FINANCIAL INSTRUMENTS (Tables)
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12 Months Ended |
Dec. 31, 2022 |
Fair Value Disclosures [Abstract] |
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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 1 | | Level 2 | | Level 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.
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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 Investments | | Convertible Notes Receivable | | Total | Balance at December 31, 2020 | | $ | 12,802 | | | $ | — | | | $ | 12,802 | | Purchases | | 12,967 | | | 4,220 | | | 17,187 | | Divestiture of investment | | (11,642) | | | — | | | (11,642) | | Foreign currency adjustments | | — | | | (88) | | | (88) | | Balance at December 31, 2021 | | 14,127 | | | 4,132 | | | 18,259 | | Purchases | | 11,750 | | | 1,250 | | | 13,000 | | Impairment | | (10,000) | | | — | | | (10,000) | | Foreign currency adjustments | | — | | | (67) | | | (67) | | Balance at December 31, 2022 | | $ | 15,877 | | | $ | 5,315 | | | $ | 21,192 | |
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Fair Value Measurement Inputs and Valuation Techniques |
The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: | | | | | | | | | | | Assumption | | Flexion 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 | | |
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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 Acquisition | | 45,241 | | Fair value adjustments and accretion | | (989) | | Payments made or offset against amounts due | | (15,000) | | Balance at December 31, 2021 | | 57,598 | | Fair value adjustments and accretion | | (29,476) | | Balance at December 31, 2022 | | $ | 28,122 | |
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Schedule of Short-term Investments |
The following summarizes the Company’s investments at December 31, 2022 and 2021 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2022 Investments: | | Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value (Level 2) | Current: | | | | | | | | | Asset-backed securities | | $ | 6,836 | | | $ | — | | | $ | (3) | | | $ | 6,833 | | Commercial paper | | 134,423 | | | 23 | | | (386) | | | 134,060 | | | | | | | | | | | U.S. federal agency bonds | | 41,971 | | | — | | | (337) | | | 41,634 | | U.S. government bonds | | 2,003 | | | — | | | (18) | | | 1,985 | | Subtotal | | 185,233 | | | 23 | | | (744) | | | 184,512 | | Noncurrent: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | U.S. federal agency bonds | | 22,783 | | | 2 | | | (66) | | | 22,719 | | U.S. government bonds | | 14,499 | | | — | | | (9) | | | 14,490 | | Subtotal | | 37,282 | | | 2 | | | (75) | | | 37,209 | | Total | | $ | 222,515 | | | $ | 25 | | | $ | (819) | | | $ | 221,721 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2021 Investments: | | Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value (Level 2) | Current: | | | | | | | | | Asset-backed securities | | $ | 3,182 | | | $ | — | | | $ | — | | | $ | 3,182 | | Commercial paper | | 57,533 | | | 80 | | | (2) | | | 57,611 | | Corporate bonds | | 9,936 | | | 102 | | | — | | | 10,038 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | $ | 70,651 | | | $ | 182 | | | $ | (2) | | | $ | 70,831 | |
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