v3.22.4
FINANCIAL INSTRUMENTS (Tables)
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of Carrying Amount and Fair Value of the Long-term Debt
At December 31, 2022, the carrying values and fair values of the Company’s financial assets and liabilities were as follows (in thousands):
Carrying
Value
Fair Value Measurements Using
Level 1Level 2Level 3
Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis:
Financial Asset:
  Equity investments$15,877 $— $— $15,877 
  Convertible notes receivable$5,315 $— $— $5,315 
Financial Liabilities:
 Acquisition-related contingent consideration $28,122 $— $— $28,122 
Financial Liabilities Measured at Amortized Cost:
Term loan B facility due December 2026 $284,704 $— $292,422 $— 
0.750% convertible senior notes due 2025 (1)
$396,126 $— $365,269 $— 
3.375% convertible senior notes due 2024 (2)
$8,641 $— $8,641 $— 
(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $38.61 per share at December 31, 2022 compared to a conversion price of $71.78 per share. At December 31, 2022, as the conversion price was above the stock price, the requirements for conversion have not been met. The maximum conversion premium that could have been due on the 2025 Notes at December 31, 2022 is approximately 5.6 million shares of the Company’s common stock, which assumes no increase in the conversion rate for certain events.
(2) Relates to the Flexion 2024 Notes. For more information, See Note 11, Debt.
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation 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 InvestmentsConvertible Notes ReceivableTotal
Balance at December 31, 2020
$12,802 $— $12,802 
Purchases12,967 4,220 17,187 
Divestiture of investment(11,642)— (11,642)
Foreign currency adjustments— (88)(88)
Balance at December 31, 2021
14,127 4,132 18,259 
Purchases11,750 1,250 13,000 
Impairment(10,000)— (10,000)
Foreign currency adjustments— (67)(67)
Balance at December 31, 2022
$15,877 $5,315 $21,192 
Fair Value Measurement Inputs and Valuation Techniques The following table includes the key assumptions used in the valuation of the Company’s contingent consideration:
AssumptionFlexion Ranges Utilized as of
December 31, 2022
Discount rates
14.9% to 15.1%
Probability of payment for achievement of regulatory milestones
0% to 12.5%
Projected year of achieving or expiration of regulatory milestones
2030
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands):
Contingent
Consideration
Fair Value
Balance at December 31, 2020$28,346 
Contingent consideration related to the Flexion Acquisition45,241 
Fair value adjustments and accretion(989)
Payments made or offset against amounts due (15,000)
Balance at December 31, 202157,598 
Fair value adjustments and accretion(29,476)
Balance at December 31, 2022$28,122 
Schedule of Short-term Investments
The following summarizes the Company’s investments at December 31, 2022 and 2021 (in thousands):
December 31, 2022 Investments:
CostGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(Level 2)
Current:
Asset-backed securities$6,836 $— $(3)$6,833 
Commercial paper134,423 23 (386)134,060 
U.S. federal agency bonds41,971 — (337)41,634 
U.S. government bonds2,003 — (18)1,985 
Subtotal185,233 23 (744)184,512 
Noncurrent:
U.S. federal agency bonds22,783 (66)22,719 
U.S. government bonds14,499 — (9)14,490 
Subtotal37,282 (75)37,209 
Total$222,515 $25 $(819)$221,721 
December 31, 2021 Investments:
CostGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(Level 2)
Current:
   Asset-backed securities$3,182 $— $— $3,182 
   Commercial paper57,533 80 (2)57,611 
   Corporate bonds9,936 102 — 10,038 
     Total$70,651 $182 $(2)$70,831