What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-01 compared with 2020-02-21 · 48 added, 28 removed, 51 unchanged (60% of the section changed)

4 unchanged sentences

The following graph shows the value of an investment of $100.00 made on December 31, 2015, in each of Pacira BioSciences, Inc.

(PCRX), the Nasdaq Composite Index (^IXIC) and the Nasdaq Biotechnology Index (^NBI).

The two Nasdaq indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of our common stock.

(PCRX), the Nasdaq Composite Index (^IXIC), the Nasdaq Biotechnology Index (^NBI) and the S&P Pharmaceuticals Select Index (^SPSIPH).

The three indices included are for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of our common stock.

All results assume the reinvestment of dividends, if any, and are calculated as of December 31 st of each year.

1 unchanged sentence

Comparison of Five-Year Cumulative Total Returns

Among Pacira BioSciences, Inc., the Nasdaq Composite Index and the Nasdaq Biotechnology Index

Among Pacira BioSciences, Inc., the Nasdaq Composite Index,

the Nasdaq Biotechnology Index and the S&P Pharmaceuticals Select Index

Cumulative Total Return as of December 31,

2015 2016 2017 2018 2019 2020

Pacira BioSciences, Inc.

(PCRX) $ 100.00 $ 42.06 $ 59.45 $ 56.02 $ 58.99 $ 77.93

Nasdaq Composite Index (^IXIC) $ 100.00 $ 107.50 $ 137.86 $ 132.51 $ 179.19 $ 257.38

Nasdaq Biotechnology Index (^NBI) $ 100.00 $ 78.32 $ 94.81 $ 85.97 $ 106.95 $ 134.42

S&P Pharmaceuticals Select Index (^SPSIPH) $ 100.00 $ 76.25 $ 84.87 $ 71.54 $ 89.24 $ 101.37

Dividend Policy

We have never declared or paid any dividends on our capital stock.

We currently intend to retain our future earnings, if any, to finance the future development and expansion of our business, and as such we do not expect to pay any cash dividends on our common stock in the foreseeable future.

We have never declared or paid any dividends on our common stock.

We currently intend to retain our future earnings to finance the future development and expansion of our business, and as such we do not expect to pay any cash dividends on our common stock in the foreseeable future.

The payment of future dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future financing instruments, provisions of applicable law and any other factors our board of directors deems relevant.

Pacira BioSciences, Inc.

| 2020 Form 10-K | Page 58

Selected Financial Data

2 unchanged sentences

The following consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report.

Year Ended December 31,

Consolidated Statements of Operations Data

(In thousands, except per share data)

2018 2017 2016

Consolidated Statements of Operations Data (In thousands, except per share amounts)

Net product sales $ 426,614 $ 418,926 $ 332,427 $ 284,342 $ 270,073

4 unchanged sentences

Cost of goods sold 117,328

86,845 87,915 110,104 F

Research and development 59,421 72,119 55,688 57,290 45,678

Selling, general and administrative

Selling, general and administrative 193,516 200,782 177,265 161,494 152,613 G

Amortization of acquired intangible assets 7,866 5,703 — — —

Acquisition-related charges, product

discontinuation and other

discontinuation and other 5,166 A

Total operating expenses 383,297 410,546 321,362 311,567 308,395

4 unchanged sentences

Loss on early extinguishment of debt (8,071) — — (3,732) —

Royalty interest obligation

Other, net 2,852 (4,976) (888) 167 (82)

Total other expense, net (26,261) (21,228) (16,340) (17,534) (5,820)

Income (loss) before income taxes 20,089 (10,748) (425) (42,471) (37,844)

Income tax expense

Income tax benefit (expense) 125,434 (268) (46) (140) (105)

Net income (loss) $ 145,523 $ (11,016) $ (471) $ (42,611) $ (37,949)

3 unchanged sentences

Weighted average common shares outstanding:

A - We completed the MyoScience, Acquisition on April 9, 2019.

The acquisition was accounted for using the acquisition method of accounting and, accordingly, the assets acquired, liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of acquisition through December 31, 2019.

B - Includes charges of $21.6 million related to the MyoScience Acquisition.

Basic 42,671 41,513 40,911 39,806 37,236

Diluted 43,682 41,513 40,911 39,806 37,236

A - Includes charges of $5.4 million related to the MyoScience Acquisition.

Of this total, $ 5.2 million represents the net change in the fair value of contingent consideration resulting from the achievement of regulatory milestones and revised commercial forecasts (which are tied to potential future milestone payments).

For further discussion of these charges, see Note 5, MyoScience Acquisition and Note 18, Acquisition-Related Charges and Product Discontinuation, Net , to our consolidated financial statements included herein.

B - We completed the MyoScience Acquisition on April 9, 2019.

