego, California was placed into service, for which approximately $76.1 million was reclassified from construction in progress to machinery and equipment, leasehold improvements and computer equipment and software.

For the three months ended September 30, 2024 and 2023, depreciation expense was $6.0 million and $4.1 million, respectively. For the three months ended September 30, 2024 and 2023, there was $0.5 million and $0.7 million of capitalized interest on the construction of manufacturing sites, respectively.

For the nine months ended September 30, 2024 and 2023, depreciation expense was $14.6 million and $14.1 million, respectively. For the nine months ended September 30, 2024 and 2023, there was $1.9 million and $2.8 million of capitalized interest on the construction of manufacturing sites, respectively.

At September 30, 2024 and December 31, 2023, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located in Europe in the amount of $30.4 million and $36.8 million, respectively.

As of September 30, 2024 and December 31, 2023, the Company had asset retirement obligations of $4.1 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.

During the three months ended September 30, 2024, the United States Food and Drug Administration, or FDA, approved a generic competitor to EXPAREL and a U.S. District Court ruled that one of the Company’s patents was not valid (for more information, see Note 15, Commitments and Contingencies). The Company determined that these events and a subsequent decrease in the Company’s common stock price constituted impairment indicators under ASC 360 Property, Plant and Equipment. As of September 30, 2024, the Company performed a quantitative recoverability test of the carrying values of its asset group. The Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and found that no impairment charge to long-lived assets was necessary.

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

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


September 30, 2024	Gross Carrying Value		Accumulated Amortization		Intangible Assets, Net		Weighted-Average Useful Lives
Developed technologies	$	590,000	$	(184,615)	$	405,385	10 years, 5 months
Customer relationships	90		(49)		41		10 years
Total finite-lived intangible assets, net	590,090		(184,664)		405,426
Acquired IPR&D	34,866		—		34,866
Total intangible assets, net	$	624,956	$	(184,664)	$	440,292

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

LEASES - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
2024 (remaining three months)	$ 3,264
2025	12,788
2026	12,823
2027	12,587
2028	10,924
Thereafter	16,426
Total future lease payments	68,812
Less: imputed interest	(11,746)
Total operating lease liabilities	$ 57,066

FINANCIAL INSTRUMENTS - Schedule of Change in Contingent Consideration Recorded at Fair Value Using Level 3 Measurements (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value adjustments and accretion	$ 23	$ 61
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	24,698	28,122
Fair value adjustments and accretion	(5,541)	(3,424)
Ending balance	$ 19,157	$ 24,698

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 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 pending. 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 expired 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 expired 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 patent was conducted in February 2024, and in August 2024, the U.S. District Court for the District of New Jersey issued its ruling in the patent infringement suit for the ‘495 patent. The ruling found that claim 7 of the ‘495 patent is not valid on the grounds of obviousness and anticipation. A notice of appeal was filed in September 2024 and remains pending. In April 2023, the Company filed a third patent infringement suit against eVenus, its parent company, and Fresenius Kabi USA, LLC, or Fresenius, 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. This action has been stayed pending resolution of the appeal of the U.S. District Court’s ruling on the ‘495 patent. In May 2024, the Company filed a fourth patent infringement suit against eVenus, its parent company and Fresenius in the U.S. District Court for the District of New Jersey (24-cv-6294) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S. Patent Nos. 11,819,574 (the ‘574 patent) and 11,819,575 (the ‘575 patent). The Company subsequently filed a First Amended Complaint alleging infringement only with respect to the ‘574 patent. The Defendants filed an answer and counterclaim on September 25, 2024, with counterclaims alleging non-infringement and invalidity of the ‘574 patent, invalidity of the ‘575 patent and U.S. Patent No. 11,925,706 (the ‘706 patent) and inequitable conduct with respect to the ‘574, ‘575 and ‘706 patents. This action is in the pleadings stage. In July 2024, the Company filed a fifth patent infringement suit against eVenus, its parent company and Fresenius in the U.S. District Court for the District of New Jersey (24-cv-7680) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe the ‘706 patent. The Company voluntarily filed a stipulation of dismissal without prejudice on September 9, 2024. The Company is unable to predict the outcome of these litigations at this time. In July 2024, eVenus received FDA approval of a generic version of EXPAREL—the Company’s bupivacaine liposome injectable suspension product. Argentum Request for Ex Parte Reexamination of ‘495 Patent On October 3, 2024, Argentum Pharmaceuticals LLC, or Argentum, filed a Request for Ex Parte Reexamination of the ‘495 patent. Specifically, Argentum alleged that claims 1, 7 and 8 of the ‘495 patent are obvious and cite to U.S. Patent No. 9,585,838 and the Physician’s Desk Reference in support of its allegation. The Company is unable to predict the outcome of this proceeding 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 was conducted in 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 that its pediatric studies requirement had been waived for the indications of brachial plexus interscalene and lower extremity 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 (enekinragene inzadenovec), a novel, locally administered gene therapy product candidate that boosts cellular production of the anti-inflammatory protein interleukin-1 receptor antagonist (IL-1Ra) for 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 2017, Flexion entered into an agreement with GQ Bio Therapeutics GmbH, or GQ Bio, 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 clinical trial and up to an additional $51.5 million in development and global regulatory approval milestone payments. Also in 2017, in an agreement between The Baylor College of Medicine, or Baylor, and GQ Bio, the Company became the direct licensee of certain underlying Baylor patents and other proprietary rights related to PCRX-201. The license agreement grants the Company an exclusive, royalty-bearing, world-wide right and license under its patent and other proprietary rights directly related to PCRX-201. The license agreement with Baylor includes a low single-digit royalty on net product sales of PCRX-201. Milestone payments range from $0.1 million up to $0.6 million based on the completion of a Phase 1 FDA trial up to a Phase 3 clinical trial. 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.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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)	46,985,386	46,481,174
Common stock, shares outstanding (in shares)	46,148,146	46,481,174
Treasury stock (in shares)	837,240	0

DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	May 31, 2024	Dec. 31, 2023	Jul. 31, 2020
Secured and Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 587,357		$ 522,437
Term loan A facility maturing March 2028 \| Term Loan
Debt Instrument [Line Items]
Long-term debt	$ 107,024		115,202
2.125% Convertible senior notes due May 2029 \| Unsecured Debt
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.125%	2.125%
Long-term debt	$ 278,867		0
0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.75%			0.75%
Long-term debt	$ 201,466		398,594
3.375% Convertible senior notes due May 2024 \| Unsecured Debt
Debt Instrument [Line Items]
Stated interest rate (as a percent)	3.375%
Long-term debt	$ 0		$ 8,641

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total revenues	$ 168,573	$ 163,926	$ 513,713	$ 493,734
Operating expenses:
Cost of goods sold	38,864	39,750	130,542	136,977
Research and development	19,104	20,830	57,680	56,794
Selling, general and administrative	74,333	67,947	214,485	203,640
Amortization of acquired intangible assets	14,322	14,322	42,966	42,966
Goodwill impairment	163,243	0	163,243	0
Contingent consideration (gains) charges, restructuring charges and other	(1,766)	3,356	2,872	(1,150)
Total operating expenses	308,100	146,205	611,788	439,227
(Loss) income from operations	(139,527)	17,721	(98,075)	54,507
Other income (expense):
Interest income	5,482	2,766	14,134	8,019
Interest expense	(4,689)	(3,464)	(11,889)	(16,918)
Gain (loss) on early extinguishment of debt	0	0	7,518	(16,926)
Other, net	(122)	(422)	(320)	(701)
Total other income (expense), net	671	(1,120)	9,443	(26,526)
(Loss) income before income taxes	(138,856)	16,601	(88,632)	27,981
Income tax expense	(4,610)	(5,743)	(26,969)	(10,896)
Net (loss) income	$ (143,466)	$ 10,858	$ (115,601)	$ 17,085
Net (loss) income per common share:
Basic net (loss) income per common share (in dollars per share)	$ (3.11)	$ 0.23	$ (2.50)	$ 0.37
Diluted net (loss) income per common share (in dollars per share)	$ (3.11)	$ 0.23	$ (2.50)	$ 0.37
Weighted average common shares outstanding:
Basic (in shares)	46,134	46,416	46,269	46,151
Diluted (in shares)	46,134	52,067	46,269	46,343
Net product sales
Revenues:
Total revenues	$ 167,722	$ 163,583	$ 509,933	$ 492,481
Royalty revenue
Revenues:
Total revenues	$ 851	$ 343	$ 3,780	$ 1,253

LEASES - Schedule of Operating Lease Expense and Other Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lease, Cost [Abstract]
Fixed lease costs	$ 3,459	$ 3,559	$ 10,416	$ 10,818
Variable lease costs	562	499	1,345	1,444
Sublease income	(56)	(167)	(248)	(489)
Total	$ 3,965	$ 3,891	11,513	11,773
Cash Flow, Operating Activities, Lessee [Abstract]
Cash paid for operating lease liabilities, net of lease incentives			$ 9,686	$ 11,055
Weighted average remaining lease term (in years)	5 years 4 months 9 days	6 years 3 months 3 days	5 years 4 months 9 days	6 years 3 months 3 days
Weighted average discount rate (in percent)	6.99%	7.03%	6.99%	7.03%

DEBT (Tables)

9 Months Ended

Sep. 30, 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):


	September 30,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	107,024	$	115,202
2.125% Convertible senior notes due May 2029	278,867		—
0.750% Convertible senior notes due August 2025	201,466		398,594
3.375% Convertible senior notes due May 2024 (1)	—		8,641
Total	$	587,357	$	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):


	September 30,		December 31,
	2024		2023
Term loan A facility maturing March 2028	$	108,125	$	116,563
Deferred financing costs	(798)		(988)
Discount on debt	(303)		(373)
Total debt, net of debt discount and deferred financing costs	$	107,024	$	115,202

The total debt composition of the 2029 Notes is as follows (in thousands):


	September 30,
	2024
2.125% convertible senior notes due May 2029	$	287,500
Deferred financing costs	(8,633)

Total debt, net of deferred financing costs	$	278,867

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


	September 30,		December 31,
	2024		2023
0.750% convertible senior notes due August 2025	$	202,500	$	402,500
Deferred financing costs	(1,034)		(3,906)

Total debt, net of deferred financing costs	$	201,466	$	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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Contractual interest expense	$	4,296		$	3,471		$	11,404		$	16,670
Amortization of debt issuance costs	840			683			2,284			2,311
Amortization of debt discount	23			25			70			728
Capitalized interest (Note 5)	(470)			(715)			(1,869)			(2,791)
Total	$	4,689		$	3,464		$	11,889		$	16,918

Effective interest rate on total debt	3.03		%	2.98		%	3.00		%	3.96		%

- Definition

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

+ References

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-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

STOCK PLANS - Schedule of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based compensation from:
Total	$ 13,230	$ 12,530	$ 38,905	$ 35,475
Stock options
Stock-based compensation from:
Total	4,767	5,957	17,292	18,163
Restricted stock units
Stock-based compensation from:
Total	8,276	6,373	21,003	16,592
Employee stock purchase plan
Stock-based compensation from:
Total	187	200	610	720
Cost of goods sold
Stock-based compensation from:
Total	1,509	1,272	3,896	4,432
Research and development
Stock-based compensation from:
Total	1,794	2,220	5,522	5,817
Selling, general and administrative
Stock-based compensation from:
Total	9,137	9,038	25,970	25,226
Contingent consideration (gains) charges, restructuring charges and other
Stock-based compensation from:
Total	$ 790	$ 0	$ 3,517	$ 0

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

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

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
(Loss) income before income taxes:
Domestic	$	(140,309)		$	16,631		$	(89,656)		$	29,047
Foreign	1,453			(30)			1,024			(1,066)
Total (loss) income before income taxes	$	(138,856)		$	16,601		$	(88,632)		$	27,981

Income tax expense	$	4,610		$	5,743		$	26,969		$	10,896
Effective tax rate	(3)		%	35		%	(30)		%	39		%

CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 29, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Changes in contingent consideration				$ (5,541,000)	$ (3,847,000)
Charges incurred		$ 1,193,000	$ 173,000	7,724,000	1,109,000
Acquisition-related expenses		285,000	390,000	689,000	1,588,000
EXPAREL
Business Acquisition [Line Items]
EXPAREL at average sales price margin	6.00%
iovera°
Business Acquisition [Line Items]
Additional Medicare reimbursement per patient (up to)	$ 255.85
Flexion
Business Acquisition [Line Items]
Changes in contingent consideration		(3,244,000)	2,793,000	(5,541,000)	(3,847,000)
Acquisition-related expenses		$ 300,000	$ 400,000	$ 700,000	$ 1,600,000

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 590,090	$ 590,090
Accumulated Amortization	(184,664)	(141,698)
Intangible Assets, Net	405,426	448,392
Gross Carrying Value	624,956	624,956
Intangible Assets, Net	440,292	483,258
Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	590,000	590,000
Accumulated Amortization	(184,615)	(141,655)
Intangible Assets, Net	$ 405,385	$ 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	(49)	(43)
Intangible Assets, Net	$ 41	$ 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

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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		46,173,240
Entity Central Index Key	0001396814
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

INCOME TAXES

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
(Loss) income before income taxes:
Domestic	$	(140,309)		$	16,631		$	(89,656)		$	29,047
Foreign	1,453			(30)			1,024			(1,066)
Total (loss) income before income taxes	$	(138,856)		$	16,601		$	(88,632)		$	27,981

Income tax expense	$	4,610		$	5,743		$	26,969		$	10,896
Effective tax rate	(3)		%	35		%	(30)		%	39		%

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

The Company’s effective tax rate for the three months ended September 30, 2024 is primarily impacted by non-deductible goodwill impairment charges. The Company’s effective tax rate for the nine months ended September 30, 2024 is primarily impacted by non-deductible goodwill impairment charges and costs related to non-deductible stock-based compensation, mainly related to expired stock options.

The Company’s effective tax rate for the three and nine months ended September 30, 2023 includes costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by credits and a fair value adjustment for the contingent consideration.

As of September 30, 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 tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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Reference 4: 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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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Reserve [Roll Forward]
Charges incurred	$ 1,193	$ 173	$ 7,724	$ 1,109
Long-term Growth
Restructuring Reserve [Roll Forward]
Beginning balance			0
Charges incurred			4,207
Cash payments made / settled			(1,507)
Ending balance	2,700		2,700
Employee Termination Benefits \| Long-term Growth
Restructuring Reserve [Roll Forward]
Beginning balance			0
Charges incurred			3,169
Cash payments made / settled			(1,487)
Ending balance	1,682		1,682
Non-cash share-based compensation	800		3,500
Contract Termination Costs \| Long-term Growth
Restructuring Reserve [Roll Forward]
Beginning balance			0
Charges incurred			1,038
Cash payments made / settled			(20)
Ending balance	$ 1,018		$ 1,018

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 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 September 30, 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	$	12,157	$	—	$	—	$	12,157
Financial Liabilities:
Acquisition-related contingent consideration	$	19,157	$	—	$	—	$	19,157

Financial Liabilities Measured at Amortized Cost:
Term loan A facility due March 2028	$	107,024	$	—	$	107,584	$	—
2.125% convertible senior notes due 2029 (1)	$	278,867	$	—	$	217,603	$	—
0.750% convertible senior notes due 2025 (2)	$	201,466	$	—	$	193,514	$	—

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $15.05 per share on September 30, 2024, compared to a conversion price of $39.56 per share. At September 30, 2024, as the conversion price was above the stock price, the requirements for conversion have not been met.

(2) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $15.05 per share on September 30, 2024, compared to a conversion price of $71.78 per share. At September 30, 2024, as the conversion price was above the stock price, the requirements for conversion have not been met. The maximum conversion on the principal that could have been due on the 2025 Notes is 2.8 million shares of the Company’s common stock, which assumes no increase in the conversion rate for certain corporate events.

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	—		23		23
Balance at September 30, 2024	$	15,877	$	12,157	$	28,034

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $19.2 million and $24.7 million as of September 30, 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 investigational 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 and nine months ended September 30, 2024, the Company recognized contingent consideration gains of $3.2 million and $5.5 million, respectively, due to adjustments reflecting the probability of achieving the remaining Flexion regulatory milestone by the milestone expiration date, partially offset by revisions to the latest discount rates. During the three months ended September 30, 2023 the Company recorded charges of $2.8 million primarily due to market volatility which affects the liability’s present value. During the nine months ended September 30, 2023, the Company recognized gains of $3.8 million due to adjustments to long-term forecasts which reduced the probability of meeting the sales-based contingent consideration milestones by December 31, 2030, the expiration date for achieving the milestones. The gains recognized during the nine months ended September 30, 2023 were partially offset by a decrease in the assumed discount rate that is utilized in calculating the liability’s present value, based on a significant improvement in the Company’s incremental borrowing rate resulting from the TLA Credit Agreement entered into in March 2023. These adjustments were recorded within contingent consideration (gains) charges, restructuring charges and other in the condensed consolidated statements of operations. At September 30, 2024, the weighted average discount rate was 7.9%.

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


Assumption						Ranges Utilized as of September 30, 2024
Discount rates						7.3% to 8.6%
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	(5,541)

Balance at September 30, 2024	$	19,157

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, government and Yankee 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 (loss) income. At September 30, 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 September 30, 2024 and December 31, 2023 (in thousands):


September 30, 2024 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	37,525	$	78	$	—	$	37,603
Commercial paper	126,516		273		(15)		126,774
Corporate bonds	32,351		72		(5)		32,418
U.S. federal agency bonds	5,990		13		—		6,003

Yankee bond	5,018		29		—		5,047







Total	$	207,400	$	465	$	(20)	$	207,845


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 September 30, 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 September 30, 2024 and December 31, 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $0.3 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 September 30, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 38%, 18% 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 September 30, 2024, there were $0.3 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.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net (loss) income	$ (143,466)	$ 10,858	$ (115,601)	$ 17,085

- 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 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 2
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

FINANCIAL INSTRUMENTS - Schedule of Investments Without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	$ 28,011	$ 21,192
Purchases		6,758
Fair value adjustments and accretion	23	61
Ending balance	28,034	28,011
Equity Investments
Investments Without Readily Determinable Fair Value Roll Forward [Abstract]
Beginning balance	15,877	15,877
Purchases		0
Fair value adjustments and accretion	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
Fair value adjustments and accretion	23	61
Ending balance	$ 12,157	$ 12,134

