0001558370-21-014574 | 10-Q | XBRL Viewer | Collegium Pharmaceutical INC

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Oct. 31, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-37372
Entity Registrant Name	Collegium Pharmaceutical, Inc.
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	03-0416362
Entity Address, Address Line One	100 Technology Center Drive
Entity Address, City or Town	Stoughton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02072
City Area Code	781
Local Phone Number	713-3699
Title of 12(b) Security	Common Stock
Trading Symbol	COLL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,568,709
Entity Central Index Key	0001267565
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 193,241	$ 174,116
Accounts receivable, net	148,999	83,320
Inventory	17,358	15,614
Prepaid expenses and other current assets	3,640	4,838
Total current assets	363,238	277,888
Property and equipment, net	19,629	18,988
Operating lease assets	7,835	8,391
Intangible asset, net	285,518	335,904
Restricted cash	2,547	2,547
Deferred tax assets	63,026
Other noncurrent assets	10	123
Total assets	741,803	643,841
Current liabilities
Accounts payable	7,730	10,016
Accrued expenses	20,592	24,656
Accrued rebates, returns and discounts	191,723	156,554
Current portion of term notes payable	48,135	47,495
Current portion of operating lease liabilities	793	730
Total current liabilities	268,973	239,451
Term notes payable, net of current portion	73,832	110,019
Convertible senior notes	139,738	99,575
Operating lease liabilities, net of current portion	8,166	8,765
Total liabilities	490,709	457,810
Commitments and contingencies (see Note 14)
Shareholders' equity:
Preferred stock, $0.001 par value; authorized shares - 5,000,000
Common stock, $0.001 par value; authorized shares - 100,000,000; 35,656,193 issued and 34,797,153 outstanding shares at September 30, 2021 and 34,612,054 at December 31, 2020	36	35
Additional paid-in capital	499,846	519,143
Accumulated deficit	(231,308)	(333,147)
Treasury stock, at cost; 859,040 shares at September 30, 2021 and none at December 31, 2020	(17,480)
Total shareholders' equity	251,094	186,031
Total liabilities and shareholders' equity	$ 741,803	$ 643,841

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized shares	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	35,656,193	34,612,054
Common stock, outstanding shares	34,797,153	34,612,054
Treasury stock, shares	859,040	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues
Product revenues, net	$ 78,843	$ 79,176	$ 249,506	$ 233,745
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)	15,934	14,188	47,170	54,316
Intangible asset amortization	16,796	16,795	50,386	43,885
Total cost of products revenues	32,730	30,983	97,556	98,201
Gross profit	46,113	48,193	151,950	135,544
Operating expenses
Research and development	1,450	2,141	7,842	7,300
Selling, general and administrative	30,514	26,426	92,358	87,008
Total operating expenses	31,964	28,567	100,200	94,308
Income from operations	14,149	19,626	51,750	41,236
Interest expense	(5,115)	(8,063)	(16,257)	(21,145)
Interest income	3	3	9	229
Income before income taxes	9,037	11,566	35,502	20,320
Provision for (benefit from) income taxes	991	280	(61,049)	526
Net income	$ 8,046	$ 11,286	$ 96,551	$ 19,794
Earnings per share - basic (in dollars per share)	$ 0.23	$ 0.33	$ 2.74	$ 0.58
Weighted-average shares - basic (in shares)	35,373,909	34,540,126	35,210,966	34,346,071
Earnings per share - diluted (in dollars per share)	$ 0.22	$ 0.32	$ 2.42	$ 0.56
Weighted-average shares - diluted (in shares)	36,261,174	35,069,188	41,274,190	35,054,777

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		11 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Operating activities
Net income	$ 8,046	$ 15,662	$ 11,286	$ 450	$ 96,551	$ 19,794
Adjustments to reconcile net income to net cash used in operating activities:
Amortization expense	16,796		16,795		50,386	43,885
Depreciation expense					1,312	589
Deferred income taxes					(63,026)
Stock-based compensation expense					19,343	15,700
Non-cash lease expense					20	49
Non-cash interest expense for amortization of debt discount and issuance costs					2,627	6,427
Changes in operating assets and liabilities:
Accounts receivable					(65,679)	(3,513)
Inventory					(2,260)	(9,315)
Prepaid expenses and other assets					1,230	39
Accounts payable					(2,286)	244
Accrued expenses					(6,028)	(15,231)
Accrued rebates, returns and discounts					35,169	12,697
Net cash provided by operating activities					67,359	71,365
Investing activities
Purchase of intangible asset						(368,226)
Purchases of property and equipment					(1,429)	(4,065)
Net cash used in investing activities					(1,429)	(372,291)
Financing activities
Proceeds from issuances of common stock from employee stock purchase plans					755	758
Proceeds from the exercise of stock options					9,613	6,394
Payments made for employee stock tax withholdings					(4,149)	(2,169)
Repurchases of common stock					(15,524)
Proceeds from issuance of term note, net of issuance costs of $2,456						192,117
Proceeds from convertible senior notes, net of issuance costs of $5,473						138,277
Repayment of term notes					(37,500)	(25,000)
Repayment of term loan						(11,500)
Net cash (used in) provided by financing activities					(46,805)	298,877
Net increase (decrease) in cash, cash equivalents and restricted cash					19,125	(2,049)
Cash, cash equivalents and restricted cash at beginning of period		$ 176,663		$ 170,019	176,663	170,019
Cash, cash equivalents and restricted cash at end of period	195,788		167,970		195,788	167,970	$ 176,663
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets:
Cash and cash equivalents	193,241		165,423		193,241	165,423	174,116
Restricted cash	2,547		2,547		2,547	2,547	2,547
Total cash, cash equivalents and restricted cash	195,788		167,970		195,788	167,970	$ 176,663
Supplemental disclosure of cash flow information
Cash paid for interest					14,573	14,718
Cash paid for income taxes					2,329
Supplemental disclosure of non-cash activities
Acquisition of property and equipment in accounts payable and accrued expenses					301	738
Accrued repurchases of common stock	1,956				1,956
Accrued royalties discharged upon closing of asset acquisition						1,145
Inventory used in the construction and installation of property and equipment	$ 0		$ 1,199		$ 516	$ 1,812

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Term Loan
Debt Instrument [Line Items]
Issuance costs	$ 2,456
Convertible senior notes
Debt Instrument [Line Items]
Issuance costs	$ 5,473

Nature of Business

9 Months Ended

Sep. 30, 2021

Nature of Business

Nature of Business

1. Nature of Business

Collegium Pharmaceutical, Inc. (the “Company”) was incorporated in Delaware in April 2002 and then reincorporated in Virginia in July 2014. The Company has its principal operations in Stoughton, Massachusetts. The Company is a specialty pharmaceutical company committed to being the leader in responsible pain management. The Company’s first product, Xtampza^® ER, is an abuse-deterrent, extended-release, oral formulation of oxycodone. In April 2016, the United States Food and Drug Administration (the “FDA”) approved the Company’s new drug application (“NDA”) for Xtampza ER for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate. In June 2016, the Company announced the commercial launch of Xtampza ER.

The Company’s product portfolio also includes Nucynta^® ER and Nucynta IR (the “Nucynta Products”). On February 6, 2020, the Company entered into an Asset Purchase Agreement with Assertio Therapeutics, Inc. (“Assertio”), pursuant to which the Company agreed to acquire from Assertio certain assets related to the Nucynta Products (the “Nucynta Acquisition”) that it had previously licensed pursuant to a 2017 commercialization agreement with Assertio (the “Nucynta Commercialization Agreement”). The Nucynta Acquisition included a license from Grünenthal GmbH (“Grünenthal”), pursuant to which the Company assumed all commercialization responsibilities, including sales and marketing, for the Nucynta Products. The Nucynta Acquisition was consummated on February 13, 2020 for an aggregate purchase price of $375,000, subject to certain closing and post-closing adjustments as described in the Nucynta Purchase Agreement. Following the closing, the Company’s prior royalty obligation to Assertio ceased and the Company’s only remaining royalty obligation is to pay 14% of net sales of the Nucynta Products directly to Grünenthal.

The Company periodically reviews its accounting estimates in light of changes in circumstances, facts and experience. As of the date of the filing of this Quarterly Report on Form 10-Q, the Company expects the COVID-19 pandemic and actions taken to contain it to continue to impact its revenue. Notwithstanding the lifting of COVID-19 restrictions in many jurisdictions, and amidst continuing public health concerns relating to the spread of COVID-19, weekly pain patient office visits continue to be depressed compared to pre-COVID periods, which in turn may account for fewer patients beginning therapy with the Company’s products. The Company believes that the disruptions caused by COVID-19 will continue and there remains substantial uncertainty as to when such disruptions will cease.

The Company’s operations are subject to certain risks and uncertainties. The principal risks include inability to continue successfully commercializing products, changing market conditions for products and development of competing products, changing regulatory environment and reimbursement landscape, litigation related to opioid marketing and distribution practices, inability to manufacture adequate commercial inventory, inability to secure adequate supplies of active pharmaceutical ingredients, protection of intellectual property, and patent infringement litigation.

The Company believes that its cash and cash equivalents at September 30, 2021, together with expected cash inflows from the commercialization of its products, will enable the Company to fund its operating expenses, debt service and capital expenditure requirements under its current business plan for the foreseeable future.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Collegium Pharmaceutical, Inc. (a Virginia corporation) as well as the accounts of Collegium Securities Corp. (a Massachusetts corporation), incorporated in December 2015, and Collegium NF, LLC (a Delaware limited liability company), organized in December 2017, both wholly owned subsidiaries requiring consolidation. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to fairly present the financial position of the Company as of September 30, 2021, and the results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Estimates in the Company’s consolidated financial statements include revenue recognition, including the estimates of product returns, units prescribed, discounts and allowances related to commercial sales of products, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of intangible assets and tax valuation allowances. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”).

Subsequent Events

In November 2021, the Company’s Board of Directors authorized an accelerated share repurchase program to repurchase $25,000 of the company’s common stock, as part of the $100,000 Repurchase Program authorized in August 2021.

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report. There have been no material changes in the Company’s significant accounting policies, other than the adoption of accounting pronouncements below, as compared to the significant accounting policies described in the Annual Report.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 affect a wide variety of income tax accounting standards with the objective of reducing their complexity. The new standard became effective for annual and interim periods beginning after December 15, 2020. The Company adopted this standard effective January 1, 2021 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to ease the potential burden in accounting for reference rate reform. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The new standard became effective immediately and may be applied prospectively to contracts and transactions through December 31, 2022. Subsequent to issuance, the FASB issued ASU 2021-01 in January 2021 to refine and clarify some of its guidance on ASU 2020-04. Upon the transition of the Company’s contracts and transactions to new reference rates in connection with reference rate reform, the Company will prospectively apply the standard and disclose the effect on its condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the

guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument, such as the Company’s convertible senior notes, will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. This guidance is required to be adopted by January 1, 2022, and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

The Company elected to early adopt this guidance on January 1, 2021 using the modified retrospective method. Under this transition method, the cumulative effect of the accounting change was removing the impact of recognizing the equity component of the Company’s convertible notes (at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization). The cumulative effect of the accounting change as of January 1, 2021 was an increase to the carrying amount of the convertible notes of $39,489, a reduction to accumulated deficit of $5,288, and a reduction to additional paid-in capital of $44,777. Interest expense of the convertible senior notes will be lower as a result of adoption of this guidance and diluted net loss per share will be computed using the if-converted method for the convertible senior notes. As a result of the adoption of this guidance, interest expense was decreased and net income was increased by $1,651, and basic and diluted earnings per share were increased by $0.05 and $0.04, respectively, for the three months ended September 30, 2021. Interest expense was decreased by and net income was increased by $4,804, basic earnings per share was increased by $0.13, and diluted earnings per share was decreased by $0.10 for the nine months ended September 30, 2021.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company has not yet adopted this ASU and does not expect adoption to have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption.

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2021

Revenue from Contracts with Customers

Revenue from Contracts with Customers

3. Revenue from Contracts with Customers

The Company’s revenue to date is from sales of the Company’s products, which are primarily sold to distributors (“customers”), which in turn sell the product to pharmacies for the treatment of patients (“end users”).

Revenue Recognition

In accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Performance Obligations

The Company determined that performance obligations are satisfied and revenue is recognized when a customer takes control of the Company’s product, which occurs at a point in time. This generally occurs upon delivery of the products to customers, at which point the Company recognizes revenue and records accounts receivable. Payment is typically received 30 to 90 days after satisfaction of the Company’s performance obligations. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the assets is one year or less.

Transaction Price and Variable Consideration

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). The transaction price for product sales includes variable consideration related to sales deductions, including (1) rebates and incentives, including managed care rebates, government rebates, co-pay program incentives, and sales incentives and allowances; (2) product returns, including return estimates for both Xtampza ER and the Nucynta Products; and (3) trade allowances and chargebacks, including fees for distribution service fees, prompt pay discounts, and chargebacks. The Company will estimate the amount of variable consideration that should be included in the transaction price under the expected value method for all sales deductions other than trade allowances, which are estimated under the most likely amount method. These provisions reflect the expected amount of consideration to which the Company is entitled based on the terms of the contract. In addition, the Company made a policy election to exclude from the measurement of the transaction price all taxes that are assessed by a governmental authority that are imposed on revenue-producing transactions.