C - Includes charges of $21.6 million related to the MyoScience Acquisition.

Of this total, $16.7 million represents increases in the fair value of contingent consideration resulting from the achievement of regulatory milestones and revised commercial forecasts (which are tied to potential future milestone payments), $4.2 million represents advisory costs, including legal, financial, accounting and tax services.

The remaining $0.7 million represents separation costs, asset write-downs and other restructuring charges.

Charges of $0.2 million were recorded related to the discontinuation of our DepoCyt(e) manufacturing activities for lease costs, asset retirement obligations and other estimated exit costs.

Additionally, this includes a charge of $3.5 million related to an agreement in principle with the U.S.

Department of Justice on a proposal for a global civil settlement related to an April 2015 inquiry.

For further discussion of these charges, see Note 5, MyoScience Acquisition , Note 18, Acquisition-Related Charges and Product Discontinuation, Net and Note 21, Commitments and Contingencies , to our consolidated financial statements included herein.

C - Represents non-recurring charges of $1.6 million related to the discontinuation of our DepoCyt(e) manufacturing activities for lease costs, asset retirement obligations and other estimated exit costs.

The charges incurred in 2018 primarily represent additional lease and facility costs due to the fact that we were not able to sub-lease the property where DepoCyt(e) was manufactured considering the short period of time remaining on our existing lease.

Charges of $0.2 million were recorded related to the discontinuation of

Pacira BioSciences, Inc.

| 2020 Form 10-K | Page 59

our DepoCyt(e) manufacturing activities for lease costs, asset retirement obligations and other estimated exit costs.

Additionally, this includes a charge of $3.5 million related to the U.S.

Department of Justice settlement agreement.

For further discussion of these charges, see Note 5, MyoScience Acquisition , Note 18, Acquisition-Related Charges and Product Discontinuation, Net and Note 21, Commitments and Contingencies , respectively, to our consolidated financial statements included herein.

D - Represents non-recurring charges of $1.6 million related to the discontinuation of our DepoCyt(e) manufacturing activities for lease costs, asset retirement obligations and other estimated exit costs.

These charges primarily represent additional lease and facility costs due to the fact that we were not able to sub-lease the property where DepoCyt(e) was manufactured considering the short period of time that remained on our existing lease.

For further discussion of these charges, see Note 18, Acquisition-Related Charges and Product Discontinuation, Net , to our consolidated financial statements included herein.

D - Represents non-recurring charges of $5.4 million related to the discontinuation of our DepoCyt(e) manufacturing activities, including $0.5 million for DepoCyt(e) related inventory, which is recorded in cost of goods sold, and $4.9 million for the remaining lease costs less an estimate of potential sublease income for the facility where DepoCyt(e) was manufactured, the write-off of property, plant and equipment, employee severance, asset retirement obligations and other estimated exit costs.

E - Represents non-recurring charges of $5.4 million related to the discontinuation of our DepoCyt(e) manufacturing activities, including $0.5 million for DepoCyt(e) related inventory, which is recorded in cost of goods sold, and $4.9 million for the remaining lease costs less an estimate of potential sublease income for the facility where DepoCyt(e) was manufactured, the write-off of property, plant and equipment, employee severance, asset retirement obligations and other estimated exit costs.

For further discussion of these charges, see Note 18, Acquisition-Related Charges and Product Discontinuation, Net , to our consolidated financial statements included herein.

E - Includes a $20.7 million charge for inventory and related reserves for the cost of EXPAREL batches impacted by a routine stability test that did not meet required specifications.

F - Includes a $7.1 million contract termination charge due to CrossLink Bioscience, LLC.

Consolidated Balance Sheet Data

(In thousands)

F - Includes a $20.7 million charge for inventory and related reserves for the cost of EXPAREL batches impacted by a routine stability test that did not meet required specifications.

G - Includes a $7.1 million contract termination charge to CrossLink Bioscience, LLC.

2018 2017 2016

Consolidated Balance Sheet Data (In thousands)

Cash and cash equivalents,

1 unchanged sentence

Working capital 398,295 300,884 417,308 334,893 198,251

Total assets 1,274,513 A 831,065 689,353 628,371 391,466

Long-term liabilities 401,497 368,448 307,466 292,671 127,652

1 unchanged sentence

Total stockholders’ equity 619,688 354,944 321,226 279,483 218,976

A - We completed the MyoScience Acquisition on April 9, 2019.

A - Includes the release of a $126.6 million domestic valuation allowance on our deferred tax assets.

For further discussion, see Note 16, Income Taxes , to our consolidated financial statements included herein.

B - We completed the MyoScience Acquisition on April 9, 2019.

Pacira BioSciences, Inc.

| 2020 Form 10-K | Page 60

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity