0001558370-24-001526 | 10-K | XBRL Viewer | Collegium Pharmaceutical INC

Years Ended December 31,

Weighted-average remaining lease term — operating leases (years)

Weighted-average discount rate — operating leases

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Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities
Accrued royalties	$ 14,198	$ 13,770
Accrued product taxes and fees	5,013	4,352
Accrued bonuses	4,987	6,347
Accrued interest	2,853	1,410
Accrued income taxes	2,136
Accrued payroll and related benefits	1,511	1,208
Accrued incentive compensation	1,375	1,507
Accrued sales and marketing	1,198	2,130
Accrued audit and legal	700	1,957
Accrued other operating costs	3,600	3,448
Total accrued liabilities	$ 37,571	$ 36,129

Employee Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Benefits (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Benefits
Total expense for contributions made	$ 1,759	$ 1,315	$ 1,236

Acquisitions (Details) $ in Thousands	Mar. 22, 2022 USD ($)
BioDelivery Sciences International, Inc
Business Acquisition [Line Items]
Consideration paid	$ 669,431

Revenue from Contracts with Customers

12 Months Ended

Dec. 31, 2023

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 wholesalers (customers), which in turn sell the product to pharmacies or other outlets for the treatment of patients.

Revenue Recognition

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 with a customer, 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, 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.

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.

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.

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: (i) rebates and incentives, including managed care rebates, government rebates, co-pay program incentives, and sales incentives and allowances; (ii) product returns, including return estimates; and (iii) trade allowances and chargebacks, including fees for distribution services, 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.

The Company bases its estimates of variable consideration, which could include estimates of future rebates, returns, and other adjustments, on historical data and other information. Estimates include: (i) timing of the rebates and returns incurred; (ii) pricing adjustments related to rebates and returns; and (iii) the quantity of product that will be rebated or returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period.

Rebates and Incentives

Provisions for rebates and incentives are based on the estimated amount of rebates and incentives to be claimed on the related sales. 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 wholesalers. Given that wholesalers sell the product to pharmacies, which in turn dispense the product to patients, claims can be submitted significantly after 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 future estimates, which could have an effect on earnings in the period of the adjustment.

Product Returns

Provisions for product returns, including returns for Xtampza, the Nucynta Products, Belbuca and Symproic, are based on product-level returns rates, including processed as well as unprocessed return claims, in addition to relevant market events and other factors. Estimates of the future product returns are made at the time of revenue recognition to determine the amount of consideration to which the Company expects to be entitled (that is, excluding the products expected to be returned). At the end of each reporting period, the Company analyzes trends in returns rates and updates its assessment of variable consideration. To the extent the Company receives amounts in excess of what it expects to be entitled to receive due to a product return, the Company does not recognize revenue when it transfers products to customers but instead recognizes those excess amounts received as a refund liability. The Company updates the measurement of the refund liability at the end of each reporting period for changes in expectations about the amount of refunds with the corresponding adjustments recognized as revenue (or reductions of revenue).

The Company provides the right of return to its customers for an 18-month window beginning six months prior to expiration and up until twelve months after expiration. The Company’s customers short-pay an existing invoice upon notice of a product return claim. Adjustments to the preliminary short-paid claims are processed when the return claim is validated and finalized. The Company’s return policy requires that product is returned and that the return is claimed within the 18-month window.

2021 Returns Adjustment

Prior to the year ended December, 31, 2021, estimates of the refund liability for Xtampza product returns were based on a combination of a limited amount of historical actual returns processed to date, taking into consideration the expiration date of product upon delivery to customers, as well as forecasted customer buying and return patterns, channel inventory levels, and other specifically known market events and trends. Sales of Xtampza increased significantly starting in 2018; as a result, the majority of Xtampza sold to customers by the Company had not been eligible for return until the year ended December 31, 2021, or beyond. For the Nucynta Products, estimates of the refund liability for product returns were based on historical returns rates as these products have been commercially sold in the U.S. since 2009 for Nucynta IR and since 2011 for Nucynta ER. Because the Company began selling the Nucynta Products in 2018, most of the Nucynta Products sold to customers by the Company were not eligible for return until the year ended December 31, 2021, or beyond.

During the year ended December 31, 2021, there were unprecedented and significant disruptions in the processing of product returns. Specifically, the Company’s customers, via the third-party returns processor that they and many pharmacies engage to process the majority of the Company’s product returns, failed to return products to the Company in the ordinary course. The value of actual returned product during the year ended December 31, 2021 represented less than 20% of the value of the product returns claimed during that period. Due to the failure of the customers and their vendor to return product timely in the ordinary course, the Company did not physically receive returned products corresponding to the substantial majority of the returns claimed and could not validate or finalize customer return claims, nor determine if the return was or would be eligible for refund upon the physical return. The lack of timely processing of requested product returns obscures information related to the validation of product returns and increases uncertainty related to the actual volume of product that will be physically returned and credited in accordance with the Company’s returns policy.

During the fourth quarter of 2021, after significant and sustained efforts with customers to resolve the unprocessed return claims, the Company formally denied a significant portion of these claims under the Company’s return policy. The Company subsequently received payment for only a portion of the denied claims and vigorously pursued collections of the full amount of these short-pay receivables. As a result of discussions with customers related to unprocessed return claims and the uncertainty associated with the ultimate resolution, as well as the impact of unprocessed claims on estimates of future returns, the Company recorded an adjustment to reduce product revenues, net of $38,329, with offsetting reductions in accounts receivable or increases in the refund liability for future product returns.

During the year ended December 31, 2022, the Company revised its estimate of variable consideration associated with unprocessed returns claims that arose in prior periods due to the receipt of payment and settlement, which resulted in an increase to product revenues, net of $4,684. During the year ended December 31, 2021, the Company’s adjustment was a $26,644 reduction in product revenues.

Trade Allowances and Chargebacks

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.

At the end of each reporting period, the Company updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained). Variable consideration, including the risk of customer concessions, is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved.

Significant judgment is required to determine the variable consideration included in the transaction price as described above. Adjustments to the estimated variable consideration included in the transaction price occurs when new information indicates that the estimate should be revised. If the value of accepted and processed claims is different than the amount estimated and included in variable consideration, then adjustments would impact product revenues, net and earnings in the period such revisions become known. The amount of variable consideration ultimately received and included in the transaction price may materially differ from the Company’s estimates, resulting in additional adjustments recorded to increase or decrease product revenues, net.

The following table summarizes activity in each of the Company’s product revenue provision and allowance categories for the years ended December 31, 2023, 2022, and 2021, respectively:


					Trade
	Rebates and		Product		Allowances and
	Incentives⁽¹⁾		Returns ⁽²⁾		Chargebacks ⁽³⁾
Balance as of December 31, 2020	$	132,775	$	23,779	$	19,055
Provision related to current period sales		378,694		27,229		84,470
Changes in estimate related to prior period sales		1,121		8,763		4
Credits/payments made		(370,211)		(5,154)		(90,303)
Balance as of December 31, 2021	$	142,379	$	54,617	$	13,226
Acquired from BDSI		38,074		18,187		7,575
Provision related to current period sales		497,250		38,250		132,547
Changes in estimate related to prior period sales		(619)		2,505		(592)
Credits/payments made		(520,147)		(40,005)		(130,698)
Balance as of December 31, 2022	$	156,937	$	73,554	$	22,058
Provision related to current period sales		424,013		41,993		149,976
Changes in estimate related to prior period sales		(4,802)		4,268		555
Credits/payments made		(426,322)		(42,310)		(151,672)
Balance as of December 31, 2023	$	149,826	$	77,505	$	20,917

(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 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 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 consolidated balance sheets.

As of December 31, 2023, 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. As such, the Company disaggregates its product revenues, net from contracts with customers by product, as disclosed in the table below.


	Years Ended December 31,
	2023		2022		2021
Belbuca	$	182,095	$	126,461	$	—
Xtampza ER		177,374		138,804		103,708
Nucynta IR		108,150		112,058		102,222
Nucynta ER		82,653		72,418		70,938
Symproic		16,495		12,267		—
Other		—		1,925		—
Total product revenues, net	$	566,767	$	463,933	$	276,868

The Company began recognizing revenue from net product sales of Belbuca and Symproic following the Acquisition Date as defined in Note 4, Acquisitions.

- 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.

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+ Details

Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible senior notes, carrying value	$ 262,125				$ 140,873				$ 262,125	$ 140,873
Accumulated deficit	(233,189)				(281,344)				(233,189)	(281,344)
Additional paid-in capital	565,949				538,073				565,949	538,073
Interest expense	19,281	$ 20,768	$ 21,863	$ 21,427	20,575	$ 19,046	$ 17,761	$ 5,831	83,339	63,213	$ 21,014
Increase in net income	$ 31,940	$ 20,634	$ 13,007	$ (17,426)	$ (7,199)	$ 457	$ (5,191)	$ (13,069)	$ 48,155	$ (25,002)	$ 71,517
Impact on earnings per share - basic	$ 0.99	$ 0.61	$ 0.38	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)	$ 1.43	$ (0.74)	$ 2.05
Impact on earnings per share - diluted	$ 0.82	$ 0.53	$ 0.34	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)	$ 1.29	$ (0.74)	$ 1.86
ASU 2020-06 \| Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest expense											$ (6,488)
Increase in net income											$ 6,488
Impact on earnings per share - basic											$ 0.19
Impact on earnings per share - diluted											$ (0.06)
ASU 2020-06 \| Adjustment.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible senior notes, carrying value												$ 39,489
Accumulated deficit												5,288
Additional paid-in capital												$ (44,777)

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 31,940	$ 20,634	$ 13,007	$ (17,426)	$ (7,199)	$ 457	$ (5,191)	$ (13,069)	$ 48,155	$ (25,002)	$ 71,517

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1B
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Feb. 29, 2020	Jan. 31, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-based compensation
Weighted-average grant date fair value per share of grants (in dollars per share)					$ 12.60
Stock-based compensation expense			$ 27,136	$ 22,874	$ 24,255
Shares of common stock authorized for issuance (in shares)			2,244,157
Proceeds from issuances of common stock from employee stock purchase plans			$ 460	337	755
Total intrinsic value of stock options exercised			$ 4,786	$ 3,943	$ 6,456
Performance share units
Stock-based compensation
Vesting period (in years)		3 years
Weighted-average grant date fair value per share of grants (in dollars per share)			$ 38.71	$ 24.12	$ 35.15
Stock-based compensation expense			$ 7,037	$ 5,398	$ 4,817
Performance period	3 years			3 years	3 years
Cumulative performance period	3 years			3 years	3 years
Unrecognized compensation cost related to outstanding options			$ 5,585
Period over which unrecognized compensation cost is expected to be recognized as expense			1 year 7 months 6 days
Share Based Compensation Arrangement By Share Based Payment Award Average Stock Price Period	30 days			30 days	30 days
Share Based Compensation Arrangement By Share Based Payment Award Period Of Cumulative Revenue Goals		3 years
Performance share units \| Minimum
Stock-based compensation
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	0.00%	0.00%		0.00%	0.00%
Performance share units \| Maximum
Stock-based compensation
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	200.00%	200.00%
Restricted stock units
Stock-based compensation
Weighted-average grant date fair value of shares granted			$ 26.25	$ 17.53	$ 24.23
Total fair value of shares vested			$ 17,677	$ 10,166	$ 11,165
Unrecognized compensation cost other than options			$ 37,022
Period over which unrecognized compensation cost is expected to be recognized as expense			2 years 7 months 6 days
Weighted-average grant date fair value of RSUs			$ 13,398	12,547	8,526
Employee Stock Option [Member]
Stock-based compensation
Purchase price percentage			85.00%
Issuance for employee stock purchase plan, shares			26,505
Proceeds from issuances of common stock from employee stock purchase plans			$ 460
Employee stock purchase plan compensation expenses			209	$ 117	$ 224
Unrecognized compensation cost related to outstanding options			$ 110
Period over which unrecognized compensation cost is expected to be recognized as expense			2 months 12 days

Revenue from Contracts with Customers - Product Revenue Provision and Allowance Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Rebates and Incentives
Allowance categories
Balance as of beginning of the period	$ 156,937	$ 142,379	$ 132,775
Acquired from BDSI		38,074
Provision related to current period sales	424,013	497,250	378,694
Changes in estimate related to prior period sales	(4,802)	(619)	1,121
Credits/payments made	(426,322)	(520,147)	(370,211)
Balance as of end of the period	149,826	156,937	142,379
Product Returns
Allowance categories
Balance as of beginning of the period	73,554	54,617	23,779
Acquired from BDSI		18,187
Provision related to current period sales	41,993	38,250	27,229
Changes in estimate related to prior period sales	4,268	2,505	8,763
Credits/payments made	(42,310)	(40,005)	(5,154)
Balance as of end of the period	77,505	73,554	54,617
Trade Allowances and Chargebacks
Allowance categories
Balance as of beginning of the period	22,058	13,226	19,055
Acquired from BDSI		7,575
Provision related to current period sales	149,976	132,547	84,470
Changes in estimate related to prior period sales	555	(592)	4
Credits/payments made	(151,672)	(130,698)	(90,303)
Balance as of end of the period	$ 20,917	$ 22,058	$ 13,226

Leases - Operating Lease Arrangements (Details) $ in Thousands	1 Months Ended
	Mar. 31, 2018 USD ($) ft² item	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2018
Lessee, Lease, Description [Line Items]
Operating lease assets		$ 6,029	$ 6,861
Operating lease liabilities		$ 7,112
Vehicle leases
Lessee, Lease, Description [Line Items]
Lease term				12 months
Stoughton, Massachusetts
Lessee, Lease, Description [Line Items]
Square of feet of space \| ft²	50,678
Lease term	10 years
Number of renewal periods \| item	2
Term of lease extension option	5 years
Base rent	$ 1,214
Maximum \| Stoughton, Massachusetts
Lessee, Lease, Description [Line Items]
Increase in annual base rent	3.10%
Minimum \| Stoughton, Massachusetts
Lessee, Lease, Description [Line Items]
Increase in annual base rent	2.50%

Stock-based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-based compensation
Total stock-based compensation expense	$ 27,136	$ 22,874	$ 24,255
Research and development
Stock-based compensation
Total stock-based compensation expense		1,591	3,422
Selling, general and administrative
Stock-based compensation
Total stock-based compensation expense	$ 27,136	$ 21,283	$ 20,833

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets - Cost, accumulated amortization, and carrying amount of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets
Cost	$ 951,170	$ 956,170
Accumulated Amortization	(529,462)	(388,702)
Carrying Amount	$ 421,708	567,468
Belbuca
Goodwill and Intangible Assets
Amortization Period (Years)	4 years 9 months 18 days
Cost	$ 360,000	360,000
Accumulated Amortization	(133,821)	(58,428)
Carrying Amount	$ 226,179	301,572
Nucynta Products
Goodwill and Intangible Assets
Amortization Period (Years)	8 years 6 months
Cost	$ 521,170	521,170
Accumulated Amortization	(382,710)	(319,628)
Carrying Amount	$ 138,460	201,542
Symproic
Goodwill and Intangible Assets
Amortization Period (Years)	9 years 7 months 6 days
Cost	$ 70,000	70,000
Accumulated Amortization	(12,931)	(5,646)
Carrying Amount	$ 57,069	64,354
Elyxyb
Goodwill and Intangible Assets
Cost		5,000
Accumulated Amortization		$ (5,000)

Equity

12 Months Ended

Dec. 31, 2023

Equity

Equity

16. Equity

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 31st of the immediately preceding calendar year (or a lower amount as otherwise determined by the Company’s Board of Directors prior to January 1st). As of December 31, 2023, there were 1,876,424 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 between one and three months following the termination date, while unvested options are forfeited

immediately upon termination. Shares issued under all of the Company’s plans are funded through the issuance of new shares. Refer to Note 17, Stock-based Compensation, for more information.

Warrants

In connection with execution of the Third Amendment to the Nucynta Commercialization Agreement, the Company issued a warrant to Assertio Therapeutics, Inc. to purchase 1,041,667 shares of common stock of the Company (the “Warrant”) at an exercise price of $19.20 per share. The Warrant was set to expire in November 2022 and included customary adjustments for changes in the Company’s capitalization. In November 2022, the Warrant was exercised through a cashless exercise and the Company issued 40,666 shares. As of December 31, 2023, there were no outstanding warrants remaining.

Share Repurchases

Prior Repurchase Program

In August 2021, the Company’s Board of Directors authorized the repurchase of up to $100,000 of shares of its common stock at any time or times through December 31, 2022 (the “Prior Repurchase Program”). The Prior Repurchase Program permitted 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.

In October 2021, the Company’s Board of Directors authorized an accelerated share repurchase (“ASR”) program to repurchase $25,000 of the Company’s common stock, as part of the Company’s $100,000 Prior Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $25,000 on November 15, 2021, and initially received 1,026,694 shares, representing 80% of the upfront payment on a price per share of $19.48, the closing price on the date the agreement was executed. The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through January 7, 2022, minus an agreed upon discount between the parties. On January 7, 2022, the ASR agreement settled and the Company received an additional 307,132 shares, bringing the total shares repurchased pursuant to the ASR agreement to 1,333,826.

The ASR agreement was accounted for as two distinct transactions: (1) an immediate repurchase of common stock, recorded as a treasury stock transaction, and (2) a forward contract indexed to the Company’s own stock. The forward contract, which represented the remaining shares to be delivered by the investment bank, was recorded as a reduction to stockholders’ equity and was still outstanding as of December 31, 2021.

The Prior Repurchase Program expired on December 31, 2022. Through December 31, 2022, the Company repurchased 3,235,823 shares at a weighted-average price of $19.14 per share for a total of $61,924 under the Prior Repurchase Program. Repurchased shares were returned to the Company’s pool of authorized but unissued shares. The cost of repurchased shares were recorded as treasury stock in the consolidated balance sheet. Shares repurchased under the Prior Repurchase Program resulted in an immediate reduction of shares outstanding used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share. As the Company was entitled to receive additional shares of its common stock in connection with the outstanding forward contracts, the receipt of additional shares of common stock was antidilutive. Therefore, no adjustments were made in the computation of earnings per share for the period the forwards were outstanding.

2023 Repurchase Program

In January 2023, the Company’s Board of Directors authorized the repurchase of up to $100,000 of shares of its common stock at any time or times through December 31, 2023 (the “2023 Repurchase Program”). The 2023 Repurchase Program permitted 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.

In July 2023, the Company’s Board of Directors authorized an ASR program to repurchase $50,000 of the Company’s common stock, as part of the Company’s $100,000 2023 Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $50,000 on August 7, 2023, and received 1,702,852 shares, representing 80% of the upfront payment on a price per share of $23.49, the closing price on the date the agreement was executed. The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through October 31, 2023, minus an agreed upon discount between the parties. In October 2023, the ASR agreement settled and the Company received an additional 462,442 shares, bringing the total shares repurchased pursuant to the ASR agreement to 2,165,294.

In November 2023, the Company’s Board of Directors authorized a second ASR program as part of the Company’s $100,000 2023 Repurchase Program to repurchase $25,000 of the Company’s common stock. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $25,000 on November 9, 2023, and received 865,426 shares, representing 80% of the upfront payment on a price per share of $23.11, the closing price on the date the agreement was executed. The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through December 29, 2023, minus an agreed upon discount between the parties. In December 2023, the ASR agreement settled and the Company received an additional 57,349 shares, bringing the total shares repurchased pursuant to the ASR agreement to 922,775.

Each ASR agreement was accounted for as two distinct transactions: (1) an immediate repurchase of common stock, recorded as a treasury stock transaction, and (2) a forward contract indexed to the Company’s own stock. The forward contracts, which represented the remaining shares to be delivered by the investment bank, were recorded as a reduction to stockholders’ equity. Both forward contracts associated with these ASR agreements were settled and not outstanding as of December 31, 2023.

The 2023 Repurchase Program expired on December 31, 2023. Through December 31, 2023, the Company repurchased 3,088,069 shares at a weighted-average price of $24.29 per share for a total of $75,000 under the 2023 Repurchase Program. Repurchased shares were returned to the Company’s pool of authorized but unissued shares. The cost of repurchased shares were recorded as treasury stock in the consolidated balance sheet. Shares repurchased under the 2023 Repurchase Program resulted in an immediate reduction of shares outstanding used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share. As the Company was entitled to receive additional shares of its common stock in connection with the outstanding forward contracts, the receipt of additional shares of common stock was antidilutive. Therefore, no adjustments were made in the computation of earnings per share for the period the forwards were outstanding.

2024-2025 Repurchase Program

In January 2024, the Company’s Board of Directors authorized the repurchase of up to $150,000 of the Company’s common stock through June 30, 2025 (the “2024-2025 Repurchase Program”). The 2024-2025 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. The timing and amount of any shares purchased on the open market will be determined based on the Company’s evaluation of the market conditions, share price and other factors. The Company plans to utilize existing cash on hand to fund share repurchases.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (d)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings Per Share - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Stock Option [Member]
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	259,405	1,683,805	1,202,403
Restricted stock units
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	31,050	2,047,571	22,605
Performance share units
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	308,680	447,770	242,714
Employee stock purchase plan.
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)	18,591
Convertible senior notes
Anti-dilutive securities
Dilutive securities excluded from the calculation of diluted earnings per share (in shares)		4,925,134

Goodwill and Intangible Assets - Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Balance as of beginning of the period	$ 133,695
Goodwill resulting from BDSI Acquisition		$ 133,695
Measurement period adjustments from BDSI Acquisition	162
Balance as of ending of the period	$ 133,857	$ 133,695

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Stock-based Compensation - Summary of Valuation Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2021
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%
Volatility	67.20%
Expected term (years)	6 years

Acquisitions - Estimated Fair Value of Net Assets Acquired (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Mar. 22, 2022
Liabilities Assumed
Goodwill	$ 133,857	$ 133,695
BioDelivery Sciences International, Inc
Assets Acquired
Cash and cash equivalents			$ 97,362
Accounts receivable			55,495
Inventory			77,382
Prepaid expenses and other current assets			6,125
Property and equipment			1,242
Operating lease assets			481
Intangible assets			435,000
Total assets			673,087
Liabilities Assumed
Accounts payable			12
Accrued liabilities			18,249
Accrued rebates, returns and discounts			56,261
Operating lease liabilities			481
Deferred tax liabilities			62,510
Total liabilities			137,513
Total identifiable net assets acquired			535,574
Goodwill			133,857
Total consideration transferred			669,431
Increase in inventory			$ 54,700

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 238,947	$ 173,688
Marketable securities	71,601
Accounts receivable, net	179,525	183,119
Inventory	32,332	46,501
Prepaid expenses and other current assets	15,195	16,681
Total current assets	537,600	419,989
Property and equipment, net	15,983	19,521
Operating lease assets	6,029	6,861
Intangible assets, net	421,708	567,468
Restricted cash	1,047	2,547
Deferred tax assets	26,259	23,950
Other noncurrent assets	825	100
Goodwill	133,857	133,695
Total assets	1,143,308	1,174,131
Current liabilities
Accounts payable	8,692	3,494
Accrued liabilities	37,571	36,129
Accrued rebates, returns and discounts	227,331	230,491
Current portion of term notes payable	183,333	162,500
Current portion of operating lease liabilities	988	1,112
Total current liabilities	457,915	433,726
Term notes payable, net of current portion	221,713	397,578
Convertible senior notes	262,125	140,873
Operating lease liabilities, net of current portion	6,124	7,112
Total liabilities	947,877	979,289
Commitments and contingencies (refer to Note 13)
Shareholders' equity:
Preferred stock, $0.001 par value; authorized shares - 5,000,000
Common stock, $0.001 par value; authorized shares - 100,000,000; 38,192,441 issued and 31,868,549 outstanding shares as of December 31, 2023 and 37,084,759 issued and 33,848,936 outstanding shares as of December 31, 2022	38	37
Additional paid-in capital	565,949	538,073
Treasury stock, at cost; 6,323,892 shares as of December 31, 2023 and 3,235,823 shares as of December 31, 2022	(137,381)	(61,924)
Accumulated other comprehensive income	14
Accumulated deficit	(233,189)	(281,344)
Total shareholders' equity	195,431	194,842
Total liabilities and shareholders' equity	$ 1,143,308	$ 1,174,131

Marketable securities - Components (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Marketable securities
Amortized Cost	$ 76,316
Gross Unrealized Gains	59
Gross Unrealized Losses	(45)
Fair Value	76,330
Corporate debt securities
Marketable securities
Amortized Cost	41,610
Gross Unrealized Gains	47
Gross Unrealized Losses	(45)
Fair Value	41,612
U.S. Treasury securities
Marketable securities
Amortized Cost	30,189
Gross Unrealized Gains	8
Fair Value	30,197
Government-sponsored securities
Marketable securities
Amortized Cost	4,517
Gross Unrealized Gains	4
Fair Value	$ 4,521

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2023

2022 Term Loan

Debt Instrument [Line Items]

Schedule of total interest expense recognized related to the convertible notes


	Years Ended December 31,
	2023		2022		2021
Contractual interest expense	$	67,499	$	51,155	$	13,834
Amortization of debt issuance costs		7,468		7,378		2,505
Total interest expense	$	74,967	$	58,533	$	16,339

Schedule of future payments under debt agreements


Years ended December 31,	Principal Payments
2024	$	183,333
2025		183,333
2026		45,834
Total before unamortized discount and issuance costs	$	412,500
Less: unamortized discount and issuance costs		(7,454)
Total term notes	$	405,046

Convertible senior notes

Debt Instrument [Line Items]

Schedule of convertible notes outstanding


	2026 Convertible Notes		2029 Convertible Notes		Total Convertible Notes
Principal	$	26,350	$	241,500	$	267,850
Less: unamortized issuance costs		(358)		(5,367)		(5,725)
Net carrying amount	$	25,992	$	236,133	$	262,125

Schedule of total interest expense recognized related to the convertible notes


	Years Ended December 31,
	2023		2022		2021
Contractual interest expense	$	7,206	$	3,773	$	3,773
Amortization of debt issuance costs		1,166		907		902
Total interest expense	$	8,372	$	4,680	$	4,675

Schedule of future payments under debt agreements


Years ended December 31,	2026 Convertible Notes		2029 Convertible Notes		Total Convertible Notes
2024	$	692	$	6,943	$	7,635
2025		692		6,943		7,635
2026		26,696		6,943		33,639
2027		—		6,943		6,943
2028		—		6,943		6,943
Thereafter		—		244,972		244,972
Total minimum payments	$	28,080	$	279,687	$	307,767
Less: interest		(1,730)		(38,187)		(39,917)
Less: unamortized issuance costs		(358)		(5,367)		(5,725)
Convertible Notes carrying value	$	25,992	$	236,133	$	262,125

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Debt - Convertible Notes - Interest Expenses (Details) - Convertible Notes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt
Contractual interest expense	$ 7,206	$ 3,773	$ 3,773
Amortization of debt issuance costs	1,166	907	902
Total interest expense	$ 8,372	$ 4,680	$ 4,675

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Acquisitions - Unaudited Pro Forma Summary of Operations (Details) - BioDelivery Sciences International, Inc - USD ($) $ in Thousands		12 Months Ended
	Jan. 01, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Total revenues		$ 493,284	$ 443,571
Net income		$ 8,674	$ 15,015
Acquisition costs	$ 14,718
Employee severance related expense	$ 8,008

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Other Current Assets

Schedule of components of prepaid expenses and other current assets


	Years Ended December 31,
	2023		2022
Prepaid regulatory fees	$	5,938	$	5,614
Prepaid income taxes		1,416		5,138
Prepaid co-pay program incentives		1,758		1,907
Prepaid insurance		672		960
Manufacturing deposits		2,640		—
Other current assets		93		57
Other prepaid expenses		2,678		3,005
Prepaid expenses and other current assets	$	15,195	$	16,681

Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 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
Maximum percentage of value of actual returned product to product returns claimed												20.00%
Product revenues, net	$ 149,745	$ 136,709	$ 135,546	$ 144,767	$ 129,620	$ 127,013	$ 123,549	$ 83,751		$ 566,767	$ 463,933	$ 276,868
Estimates of product returned \| Adjustment
Disaggregation of Revenue [Line Items]
Product revenues, net									$ (38,329)		$ 4,684	$ (26,644)
Minimum
Disaggregation of Revenue [Line Items]
Term of payment received										30 days
Maximum
Disaggregation of Revenue [Line Items]
Term of payment received										90 days

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net income (loss)	$ 48,155	$ (25,002)	$ 71,517
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and impairment expense	145,760	136,255	67,181
Depreciation expense	3,496	2,684	1,736
Deferred income taxes	(2,153)	(8,391)	(78,042)
Stock-based compensation expense	27,136	22,874	24,255
Non-cash lease (benefit) expense	(280)	238	18
Loss on extinguishment of debt	23,504
Non-cash interest expense for amortization of debt discount and issuance costs	8,635	8,285	3,406
Net amortization of premiums and discounts on investments	(1,235)
Changes in operating assets and liabilities:
Accounts receivable	3,594	(21,780)	(22,524)
Inventory	14,169	48,274	(2,296)
Prepaid expenses and other assets	1,439	(4,606)	(1,086)
Accounts payable	5,061	(707)	(5,827)
Accrued liabilities	628	(11,131)	4,777
Accrued rebates, returns and discounts	(3,160)	(22,766)	40,442
Operating lease assets and liabilities		3
Net cash provided by operating activities	274,749	124,230	103,557
Investing activities
Purchases of property and equipment	(461)	(1,622)	(1,944)
Purchases of marketable securities	(92,351)
Maturities of marketable securities	22,000
Acquisition of BDSI (net of cash acquired)		(572,069)
Net cash used in investing activities	(70,812)	(573,691)	(1,944)
Financing activities
Proceeds from issuances of common stock from employee stock purchase plans	460	337	755
Proceeds from the exercise of stock options	8,641	11,811	11,952
Payments made for employee stock tax withholdings	(8,361)	(4,044)	(4,149)
Repurchases of common stock	(75,000)	(14,063)	(47,861)
Repayment of term notes	(162,500)	(75,000)	(50,000)
Proceeds from term note modification		517,682
Proceeds from issuances of 2029 convertible notes, net of issuance costs of $6,280	235,220
Repurchase of 2026 Convertible Notes, including premium	(138,638)
Net cash (used in) provided by financing activities	(140,178)	436,723	(89,303)
Net increase (decrease) in cash, cash equivalents and restricted cash	63,759	(12,738)	12,310
Cash, cash equivalents and restricted cash at beginning of year	176,235	188,973	176,663
Cash, cash equivalents and restricted cash at end of year	239,994	176,235	188,973
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets:
Cash and cash equivalents	238,947	173,688	186,426
Restricted cash	1,047	2,547	2,547
Total cash, cash equivalents and restricted cash	239,994	176,235	188,973
Supplemental disclosure of cash flow information
Cash paid for interest	73,256	52,528	17,608
Cash paid for income taxes	24,205	$ 10,400	3,005
Supplemental disclosure of non-cash activities
Acquisition of property and equipment in accounts payable and accrued liabilities	176		72
Excise tax on share repurchases in accrued liabilities	$ 457
Inventory used in the construction and installation of property and equipment			$ 516

Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Feb. 10, 2023	Feb. 13, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
Marketable securities	71,601
Total assets measured at fair value	153,629	172,590
Convertible senior notes, carrying value	$ 262,125	140,873
2026 Convertible Notes
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interest rate (as a percent)	2.625%			2.625%
Convertible senior notes, fair value	$ 25,033
Convertible senior notes, carrying value	$ 25,992
2029 Convertible Notes
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interest rate (as a percent)	2.875%		2.875%
Convertible senior notes, fair value	$ 249,803
Convertible senior notes, carrying value	236,133
Corporate debt securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable securities	41,612
U.S. Treasury securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable securities	25,468
Government-sponsored securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable securities	4,521
Money market funds
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	77,299	172,590
U.S. Treasury securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	4,729
Quoted Prices in active markets (Level 1)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total assets measured at fair value	77,299	172,590
Quoted Prices in active markets (Level 1) \| Money market funds
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	77,299	$ 172,590
Significant other observable inputs (Level 2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Total assets measured at fair value	76,330
Significant other observable inputs (Level 2) \| Corporate debt securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable securities	41,612
Significant other observable inputs (Level 2) \| U.S. Treasury securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable securities	25,468
Significant other observable inputs (Level 2) \| Government-sponsored securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Marketable securities	4,521
Significant other observable inputs (Level 2) \| U.S. Treasury securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 4,729

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

18. Income Taxes

The provision for (benefit from) income taxes contained the following components:


	Years Ended December 31,
	2023		2022		2021
Current provision:
Federal	$	21,504	$	166	$	—
State		8,227		4,540		3,142
		29,731		4,706		3,142
Deferred benefit:
Federal	$	(1,401)	$	(4,631)	$	(61,445)
State		(752)		(3,920)		(16,588)
		(2,153)		(8,551)		(78,033)
Provision for (benefit from) income taxes	$	27,578	$	(3,845)	$	(74,891)

A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows:


	Years Ended December 31,
	2023		2022		2021
Federal income tax expense at statutory rate	21.0	%	21.0	%	21.0	%
Change resulting from:
State income tax, net of federal benefit	4.9		5.0		2.9
Permanent difference - debt extinguishment	7.1		—		—
Permanent differences - all other	1.3		(1.9)		(3.9)
Stock compensation	1.0		(5.1)		(18.8)
Research and development credit	—		0.7		16.3
Transaction costs	—		(4.4)		—
Change in tax rates and other	0.4		(2.0)		—
Change in valuation allowance	0.7		—		2,202.5
Effective income tax rate	36.4	%	13.3	%	2,220.0	%

During the year ended December 31, 2023, the effective tax rate was impacted by permanent differences, including the extinguishment of debt in connection with the repurchase of a portion of the Company’s 2026 Convertible Notes, for which certain extinguishment costs were not deductible for tax purposes. Stock compensation, including the impact of excess benefits and 162(m) limitations, impacted the effective tax rate at varying percentages each year due to changes in the non-deductible amount and profit before tax. In addition, during the year ended December 31, 2022, non-deductible transaction costs resulting from the BDSI Acquisition impacted the effective tax rate. During the year ended December 31, 2021, the Company released the valuation allowance on the majority of its net operating losses, resulting in a significant discrete deferred tax benefit that impacted the effective tax rate.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following:


	Years Ended December 31,
	2023		2022
Deferred tax assets:
U.S. and state net operating loss carryforwards	$	33,800	$	56,982
Research and development credits		1,769		5,036
Operating lease liabilities		1,803		2,131
Returns and discounts		18,528		19,423
Stock-based compensation		7,570		6,776
Accruals and other		6,257		5,228
163(j) Carryforward		—		3,647
Capitalized R&D		707		929
Intangible assets		32,771		23,592
Gross deferred tax assets:		103,205		123,744
Valuation allowance		(5,781)		(5,254)
Total deferred tax assets:		97,424		118,490
Deferred tax liabilities:
Debt discount		(344)		(406)
Operating lease assets		(1,529)		(1,778)
Inventory		—		(3,918)
Intangible assets		(65,774)		(84,167)
Property and equipment		(3,518)		(4,271)
Total deferred tax liabilities:		(71,165)		(94,540)
Net deferred tax assets	$	26,259	$	23,950

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, carryback opportunities, reversal of certain deferred tax liabilities, and other tax planning strategies. The Company maintains a partial valuation against its federal and state operating losses and federal R&D credits as of December 31, 2023. The valuation allowance was $5,781 and $5,254 as of December 31, 2023 and 2022, respectively, and reflects limitations based on the Company’s ability to use such assets prior to expiration. The change in the valuation allowance increased the tax provision by $527 for the year ended December 31, 2023. The change in valuation allowance did not impact the tax provision for the year ended December 31, 2022. As a result of sustained positive earnings history through cumulative earnings over the prior three years, as of June 30, during the year ended December 31, 2021, the Company began using projections of future taxable income as a source of realizing its deferred tax assets. Accordingly, the Company recognized a deferred tax benefit of $78,042 for the year ended December 31, 2021 related to the reversal of valuation allowances.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely but will generally limit the net operating loss (“NOL”) deduction to the lesser of the NOL carryover or 80% of a corporation’s taxable income (subject to Internal Revenue Code Sections 382 and 383). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s NOL carryover or 100% of a corporation’s taxable income (subject to Internal Revenue Code Section 382 and 383) and be available for twenty years from the period the loss was generated. As of December 31, 2023, the Company had gross U.S. federal net operating loss carryforwards of $137,459, of which $95,471 arose prior to 2018, which are available to offset future taxable income, if any, through 2037. The remaining $41,988 are available for an indefinite period. As of December 31, 2022, the Company had gross U.S. federal net operating loss carryforwards of $229,797.

As of December 31, 2023 and 2022, the Company also had gross U.S. state net operating loss carryforwards of $202,381 and $252,597, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2037.

As of December 31, 2023 and 2022, the Company had federal research and development tax credit carryforwards of approximately $1,025 and $4,231, respectively, available to reduce future tax liabilities which expire at various dates through 2032. As of December 31, 2023 and 2022, the Company had state research and development tax credit carryforwards of approximately $672 and $832, respectively, available to reduce future tax liabilities which expire at various dates through 2036.

The Company has completed studies to assess the impact of ownership changes, if any, on the Company’s ability to use its NOL and tax credit carryovers as defined under Section 382 of the Internal Revenue Code (“IRC 382”). The Company concluded that there were ownership changes that occurred during the years 2006, 2012 and 2015 that would be subject to IRC 382 limitations. The Company acquired $234,675 of net operating loss carryforward from the BDSI Acquisition. The Company concluded that there were ownership changes for BDSI that occurred during the years 2006 and 2022 that would be subject to IRC 382 limitations. These IRC 382 annual limitations may limit the Company’s ability to use pre-ownership change federal NOL carryovers and pre-ownership change federal tax credit carryovers. As of December 31, 2023, remaining net operating losses of $124,310 are subject to limitation.

The Company files income tax returns in the United States and in several states. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2019 through December 31, 2023. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period.

The Company has not recognized deferred tax assets for certain federal and state research and development credits related to uncertain tax positions, and that is included in the tabular rollforward of uncertain tax positions. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (“UTB”) is as follows:


	Years Ended December 31,
	2023		2022		2021
Gross UTB Balance as of January 1	$	11,400	$	654	$	586
Additions based on tax positions related to the current year		—		—		67
Additions for tax positions related to acquisitions		—		10,930		—
(Reductions) additions for tax positions of prior years		(94)		(184)		1
Gross UTB Balance as of December 31	$	11,306	$	11,400	$	654

Net UTB impacting the effective tax rate as of December 31 excluding valuation allowance impacts, if any	$	11,275	$	11,368	$	500

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Issuance costs of 2029 convertible notes	$ 6,280