Provisions for rebates and incentives are based on the estimated amount of rebates and incentives to be claimed on the related sales from the period. As the Company’s rebates and incentives are based on products dispensed to patients, the Company is required to estimate the expected value of claims at the time of product delivery to distributors. Given that distributors sell the product to pharmacies, which in turn dispense the product to patients, claims can be submitted significantly later than the related sales are recognized. The Company’s estimates of these claims are based on the historical experience of existing or similar programs, including current contractual and statutory requirements, specific known market events and trends, industry data, and estimated distribution channel inventory levels. Accruals and related reserves required for rebates and incentives are adjusted as new information becomes available, including actual claims. If actual results vary, the Company may need to adjust these estimates, which could have an effect on earnings in the period of the adjustment.

Provisions for product returns are based on product-level historical trends, as well as relevant market events and other factors, including the proper return of the product within the Company’s return policy. The Company’s return policy requires that product is physically returned within an 18-month window beginning six months prior to expiration and up

until twelve months after expiration. For Xtampza ER, because the product has only been commercially sold since June 2016, estimates of product returns are based on a combination of historical returns processed to date—taking into consideration the expiration date of the product upon delivery to customers—as well as forecasted customer buying patterns, shipment and prescription trends, channel inventory levels, and other specifically known market events and trends. For the Nucynta Products, estimates of product returns consider historical trends, as the Nucynta Products have been commercially sold for a number of years, as well as actual returns received or credited.

Provisions for trade allowances and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual trade allowances and chargebacks processed relating to sales recognized in the period.

The amount of variable consideration that is included in the transaction price may be constrained and is included in net sales only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

The following tables summarize activity in each of the Company’s product revenue provision and allowance categories for the nine months ended September 30, 2021 and 2020:


					Trade
	Rebates and		Product		Allowances and
Nine months ended September 30, 2021	Incentives (1)		Returns (2)		Chargebacks (3)
Balance at December 31, 2020	$	132,775	$	23,779	$	19,055
Provision related to current period sales		273,576		13,750		63,279
Changes in estimate related to prior period sales		(434)		—		6
Credits/payments made		(261,210)		(3,473)		(58,213)
Credits expired (4)		—		12,960		—
Balance at September 30, 2021	$	144,707	$	47,016	$	24,127


					Trade
	Rebates and		Product		Allowances and
Nine months ended September 30, 2020	Incentives (1)		Returns (2)		Chargebacks (3)
Balance at December 31, 2019	$	129,901	$	27,648	$	14,020
Provision related to current period sales		242,389		9,218		55,967
Changes in estimate related to prior period sales		(122)		—		(182)
Credits/payments made		(237,044)		(1,744)		(56,985)
Balance at September 30, 2020	$	135,124	$	35,122	$	12,820

(1)

Provisions for rebates and incentives includes managed care rebates, government rebates and co-pay program incentives. Provisions for rebates and incentives are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets.

(2)

Provisions for product returns are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets.

(3)

Provisions for trade allowances and chargebacks include fees for distribution service fees, prompt pay discounts, and chargebacks. Trade allowances and chargebacks are deducted from gross revenue at the time revenues are recognized and are recorded as a reduction to accounts receivable in the Company’s Condensed Consolidated Balance Sheets.

(4)

During the nine months ended September 30, 2021, $12,960 of previously credited product returns were no longer eligible for credit under the Company’s returns policy as the product was not received as of the period end.

As of September 30, 2021, the Company did not have any transaction price allocated to remaining performance obligations and any costs to obtain contracts with customers, including pre-contract costs and set up costs, were immaterial.

Disaggregation of Revenue

The Company discloses disaggregated revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. When selecting the type of category to use to disaggregate revenue, the Company considers how information about the Company’s revenue has been presented for other purposes as well as what information is regularly reviewed and used for evaluating financial performance. As such, the Company disaggregates its product revenue, net from contracts with customers by product, as disclosed in the table below.


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Xtampza ER	$	30,016	$	32,126	$	98,448		97,191
Nucynta Products⁽¹⁾		48,827		47,050		151,058		136,554
Total product revenues, net	$	78,843	$	79,176	$	249,506	$	233,745

(1) For the three months ended September 30, 2021, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $29,086 and $19,741, respectively. For the three months ended September 30, 2020, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $30,000 and $17,050, respectively. For the nine months ended September 30, 2021, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $88,853 and $62,205, respectively. For the nine months ended September 30, 2020, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $87,044 and $49,510, respectively.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

License Agreements

9 Months Ended

Sep. 30, 2021

License Agreements

License Agreements

4. License Agreements

The Company periodically enters into license agreements to develop and commercialize its products. As of December 31, 2019, the Company’s only license agreement was the Nucynta Commercialization Agreement. Upon the closing of the Nucynta Acquisition in February 2020, the Nucynta Commercialization Agreement was effectively terminated. Prior to the Nucynta Acquisition, the Company was conditionally obligated to make royalty payments to Assertio conditional upon net sales.

Upon the closing of the Nucynta Acquisition, the Nucynta Commercialization Agreement was effectively terminated and the Company’s royalty payment obligations to Assertio thereunder ceased. Following the closing, the Company no longer pays royalties to Assertio and the Company’s only remaining royalty obligation is to pay 14% of net sales of the Nucynta Products directly to Grünenthal.

The assets acquired, liabilities assumed, and equity interests issued by the Company in connection with the Nucynta Commercialization Agreement are further described in Note 8.

Earnings Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share

Earnings Per Share

5. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, plus potentially dilutive securities outstanding for the period, as determined in accordance with the treasury stock or if-converted accounting method. Potentially dilutive securities outstanding

include stock options, unvested restricted stock units (“RSUs”), performance share units (“PSUs”), warrants, and shares related to the convertible senior notes, but are only included to the extent that their addition is dilutive.

The following table presents the computations of basic and dilutive earnings per common share:


	Three months ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Numerator:
Net income	$	8,046	$	11,286	$	96,551	$	19,794
Adjustment for interest expense recognized on convertible senior notes:		—		—		3,504		—
Net income — diluted	$	8,046	$	11,286	$	100,055	$	19,794
Denominator:
Weighted-average shares outstanding — basic		35,373,909		34,540,126		35,210,966		34,346,071
Effect of dilutive securities:
Stock options		435,099		325,569		564,171		438,112
Restricted stock units		333,572		194,127		405,632		250,663
Performance share units		—		9,366		—		8,736
Employee stock purchase plan		1,829		—		3,403		—
Warrants		116,765		—		164,884		11,195
Convertible senior notes		—		—		4,925,134		—

Weighted average shares outstanding — diluted		36,261,174		35,069,188		41,274,190		35,054,777

Earnings per share — basic	$	0.23	$	0.33	$	2.74	$	0.58
Earnings per share — diluted	$	0.22	$	0.32	$	2.42	$	0.56

The Company has the option to settle the conversion obligation for its convertible senior notes due in 2026 in cash, shares or a combination of the two. Since the Company intends to settle the principal amount of the convertible senior notes in cash, the Company used the treasury stock method for determining the potential dilution in the diluted earnings per share computation for the three and nine months ended September 30, 2020. Effective for the three and nine months ended September 30, 2021, the Company used the if-converted method for the convertible senior notes as a result of the adoption of ASU 2020-06, as described in Recently Adopted Accounting Pronouncements above.

The following table presents dilutive securities excluded from the calculation of diluted earnings per share:


	Three months ended September 30,		Nine months ended September 30,
	2021	2020	2021	2020
Stock options	1,433,791	2,418,599	1,360,024	2,305,756
Restricted stock units	694,694	601,679	50,450	601,679
Performance share units	353,100	267,498	353,100	267,498
Employee stock purchase plan	—	26,137	—	26,137
Warrants	—	1,041,667	—	—
Convertible senior notes	4,925,134	4,925,134	—	4,925,134

For PSUs, these securities were excluded from the calculation of diluted earnings per share as the performance-based or market-based vesting conditions were not met as of the end of the reporting period. For all other securities, these securities were excluded from the calculation of diluted earnings per share as their inclusion would have had an anti-dilutive effect.

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2021

Fair Value of Financial Instruments

Fair Value of Financial Instruments

6. Fair Value of Financial Instruments

Disclosures of fair value information about financial instruments are required, whether or not recognized in the balance sheet, for financial instruments with respect to which it is practicable to estimate that value. Fair value measurements and disclosures describe the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows:


Level 1 inputs:	Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 inputs:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 inputs:	Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability

Transfers are calculated on values as of the transfer date. There were no transfers between Levels 1, 2 and 3 during the nine months ended September 30, 2021 and 2020.

The following tables present the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument at September 30, 2021 and December 31, 2020:


						Significant
				Quoted Prices		other		Significant
				in active		observable		unobservable
				markets		inputs		inputs
		Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2021
Money market funds, included in cash equivalents	$	45,076	$	45,076	$	—	$	—

December 31, 2020
Money market funds, included in cash equivalents	$	45,069	$	45,069	$	—	$	—

As of September 30, 2021, the convertible senior notes had a fair value of approximately $144,759 and a net carrying value of $139,738. The fair value of the Company’s convertible senior notes fall into the Level 2 category within the fair value level hierarchy. The fair value was determined using broker quotes in a non-active market for valuation.

The fair value of the Company’s term notes fall into the Level 2 category within the fair value level hierarchy and the fair value was determined using quoted prices for similar liabilities in active markets, as well as inputs that are observable for the liability (other than quoted prices), such as interest rates that are observable at commonly quoted intervals.

As of September 30, 2021, and December 31, 2020, the carrying amounts of the cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, accrued rebates, returns and discounts, and term notes payable reasonably approximated their estimated fair values.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventory

9 Months Ended

Sep. 30, 2021

Inventory

Inventory

7. Inventory

Inventory as of September 30, 2021 and December 31, 2020 consisted of the following:


	As of September 30,		As of December 31,
	2021		2020
Raw materials	$	4,216	$	3,514
Work in process		2,443		1,096
Finished goods		10,699		11,004
Total inventory	$	17,358	$	15,614

The aggregate charges related to excess inventory for the three and nine months ended September 30, 2021 and 2020

were immaterial. These expenses were recorded as a component of cost of product revenues. During the three and nine months ended September 30, 2021, inventory used in the construction and installation of property and equipment was zero and $516, respectively. During the three and nine months ended September 30, 2020, inventory used in the construction and installation of property and equipment was $1,199 and $1,812, respectively.

Intangible Asset

9 Months Ended

Sep. 30, 2021

Intangible Asset

Intangible Asset

8. Intangible Asset

As of September 30, 2021 and December 31, 2020, the Company’s only intangible asset (the “Nucynta Intangible Asset”) is related to the Nucynta Acquisition and Nucynta Commercialization Agreement. The gross carrying amount and accumulated amortization of the Nucynta Intangible Asset were as follows:


	As of September 30,		As of December 31,
	2021		2020
Gross carrying amount	$	521,170	$	521,170
Accumulated amortization		(235,652)		(185,266)
Intangible asset, net	$	285,518	$	335,904

Nucynta Acquisition

In February 2020, the Company entered into the Nucynta Purchase Agreement with Assertio, pursuant to which the Company acquired certain intellectual property and manufacturing rights related to the Nucynta Products, including U.S. commercialization rights, U.S. manufacturing rights, and inventory, for an aggregate purchase price of $375,000, subject to certain closing and post-closing adjustments. The Company also agreed to assume certain regulatory and supply chain contracts, and obligations related to Nucynta Products (see Note 4). In February 2020, the Company entered into a loan agreement (see Note 10) and issued convertible senior notes (see Note 11) to finance a portion of the purchase price paid pursuant to the Nucynta Purchase Agreement.

The consideration transferred in the asset acquisition was measured at cost, including transaction costs, assets transferred by the Company, and royalty obligations discharged by the seller. The table below represents the costs accumulated to acquire the commercial rights for the Nucynta Products based on the terms of the Nucynta Purchase Agreement, as amended:


Acquisition consideration:
Base purchase price	$	375,000
Cash paid for inventory		6,030
Transaction costs		6,297
Reduction for 2020 cash transferred to Assertio under the prior Nucynta Commercialization Agreement₍₁₎		(13,071)
Reduction for accrued royalty obligation discharged upon closing₍₁₎		(1,145)
Total acquisition consideration:	$	373,111

(1)

Represents $14,216 total reduction to the base purchase price comprising of $13,071 of cash payments transferred to Assertio under the prior Nucynta Commercialization Agreement as well as a reduction for discharged pre-acquisition accrued royalties based on sales from January 1, 2020 through closing.

The Company then allocated the consideration transferred to the individual assets acquired on a relative fair value basis as summarized in the table below:


Assets acquired:
Nucynta Intangible Asset	$	367,081
Inventory		6,030
Total consideration allocated to assets acquired:	$	373,111

The Company concluded that the consideration allocable to the Nucynta Intangible Asset for the additional intellectual property and manufacturing rights it acquired as part of the Nucynta Acquisition were incremental costs associated with

the pre-existing intangible asset from the former Nucynta Commercialization Agreement, as such costs result in probable future economic benefits. Specifically, the additional intellectual property rights acquired in the Nucynta Acquisition enable the Company to eliminate royalty obligations otherwise payable to Assertio under the former Nucynta Commercialization Agreement.

Effective February 13, 2020, upon the closing of the Nucynta Acquisition, the Nucynta Commercialization Agreement was effectively terminated and the Company’s royalty payment obligations to Assertio thereunder ceased. Following the closing, the Company no longer pay royalties to Assertio and the Company’s only remaining royalty obligation is to pay 14% of net sales of the Nucynta Products directly to Grünenthal.

A summary of the gross carrying amount, accumulated amortization, and net book value of the Nucynta Intangible Asset is as follows:


		Gross Carrying Value		Accumulated Amortization		Net Book Value
Balance as of December 31, 2019	$	154,089	$	(124,586)	$	29,503
Amortization expense through Nucynta Acquisition		—		(1,754)		(1,754)
Additional cost incurred from Nucynta Acquisition		367,081		—		367,081
Amortization expense from Nucynta Acquisition through period end		—		(58,926)		(58,926)
Balance as of December 31, 2020	$	521,170	$	(185,266)	$	335,904
Amortization expense through period end		—		(50,386)		(50,386)
Balance as of September 30, 2021	$	521,170	$	(235,652)	$	285,518

Amortization

The Company has been amortizing the Nucynta Intangible Asset over its useful life, which is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The Company had initially determined that the useful life for the intangible asset was approximately 4.0 years from the closing date of the Nucynta Commercialization Agreement, January 9, 2018 on the basis of the majority of the cash flows expected to be realized for future product sales under the Nucynta Commercialization Agreement. The Nucynta Acquisition significantly impacted the timing and amount of future cash inflows from the sales of the Nucynta Products, and, therefore, the Company considered it to be a triggering event to remeasure the expected useful life of the Nucynta Intangible Asset. The Company determined that the useful life for the Nucynta Intangible Asset was approximately 5.9 years from the Closing Date of the Nucynta Acquisition and accordingly, the intangible asset is amortized prospectively over its revised useful life. The Company recognizes amortization expense as a component of cost of product revenues in the Condensed Consolidated Statement of Operations on a straight-line basis over its useful life as it approximates the period of economic benefits expected to be realized from future cash inflows from sales of the Nucynta Products.

The following table presents amortization expense recognized for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Nucynta amortization expense included in cost of product revenues	$	16,796	$	16,795	$	50,386	$	43,885

As of September 30, 2021, the remaining amortization period is approximately 4.3 years and is expected to be recognized in the following periods:


Years ended December 31,	Amortization Expense
2021	$	16,795
2022		67,181
2023		67,181
2024		67,181
2025		67,180
Remaining amortization expense:	$	285,518

Accrued Expenses

9 Months Ended

Sep. 30, 2021

Accrued Expenses

Accrued Expenses

9. Accrued Expenses

Accrued expenses as of September 30, 2021 and December 31, 2020 consisted of the following:


	As of September 30,		As of December 31,
	2021		2020
Accrued royalties	$	6,836	$	12,954
Accrued bonuses		2,924		4,571
Accrued product taxes and fees		2,395		1,817
Accrued repurchases of common stock		1,956		—
Accrued audit and legal		1,657		445
Accrued payroll and related benefits		1,352		892
Accrued incentive compensation		1,279		1,417
Accrued sales and marketing		640		261
Accrued interest		472		1,415
Accrued income taxes		36		—
Accrued other operating costs		1,045		884
Total accrued expenses	$	20,592	$	24,656

Term Notes Payable

9 Months Ended

Sep. 30, 2021

Term Notes Payable

Term Notes Payable

10. Term Notes Payable

Pharmakon Term Notes

On February 6, 2020, in connection with the execution of the Nucynta Purchase Agreement, the Company, together with its subsidiary, Collegium Securities Corporation, entered into a Loan Agreement (the “Loan Agreement”) with BioPharma Credit PLC, as collateral agent and lender, and BioPharma Credit Investments V (Master) LP, as lender (collectively “Pharmakon”). The Loan Agreement provides for a $200,000 secured term loan (the “term notes”), the proceeds of which were used to finance a portion of the purchase price paid pursuant to the Nucynta Purchase Agreement. On February 13, 2020 (the “Closing Date”), the Company received the $200,000 proceeds from the term notes.

The term notes bear interest at a rate based upon the three-month LIBOR rate, subject to a LIBOR floor of 2.0%, plus a margin of 7.5% per annum, payable quarterly in arrears. The Company is required to repay the term notes by making equal quarterly payments of principal beginning in the first quarter immediately following the third month anniversary of the Closing Date. The term notes will mature on the calendar quarter end immediately following the 48-month anniversary of the Closing Date and are guaranteed by the Company’s material domestic subsidiaries and also secured by substantially all of the Company’s material assets. On the Closing Date, the Company paid to Pharmakon a facility fee equal to 2.50% of the aggregate principal amount of the term notes, or $5,000, in addition to $427 of other expenses incurred by Pharmakon and reimbursed by the Company (together, the “discount”). Net proceeds of $194,573 were transferred to Assertio by the Company as agent in partial satisfaction of the Nucynta Purchase Agreement. In addition, the Company capitalized $2,456 of term notes issuance costs, related to legal and advisory fees.

Except with respect to certain prepayments made with the proceeds from new equity issuances as described below, the Loan Agreement permits voluntary prepayment at any time, subject to a prepayment premium. The prepayment premium is equal to 3.00% of the principal amount being prepaid prior to the second-year anniversary of the Closing Date, 2.00% of the principal amount being prepaid on or after the second-year anniversary, but on or prior to the third-year anniversary, of the Closing Date, and 1.00% of the principal amount being prepaid on or after the third-year anniversary of the Closing Date, but prior to the fourth-year anniversary of the Closing Date. The Loan Agreement also includes a make-whole premium if there is a voluntary prepayment, a prepayment due to a change in control or acceleration following an Event of Default (as defined in the Loan Agreement) on or prior to the second-year anniversary of the Closing Date, in each case in an amount equal to foregone interest from the date of prepayment through the second-year anniversary of the Closing Date. A change of control triggers a mandatory prepayment of the term notes.

The Loan Agreement also permits single voluntary prepayments of the Loan Agreement of less than or equal to $50,000 made solely from the proceeds of an equity issuance by the Company. If equity prepayment occurs prior to the second-year anniversary of the Closing Date, a prepayment premium of 5.00% would apply, with no make-whole premium.

The Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, covenants that require the Company to maintain $200,000 in annual net sales and covenants that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business, restrictions which limit the Company’s ability to pay dividends and restrictions of net assets of subsidiaries. The Loan Agreement also contains customary events of default, including payment defaults, breaches of covenants, change of control and a material adverse change default. Failure to comply with these covenants would constitute an event of default under the Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The Loan Agreement also includes various customary remedies for Pharmakon following an event of default, including the acceleration of repayment of outstanding amounts under the Loan Agreement and execution upon the collateral securing obligations under the Loan Agreement. Under certain circumstances, a default interest rate will apply on outstanding obligations during the occurrence and continuance of an event of default.

During the three and nine months ended September 30, 2021, the Company recognized interest expense of $3,944 and $12,753, respectively, related to the term notes.

As of September 30, 2021, principal repayments under the term notes are estimated to be paid as follows:


Years ended December 31,	Principal Payments
2021	$	12,500
2022		50,000
2023		50,000
2024		12,500
Total before unamortized discount and issuance costs	$	125,000
Less: unamortized discount and issuance costs		(3,033)
Total term notes	$	121,967

Silicon Valley Bank Term Loan Facility

From August 2012 until January 2020, the Company maintained a term loan facility with Silicon Valley Bank (“SVB”), which was amended in connection with, and as a condition to, consummation of the transactions contemplated by the Nucynta Commercialization Agreement. Under the amended term loan (“Consent and Amendment”), the Company had a term loan facility in an amount of $11,500, which replaced the Company’s previously existing term loan facility. The proceeds of the Consent and Amendment were used to finance certain payment obligations under the Nucynta Commercialization Agreement and to repay the balance of the previously existing term loan.

The Consent and Amendment bore interest at a rate per annum of 0.75% above the prime rate (as defined in the Consent and Amendment). The Company was eligible to repay the Consent and Amendment in equal consecutive monthly installments of principal plus monthly payments of accrued interest, commencing in January 2020.

In January 2020, the Company prepaid the outstanding principal and accrued interest on the Consent and Amendment along with the required prepayment fees. The loss on extinguishment of the term loan was immaterial and was recorded as a component of interest expense.

Convertible Senior Notes

9 Months Ended

Sep. 30, 2021

Convertible Senior Notes

Convertible Senior Notes

11. Convertible Senior Notes

On February 13, 2020, the Company issued 2.625% convertible senior notes due in 2026 (the “convertible notes”) in the aggregate principal amount of $143,750, in a public offering registered under the Securities Act of 1933, as amended. The convertible notes were issued in connection with funding the Nucynta Acquisition, and the proceeds of the convertible notes were used to finance a portion of the purchase price payable pursuant to the Nucynta Purchase Agreement. Some of the Company’s existing investors participated in the convertible notes offering.

The Company may, at its option, settle the convertible notes in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. Upon issuance the Company separately accounted for the liability component (the “Liability Component”) and the embedded derivative conversion option (the “Equity Component”) of the convertible notes by allocating the proceeds between the Liability Component and the Equity Component. In connection with the issuance of the convertible notes, the Company incurred approximately $5,473 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs between the Liability Component and the Equity Component based on the allocation of the proceeds. Of the total debt issuance costs, $1,773 was allocated to the Equity Component and recorded as a reduction to additional paid-in capital and $3,700 was allocated to the Liability Component and recorded as a debt discount of the convertible notes. The portion allocated to the Liability Component is amortized to interest expense using the effective interest method over six years.

Prior to the adoption of ASU 2020-06 on January 1, 2021, the initial carrying amount of the Liability Component of $97,200 was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible borrowing rate for similar debt. The Equity Component of the convertible notes of $46,550 was recognized as a debt discount. The excess of the principal amount of the Liability Component over its carrying amount was amortized to interest expense using the effective interest method over six years.

Subsequent to the adoption of ASU 2020-06 on January 1, 2021, which the Company elected to adopt using the modified retrospective method, the Company removed the impact of recognizing the Equity Component of the senior convertible notes (at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization). The cumulative effective of the accounting change as of January 1, 2021 was an increase to the carrying amount of the convertible notes of $39,489, a reduction to accumulated deficit of $5,288, and a reduction to additional paid-in capital of $44,777.

The convertible notes are the Company’s senior unsecured obligations and bear interest at a rate of 2.625% per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. Before August 15, 2025, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after August 15, 2025, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, 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 election. The notes will mature on February 15, 2026, unless earlier repurchased, redeemed or converted. The initial conversion rate is 34.2618 shares of common stock per $1 principal amount of notes, which represents an initial conversion price of approximately $29.19 per share of common stock. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events.

Holders of the convertible notes may convert all or any portion of their convertible notes, in multiples of $1 principal amount, at their option only under the following circumstances:

(1)

during any calendar quarter commencing after the calendar quarter ending on March 31, 2020, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2)

during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the “trading price” per $1 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;

(3)

upon the occurrence of certain corporate events or distributions on the Company’s common stock;

(4)

if the Company calls the convertible notes for redemption; or

(5)

at any time from, and including, August 15, 2025 until the close of business on the scheduled trading day immediately before the maturity date.

As of September 30, 2021, none of the above circumstances had occurred and as such, the convertible notes could not have been converted.

The Company may not redeem the convertible notes prior to February 15, 2023. On or after February 15, 2023, the Company may redeem the convertible notes, in whole and not in part, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on:

(1)

each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and

(2)

the trading day immediately before the date the Company sends such notice.

Calling any convertible note for redemption will constitute a make-whole fundamental change with respect to that convertible note, in which case the conversion rate applicable to the conversion of that convertible note, if it is converted in connection with the redemption, will be increased in certain circumstances for a specified period of time.

The convertible notes have customary default provisions, including (i) a default in the payment when due (whether at maturity, upon redemption or repurchase upon fundamental change or otherwise) of the principal of, or the redemption price or fundamental change repurchase price for, any note; (ii) a default for 30 days in the payment when due of interest on any note; (iii) a default in the Company’s obligation to convert a note in accordance with the indenture; (iv) a default with respect to the Company’s obligations under the indenture related to consolidations, mergers and asset sales; (v) certain payment or other defaults by the Company or certain subsidiaries with respect to mortgages, agreements or other instruments for indebtedness for money borrowed of at least $20,000; and (vi) certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant subsidiaries.

As of September 30, 2021, the convertible notes outstanding consisted of the following:


Principal	$	143,750
Less: unamortized issuance costs		(4,012)
Net carrying amount	$	139,738

The Company determined the expected life of the convertible notes was equal to its six-year term. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the convertible notes was 3.26%. As of September 30, 2021, the if-converted value did not exceed the remaining principal amount of the convertible notes.

The following table presents the total interest expense recognized related to the convertible notes during the three and nine months ended September 30, 2021:


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Contractual interest expense	$	943	$	943	$	2,831	$	2,379
Amortization of debt discount		—		1,620		—		3,979
Amortization of debt issuance costs		228		129		673		316
Total interest expense	$	1,171	$	2,692	$	3,504	$	6,674

As of September 30, 2021, the future minimum payments on the convertible notes were as follows:


Years ended December 31,	Future Minimum Payments
2021	$	—
2022		3,773
2023		3,773
2024		3,773
2025		3,773
Thereafter		145,638
Total minimum payments	$	160,730
Less: interest		(16,980)
Less: unamortized issuance costs		(4,012)
Convertible senior notes	$	139,738

Equity

9 Months Ended

Sep. 30, 2021

Equity

Equity

12. Equity

The changes in shareholders’ equity for the three and nine months ended September 30, 2021 were as follows:


				Additional							Total
	Common Stock			Paid- In		Treasury Stock			Accumulated		Shareholders’
	Shares		Amount	Capital		Shares		Amount	Deficit		Equity
Balance, December 31, 2020	34,612,054	$	35	$	519,143	—	$	—	$	(333,147)	$	186,031
Cumulative effect adjustment for adoption of ASU 2020-06	—		—		(44,777)	—		—		5,288		(39,489)
Exercise of common stock options	289,164		—		4,102	—		—		—		4,102
Issuance for employee stock purchase plan	24,630		—		358	—		—		—		358
Vesting of RSUs and PSUs	413,538		—		—	—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(135,562)		—		(3,508)	—		—		—		(3,508)
Stock-based compensation	—		—		6,879	—		—		—		6,879
Net income	—		—		—	—		—		15,662		15,662
Balance, March 31, 2021	35,203,824	$	35	$	482,197	—	$	—	$	(312,197)	$	170,035
Exercise of common stock options	273,127		1		4,092	—		—		—		4,093
Vesting of RSUs and PSUs	65,107		—		—	—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(18,141)		—		(421)	—		—		—		(421)
Stock-based compensation	—		—		6,516	—		—		—		6,516
Net income	—		—		—	—		—		72,843		72,843
Balance, June 30, 2021	35,523,917	$	36	$	492,384	—	$	—	$	(239,354)	$	253,066
Exercise of common stock options	91,268		—		1,337	—		—		—		1,337
Issuance for employee stock purchase plan	19,089		—		397	—		—		—		397
Vesting of RSUs and PSUs	33,098		—		—	—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(11,179)		—		(220)	—		—		—		(220)
Share repurchases	—		—		—	(859,040)		(17,480)		—		(17,480)
Stock-based compensation	—		—		5,948	—		—		—		5,948
Net income	—		—		—	—		—		8,046		8,046
Balance, September 30, 2021	35,656,193	$	36	$	499,846	(859,040)	$	(17,480)	$	(231,308)	$	251,094

The changes in shareholders’ equity for the three and nine months ended September 30, 2020 were as follows:


				Additional				Total
	Common Stock			Paid- In		Accumulated		Shareholders’
	Shares		Amount	Capital		Deficit		Equity
Balance, December 31, 2019	33,678,840	$	34	$	447,297	$	(359,899)	$	87,432
Exercise of common stock options	455,573		—		4,454		—		4,454
Issuance for employee stock purchase plan	39,411		—		357		—		357
Vesting of RSUs	195,280		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(63,064)		—		(1,358)		—		(1,358)
Stock-based compensation	—		—		4,951		—		4,951
Equity component of 2020 Convertible Notes, net of issuance costs of $1,773	—		—		44,777		—		44,777
Net income	—		—		—		450		450
Balance, March 31, 2020	34,306,040		34		500,478		(359,449)		141,063
Exercise of common stock options	131,562		—		1,626		—		1,626
Vesting of RSUs	83,461		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(26,761)		—		(564)		—		(564)
Stock-based compensation	—		—		5,584		—		5,584
Net income	—		—		—		8,058		8,058
Balance, June 30, 2020	34,494,302	$	34	$	507,124	$	(351,391)	$	155,767
Exercise of common stock options	21,726		1		313		—		314
Issuance for employee stock purchase plan	28,101		—		401		—		401
Vesting of RSUs	46,249		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(13,249)		—		(247)		—		(247)
Stock-based compensation	—		—		5,165		—		5,165
Net income	—		—		—		11,286		11,286
Balance, September 30, 2020	34,577,129	$	35	$	512,756	$	(340,105)	$	172,686

Common Stock

In May 2015, the Company adopted the Amended and Restated 2014 Stock Incentive Plan (the “Plan”), under which an aggregate of 2,700,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus an annual increase on the first day of each fiscal year until the expiration of the Plan equal to 4% of the total number of outstanding shares of common stock on December 31^st of the immediately preceding calendar year (or a lower amount as otherwise determined by the Company’s board of directors (“Board of Directors”) prior to January 1^st). As of September 30, 2021, there were 1,166,639 shares of common stock available for issuance pursuant to the Plan. The Plan provides for granting of both Internal Revenue Service qualified incentive stock options and non-qualified options, restricted stock awards, restricted stock units and performance stock units. The Company’s qualified incentive stock options, non-qualified options and restricted stock units generally vest ratably over a four-year period of service. The stock options generally have a ten-year contractual life and, upon termination, vested options are generally exercisable three months following the termination date, while unvested options are forfeited immediately upon termination. Refer to Note 13, Stock-based Compensation, for more information.

Warrants

As of September 30, 2021, the warrant issued to Assertio in November 2018 was the Company’s only outstanding warrant. In connection with the Third Amendment to the Nucynta Commercialization Agreement, the Company issued a warrant to Assertio to purchase 1,041,667 shares of common stock of the Company at an exercise price of $19.20 per share. The terms of the warrant are fixed, with the exception of customary adjustments for changes in the Company’s capitalization. The warrant may only be settled with the issuance of shares of common stock upon exercise and will expire in November 2022. The Company has recorded the relative fair value of the warrant as a component of equity interest issued by the Company as consideration transferred in the cost accumulation model for the asset acquisition. The

Company estimated the fair value of the warrant on the date of issuance to be approximately $8,043 using the Black-Scholes option-pricing model. The Company concluded that the warrant met the definition of an equity instrument and was recorded as a component of additional paid-in capital in the Company’s Condensed Consolidated Balance Sheet as of the issuance date.

Share Repurchases

In August 2021, the Company’s board of directors authorized a share repurchase program to repurchase up to $100,000 of outstanding shares of the Company’s common stock at any time or times through December 31, 2022 (the “Repurchase Program”). The Repurchase Program permits the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. Shares repurchased under the Repurchase Program will return to the Company’s pool of authorized but unissued shares available for reissuance. The timing and amount of any such repurchases will be determined based on share price, market conditions, legal requirements, and other relevant factors. The Repurchase Program can be discontinued at any time. There can be no assurance as to the timing or number of shares of any repurchases in the future. As of September 30, 2021, $17,480 had been used to repurchase shares and $82,520 remained available for share repurchases under the Repurchase Program.

The table below summarizes the shares of the Company’s common stock that the Company repurchased under the Repurchase Program during the three and nine months ended September 30, 2021 and the cost of the shares received, which were recorded as Treasury Stock in the condensed consolidated Balance Sheet.


	Three months ended September 30,		Nine months ended September 30,
	2021		2021
Number of shares repurchased		859,040		859,040
Total cost of shares received	$	17,480	$	17,480

Stock-based Compensation

9 Months Ended

Sep. 30, 2021

Stock-based Compensation

Stock-based Compensation

13. Stock-based Compensation

Performance Share Units, Restricted Stock Units and Stock Options

Performance Share Units

The Company periodically grants PSUs to certain members of the Company's senior management team. PSUs vest subject to the satisfaction of annual and cumulative performance and/or market conditions established by the Compensation Committee.

A summary of the Company’s PSU activity for the nine months ended September 30, 2021 and related information is as follows:


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2020	283,223	$	24.26
Granted	231,180		35.15
Vested	(66,974)		22.35
Forfeited	(81,720)		30.66
Performance adjustment	(12,609)		21.80
Outstanding at September 30, 2021	353,100	$	31.77

The number of PSUs granted represents the target number of shares of common stock that may be earned. However, the actual number of shares earned may vary based on the satisfaction of performance criteria. The weighted-average grant date fair value of PSUs granted for the nine months ended September 30, 2021 and 2020 was $35.15 and $28.49, respectively.

Restricted Stock Units

The Company granted RSUs to employees for the nine months ended September 30, 2021. The Company’s RSUs generally vest ratably over a four-year period of service. A summary of the Company’s RSU activity for the nine months ended September 30, 2021 and related information is as follows:


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2020	1,242,387	$	19.42
Granted	1,339,731		24.35
Vested	(444,769)		19.17
Forfeited	(295,382)		22.31
Outstanding at September 30, 2021	1,841,967	$	22.61

The weighted-average grant date fair value per share of RSUs granted for the nine months ended September 30, 2021 and 2020 was $24.35 and $21.35, respectively. The total fair value of RSUs vested (measured on the date of vesting) for the nine months ended September 30, 2021 and 2020 was $11,165 and $6,797, respectively.

Stock Options

A summary of the Company’s stock option activity for the nine months ended September 30, 2021 and related information is as follows:


				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise Price	Contractual		Intrinsic
	Shares		per Share	Term (in years)		Value
Outstanding at December 31, 2020	3,860,481	$	17.78	7.2	$	13,011
Granted	90,000		21.03
Exercised	(653,559)		14.59
Cancelled	(218,675)		20.31
Outstanding at September 30, 2021	3,078,247	$	18.37	6.3	$	8,434
Exercisable at September 30, 2021	2,326,929	$	18.21	5.7	$	6,992

The weighted-average assumptions used in the Black Scholes option pricing model to determine the fair value of the employee stock option grants were as follows:


	Nine months ended September 30,
	2021		2020
Risk-free interest rate	0.7	%	1.3	%
Volatility	67.2	%	66.2	%
Expected term (years)	6.0		6.0
Expected dividend yield	—	%	—	%

The weighted-average grant date fair value per share of stock options granted for the nine months ended September 30, 2021 and 2020 was $12.60 and $12.78, respectively.

Employee Stock Purchase Plan

The Company’s 2015 Employee Stock Purchase Plan allows employees to purchase shares of the Company’s common stock. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on (1) the first day of the purchase period or (2) the last day of the purchase period. During the nine months ended September 30, 2021, 43,719 shares of common stock were purchased for total proceeds of $755. The expense for the

three months ended September 30, 2021 and 2020 was $58 and $89, respectively. The expense for the nine months ended September 30, 2021 and 2020 was $195 and $260, respectively.

Stock-based Compensation Expense

A summary of the Company’s stock-based compensation expense was allocated as follows:


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Research and development	$	233		1,019	$	2,697		2,773
Selling, general and administrative		5,715		4,146		16,646		12,927
Total stock-based compensation expense	$	5,948	$	5,165	$	19,343	$	15,700

At September 30, 2021, there was approximately $45,947 of unrecognized compensation expense related to unvested options, restricted stock units and performance stock units, which is expected to be recognized as expense over a weighted average period of approximately 2.5 years.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies

Commitments and Contingencies

14. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may face legal claims or actions in the normal course of business. Except as disclosed below, the Company is not currently a party to any litigation and, accordingly, does not have any amounts recorded for any litigation related matters.

Xtampza ER Litigation

The Company filed the NDA for Xtampza ER as a 505(b)(2) application, which allows the Company to reference data from an approved drug listed in the FDA’s Orange Book, in this case OxyContin. The 505(b)(2) process requires that the Company certify to the FDA that the Company does not infringe any of the patents listed for OxyContin in the Orange Book, or that the patents are invalid. The process also requires that the Company notify Purdue Pharma, L.P (“Purdue”), as the holder of the NDA, and any other Orange Book-listed patent owners that it has made such a certification. On February 11, 2015, the Company made the required certification documenting why Xtampza ER does not infringe any of the 11 Orange Book listed patents for OxyContin, five of which have been invalidated in court proceedings, and provided the required notice to Purdue. Under the Drug Price Competition and Patent Term Restoration Act of 1984, Purdue had the option to sue the Company for infringement and receive a stay of up to 30 months before the FDA could issue a final approval for Xtampza ER, unless the stay was earlier terminated.

In response to these actions, Purdue sued the Company for infringement in the District of Delaware on March 24, 2015 asserting infringement of three of Purdue’s Orange Book-listed patents (Patent Nos. 7,674,799, 7,674,800, and 7,683,072) and a non-Orange Book-listed patent (Patent No. 8,652,497), and accordingly, received a 30-month stay of FDA approval.

The Delaware court transferred the case to the District of Massachusetts. After the Company filed a partial motion for judgment on the pleadings relating to the Orange Book-listed patents, the District Court of Massachusetts ordered judgment in the Company’s favor on those three patents, and dismissed the claims asserting infringement of those patents with prejudice. Upon dismissal of those claims, the 30-month stay of FDA approval was lifted. As a result, the Company was able to obtain final approval for Xtampza ER and launch the product commercially.

Purdue subsequently filed two follow-on lawsuits asserting infringement of two patents that had been late-listed in the Orange Book and therefore could not trigger any stay of FDA approval: Purdue filed suit asserting infringement of Patent No. 9,073,933 in November 2015, and asserted infringement of Patent No. 9,522,919 in April 2017. In addition, Purdue filed suit on two patents that had not been listed in the Orange Book, filing suit in June 2016 asserting infringement of Patent No. 9,155,717 and in September 2017, asserting infringement of Patent No. 9,693,961.

On March 13, 2018, the Company filed a Petition for Post-Grant Review (“PGR”) of the ʼ961 patent with the Patent Trial and Appeal Board (“PTAB”). The PGR argues that the ʼ961 patent is invalid for lack of a written description, for lack of enablement, for indefiniteness, and as being anticipated by prior art. The PTAB held oral argument on the proceedings on July 10, 2019 and was scheduled to issue a decision on the patentability of the ʼ961 patent by no later than October 4, 2019. On September 15, 2019, Purdue commenced a voluntary case under chapter 11 of title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. On September 24, 2019, Purdue gave the PTAB notice of its bankruptcy filing and sought the imposition of an automatic stay of the PGR proceedings. On October 2, 2019, the PTAB extended the one-year period for issuing its decision by up to six months.

In October 2017, and in response to the filing of the Company’s Supplemental NDA (“sNDA”) seeking to update the drug abuse and dependence section of the Xtampza ER label, Purdue filed another suit asserting infringement of the ʼ933 and ʼ919 patent. The Company filed a motion to dismiss that action, and the Court granted its motion on January 16, 2018.

A claim construction hearing was held on June 1, 2017. On November 21, 2017, the Court issued its claim construction ruling, construing certain claims of the ʼ933, ʼ497, and ʼ717 patents. The Court issued an order on September 28, 2018 in which it granted in part a motion for summary judgment that the Company filed. Specifically, the Court ruled that the Xtampza ER formulation does not infringe the ʼ497 and ʼ717 patents. On September 18, 2019, Purdue gave the Court notice of its bankruptcy filing and sought the imposition of an automatic stay of the proceedings. On September 20, 2019, the matter was stayed pending further order of the Court.

On September 1, 2020, the Bankruptcy Court entered an Order Granting Motions for Relief from the Automatic Stay, lifting the automatic stays in both the District of Massachusetts and PTAB proceedings. The Company appealed the Bankruptcy Court’s Order, in part, and that appeal is stayed, on consent by Purdue, pending the outcome of the PTAB proceedings and any appeal thereto. On September 11, 2020, Purdue filed a motion to terminate the PTAB action on the basis that those proceedings had gone beyond the 18-month statutory period. The Company opposed Purdue’s motion. On June 28, 2021, the Company advised the PTAB that District Court litigation on the ‘961 patent had resumed but that District Court Judge Saylor had expressed interest in a decision of the PTAB and stated the Court did not want the PTAB to drop the PGR in favor of the District Court Litigation. On October 8, 2021, the PTAB advised the parties that the PGR panel expects to issue a paper in the PGR proceeding within one month.

On April 2, 2021, the Court granted Purdue’s Motion to Lift the Stay in the District of Massachusetts that was entered following Purdue’s Notice of Bankruptcy. On April 9, 2021, Purdue filed another follow-on lawsuit asserting infringement of U.S. Patent No. 10,407,434, which was late-listed in the Orange Book and therefore could not trigger any stay of FDA approval. The Company responded to Purdue’s complaint asserting the ’434 patent with a motion to dismiss. On May 21, 2021, and in response to the Company’s motion to dismiss, Purdue filed an amended complaint asserting the ’434 patent. The Company renewed its motion to dismiss on June 4, 2021, arguing: (i) Purdue cannot, as a matter of law, state a claim for infringement under § 271(e)(2)(A); (ii) Purdue cannot, as a matter of law, state a claim for product-by-process infringement under §271(g); and (iii) Purdue has not alleged facts sufficient to support any indirect infringement theory under §271(b) or (c). The Court held a hearing on the Company’s motion to dismiss on October 13, 2021, and the motion is pending before the Court.

Like the prior follow-on lawsuits, the ’434 patent litigation was consolidated into the lead case and a scheduling order was entered. On October 5, 2021, the Court held a claim construction hearing for the ʼ961 patent and the ʼ434 patent. The scheduling order set the fact discovery deadline on March 11, 2022, and an expert discovery deadline of May 17, 2022. The court has not set a deadline for dispositive motions or trial.

The remaining patents-in-suit in the lead consolidated action in the District of Massachusetts are the ʼ933, ʼ919, ʼ434, and ʼ961 patents. Purdue has made a demand for monetary relief, and requested a judgment of infringement, an adjustment of the effective date of FDA approval, and an injunction on the sale of the Company’s products accused of infringement. The Company has denied all claims and has requested a judgment that the remaining asserted patents are invalid and/or not infringed; the Company is also seeking a judgment that the case is exceptional and has requested an award of the Company’s attorneys’ fees for defending the case.

The Company plans to defend this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Nucynta Litigation

On February 7, 2018, Purdue filed a patent infringement suit against the Company in the District of Delaware. Specifically, Purdue argues that the Company’s sale of immediate-release and extended-release Nucynta infringes U.S. Patent Nos. 9,861,583, 9,867,784, and 9,872,836. Purdue has made a demand for monetary relief in its complaint but has not quantified its alleged damages.

On December 6, 2018, the Company filed an Amended Answer asserting an affirmative defense for patent exhaustion. On December 10, 2018, the Court granted the parties’ stipulation for resolution of the Company’s affirmative defense of patent exhaustion and stayed the action, with the exception of briefing on and resolution of the Company’s Motion for Judgment on the Pleadings related to patent exhaustion and any discovery related to that Motion. Also, on December 10, 2018, the Company filed a Rule 12(c) Motion for Judgment on the Pleadings, arguing that the Purdue’s claims were barred by the doctrine of patent exhaustion. On June 18, 2019, the Court heard oral argument on the Company’s Rule 12(c) Motion for Judgment on the Pleadings. On June 19, 2019, the Court issued an order stating that “judgment in Collegium’s favor is warranted under the doctrine of patent exhaustion to the extent Collegium’s alleged infringing activities resulted from sales that fall within the scope of that covenant.” The Court explained, however, that based on the current record, it was not possible “to determine whether title of the Nucynta Products was transferred to Collegium” from sales authorized by Purdue’s covenant not to sue. The Court ordered discovery on this issue and the case remained “stayed with the exception of discovery and briefing on and resolution of the Company’s anticipated motion for summary judgment based on patent exhaustion.”

On September 19, 2019, Purdue gave the Court notice of its bankruptcy filing and sought the imposition of an automatic stay of the proceedings. The Nucynta litigation is subject to the automatic bankruptcy stay.

Pending resolution of the bankruptcy action, the Company plans to defend this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Opioid Litigation

As a result of the opioid epidemic, numerous state and local governments, healthcare providers, and other entities have brought suit against manufacturers, wholesale distributors, and pharmacies alleging a variety of claims related to opioid marketing and distribution practices. In late 2017, the U.S. Judicial Panel on Multidistrict Litigation ordered the consolidation of what were then a few hundred cases pending around the country in federal court against opioid manufacturers and distributors into a Multi-District Litigation (MDL) in the Northern District of Ohio. Currently, the Opioid MDL consists of over 2,000 opioid-related cases brought primarily by states, cities, counties, and other local entities. Generally speaking, these suits do not seek damages for injuries to individuals but rather compensation for the cost of public services needed to address the consequences of addicted communities, ranging from emergency response capabilities to rehabilitation services. The Company has been named as a defendant in a small subset of the MDL cases. Of the 21 MDL cases that have named the Company as a defendant, the allegations against it have been dismissed or withdrawn in 13 cases. In addition, the Company has been dismissed from three non-MDL cases filed in Pennsylvania and Arkansas state courts.

Eight cases that name the Company as a defendant, originally filed in three states, remain pending in the MDL:

Virginia. On January 11, 2019, the City of Portsmouth filed a lawsuit in Virginia Circuit Court against the Company and other pharmaceutical manufacturers and distributors. The lawsuit alleges a variety of claims related to opioid marketing and distribution practices including public nuisance, common law fraud, negligent misrepresentation, negligence, and violations of state consumer protection laws. On October 3, 2019, the City of Portsmouth case was transferred to the MDL.

New Jersey. On March 15, 2019, the Company was named in a lawsuit in the MDL by the City of Paterson, New Jersey. The lawsuit alleges violations of fraud, public nuisance, negligent misrepresentation, and violations of state consumer protection laws, and seeks, generally, penalties and/or injunctive relief. On June 14, 2019, the City of Trenton filed a lawsuit in the New Jersey Superior Court against the Company and other pharmaceutical manufacturers and distributors. The lawsuit alleges a variety of claims related to opioid marketing and distribution practices including public nuisance, common law fraud, negligent misrepresentation, negligence, and violations of state consumer protection laws and the New Jersey Drug Dealer Liability Act. On

December 18, 2019, the case was transferred to the MDL.

Connecticut. On April 9, 2019, the City of Norwich, Connecticut and the Town of Enfield, Connecticut filed lawsuits that name the Company in Connecticut Superior Court. The lawsuits allege violations of fraud, public nuisance, negligent misrepresentation, and violations of state consumer protection laws. On June 28, 2019, both cases were transferred to the MDL. In October 2019, the Company was named in two additional Connecticut lawsuits: the City of Middletown and the Town of Wethersfield. These cases were both also transferred to the MDL in July 2019. Finally, on January 15, 2020, the Town of Windham, Connecticut filed a lawsuit that names the Company, among other pharmaceutical manufacturers, in Connecticut Superior Court. The lawsuit alleges violations of fraud, public nuisance, negligent misrepresentation, and violations of state consumer protection laws. On March 3, 2020, the lawsuit was transferred to the MDL.

Each of the lawsuits in the MDL naming the Company seeks, generally, penalties and injunctive relief. None of the lawsuits naming the Company are designated as representative cases in the MDL, and therefore, are effectively currently stayed.

Outside of the MDL, there are several cases pending against the Company in state courts in Pennsylvania and Massachusetts:

In Pennsylvania, six lawsuits naming the Company have been consolidated for discovery purposes in the Delaware County Court of Common Pleas as part of a consolidated proceeding of similar lawsuits brought by numerous Pennsylvania counties against other pharmaceutical manufacturers and distributors. These include lawsuits filed between May 2018 and July 2019 on behalf of Bucks County, Clinton County, Mercer County, Warrington Township, Warminster Township, and the City of Lock Haven, each of Pennsylvania, alleging claims related to opioid marketing and distribution, including negligence, fraud, unjust enrichment, public nuisance, and violations of state consumer protections laws. None of these cases has been designated a Track One case in which discovery would commence, and therefore they are all effectively stayed at present.

In Massachusetts, there are lawsuits by the City of Worcester, the City of Salem, the City of Framingham, the Town of Lynnfield, the City of Springfield, the City of Haverhill, the City of Gloucester, the Town of Canton, the Town of Wakefield, the City of Chicopee, the Town of Natick, the City of Cambridge and the Town of Randolph, all of which have been consolidated before the Business Litigation Session of the Superior Court. The actions allege a variety of claims related to opioid marketing and distribution practices including public nuisance, common law fraud, negligent misrepresentation, negligence, violations of Mass Gen. Laws ch. 93A, Section 11, unjust enrichment and civil conspiracy. The case brought by the City of Springfield was selected to advance for the purpose of motion practice, defendants’ motions to dismiss were denied on January 3, 2020. There is no trial date set for this case.

The Company disputes the allegations in these lawsuits and intends to vigorously defend these actions. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Opioid-Related Request and Subpoenas

The Company, like a number of other pharmaceutical companies, has received subpoenas or civil investigative demands related to opioid sales and marketing. The Company has received such subpoenas or civil investigative demands from the Offices of the Attorney General of each of Washington, New Hampshire, Maryland and Massachusetts. The Company is currently cooperating with each of the foregoing states in their respective investigations.

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Taxes

Income Taxes

15. Income Taxes

The Company is subject to U.S. federal and state income taxes. The income tax provision for interim periods reflects the Company’s estimate of the annual effective tax rate expected to be applicable for the full fiscal year, adjusted for any discrete events which are recorded in the period in which they occur.

The following table presents information regarding Company’s income tax (benefit) provision recognized for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Provision for (benefit from) income taxes	$	991	$	280	$	(61,049)	$	526
Effective tax rate		11.0%		2.4%		(172.0)%		2.6%

The Company provides a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In determining the extent to which a valuation allowance for deferred tax assets is required, the Company evaluates all available evidence including projections of future taxable income, carry back opportunities, reversal of certain deferred tax liabilities, and other tax planning strategies. Prior to generating income during the year ended December 31, 2020, the Company had a history of operating losses and a valuation allowance was maintained on the majority of the Company’s deferred tax assets through March 31, 2021.

As a result of sustained positive earnings history through cumulative earnings over the last three years, as of June 30, 2021, the Company began using projections of future taxable income as a source of realizing its deferred tax assets. Accordingly, the Company released the portion of the valuation allowance on deferred tax assets expected to be realized through future earnings in the three months ended June 30, 2021. The Company recognized a discrete deferred tax benefit of $63,026 in the nine months ended September 30, 2021. The net operating losses expected to be recovered through ordinary income in the year ended December 31, 2021 are included in the annual effective tax rate. Changes in estimates of the portion of the operating losses expected to be recovered in the current year will impact the annual effective tax rate in the applicable period. The Company has maintained a valuation allowance on the portion of its deferred tax assets that are not more likely than not to be realized due to tax limitation or other conditions of $1,966 as of September 30, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Collegium Pharmaceutical, Inc. (a Virginia corporation) as well as the accounts of Collegium Securities Corp. (a Massachusetts corporation), incorporated in December 2015, and Collegium NF, LLC (a Delaware limited liability company), organized in December 2017, both wholly owned subsidiaries requiring consolidation. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to fairly present the financial position of the Company as of September 30, 2021, and the results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Estimates in the Company’s consolidated financial statements include revenue recognition, including the estimates of product returns, units prescribed, discounts and allowances related to commercial sales of products, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of intangible assets and tax valuation allowances. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”).
Subsequent Events	Subsequent Events In November 2021, the Company’s Board of Directors authorized an accelerated share repurchase program to repurchase $25,000 of the company’s common stock, as part of the $100,000 Repurchase Program authorized in August 2021.
Recently Accounting Pronouncements	Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 affect a wide variety of income tax accounting standards with the objective of reducing their complexity. The new standard became effective for annual and interim periods beginning after December 15, 2020. The Company adopted this standard effective January 1, 2021 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to ease the potential burden in accounting for reference rate reform. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The new standard became effective immediately and may be applied prospectively to contracts and transactions through December 31, 2022. Subsequent to issuance, the FASB issued ASU 2021-01 in January 2021 to refine and clarify some of its guidance on ASU 2020-04. Upon the transition of the Company’s contracts and transactions to new reference rates in connection with reference rate reform, the Company will prospectively apply the standard and disclose the effect on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument, such as the Company’s convertible senior notes, will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. This guidance is required to be adopted by January 1, 2022, and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company elected to early adopt this guidance on January 1, 2021 using the modified retrospective method. Under this transition method, the cumulative effect of the accounting change was removing the impact of recognizing the equity component of the Company’s convertible notes (at issuance and the subsequent accounting impact of additional interest expense from debt discount amortization). The cumulative effect of the accounting change as of January 1, 2021 was an increase to the carrying amount of the convertible notes of $39,489, a reduction to accumulated deficit of $5,288, and a reduction to additional paid-in capital of $44,777. Interest expense of the convertible senior notes will be lower as a result of adoption of this guidance and diluted net loss per share will be computed using the if-converted method for the convertible senior notes. As a result of the adoption of this guidance, interest expense was decreased and net income was increased by $1,651, and basic and diluted earnings per share were increased by $0.05 and $0.04, respectively, for the three months ended September 30, 2021. Interest expense was decreased by and net income was increased by $4,804, basic earnings per share was increased by $0.13, and diluted earnings per share was decreased by $0.10 for the nine months ended September 30, 2021. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company has not yet adopted this ASU and does not expect adoption to have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption.

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contracts with Customers

Summary of product revenue provision and allowance


					Trade
	Rebates and		Product		Allowances and
Nine months ended September 30, 2021	Incentives (1)		Returns (2)		Chargebacks (3)
Balance at December 31, 2020	$	132,775	$	23,779	$	19,055
Provision related to current period sales		273,576		13,750		63,279
Changes in estimate related to prior period sales		(434)		—		6
Credits/payments made		(261,210)		(3,473)		(58,213)
Credits expired (4)		—		12,960		—
Balance at September 30, 2021	$	144,707	$	47,016	$	24,127


					Trade
	Rebates and		Product		Allowances and
Nine months ended September 30, 2020	Incentives (1)		Returns (2)		Chargebacks (3)
Balance at December 31, 2019	$	129,901	$	27,648	$	14,020
Provision related to current period sales		242,389		9,218		55,967
Changes in estimate related to prior period sales		(122)		—		(182)
Credits/payments made		(237,044)		(1,744)		(56,985)
Balance at September 30, 2020	$	135,124	$	35,122	$	12,820

(1)

(2)

(3)

(4)

Schedule of disaggregation of revenue


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Xtampza ER	$	30,016	$	32,126	$	98,448		97,191
Nucynta Products⁽¹⁾		48,827		47,050		151,058		136,554
Total product revenues, net	$	78,843	$	79,176	$	249,506	$	233,745

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share

Schedule of computations of basic and diluted net (loss) per share


	Three months ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Numerator:
Net income	$	8,046	$	11,286	$	96,551	$	19,794
Adjustment for interest expense recognized on convertible senior notes:		—		—		3,504		—
Net income — diluted	$	8,046	$	11,286	$	100,055	$	19,794
Denominator:
Weighted-average shares outstanding — basic		35,373,909		34,540,126		35,210,966		34,346,071
Effect of dilutive securities:
Stock options		435,099		325,569		564,171		438,112
Restricted stock units		333,572		194,127		405,632		250,663
Performance share units		—		9,366		—		8,736
Employee stock purchase plan		1,829		—		3,403		—
Warrants		116,765		—		164,884		11,195
Convertible senior notes		—		—		4,925,134		—

Weighted average shares outstanding — diluted		36,261,174		35,069,188		41,274,190		35,054,777

Earnings per share — basic	$	0.23	$	0.33	$	2.74	$	0.58
Earnings per share — diluted	$	0.22	$	0.32	$	2.42	$	0.56

Schedule of dilutive securities excluded from the calculation of diluted earnings per share


	Three months ended September 30,		Nine months ended September 30,
	2021	2020	2021	2020
Stock options	1,433,791	2,418,599	1,360,024	2,305,756
Restricted stock units	694,694	601,679	50,450	601,679
Performance share units	353,100	267,498	353,100	267,498
Employee stock purchase plan	—	26,137	—	26,137
Warrants	—	1,041,667	—	—
Convertible senior notes	4,925,134	4,925,134	—	4,925,134

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value of Financial Instruments

Schedule of financial instruments measured at fair value by level within fair value hierarchy


						Significant
				Quoted Prices		other		Significant
				in active		observable		unobservable
				markets		inputs		inputs
		Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2021
Money market funds, included in cash equivalents	$	45,076	$	45,076	$	—	$	—

December 31, 2020
Money market funds, included in cash equivalents	$	45,069	$	45,069	$	—	$	—

Inventory (Tables)

9 Months Ended

Sep. 30, 2021

Inventory

Schedule of Inventory


	As of September 30,		As of December 31,
	2021		2020
Raw materials	$	4,216	$	3,514
Work in process		2,443		1,096
Finished goods		10,699		11,004
Total inventory	$	17,358	$	15,614

Intangible Asset (Tables)

9 Months Ended

Sep. 30, 2021

Intangible Asset

Schedule of gross carrying amount and accumulated amortization of the Nucynta Intangible Asset


	As of September 30,		As of December 31,
	2021		2020
Gross carrying amount	$	521,170	$	521,170
Accumulated amortization		(235,652)		(185,266)
Intangible asset, net	$	285,518	$	335,904

Summary of costs included in acquired asset


Acquisition consideration:
Base purchase price	$	375,000
Cash paid for inventory		6,030
Transaction costs		6,297
Reduction for 2020 cash transferred to Assertio under the prior Nucynta Commercialization Agreement₍₁₎		(13,071)
Reduction for accrued royalty obligation discharged upon closing₍₁₎		(1,145)
Total acquisition consideration:	$	373,111

(1)

The Company then allocated the consideration transferred to the individual assets acquired on a relative fair value basis as summarized in the table below:


Assets acquired:
Nucynta Intangible Asset	$	367,081
Inventory		6,030
Total consideration allocated to assets acquired:	$	373,111

Summary of the gross carrying amount, accumulated amortization, and net book value


		Gross Carrying Value		Accumulated Amortization		Net Book Value
Balance as of December 31, 2019	$	154,089	$	(124,586)	$	29,503
Amortization expense through Nucynta Acquisition		—		(1,754)		(1,754)
Additional cost incurred from Nucynta Acquisition		367,081		—		367,081
Amortization expense from Nucynta Acquisition through period end		—		(58,926)		(58,926)
Balance as of December 31, 2020	$	521,170	$	(185,266)	$	335,904
Amortization expense through period end		—		(50,386)		(50,386)
Balance as of September 30, 2021	$	521,170	$	(235,652)	$	285,518

Summary of amortization expense


	Three months ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Nucynta amortization expense included in cost of product revenues	$	16,796	$	16,795	$	50,386	$	43,885

Schedule of future amortization expenses


Years ended December 31,	Amortization Expense
2021	$	16,795
2022		67,181
2023		67,181
2024		67,181
2025		67,180
Remaining amortization expense:	$	285,518

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Accrued Expenses

Schedule of components of accrued expenses


	As of September 30,		As of December 31,
	2021		2020
Accrued royalties	$	6,836	$	12,954
Accrued bonuses		2,924		4,571
Accrued product taxes and fees		2,395		1,817
Accrued repurchases of common stock		1,956		—
Accrued audit and legal		1,657		445
Accrued payroll and related benefits		1,352		892
Accrued incentive compensation		1,279		1,417
Accrued sales and marketing		640		261
Accrued interest		472		1,415
Accrued income taxes		36		—
Accrued other operating costs		1,045		884
Total accrued expenses	$	20,592	$	24,656

Term Notes Payable (Tables)

9 Months Ended

Sep. 30, 2021

Pharmakon Term Notes

Debt Instrument [Line Items]

Schedule of future payments under debt agreements


Years ended December 31,	Principal Payments
2021	$	12,500
2022		50,000
2023		50,000
2024		12,500
Total before unamortized discount and issuance costs	$	125,000
Less: unamortized discount and issuance costs		(3,033)
Total term notes	$	121,967

Convertible Senior Notes (Tables)

9 Months Ended

Sep. 30, 2021

Debt Instrument [Line Items]

Summary of convertible notes outstanding


Principal	$	143,750
Less: unamortized issuance costs		(4,012)
Net carrying amount	$	139,738

Schedule of total interest expense recognized related to the convertible notes


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Contractual interest expense	$	943	$	943	$	2,831	$	2,379
Amortization of debt discount		—		1,620		—		3,979
Amortization of debt issuance costs		228		129		673		316
Total interest expense	$	1,171	$	2,692	$	3,504	$	6,674

Convertible senior notes

Debt Instrument [Line Items]

Schedule of principal repayments of debt


Years ended December 31,	Future Minimum Payments
2021	$	—
2022		3,773
2023		3,773
2024		3,773
2025		3,773
Thereafter		145,638
Total minimum payments	$	160,730
Less: interest		(16,980)
Less: unamortized issuance costs		(4,012)
Convertible senior notes	$	139,738

Equity (Tables)

9 Months Ended

Sep. 30, 2021

Equity

Summary of changes in Shareholders' Equity

The changes in shareholders’ equity for the three and nine months ended September 30, 2021 were as follows:


				Additional							Total
	Common Stock			Paid- In		Treasury Stock			Accumulated		Shareholders’
	Shares		Amount	Capital		Shares		Amount	Deficit		Equity
Balance, December 31, 2020	34,612,054	$	35	$	519,143	—	$	—	$	(333,147)	$	186,031
Cumulative effect adjustment for adoption of ASU 2020-06	—		—		(44,777)	—		—		5,288		(39,489)
Exercise of common stock options	289,164		—		4,102	—		—		—		4,102
Issuance for employee stock purchase plan	24,630		—		358	—		—		—		358
Vesting of RSUs and PSUs	413,538		—		—	—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(135,562)		—		(3,508)	—		—		—		(3,508)
Stock-based compensation	—		—		6,879	—		—		—		6,879
Net income	—		—		—	—		—		15,662		15,662
Balance, March 31, 2021	35,203,824	$	35	$	482,197	—	$	—	$	(312,197)	$	170,035
Exercise of common stock options	273,127		1		4,092	—		—		—		4,093
Vesting of RSUs and PSUs	65,107		—		—	—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(18,141)		—		(421)	—		—		—		(421)
Stock-based compensation	—		—		6,516	—		—		—		6,516
Net income	—		—		—	—		—		72,843		72,843
Balance, June 30, 2021	35,523,917	$	36	$	492,384	—	$	—	$	(239,354)	$	253,066
Exercise of common stock options	91,268		—		1,337	—		—		—		1,337
Issuance for employee stock purchase plan	19,089		—		397	—		—		—		397
Vesting of RSUs and PSUs	33,098		—		—	—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(11,179)		—		(220)	—		—		—		(220)
Share repurchases	—		—		—	(859,040)		(17,480)		—		(17,480)
Stock-based compensation	—		—		5,948	—		—		—		5,948
Net income	—		—		—	—		—		8,046		8,046
Balance, September 30, 2021	35,656,193	$	36	$	499,846	(859,040)	$	(17,480)	$	(231,308)	$	251,094

The changes in shareholders’ equity for the three and nine months ended September 30, 2020 were as follows:


				Additional				Total
	Common Stock			Paid- In		Accumulated		Shareholders’
	Shares		Amount	Capital		Deficit		Equity
Balance, December 31, 2019	33,678,840	$	34	$	447,297	$	(359,899)	$	87,432
Exercise of common stock options	455,573		—		4,454		—		4,454
Issuance for employee stock purchase plan	39,411		—		357		—		357
Vesting of RSUs	195,280		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(63,064)		—		(1,358)		—		(1,358)
Stock-based compensation	—		—		4,951		—		4,951
Equity component of 2020 Convertible Notes, net of issuance costs of $1,773	—		—		44,777		—		44,777
Net income	—		—		—		450		450
Balance, March 31, 2020	34,306,040		34		500,478		(359,449)		141,063
Exercise of common stock options	131,562		—		1,626		—		1,626
Vesting of RSUs	83,461		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(26,761)		—		(564)		—		(564)
Stock-based compensation	—		—		5,584		—		5,584
Net income	—		—		—		8,058		8,058
Balance, June 30, 2020	34,494,302	$	34	$	507,124	$	(351,391)	$	155,767
Exercise of common stock options	21,726		1		313		—		314
Issuance for employee stock purchase plan	28,101		—		401		—		401
Vesting of RSUs	46,249		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(13,249)		—		(247)		—		(247)
Stock-based compensation	—		—		5,165		—		5,165
Net income	—		—		—		11,286		11,286
Balance, September 30, 2020	34,577,129	$	35	$	512,756	$	(340,105)	$	172,686

Schedule of shares repurchased under the Repurchase Program


	Three months ended September 30,		Nine months ended September 30,
	2021		2021
Number of shares repurchased		859,040		859,040
Total cost of shares received	$	17,480	$	17,480

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Stock-based Compensation

Summary of performance share units activity


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2020	283,223	$	24.26
Granted	231,180		35.15
Vested	(66,974)		22.35
Forfeited	(81,720)		30.66
Performance adjustment	(12,609)		21.80
Outstanding at September 30, 2021	353,100	$	31.77