NET (LOSS) INCOME PER COMMON SHARE - Schedule of Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net (loss) income—basic	$ (143,466)	$ 10,858	$ (115,601)	$ 17,085
Adjusted net (loss) income—diluted	$ (143,466)	$ 11,887	$ (115,601)	$ 17,085
Denominator:
Weighted average common shares outstanding - basic (in shares)	46,134	46,416	46,269	46,151
Computation of diluted securities:
Weighted average common shares outstanding—diluted - diluted (in shares)	46,134	52,067	46,269	46,343
Net (loss) income per common share:
Basic net (loss) income per common share (in dollars per share)	$ (3.11)	$ 0.23	$ (2.50)	$ 0.37
Diluted net (loss) income per common share (in dollars per share)	$ (3.11)	$ 0.23	$ (2.50)	$ 0.37
Dilutive effect of stock options
Computation of diluted securities:
Dilutive effect of stock options and RSUs (in shares)	0	20	0	68
Dilutive effect of RSUs
Computation of diluted securities:
Dilutive effect of stock options and RSUs (in shares)	0	23	0	122
Dilutive effect of ESPP purchase options
Computation of diluted securities:
Dilutive effect of stock options and RSUs (in shares)	0	0	0	2
Accounting Standards Update 2020-06
Numerator:
2025 Notes if-converted method adjustment	$ 0	$ 1,029	$ 0	$ 0
Computation of diluted securities:
ASU 2020-06 2025 Notes if-converted method adjustment (in shares)	0	5,608	0	0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net (loss) income	$ (115,601)	$ 17,085
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Goodwill impairment	163,243	0
Deferred taxes	17,113	9,014
Depreciation of fixed assets and amortization of intangible assets	57,542	57,089
Amortization of debt issuance costs	2,284	2,311
Amortization of debt discount	70	728
(Gain) loss on early extinguishment of debt	(7,518)	16,926
Stock-based compensation	38,905	35,475
Changes in contingent consideration	(5,541)	(3,847)
Other net (gains) losses	(53)	2,415
Changes in operating assets and liabilities:
Accounts receivable, net	4,903	1,440
Inventories, net	(7,512)	(457)
Prepaid expenses and other assets	(6,338)	(6,986)
Accounts payable	3,409	1,988
Accrued expenses and income taxes payable	12,546	(26,156)
Other liabilities	(1,195)	40
Net cash provided by operating activities	156,257	107,065
Investing activities:
Purchases of fixed assets	(8,518)	(13,363)
Purchases of available-for-sale investments	(207,017)	(111,682)
Sales of available-for-sale investments	132,627	200,970
Purchases of debt investments	0	(6,758)
Net cash (used in) provided by investing activities	(82,908)	69,167
Financing activities:
Proceeds from exercises of stock options	0	1,939
Proceeds from shares issued under employee stock purchase plan	1,364	1,672
Payment of employee withholding taxes on restricted stock unit vests	(414)	0
Purchase of treasury stock	(25,000)	0
Proceeds from 2029 convertible senior notes	287,500	0
Proceeds from Term loan A facility	0	149,550
Purchase of capped call transactions	(26,709)	0
Debt extinguishment costs	0	(5,750)
Payment of debt issuance and financing costs	(9,350)	(1,163)
Net cash provided by (used in) financing activities	19,318	(181,252)
Net increase (decrease) in cash and cash equivalents	92,667	(5,020)
Cash and cash equivalents, beginning of period	153,298	104,139
Cash and cash equivalents, end of period	245,965	99,119
Supplemental cash flow information:
Cash paid for interest	10,191	24,931
Net cash paid for income taxes	9,575	2,072
Non-cash investing and financing activities:
Fixed assets included in accounts payable and accrued liabilities	415	1,470
Excise tax on share repurchases included in accrued liabilities	121	0
3.375% Convertible senior notes due May 2024
Financing activities:
Repayment of convertible senior notes	(8,641)	0
0.750% Convertible senior notes due August 2025
Financing activities:
Repayment of convertible senior notes	(190,994)	0
Term Loan B Facility
Financing activities:
Repayment of Term loan facility	0	(296,875)
Term Loan A Facility
Financing activities:
Repayment of Term loan facility	$ (8,438)	$ (30,625)

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill recorded in connection with the acquisition	$ 0		$ 0		$ 163,243
Goodwill impairment	163,243	$ 0	163,243	$ 0
Amortization of acquired intangible assets	14,322	$ 14,322	42,966	$ 42,966
Amortization expense, remainder of fiscal year	14,300		14,300
Amortization expense, first period	57,300		57,300
Amortization expense, second period	57,300		57,300
Amortization expense, third period	57,300		57,300
Amortization expense, fourth period	57,300		57,300
Amortization expense, fifth period	57,300		57,300
Amortization expense, sixth period	57,300		57,300
Amortization expense, seventh period	37,400		37,400
Amortization expense, eighth period	7,900		7,900
Amortization expense, ninth period	$ 2,200		$ 2,200

FINANCIAL INSTRUMENTS - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
FINANCIAL INSTRUMENTS - Narrative (Details)	Nov. 30, 2021 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) wholesaler	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) wholesaler	Aug. 30, 2022 USD ($)
Concentration Risk [Line Items]
Changes in contingent consideration				$ (5,541,000)	$ (3,847,000)
Interest receivable		$ 300,000		$ 300,000		$ 400,000
Number of major customers \| wholesaler				3		3
Amount of allowance for doubtful accounts						$ 0
Major Customer One \| Accounts Receivable \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk (as a percent)				38.00%		37.00%
Major Customer Two \| Accounts Receivable \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk (as a percent)				18.00%		19.00%
Major Customer Three \| Accounts Receivable \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk (as a percent)				16.00%		16.00%
iovera°
Concentration Risk [Line Items]
Amount of allowance for doubtful accounts		$ 300,000		$ 300,000
Minimum
Concentration Risk [Line Items]
Maturities		1 year		1 year
Maximum
Concentration Risk [Line Items]
Maturities		3 years		3 years
Flexion And MyoScience Acquisition
Concentration Risk [Line Items]
Acquisition-related contingent consideration		$ 19,200,000		$ 19,200,000		$ 24,700,000
Flexion
Concentration Risk [Line Items]
Acquisition-related contingent consideration	$ 372,300,000						$ 425,500,000
Payment term	60 days
Changes in contingent consideration		$ (3,200,000)	$ 2,800,000	$ (5,500,000)	$ (3,800,000)
Flexion \| Weighted Average \| Level 3 \| Contingent Consideration \| Discount rates
Concentration Risk [Line Items]
Measurement input, contingent consideration		0.079		0.079
Flexion \| Minimum \| Level 3 \| Contingent Consideration \| Discount rates
Concentration Risk [Line Items]
Measurement input, contingent consideration		0.073		0.073
Flexion \| Maximum \| Level 3 \| Contingent Consideration \| Discount rates
Concentration Risk [Line Items]
Measurement input, contingent consideration		0.086		0.086

