v3.24.2
CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER
Contingent consideration charges (gains), restructuring charges and other for the three and six months ended June 30, 2024 and 2023 summarized below (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Flexion contingent consideration1,509 (18,258)$(2,297)$(6,640)
Restructuring charges996 936 6,531 936 
Acquisition-related expenses230 709 404 1,198 
Total contingent consideration charges (gains), restructuring charges and other$2,735 $(16,613)$4,638 $(4,506)
Flexion Acquisition Contingent Consideration
The Company recognized $1.5 million of charges and $2.3 million of gains related to contingent consideration during the three and six months ended June 30, 2024, respectively. The Company recognized $18.3 million and $6.6 million of contingent consideration gains during the three and six months ended June 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 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 $1.0 million and $6.5 million of
restructuring charges for the three and six months ended June 30, 2024, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs. The Company’s restructuring charges as of June 30, 2024, including the beginning and ending liability balances, are summarized below (in thousands):
Employee Termination Benefits (1)
Contract Termination CostsTotal
Balance at December 31, 2023$— $— $— 
Charges incurred2,892 912 3,804 
Cash payments made / settled(1,129)(20)(1,149)
Balances at June 30, 2024$1,763 $892 $2,655 
(1) During the three and six months ended June 30, 2024, there was $0.5 million and $2.7 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 six months ended June 30, 2023, the Company recognized $0.9 million of restructuring charges.
Acquisition-Related Expenses
The Company recognized acquisition-related expenses of $0.2 million and $0.4 million during the three and six months ended June 30, 2024, respectively. The Company recognized acquisition-related expenses of $0.7 million and $1.2 million during the three and six months ended June 30, 2023, respectively. These costs primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.