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Product revenues, net	$ 566,767	$ 463,933	$ 276,868
Revenue from Contract with Customer, Product and Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)	$ 94,838	$ 118,190	$ 59,070
Cost, Product and Service [Extensible List]	us-gaap:ProductMember	us-gaap:ProductMember	us-gaap:ProductMember
Intangible asset amortization and impairment	$ 145,760	$ 136,255	$ 67,181
Total cost of products revenues	240,598	254,445	126,251
Gross profit	326,169	209,488	150,617
Operating expenses
Research and development	0	3,983	9,451
Selling, general and administrative	159,208	172,186	118,960
Restructuring			4,578
Total operating expenses	159,208	176,169	132,989
Income from operations	166,961	33,319	17,628
Interest expense	(83,339)	(63,213)	(21,014)
Interest income	15,615	1,047	12
Loss on extinguishment of debt	(23,504)
Income (loss) before income taxes	75,733	(28,847)	(3,374)
Provision for (benefit from) income taxes	27,578	(3,845)	(74,891)
Net income (loss)	$ 48,155	$ (25,002)	$ 71,517
Earnings (loss) per share - basic (in dollars per share)	$ 1.43	$ (0.74)	$ 2.05
Weighted-average shares - basic (in shares)	33,741,213	33,829,495	34,936,817
Earnings (loss) per share - diluted (in dollars per share)	$ 1.29	$ (0.74)	$ 1.86
Weighted-average shares outstanding - diluted (in shares)	41,788,125	33,829,495	41,045,805

Debt- Convertible Notes - Outstanding (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Convertible Notes
Debt
Principal	$ 267,850
Less: unamortized issuance costs	(5,725)
Total term notes	$ 262,125
Debt instrument term	6 years
2026 Convertible Notes
Debt
Principal	$ 26,350
Less: unamortized issuance costs	(358)
Total term notes	$ 25,992
Effective interest rate (as a percent)	3.34%
2029 Convertible Notes
Debt
Principal	$ 241,500
Less: unamortized issuance costs	(5,367)
Total term notes	$ 236,133
Effective interest rate (as a percent)	3.28%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Unaudited Quarterly Operating Results

12 Months Ended

Dec. 31, 2023

Unaudited Quarterly Operating Results

Unaudited Quarterly Operating Results

20. Unaudited Quarterly Operating Results

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2023 and 2022:


		First		Second		Third		Fourth
Year Ended December 31, 2023		Quarter		Quarter		Quarter		Quarter
Product revenues, net	$	144,767	$	135,546	$	136,709	$	149,745
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)		29,899		24,257		20,081		20,601
Intangible asset amortization and impairment		37,466		37,463		36,317		34,514
Total cost of products revenues		67,365		61,720		56,398		55,115
Gross profit		77,402		73,826		80,311		94,630
Operating expenses
Selling, general and administrative		52,775		38,193		35,298		32,942
Total operating expenses		52,775		38,193		35,298		32,942
Income from operations		24,627		35,633		45,013		61,688
Interest expense		(21,427)		(21,863)		(20,768)		(19,281)
Interest income		2,747		4,027		4,538		4,303
Loss on extinguishment of debt		(23,504)		—		—		—
(Loss) income before income taxes		(17,557)		17,797		28,783		46,710
(Benefit from) provision for income taxes		(131)		4,790		8,149		14,770
Net (loss) income	$	(17,426)	$	13,007	$	20,634	$	31,940

(Loss) earnings per share — basic	$	(0.51)	$	0.38	$	0.61	$	0.99
Weighted-average shares — basic		34,319,291		34,622,284		33,744,209		32,301,211

(Loss) earnings per share — diluted	$	(0.51)	$	0.34	$	0.53	$	0.82
Weighted-average shares — diluted		34,319,291		42,849,952		42,058,821		41,279,981


		First		Second		Third		Fourth
Year Ended December 31, 2022		Quarter		Quarter		Quarter		Quarter
Product revenues, net	$	83,751	$	123,549	$	127,013	$	129,620
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)		16,332		33,684		30,622		37,552
Intangible asset amortization and impairment		18,923		37,501		37,552		42,279
Total cost of products revenues		35,255		71,185		68,174		79,831
Gross profit		48,496		52,364		58,839		49,789
Operating expenses
Research and development		3,983		—		—		—
Selling, general and administrative		54,528		41,254		38,372		38,032
Total operating expenses		58,511		41,254		38,372		38,032
(Loss) income from operations		(10,015)		11,110		20,467		11,757
Interest expense		(5,831)		(17,761)		(19,046)		(20,575)
Interest income		4		5		11		1,027
(Loss) income before income taxes		(15,842)		(6,646)		1,432		(7,791)
(Benefit from) provision for income taxes		(2,773)		(1,455)		975		(592)
Net (loss) income	$	(13,069)	$	(5,191)	$	457	$	(7,199)

(Loss) earnings per share — basic	$	(0.39)	$	(0.15)	$	0.01	$	(0.21)
Weighted-average shares — basic		33,673,912		34,001,553		34,058,802		33,582,202

(Loss) earnings per share — diluted	$	(0.39)	$	(0.15)	$	0.01	$	(0.21)
Weighted-average shares — diluted		33,673,912		34,001,553		34,570,319		33,582,202

Nature of Business

12 Months Ended

Dec. 31, 2023

Nature of Business

Nature of Business

1. Nature of Business

Organization

Collegium Pharmaceutical, Inc. (the “Company” or “Collegium”) 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’s mission is to build a leading, diversified specialty pharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company’s portfolio includes Xtampza ER, Nucynta ER and Nucynta IR (collectively the “Nucynta Products”), Belbuca, and Symproic.

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, product-related litigation, manufacture of adequate commercial inventory, inability to secure adequate supplies of active pharmaceutical ingredients, key personnel retention, protection of intellectual property, and patent infringement litigation.

Marketable Securities - Contractual maturities of available-for-sale securities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Marketable Securities
Matures within one year	$ 61,672
Matures after one year through five years	14,658
Total	$ 76,330

Marketable securities

12 Months Ended

Dec. 31, 2023

Marketable Securities

Marketable Securities

7. Marketable Securities

Available-for-sale debt securities were classified on the consolidated balance sheets at fair value as follows:


	December 31,
	2023
Cash and cash equivalents	$	4,729
Marketable securities		71,601
Total	$	76,330

The following table summarizes the available-for-sale securities held as of December 31, 2023:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Corporate debt securities	$	41,610	$	47	$	(45)	$	41,612
U.S. Treasury securities		30,189		8		—		30,197
Government-sponsored securities		4,517		4		—		4,521
Total	$	76,316	$	59	$	(45)	$	76,330

The following table summarizes the contractual maturities of available-for-sale securities other than investments in money market funds as of December 31, 2023:


	December 31,
	2023
Matures within one year	$	61,672
Matures after one year through five years		14,658
Total	$	76,330

The Company did not record any allowances for credit losses to adjust the fair value of available-for-sale debt securities during the year ended December 31, 2023.

The Company did not hold marketable securities as of December 31, 2022.