FIXED ASSETS - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
FIXED ASSETS - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
FIXED ASSETS
Depreciation expense	$ 6,000,000.0	$ 4,100,000	$ 14,600,000	$ 14,100,000
Capitalized interest	500,000	$ 700,000	1,900,000	$ 2,800,000
Fixed assets, net	166,852,000		166,852,000		$ 173,927,000
Asset retirement obligation	4,100,000		4,100,000		4,300,000
Impairment, long-lived asset, held-for-use	0
Europe \| Leasehold improvements
FIXED ASSETS
Fixed assets, net	$ 30,400,000		$ 30,400,000		$ 36,800,000

NET (LOSS) INCOME PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

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

The following table sets forth the computation of basic and diluted net (loss) income per common share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per common share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net (loss) income—basic	$	(143,466)	$	10,858	$	(115,601)	$	17,085
2025 Notes if-converted method adjustment	—		1,029		—		—

Adjusted net (loss) income—diluted	$	(143,466)	$	11,887	$	(115,601)	$	17,085





Denominator:
Weighted average common shares outstanding—basic	46,134		46,416		46,269		46,151
Computation of diluted securities:
2025 Notes if-converted method adjustment	—		5,608		—		—
Dilutive effect of stock options	—		20		—		68
Dilutive effect of RSUs	—		23		—		122
Dilutive effect of ESPP purchase options	—		—		—		2
Weighted average common shares outstanding—diluted	46,134		52,067		46,269		46,343
Net (loss) income per common share:
Basic and diluted net (loss) income per common share	$	(3.11)	$	0.23	$	(2.50)	$	0.37

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

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Weighted average number of stock options	6,925	7,057	7,305	5,953
2025 Notes	2,821	—	4,184	5,608
Weighted average number of RSUs	2,637	1,349	1,935	956
Weighted average ESPP purchase options	47	39	51	13
Total	12,430	8,445	13,475	12,530

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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

At September 30, 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	$	12,157	$	—	$	—	$	12,157
Financial Liabilities:
Acquisition-related contingent consideration	$	19,157	$	—	$	—	$	19,157

Financial Liabilities Measured at Amortized Cost:
Term loan A facility due March 2028	$	107,024	$	—	$	107,584	$	—
2.125% convertible senior notes due 2029 (1)	$	278,867	$	—	$	217,603	$	—
0.750% convertible senior notes due 2025 (2)	$	201,466	$	—	$	193,514	$	—

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	—		23		23
Balance at September 30, 2024	$	15,877	$	12,157	$	28,034

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 September 30, 2024
Discount rates						7.3% to 8.6%
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	(5,541)

Balance at September 30, 2024	$	19,157

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

The following summarizes the Company’s short-term and noncurrent available-for-sale investments at September 30, 2024 and December 31, 2023 (in thousands):


September 30, 2024 Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value (Level 2)
Current:
Asset-backed securities	$	37,525	$	78	$	—	$	37,603
Commercial paper	126,516		273		(15)		126,774
Corporate bonds	32,351		72		(5)		32,418
U.S. federal agency bonds	5,990		13		—		6,003

Yankee bond	5,018		29		—		5,047







Total	$	207,400	$	465	$	(20)	$	207,845


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

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 245,965	$ 153,298
Short-term available-for-sale investments	207,845	125,283
Accounts receivable, net	100,653	105,556
Inventories, net	111,865	104,353
Prepaid expenses and other current assets	23,641	21,504
Total current assets	689,969	509,994
Noncurrent available-for-sale investments	0	2,410
Fixed assets, net	166,852	173,927
Right-of-use assets, net	53,830	61,020
Goodwill	0	163,243
Intangible assets, net	440,292	483,258
Deferred tax assets	134,022	144,485
Investments and other assets	36,726	36,049
Total assets	1,521,691	1,574,386
Current liabilities:
Accounts payable	19,367	15,698
Accrued expenses	76,377	64,243
Lease liabilities	9,191	8,801
Current portion of convertible senior notes, net	201,466	8,641
Total current liabilities	306,401	97,383
Convertible senior notes, net	278,867	398,594
Long-term debt, net	107,024	115,202
Lease liabilities	47,875	54,806
Contingent consideration	19,157	24,698
Other liabilities	12,784	13,573
Total liabilities	772,108	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 September 30, 2024 and December 31, 2023	0	0
Common stock, par value $0.001; 250,000,000 shares authorized; 46,985,386 shares issued and 46,148,146 shares outstanding at September 30, 2024 and 46,481,174 shares issued and outstanding at December 31, 2023	47	46
Treasury stock, at cost, 837,240 and zero shares at September 30, 2024 and December 31, 2023, respectively, inclusive of excise tax	(25,121)	0
Additional paid-in capital	996,376	976,633
Accumulated deficit	(222,397)	(106,796)
Accumulated other comprehensive income	678	247
Total stockholders’ equity	749,583	870,130
Total liabilities and stockholders’ equity	$ 1,521,691	$ 1,574,386

INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 52,533	$ 54,099
Work-in-process	23,100	31,215
Finished goods	36,232	19,039
Total	$ 111,865	$ 104,353

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

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2024 and 2023 summarized below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Flexion contingent consideration	$	(3,244)	$	2,793	$	(5,541)	$	(3,847)
Restructuring charges	1,193		173		7,724		1,109


Acquisition-related expenses	285		390		689		1,588




Total contingent consideration (gains) charges, restructuring charges and other	$	(1,766)	$	3,356	$	2,872	$	(1,150)

Schedule of Restructuring Charges

The Company’s restructuring charges as of September 30, 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	3,169		1,038		4,207

Cash payments made / settled	(1,487)		(20)		(1,507)
Balances at September 30, 2024	$	1,682	$	1,018	$	2,700
(1) During the three and nine months ended September 30, 2024, there was $0.8 million and $3.5 million, respectively, 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.