Summary of restricted stock units activity


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2020	1,242,387	$	19.42
Granted	1,339,731		24.35
Vested	(444,769)		19.17
Forfeited	(295,382)		22.31
Outstanding at September 30, 2021	1,841,967	$	22.61

Summary of stock option activity


				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise Price	Contractual		Intrinsic
	Shares		per Share	Term (in years)		Value
Outstanding at December 31, 2020	3,860,481	$	17.78	7.2	$	13,011
Granted	90,000		21.03
Exercised	(653,559)		14.59
Cancelled	(218,675)		20.31
Outstanding at September 30, 2021	3,078,247	$	18.37	6.3	$	8,434
Exercisable at September 30, 2021	2,326,929	$	18.21	5.7	$	6,992

Schedule of fair value assumption using Black-Scholes option-pricing model


	Nine months ended September 30,
	2021		2020
Risk-free interest rate	0.7	%	1.3	%
Volatility	67.2	%	66.2	%
Expected term (years)	6.0		6.0
Expected dividend yield	—	%	—	%

Summary of stock-based compensation


	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Research and development	$	233		1,019	$	2,697		2,773
Selling, general and administrative		5,715		4,146		16,646		12,927
Total stock-based compensation expense	$	5,948	$	5,165	$	19,343	$	15,700

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2021

Income Taxes

Schedule of income tax expense recognized


	Three months ended September 30,				Nine months ended September 30,
		2021		2020		2021		2020
Provision for (benefit from) income taxes	$	991	$	280	$	(61,049)	$	526
Effective tax rate		11.0%		2.4%		(172.0)%		2.6%

Nature of Business (Details) - Nucynta Products - USD ($) $ in Thousands		1 Months Ended
	Feb. 13, 2020	Feb. 29, 2020
Assertio \| Nucynta Purchase Agreement
Aggregate purchase price		$ 375,000
Grnenthal
Royalty payment as percentage of annual net sales	14.00%
Grnenthal \| Nucynta Purchase Agreement
Aggregate purchase price	$ 375,000
Royalty payment as percentage of annual net sales	14.00%

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Nov. 30, 2021	Aug. 31, 2021	Dec. 31, 2020
Share repurchase program authorized amount										$ 100,000
Convertible senior notes, net carrying value	$ 139,738						$ 139,738				$ 99,575
Accumulated deficit	(231,308)						(231,308)				(333,147)
Additional paid-in capital	499,846						499,846				519,143
Interest Expense	5,115			$ 8,063			16,257	$ 21,145
Net income	$ 8,046	$ 72,843	$ 15,662	$ 11,286	$ 8,058	$ 450	$ 96,551	$ 19,794
Earnings Per Share, Basic	$ 0.23			$ 0.33			$ 2.74	$ 0.58
Earnings per share - diluted (in dollars per share)	$ 0.22			$ 0.32			$ 2.42	$ 0.56
Subsequent Events
Share repurchase program authorized amount									$ 25,000
Accounting Standards Update 2020-06 \| Adjustment
Convertible senior notes, net carrying value											39,489
Accumulated deficit											(5,288)
Additional paid-in capital											$ (44,777)
Interest Expense	$ (1,651)						$ (4,804)
Net income	$ 1,651						$ 4,804
Earnings Per Share, Basic	$ 0.05						$ 0.13
Earnings per share - diluted (in dollars per share)	$ 0.04						$ (0.10)

Revenue from Contracts with Customers - Narrative (Details)	9 Months Ended
	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Practical expedient incremental cost	true
Returns policy, threshold product return period	18 months
Returns policy, threshold product return period prior to expiration	6 months
Returns policy, threshold product return period after expiration	12 months
Minimum
Disaggregation of Revenue [Line Items]
Term of payment received	30 days
Maximum
Disaggregation of Revenue [Line Items]
Term of payment received	90 days

Revenue from Contracts with Customers - Transaction Price and Variable Consideration (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Allowance categories
Previously credited product returns	$ 12,960
Rebates and Incentives
Allowance categories
Balance at beginning of the period	132,775	$ 129,901
Provision related to current period sales	273,576	242,389
Changes in estimate related to prior period sales	(434)	(122)
Credits/payments made	(261,210)	(237,044)
Balance at end of the period	144,707	135,124
Product Returns
Allowance categories
Balance at beginning of the period	23,779	27,648
Provision related to current period sales	13,750	9,218
Credits/payments made	(3,473)	(1,744)
Credits expired	12,960
Balance at end of the period	47,016	35,122
Trade Allowances and Chargebacks
Allowance categories
Balance at beginning of the period	19,055	14,020
Provision related to current period sales	63,279	55,967
Changes in estimate related to prior period sales	6	(182)
Credits/payments made	(58,213)	(56,985)
Balance at end of the period	$ 24,127	$ 12,820

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue
Product revenues, net	$ 78,843	$ 79,176	$ 249,506	$ 233,745
Xtampza ER
Disaggregation of Revenue
Product revenues, net	30,016	32,126	98,448	97,191
Nucynta Products
Disaggregation of Revenue
Product revenues, net	48,827	47,050	151,058	136,554
Nucynta IR
Disaggregation of Revenue
Product revenues, net	29,086	30,000	88,853	87,044
Nucynta ER
Disaggregation of Revenue
Product revenues, net	$ 19,741	$ 17,050	$ 62,205	$ 49,510

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

License Agreements (Details) - Nucynta Products - Grnenthal	Feb. 13, 2020
License Agreements [Line Items]
Royalty payment as percentage of annual net sales	14.00%
Nucynta Purchase Agreement
License Agreements [Line Items]
Royalty payment as percentage of annual net sales	14.00%

Earnings Per Share - Computation of Net Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
EARNINGS PER SHARE
Net income	$ 8,046	$ 72,843	$ 15,662	$ 11,286	$ 8,058	$ 450	$ 96,551	$ 19,794
Interest expense on notes payable							3,504
Net income - diluted	$ 8,046			$ 11,286			$ 100,055	$ 19,794
Weighted-average shares outstanding - basic	35,373,909			34,540,126			35,210,966	34,346,071
Weighted-average shares outstanding - diluted (in shares)	36,261,174			35,069,188			41,274,190	35,054,777
Earnings per share - basic (in dollars per share)	$ 0.23			$ 0.33			$ 2.74	$ 0.58
Earnings per share - diluted (in dollars per share)	$ 0.22			$ 0.32			$ 2.42	$ 0.56
Stock options
EARNINGS PER SHARE
Effect of dilutive securities:	435,099			325,569			564,171	438,112
Restricted stock units
EARNINGS PER SHARE
Effect of dilutive securities:	333,572			194,127			405,632	250,663
Performance share units
EARNINGS PER SHARE
Effect of dilutive securities:				9,366				8,736
Employee stock purchase plan
EARNINGS PER SHARE
Effect of dilutive securities:	1,829						3,403
Warrants
EARNINGS PER SHARE
Effect of dilutive securities:	116,765						164,884	11,195
Convertible senior notes
EARNINGS PER SHARE
Effect of dilutive securities:							4,925,134

Earnings Per Share - Anti-dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Stock options
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	1,433,791	2,418,599	1,360,024	2,305,756
Restricted stock units
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	694,694	601,679	50,450	601,679
Performance share units
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	353,100	267,498	353,100	267,498
Employee stock purchase plan
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)		26,137		26,137
Warrants
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)		1,041,667
Convertible senior notes
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	4,925,134	4,925,134		4,925,134

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Transfer of Assets From Level 1 to Level 2	$ 0	$ 0
Transfer of Assets From Level 2 to Level 1	0	0
Transfer of Liabilities From Level 1 to Level 2	0	0
Transfer of Liabilities From Level 2 to Level 1	0	0
Transfer of Assets Into Level 3	0	0
Transfer of Assets Out of Level 3	0	0
Transfer of Liabilities Into Level 3	0	0
Transfer of Liabilities Out of Level 3	0	$ 0
Convertible senior notes, fair value	144,759
Convertible senior notes, net carrying value	139,738		$ 99,575
Money market funds
Cash equivalents	45,076		45,069
Quoted Prices in active markets (Level 1) \| Money market funds
Cash equivalents	$ 45,076		$ 45,069

Inventory (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Inventory
Raw materials	$ 4,216		$ 4,216		$ 3,514
Work in process	2,443		2,443		1,096
Finished goods	10,699		10,699		11,004
Total inventory	17,358		17,358		$ 15,614
Inventory used in the construction and installation of property and equipment	$ 0	$ 1,199	$ 516	$ 1,812

Intangible Asset (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Gross carrying amount	$ 521,170	$ 521,170
Accumulated amortization	(235,652)	(185,266)
Remaining amortization expense	285,518	335,904
Nucynta Products
Gross carrying amount	521,170	521,170	$ 154,089
Accumulated amortization	(235,652)	(185,266)	(124,586)
Remaining amortization expense	$ 285,518	$ 335,904	$ 29,503

Intangible Asset - Nucynta Acquisitions (Details) - Nucynta Purchase Agreement - Nucynta Products	1 Months Ended
	Feb. 29, 2020 USD ($)
Acquisition consideration:
Base purchase price	$ 375,000,000
Cash paid for inventory	6,030,000
Transaction costs	6,297,000
Reduction for 2020 cash transferred to Assertio under the prior Nucynta Commercialization Agreement	(13,071,000)
Reduction for accrued royalty obligation discharged upon closing	(1,145,000)
Total acquisition consideration	373,111,000
Reduction to base purchase price	14,216,000
Consideration transferred to assets acquired:
Nucynta Intangible Asset	367,081,000
Inventory	6,030,000
Total consideration allocated to assets acquired	373,111,000
Assertio
Finite-Lived Intangible Assets [Line Items]
Aggregate purchase price	$ 375,000,000

Intangible Asset - Nucynta Commercialization Agreement - Table (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		11 Months Ended
	Feb. 05, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Feb. 29, 2020	Dec. 31, 2019
Gross carrying amount		$ 521,170		$ 521,170		$ 521,170
Amortization expense		(16,796)	$ (16,795)	(50,386)	$ (43,885)
Accumulated amortization		(235,652)		(235,652)		(185,266)
Remaining amortization expense		285,518		285,518		335,904
Nucynta Products
Gross carrying amount		521,170		521,170		521,170		$ 154,089
Amortization expense	$ (1,754)			(50,386)		(58,926)
Accumulated amortization		(235,652)		(235,652)		(185,266)		(124,586)
Additional costs incurred							$ 367,081
Remaining amortization expense		$ 285,518		$ 285,518		$ 335,904		$ 29,503

Intangible Asset - Amortization (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended		11 Months Ended
	Feb. 29, 2020	Feb. 05, 2020	Jan. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible asset (in years)	5 years 10 months 24 days		4 years
Nucynta amortization expense included in cost of product revenues				$ 16,796	$ 16,795	$ 50,386	$ 43,885
Remaining amortization period (in years)						4 years 3 months 18 days
2021				16,795		$ 16,795
2022				67,181		67,181
2023				67,181		67,181
2024				67,181		67,181
2025				67,180		67,180
Remaining amortization expense				285,518		285,518		$ 335,904
Nucynta Products
Finite-Lived Intangible Assets [Line Items]
Nucynta amortization expense included in cost of product revenues		$ 1,754				50,386		58,926
Remaining amortization expense				$ 285,518		$ 285,518		$ 335,904	$ 29,503

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued Expenses
Accrued royalties	$ 6,836	$ 12,954
Accrued bonuses	2,924	4,571
Accrued product taxes and fees	2,395	1,817
Accrued repurchases of common stock	1,956
Accrued audit and legal	1,657	445
Accrued payroll and related benefits	1,352	892
Accrued incentive compensation	1,279	1,417
Accrued sales and marketing	640	261
Accrued interest	472	1,415
Accrued income taxes	36
Accrued other operating costs	1,045	884
Total accrued expenses	$ 20,592	$ 24,656

Term Notes Payable - Pharmakon (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Feb. 13, 2020	Feb. 06, 2020	Sep. 30, 2021	Sep. 30, 2021
Debt
Interest expense				$ 3,504
Pharmakon Term Notes
Debt
Aggregate principal amount		$ 200,000
Proceeds from term notes	$ 200,000
Margin rate		7.50%
Debt maturity		48 months
Facility fee (as a percent)		2.50%
Facility fee amount		$ 5,000
Debt issuance costs		427
Net proceeds		194,573
Issuance cost capitalized		2,456
Threshold amount of single voluntary prepayment from equity proceeds		$ 50,000
Prepayment premium percentage		5.00%
Threshold annual net sales to be maintained		$ 200,000
Interest expense			$ 3,944	12,753
Principal repayments
2021			12,500	12,500
2022			50,000	50,000
2023			50,000	50,000
2024			12,500	12,500
Total before unamortized discount and issuance costs			125,000	125,000
Less: unamortized discount and issuance costs			(3,033)	(3,033)
Total term notes			$ 121,967	$ 121,967
Pharmakon Term Notes \| Prepayment prior to the second-year anniversary
Debt
Prepayment premium percentage		3.00%
Pharmakon Term Notes \| Prepayment on or after the second-year anniversary, but on or prior to the third-year anniversary
Debt
Prepayment premium percentage		2.00%
Pharmakon Term Notes \| Prepayment on or after the third-year anniversary
Debt
Prepayment premium percentage		1.00%
Pharmakon Term Notes \| LIBOR
Debt
Floor rate		2.00%