NET (LOSS) INCOME PER COMMON SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	12,430	8,445	13,475	12,530
Weighted average number of stock options
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	6,925	7,057	7,305	5,953
2025 Notes
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	2,821	0	4,184	5,608
Weighted average number of RSUs
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	2,637	1,349	1,935	956
Weighted average ESPP purchase options
EARNINGS PER SHARE
Antidilutive effects of including these potential shares (in shares)	47	39	51	13

LEASES - Narrative (Details)	Sep. 30, 2024 lease
Leases [Abstract]
Number of embedded leases	2

LEASES

9 Months Ended

Sep. 30, 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				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Fixed lease costs	$	3,459	$	3,559	$	10,416	$	10,818
Variable lease costs	562		499		1,345		1,444
Sublease income	(56)		(167)		(248)		(489)
Total	$	3,965	$	3,891	$	11,513	$	11,773

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


	Nine Months Ended
	September 30,
	2024		2023
Cash paid for operating lease liabilities, net of lease incentives	$	9,686	$	11,055

The Company has elected to net the amortization of the right-of-use asset and the reduction of the lease liability principal in other liabilities in the condensed consolidated statements of cash flows.

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


	September 30,
	2024		2023
Weighted average remaining lease term	5.36 years		6.26 years
Weighted average discount rate	6.99	%	7.03	%

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


Year	Aggregate Minimum Payments Due
2024 (remaining three months)	$	3,264
2025	12,788
2026	12,823
2027	12,587
2028	10,924
Thereafter	16,426
Total future lease payments	68,812
Less: imputed interest	(11,746)
Total operating lease liabilities	$	57,066

DEBT - Narrative (Details)							1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
DEBT - Narrative (Details)	Mar. 31, 2025 USD ($)	May 09, 2024 USD ($) $ / shares	May 01, 2024 USD ($)	Aug. 01, 2023 trading_day	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	May 31, 2024 USD ($) trading_day $ / shares	Dec. 31, 2021 USD ($)	Jul. 31, 2020 USD ($) trading_day $ / shares	Sep. 30, 2024 USD ($) day trading_day $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) day trading_day $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2028 USD ($)	May 08, 2024 USD ($)	May 07, 2024 USD ($)	Jan. 07, 2022 USD ($)	May 02, 2017 USD ($)
Debt Instrument [Line Items]
Proceeds from Term loan A facility												$ 0	$ 149,550,000
Aggregate purchase																$ 150,000,000	$ 150,000,000
Gain (loss) on early extinguishment of debt										$ 0	$ 0	$ 7,518,000	(16,926,000)
Share price (in dollars per share) \| $ / shares		$ 29.86								$ 15.05		$ 15.05
Purchase of capped calls												$ 20,112,000
Additional Paid-In Capital
Debt Instrument [Line Items]
Purchase of capped calls		$ 26,700,000										$ 20,112,000
Term loan A facility maturing March 2028
Debt Instrument [Line Items]
Weighted average interest rate, at point in time										7.95%		7.95%
Term loan A facility maturing March 2028 \| Minimum \| Base Rate
Debt Instrument [Line Items]
Net leverage ratio										2.00%		2.00%
Term loan A facility maturing March 2028 \| Minimum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Net leverage ratio										3.00%		3.00%
Term loan A facility maturing March 2028 \| Maximum \| Base Rate
Debt Instrument [Line Items]
Net leverage ratio										2.75%		2.75%
Term loan A facility maturing March 2028 \| Maximum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Net leverage ratio										3.75%		3.75%
Term loan A facility maturing March 2028 \| Term Loan
Debt Instrument [Line Items]
Discount rate						0.30%
Debt instrument, face amount						$ 150,000,000
Proceeds from Term loan A facility						149,600,000
Debt instrument, unamortized discount						400,000				$ 303,000		$ 303,000		$ 373,000
Periodic payment, principal					$ 2,800,000									2,800,000
Leverage ratio, maximum										3.00		3.00
Leverage ratio, minimum										1.50		1.50
Required unrestricted cash and cash equivalents net												$ 300,000,000
Required unrestricted cash and cash equivalents												500,000,000
Prepayments of debt												$ 200,000,000
Days prior maturity date \| day										91		91
Repayments of debt												$ 8,400,000		30,600,000
Long-term debt										$ 107,024,000		$ 107,024,000		115,202,000
Term loan A facility maturing March 2028 \| Term Loan \| Forecast
Debt Instrument [Line Items]
Periodic payment, principal	$ 3,800,000
Balloon payment to be paid															$ 85,300,000
Term Loan B Facility Due December 2026 \| Term Loan
Debt Instrument [Line Items]
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
Gain (loss) on early extinguishment of debt						$ (16,900,000)
Prepayment fee percentage						2.00%
2.125% Convertible senior notes due May 2029 \| Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, face amount							$ 287,500,000
Stated interest rate (as a percent)							2.125%			2.125%		2.125%
Threshold percentage stock price trigger							130.00%
Threshold trading days \| trading_day							20
Threshold consecutive trading days \| trading_day							30
Settlement period - convertible debt conversion request							50 days
Initial conversion price of notes into common stock (in dollars per share) \| $ / shares							$ 39.56			$ 39.56		$ 39.56
Convertible debt, premium on common stock							32.50%
Long-term debt										$ 278,867,000		$ 278,867,000		0
Initial conversion rate							0.0252752
Market price of principal amount of notes										0.757		0.757
2.125% Convertible senior notes due May 2029 \| Unsecured Debt \| Terms one
Debt Instrument [Line Items]
Threshold percentage stock price trigger												130.00%
Threshold trading days \| trading_day												20
Threshold consecutive trading days \| trading_day												30
Required principal repayment on conversion										$ 287,500,000		$ 287,500,000
2.125% Convertible senior notes due May 2029 \| Unsecured Debt \| Term two
Debt Instrument [Line Items]
Threshold trading days \| trading_day												5
Threshold consecutive trading days \| trading_day												5
Percentage of last reported sale price of common stock												98.00%
2.125% Convertible senior notes due May 2029 \| Unsecured Debt \| Term three
Debt Instrument [Line Items]
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										50		50
Repurchase price percent												100.00%
2.125% Convertible senior notes due May 2029 \| Convertible Debt \| Capped Call
Debt Instrument [Line Items]
Cap price (in USD per share) \| $ / shares		$ 53.75
Premium		80.00%
0.750% Convertible senior notes due August 2025
Debt Instrument [Line Items]
Payment of debt												$ 190,994,000	0
0.750% Convertible senior notes due August 2025 \| Debt Redemption Terms on or After August 1, 2023
Debt Instrument [Line Items]
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
Redemption principal price percent				100.00%
0.750% Convertible senior notes due August 2025 \| Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, face amount									$ 402,500,000
Gain (loss) on early extinguishment of debt							$ 7,500,000
Stated interest rate (as a percent)									0.75%	0.75%		0.75%
Settlement period - convertible debt conversion request									40 days
Initial conversion price of notes into common stock (in dollars per share) \| $ / shares									$ 71.78	$ 71.78		$ 71.78
Convertible debt, premium on common stock									32.50%
Share price (in dollars per share) \| $ / shares									$ 54.17
Repurchased aggregate principal							200,000,000
Payment of debt							$ 191,400,000
Debt issued in private placement												$ 202,500,000
Long-term debt										$ 201,466,000		$ 201,466,000		398,594,000
Initial conversion rate												0.0139324
Market price of principal amount of notes										0.956		0.956
0.750% Convertible senior notes due August 2025 \| Unsecured Debt \| Debt Redemption Terms Prior to February 3, 2023
Debt Instrument [Line Items]
Threshold percentage stock price trigger									130.00%
Threshold trading days \| trading_day									20
Threshold consecutive trading days \| trading_day									30
3.375% Convertible senior notes due May 2024
Debt Instrument [Line Items]
Payment of debt												$ 8,641,000	$ 0
3.375% Convertible senior notes due May 2024 \| Unsecured Debt
Debt Instrument [Line Items]
Repayments of debt			$ 8,600,000
Stated interest rate (as a percent)										3.375%		3.375%
Repurchase amount																		$ 192,600,000
Long-term debt										$ 0		$ 0		$ 8,641,000
3.375% Convertible senior notes due May 2024 \| Unsecured Debt \| Flexion
Debt Instrument [Line Items]
Debt instrument, face amount																			$ 201,300,000
Stated interest rate (as a percent)																			3.375%