Term Notes Payable - Silicon Valley (Details) - Silicon Valley Bank Term Loan Facility $ in Thousands	1 Months Ended
	Jan. 31, 2020 USD ($)
Debt
Line of credit	$ 11,500
Prime
Debt
Margin rate	0.75%

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 13, 2020 USD ($) D $ / shares	Mar. 31, 2020 USD ($)	Sep. 30, 2021 USD ($) D	Dec. 31, 2020 USD ($)
Debt
Equity component of transaction costs for 2020 Convertible Notes		$ 1,773
Amortization period of debt discount				6 years
Initial carrying amount of the liability component				$ 97,200
Carrying amount of the equity component				46,550
Convertible senior notes, net carrying value			$ 139,738	99,575
Accumulated deficit			(231,308)	(333,147)
Additional paid-in capital			499,846	519,143
Adjustment \| Accounting Standards Update 2020-06
Debt
Convertible senior notes, net carrying value				39,489
Accumulated deficit				(5,288)
Additional paid-in capital				$ (44,777)
Convertible senior notes
Debt
Interest rate (as a percent)	2.625%
Aggregate principal amount	$ 143,750
Total debt issuance cost	5,473
Equity component of transaction costs for 2020 Convertible Notes	1,773
Debt discount	$ 3,700
Amortization period of debt discount	6 years
Initial conversion rate	34.2618
Initial conversion price \| $ / shares	$ 29.19
Conversion, threshold percentage of stock price trigger	130.00%
Conversion, threshold trading days \| D	20
Conversion, threshold consecutive trading days \| D	30
Consecutive business days \| D	5
Measurement period \| D	10
Threshold percentage to product of sale price of common stock and conversion rate	98.00%
Default period	30 days
Threshold amount of money borrowed	$ 20,000
Convertible senior notes, net carrying value			$ 139,738
Convertible senior notes \| Conversion of convertible debt after the calendar quarter ending on March 31, 2020
Debt
Conversion, threshold percentage of stock price trigger			130.00%
Conversion, threshold trading days \| D			20
Conversion, threshold consecutive trading days \| D			30

Convertible Senior Notes - Outstanding (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Debt
Net carrying amount	$ 139,738	$ 99,575
Convertible senior notes
Debt
Principal	143,750
Less: unamortized issuance costs	(4,012)
Net carrying amount	$ 139,738
Debt term	6 years
Effective interest rate	3.26%

Convertible Senior Notes - Interest Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Debt
Total interest expense			$ 3,504
Convertible senior notes
Debt
Contractual interest expense	$ 943	$ 943	2,831	$ 2,379
Amortization of debt discount		1,620		3,979
Amortization of debt issuance costs	228	129	673	316
Total interest expense	$ 1,171	$ 2,692	$ 3,504	$ 6,674

Convertible Senior Notes - Future Minimum Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Principal repayments
Convertible senior notes	$ 139,738	$ 99,575
Convertible senior notes
Principal repayments
2022	3,773
2023	3,773
2024	3,773
2025	3,773
Thereafter	145,638
Total minimum payments	160,730
Less: interest	(16,980)
Less: unamortized issuance costs	(4,012)
Convertible senior notes	$ 139,738

Equity - Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Balance at beginning of period	$ 253,066	$ 170,035	$ 186,031	$ 155,767	$ 141,063	$ 87,432	$ 186,031	$ 87,432
Exercise of common stock options	1,337	4,093	4,102	314	1,626	4,454
Issuance for employee stock purchase plan	397		358	401		357
Shares withheld for employee taxes upon vesting of RSUs				(247)	(564)	(1,358)
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(220)	(421)	(3,508)
Share repurchase	$ (17,480)						$ (17,480)
Share repurchase (in shares)	(859,040)						(859,040)
Stock-based compensation	$ 5,948	6,516	6,879	5,165	5,584	4,951
Equity component of 2020 Convertible Notes, net of issuance costs of $1,773						44,777
Equity component of transaction costs for 2020 Convertible Notes						1,773
Net income	8,046	72,843	15,662	11,286	8,058	450	$ 96,551	19,794
Balance at end of period	251,094	253,066	170,035	172,686	155,767	141,063	251,094	172,686
Adjustment
Balance at beginning of period		(39,489)
Balance at end of period			(39,489)
Common Stock
Balance at beginning of period	$ 36	$ 35	$ 35	$ 34	$ 34	$ 34	$ 35	$ 34
Balance at beginning of period, shares	35,523,917	35,203,824	34,612,054	34,494,302	34,306,040	33,678,840	34,612,054	33,678,840
Exercise of common stock options		$ 1		$ 1
Exercise of common stock options, shares	91,268	273,127	289,164	21,726	131,562	455,573
Issuance for employee stock purchase plan, shares	19,089		24,630	28,101		39,411
Vesting of RSUs and PSUs, shares	33,098	65,107	413,538	46,249	83,461	195,280
Shares withheld for employee taxes upon vesting of RSUs, shares				(13,249)	(26,761)	(63,064)
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(11,179)	(18,141)	(135,562)
Balance at end of period	$ 36	$ 36	$ 35	$ 35	$ 34	$ 34	$ 36	$ 35
Balance at end of period, shares	35,656,193	35,523,917	35,203,824	34,577,129	34,494,302	34,306,040	35,656,193	34,577,129
Additional Paid-In Capital
Balance at beginning of period	$ 492,384	$ 482,197	$ 519,143	$ 507,124	$ 500,478	$ 447,297	$ 519,143	$ 447,297
Exercise of common stock options	1,337	4,092	4,102	313	1,626	4,454
Issuance for employee stock purchase plan	397		358	401		357
Shares withheld for employee taxes upon vesting of RSUs				(247)	(564)	(1,358)
Shares withheld for employee taxes upon vesting of RSUs and PSUs	(220)	(421)	(3,508)
Stock-based compensation	5,948	6,516	6,879	5,165	5,584	4,951
Equity component of 2020 Convertible Notes, net of issuance costs of $1,773						44,777
Balance at end of period	499,846	492,384	482,197	512,756	507,124	500,478	499,846	512,756
Additional Paid-In Capital \| Adjustment
Balance at beginning of period		(44,777)
Balance at end of period			(44,777)
Treasury Stock, at cost
Share repurchase	$ (17,480)
Share repurchase (in shares)	(859,040)
Balance at end of period	$ (17,480)						$ (17,480)
Balance at end of period, shares	(859,040)						(859,040)
Accumulated Deficit
Balance at beginning of period	$ (239,354)	(312,197)	(333,147)	(351,391)	(359,449)	(359,899)	$ (333,147)	(359,899)
Net income	8,046	72,843	15,662	11,286	8,058	450
Balance at end of period	$ (231,308)	(239,354)	(312,197)	$ (340,105)	$ (351,391)	$ (359,449)	$ (231,308)	$ (340,105)
Accumulated Deficit \| Adjustment
Balance at beginning of period		$ 5,288
Balance at end of period			$ 5,288

Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Aug. 31, 2021	Nov. 30, 2018	May 31, 2015
Equity
Fair value of warrant	$ 8,043	$ 8,043
Share repurchase program authorized amount			$ 100,000
Treasury stock repurchased	17,480	17,480
Amount available for share repurchases under the program	$ 82,520	$ 82,520
Number of shares repurchased (in shares)	859,040	859,040
Total cost of shares received	$ 17,480	$ 17,480
2014 Stock Incentive Plan
Equity
Shares of common stock authorized for issuance (in shares)					2,700,000
Increase in number of authorized shares on the first day of each fiscal year, as a percentage of outstanding common stock (as a percent)		4.00%
Shares of common stock remaining available for future grant (in shares)	1,166,639	1,166,639
Vesting period (in years)		4 years
Contractual life (in years)		10 years
Third Amendment to the Nucynta Commercialization Agreement
Equity
Number of shares that can be purchased				1,041,667
Exercise price of warrant (in dollars per share)				$ 19.20
Maximum \| 2014 Stock Incentive Plan
Equity
Period following termination date vested options are exercisable (in months)		3 months

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Stock-based compensation
Proceeds from issuances of common stock from employee stock purchase plans			$ 755	$ 758
Unrecognized compensation cost related to outstanding options	$ 45,947		$ 45,947
Period over which unrecognized compensation cost is expected to be recognized as expense			2 years 6 months
Restricted stock units
Stock-based compensation
Vesting period (in years)			4 years
Total fair value of shares vested			$ 11,165	$ 6,797
Stock options
Stock-based compensation
Weighted-average grant date fair value per share of grants (in dollars per share)			$ 12.60	$ 12.78
Employee stock purchase plan
Stock-based compensation
Employee Stock Purchase Plan, Purchase Price Percentage			85.00%
Issuance for employee stock purchase plan, shares			43,719
Proceeds from issuances of common stock from employee stock purchase plans			$ 755
Total purchased proceeds	$ 58	$ 89	$ 195	$ 260

Stock-based Compensation - Summary of Restricted Stock and Performance Share Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Performance share units
Number of shares
Balance	283,223
Granted	231,180
Vested	(66,974)
Forfeited	(81,720)
Performance adjustment	(12,609)
Balance	353,100
Weighted-average grant date fair value per share
Balance	$ 24.26
Granted	35.15	$ 28.49
Vested	22.35
Forfeited	30.66
Performance adjustment	21.80
Balance	$ 31.77
Restricted stock units
Number of shares
Balance	1,242,387
Granted	1,339,731
Vested	(444,769)
Forfeited	(295,382)
Balance	1,841,967
Weighted-average grant date fair value per share
Balance	$ 19.42
Granted	24.35	$ 21.35
Vested	19.17
Forfeited	22.31
Balance	$ 22.61

Stock-based Compensation - Summary of Stock Option Activity (Details) - Stock options $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Stock option activity
Outstanding \| shares	3,860,481
Granted \| shares	90,000
Exercised \| shares	(653,559)
Cancelled \| shares	(218,675)
Outstanding \| shares	3,078,247	3,860,481
Exercisable at end of period \| shares	2,326,929
Weighted average exercise price per share
Outstanding \| $ / shares	$ 17.78
Granted \| $ / shares	21.03
Exercised \| $ / shares	14.59
Cancelled \| $ / shares	20.31
Outstanding \| $ / shares	18.37	$ 17.78
Exercisable at end of period \| $ / shares	$ 18.21
Stock option activity, additional information
Outstanding Weighted-Average Remaining Contractual Term	6 years 3 months 18 days	7 years 2 months 12 days
Outstanding Aggregate Intrinsic Value \| $	$ 8,434	$ 13,011
Exercisable at end of period, Weighted-Average Remaining Contractual Term	5 years 8 months 12 days
Exercisable at end of period, Aggregate Intrinsic Value \| $	$ 6,992

Stock-based Compensation - Summary of Valuation Assumptions Used (Details)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants
Risk-free interest rate	0.70%	1.30%
Volatility	67.20%	66.20%
Expected term (in years)	6 years	6 years

Stock-based Compensation - Summary of Stock-Based Compensation Included in Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Stock-based compensation
Total stock-based compensation expense	$ 5,948	$ 5,165	$ 19,343	$ 15,700
Research and development expenses
Stock-based compensation
Total stock-based compensation expense	233	1,019	2,697	2,773
Selling, general and administrative expenses
Stock-based compensation
Total stock-based compensation expense	$ 5,715	$ 4,146	$ 16,646	$ 12,927

Commitments and Contingencies (Details)					1 Months Ended	9 Months Ended	16 Months Ended	18 Months Ended
Commitments and Contingencies (Details)	Sep. 11, 2020	Oct. 02, 2019	Mar. 24, 2015 patent	Feb. 11, 2015 patent	Oct. 31, 2019 case	Sep. 30, 2021 case lawsuit state	Sep. 30, 2017 patent	Apr. 30, 2017 lawsuit patent
Xtampza ER Litigation
Commitments and Contingencies
Number of patents listed in FDA Orange Book \| patent				11
Stay period before FDA can issue a final approval unless it is terminated				30 months
Number of patents allegedly infringed \| patent				5			2	2
Number of lawsuits filed								2
PTAB duration for issuing decision		1 year
Statutory period of proceedings	18 months
Duration to issue a paper in the PGR proceedings	1 month
Xtampza ER Litigation \| Maximum
Commitments and Contingencies
PTAB extended duration for issuing decision		6 months
Xtampza ER Litigation, District of Delaware
Commitments and Contingencies
Stay period before FDA can issue a final approval unless it is terminated			30 months
Number of patents allegedly infringed \| patent			3
Xtampza ER Litigation, District of Massachusetts
Commitments and Contingencies
Stay period before FDA can issue a final approval unless it is terminated			30 months
Number of patents allegedly infringed \| patent			3
Opioid Litigation
Commitments and Contingencies
Number of lawsuits filed						6
Number of lawsuits designated as representative cases						0
Number of lawsuits designated as Track One case						0
Multi-District Litigation (MDL)
Commitments and Contingencies
Number of states filed cases \| state						3
Total number of cases brought primarily by states, cities, counties, and other local entities \| case						2,000
Number of lawsuits filed					2	21
Number of lawsuits currently stayed \| case						8
Number of lawsuits settled						13
Number of lawsuits dismissed						3

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Taxes
Provision for (benefit from) income taxes	$ 991	$ 280	$ (61,049)	$ 526
Effective tax rate	11.00%	2.40%	(172.00%)	2.60%
Minimum period, positive earnings history (in years)			3 years
Deferred tax benefit			$ 63,026
Valuation allowance	$ 1,966		$ 1,966

- Definition

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

+ References + Details