FINANCIAL INSTRUMENTS - Schedule of Key Assumptions used in the Valuation of Contingent Consideration (Details) - Level 3 - Flexion - Contingent Consideration	Sep. 30, 2024
Minimum \| Discount rates
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, contingent consideration	0.073
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	0.086

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 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 September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Largest wholesaler	35%	33%	35%	33%
Second largest wholesaler	23%	24%	23%	24%
Third largest wholesaler	20%	19%	20%	20%
Total	78%	76%	78%	77%

DESCRIPTION OF BUSINESS (Details)	9 Months Ended
DESCRIPTION OF BUSINESS (Details)	Sep. 30, 2024 product segment
Concentration Risk [Line Items]
Number of reportable segments \| segment	1
Sales Revenue \| Product
Concentration Risk [Line Items]
Concentration of products (in products) \| product	3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Concentration Risk By Major Customer - customer	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 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)	35.00%	33.00%	35.00%	33.00%
Sales Revenue \| Second largest wholesaler
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	23.00%	24.00%	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%	19.00%	20.00%	20.00%
Sales Revenue \| Total
Concentration of Major Customers
Percentage of revenue from customers to total revenue (in percent)	78.00%	76.00%	78.00%	77.00%

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Pacira BioSciences, Inc. and its subsidiaries (collectively, the “Company” or “Pacira”) delivers innovative, non-opioid pain therapies to transform the lives of patients. 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. EXPAREL is currently indicated to produce postsurgical local analgesia via infiltration in patients aged 6 years and older, and postsurgical regional analgesia via an interscalene brachial plexus block in adults, a sciatic nerve block in the popliteal fossa in adults, and an adductor canal block in adults for postsurgical pain management. 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 that delivers immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy with the potential to treat large prevalent diseases like OA. Pacira is subject to risks common to companies in similar industries and stages, including, but not limited to, competition from larger companies and potential generic entrants, 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.

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2017	Aug. 08, 2023
Loss Contingencies [Line Items]
Expect to receive partial summary judgment							$ 14,500
Charges incurred		$ 1,193	$ 173	$ 7,724	$ 1,109
Fortis
Loss Contingencies [Line Items]
Remaining milestones	$ 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
Baylor College of Medicine (Baylor) \| Maximum
Loss Contingencies [Line Items]
Range of milestone payment						600
Baylor College of Medicine (Baylor) \| Minimum
Loss Contingencies [Line Items]
Range of milestone payment						$ 100

STOCK PLANS - Narrative (Details)	1 Months Ended		9 Months Ended
STOCK PLANS - Narrative (Details)	Sep. 30, 2024 shares	Dec. 31, 2023 shares	Sep. 30, 2024 offeringPeriod $ / shares shares	Apr. 30, 2014 shares
Stock Incentive Plans
Weighted average fair value (in dollars per share) \| $ / shares			$ 13.13
Purchase price of common stock, ESPP (as a percent)			85.00%
Common stock issued under employee stock purchase plan (in shares)			56,077
Inducement Plan 2014
Stock Incentive Plans
Stock incentive plan, awards reserved for issuance (in shares)	1,525,000		1,525,000	175,000
Additional shares (in shares)	707,907	642,093
Number of shares available (in shares)	685,407		685,407
Weighted average ESPP purchase options
Stock Incentive Plans
Number of offering periods for ESPP \| offeringPeriod			2
ESPP purchasing period			6 months

CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER - Schedule of Acquisition-Related Charges (Gain), Restructuring Charges and Other (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]
Flexion contingent consideration			$ (5,541)	$ (3,847)
Restructuring charges	$ 1,193	$ 173	7,724	1,109
Acquisition-related expenses	285	390	689	1,588
Total contingent consideration (gains) charges, restructuring charges and other	(1,766)	3,356	2,872	(1,150)
Flexion
Restructuring Cost and Reserve [Line Items]
Flexion contingent consideration	(3,244)	2,793	(5,541)	(3,847)
Acquisition-related expenses	$ 300	$ 400	$ 700	$ 1,600

- 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 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 September 30, 2024, and for the three and nine-month periods ended September 30, 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	Recent Accounting Pronouncements Not Adopted as of September 30, 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.

NET (LOSS) INCOME PER COMMON SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

NET (LOSS) INCOME PER COMMON SHARE

Basic net (loss) income per common share is calculated by dividing the net (loss) income attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted net (loss) income per common share is calculated by dividing the net (loss) income 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 senior notes are treated under the if-converted method. Adjustments are made to the diluted net (loss) income per common share calculation as if the Company had converted the convertible senior notes on the first day of each period presented. Adjustments to the numerator are made to add back the interest expense associated with the convertible senior notes 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 (loss) income per common share computation to the extent they would be antidilutive.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net (loss) income—basic	$	(143,466)	$	10,858	$	(115,601)	$	17,085
2025 Notes if-converted method adjustment	—		1,029		—		—

Adjusted net (loss) income—diluted	$	(143,466)	$	11,887	$	(115,601)	$	17,085





Denominator:
Weighted average common shares outstanding—basic	46,134		46,416		46,269		46,151
Computation of diluted securities:
2025 Notes if-converted method adjustment	—		5,608		—		—
Dilutive effect of stock options	—		20		—		68
Dilutive effect of RSUs	—		23		—		122
Dilutive effect of ESPP purchase options	—		—		—		2
Weighted average common shares outstanding—diluted	46,134		52,067		46,269		46,343
Net (loss) income per common share:
Basic and diluted net (loss) income per common share	$	(3.11)	$	0.23	$	(2.50)	$	0.37


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Weighted average number of stock options	6,925	7,057	7,305	5,953
2025 Notes	2,821	—	4,184	5,608
Weighted average number of RSUs	2,637	1,349	1,935	956
Weighted average ESPP purchase options	47	39	51	13
Total	12,430	8,445	13,475	12,530

FIXED ASSETS (Tables)

9 Months Ended

Sep. 30, 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):


	September 30,		December 31,
	2024		2023
Machinery and equipment (1) (2)	$	154,652	$	121,773
Leasehold improvements (2)	80,956		61,826
Computer equipment and software (2)	23,797		17,186
Office furniture and equipment	2,645		2,543
Construction in progress (2)	34,529		105,905
Total	296,579		309,233
Less: accumulated depreciation (1)	(129,727)		(135,306)
Fixed assets, net	$	166,852	$	173,927

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (143,466)	$ 10,858	$ (115,601)	$ 17,085
Other comprehensive income (loss):
Net unrealized gain on investments, net of tax	597	146	437	362
Foreign currency translation adjustments	(24)	17	(6)	8
Total other comprehensive income	573	163	431	370
Comprehensive (loss) income	$ (142,893)	$ 11,021	$ (115,170)	$ 17,455

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

+ Details

REVENUE

9 Months Ended

Sep. 30, 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 represent the estimated obligations resulting from contractual commitments to sell products to Department of Veteran Affairs hospitals, participating GPO members, 340B qualified entities and other contracted customers at prices lower than the list price. 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 claim the difference between the amount invoiced and the discounted selling price through a chargeback issued by a wholesaler. 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 determined at the time of sale and the Company generally issues credits for such amounts within weeks of receiving notification from a wholesaler. Reserves for chargebacks consist of anticipated credits the Company expects to issue based on expected units sold and chargebacks that customers have claimed for which credits have not yet been issued.

The calculation for some of these items requires management to make estimates based on sales data, historical return data, contracts, statutory requirements and other related information that may become known in the future. The adequacy of these provisions is reviewed on a quarterly basis.

Accounts Receivable

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

Performance Obligations

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

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

Disaggregated Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net product sales:
EXPAREL	$	132,004	$	128,667	$	401,286	$	394,202
ZILRETTA	28,420		28,798		84,966		82,393
iovera°	5,655		5,260		16,359		13,645
Bupivacaine liposome injectable suspension	1,643		858		7,322		2,241
Total net product sales	$	167,722	$	163,583	$	509,933	$	492,481

- 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

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+ Details

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 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 From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Income
Balance at December 31, 2023	$	124	$	123	$	247
Net unrealized gain on investments, net of tax(1)	437		—		437
Foreign currency translation adjustments	—		(6)		(6)

Balance at September 30, 2024	$	561	$	117	$	678


	Net Unrealized Loss From Available-For-Sale Investments		Unrealized Foreign Currency Translation		Accumulated Other Comprehensive Loss
Balance at December 31, 2022	$	(523)	$	143	$	(380)
Net unrealized gain on investments, net of tax (1)	362		—		362
Foreign currency translation adjustments	—		8		8
Balance at September 30, 2023	$	(161)	$	151	$	(10)

(1) Net of a $0.1 million tax benefit and $0.2 million tax expense for the nine months ended September 30, 2024 and 2023, respectively.

Share Repurchase Program

On May 7, 2024, the Company announced that its Board of Directors approved a share repurchase program, effective immediately, which authorizes the Company to repurchase up to an aggregate of $150.0 million of its 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.

On May 9, 2024, concurrently with the pricing of the offering of the 2029 Notes, the Company entered into separate privately negotiated agreements with certain of the initial purchasers of the 2029 Notes or their respective affiliates and/or certain other financial institutions to repurchase 837,240 shares of the Company’s common stock for a total cost of $25.1 million, inclusive of $0.1 million of accrued excise tax. The repurchase occurred on May 10, 2024.

Repurchases of the Company’s common stock are accounted for at cost and recorded as treasury stock. The excise tax on repurchases of the Company’s common stock is recorded as a cost of acquiring treasury stock. Reissued treasury stock will be accounted for at average cost. Gains or losses on reissued treasury stock arising from the difference between the average cost and the fair value of the award will be recorded in additional paid-in capital.

- Definition

The entire disclosure for equity.

+ References

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+ Details

INVENTORIES

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

INVENTORIES

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


	September 30,		December 31,
	2024		2023
Raw materials	$	52,533	$	54,099
Work-in-process	23,100		31,215
Finished goods	36,232		19,039
Total	$	111,865	$	104,353