There were no sales of marketable securities during the year ended December 31, 2023. Net unrealized holding gains or losses for the period that have been included in other comprehensive income were not material to the Company’s consolidated results of operations.

Income Taxes - Other (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
U.S. and state net operating loss carryforwards	$ 33,800	$ 56,982
Research and development credits	1,769	5,036
Operating lease liabilities	1,803	2,131
Returns and discounts	18,528	19,423
Stock-based compensation	7,570	6,776
Accruals and other	6,257	5,228
163(j) Carryforward		3,647
Capitalized R&D	707	929
Intangible assets	32,771	23,592
Gross deferred tax assets:	103,205	123,744
Valuation allowance	(5,781)	(5,254)
Total deferred tax assets:	97,424	118,490
Deferred tax liabilities:
Debt discount	(344)	(406)
Operating lease assets	(1,529)	(1,778)
Inventory		(3,918)
Intangible assets	(65,774)	(84,167)
Property and equipment	(3,518)	(4,271)
Total deferred tax liabilities:	(71,165)	(94,540)
Net deferred tax assets	26,259	23,950	$ 78,042
Valuation allowance
Valuation allowance	5,781	5,254
Deferred tax asset valuation allowance increase	527
Net operating loss carryforwards
Deferred tax benefit	2,153	8,391	78,042
Reconciliation of gross unrecognized tax benefits - Federal, State and Foreign Tax
Gross UTB Balance as of beginning of period	11,400	654	586
Additions based on tax positions related to the current year			67
Additions for tax positions related to acquisitions		10,930
Additions for tax positions of prior years			1
Reductions for tax positions of prior years	(94)	(184)
Gross UTB Balance as of end of period	11,306	11,400	654
Net UTB impacting the effective tax rate at December 31 excluding valuation allowance impacts, if any	11,275	11,368	$ 500
BioDelivery Sciences International, Inc
Net operating loss carryforwards
Net operating losses acquired	234,675
Operating loss estimated to expire unbenefited due to IRC 382 annual limitations	124,310
U.S. federal
Net operating loss carryforwards
Net operating losses	137,459	229,797
Net operating loss carryforwards - subject to expiration	95,471
Net operating loss carryforwards - no expiration	41,988
Research and development tax credit carryforwards, net	1,025	4,231
State
Net operating loss carryforwards
Net operating losses	202,381	252,597
Research and development tax credit carryforwards, net	$ 672	$ 832

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Accounting

The consolidated financial statements include the accounts of Collegium Pharmaceutical, Inc. as well as the accounts of its subsidiaries Collegium Securities Corporation (a Massachusetts corporation), Collegium NF LLC (a Delaware limited liability company), BioDelivery Sciences International, Inc. (a Delaware corporation), Arius Pharmaceuticals, Inc. (a Delaware corporation), and Arius Two, Inc. (a Delaware corporation), all wholly owned subsidiaries requiring consolidation. The consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of the 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, discounts and allowances related to commercial sales of products, estimates related to the fair value of assets acquired and liabilities assumed, including acquired intangible assets and the fair value of inventory acquired, estimates utilized in the ongoing valuation of inventory related to potential unsalable product, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of intangible assets and deferred 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.

Fair Value Measurements

Fair Value Measurements

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. An active market is defined as a market where transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 inputs:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
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.

The Company’s approach to fair value measurement is aligned with its investment policy focused on capital preservation. The Company invests in instruments within defined credit parameters to minimize credit risk while ensuring liquidity.

There were no transfers between Levels 1, 2 and 3 during the years ended December 31, 2023 and 2022.

The following table presents the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument as of December 31, 2023 and 2022.


						Significant
				Quoted Prices		other		Significant
				in active		observable		unobservable
				markets		inputs		inputs
		Total		(Level 1)		(Level 2)		(Level 3)
December 31, 2023
Cash equivalents:
Money market funds	$	77,299	$	77,299	$	—	$	—
U.S. Treasury securities		4,729		—		4,729		—
Marketable securities:
Corporate debt securities		41,612		—		41,612		—
U.S. Treasury securities		25,468		—		25,468		—
Government-sponsored securities		4,521		—		4,521		—
Total assets measured at fair value	$	153,629	$	77,299	$	76,330	$	—

December 31, 2022
Cash equivalents:
Money market funds	$	172,590	$	172,590	$	—	$	—
Total assets measured at fair value	$	172,590	$	172,590	$	—	$	—

The Company’s cash equivalents, which consist of money market funds, are measured at fair value on a recurring basis using quoted market prices. Accordingly, these securities are categorized as Level 1.

Assets and Liabilities Not Carried at Fair Value

The Company’s convertible senior notes fall into the Level 2 category within the fair value level hierarchy. The fair value was determined based on data points other than quoted prices that are observable, either directly or indirectly, such as broker quotes in a non-active market. As of December 31, 2023, the fair value of the Company’s 2.625% convertible senior notes due in 2026 was $25,033 and the net carrying value was $25,992. As of December 31, 2023, the fair value of the Company’s 2.875% convertible senior notes due in 2029 was $249,803 and the net carrying value was $236,133.

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 December 31, 2023, the carrying amount of the term notes reasonably approximated the estimated fair value.

As of December 31, 2023, and 2022, the carrying amounts of the cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and accrued rebates, returns and discounts, reasonably approximated the estimated fair values.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash deposits primarily with one reputable and nationally recognized financial institution. In addition, as of December 31, 2023, the Company’s cash equivalents were invested in money market funds. The Company has not experienced any material losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the financial institutions in which those deposits are held and the nature of the assets in the money market funds.

Three customers comprised 10% or more of the Company’s accounts receivable balance as of December 31, 2023. These customers comprised 38%, 35%, and 26% of the accounts receivable balance as of December 31, 2023 and 37%, 33%, and 28% as of December 31, 2022.

The same customers comprised 10% or more of the Company’s revenue during the year ended December 31, 2023. These customers comprised 33%, 32%, and 32% of revenue during the year ended December 31, 2023; 33%, 32%, and 31% during the year ended December 31, 2022; and 35%, 31%, and 29% during the year ended December 31, 2021.

To date, the Company has not experienced any credit losses with respect to the collection of its accounts receivable and has not recorded an allowance for credit losses as of December 31, 2023 or 2022. The Company has no financial instruments with off balance sheet risk of loss.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash in readily available checking and savings accounts, including bank deposits, and investments in money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash is reported as non-current unless the restrictions are expected to be released in the next twelve months. Restricted cash as of December 31, 2023 represents cash held in a depository account at a financial institution to collateralize conditional standby letters of credit for the Company’s lease of its corporate headquarters and its leases of vehicles for its field-based employees.

Marketable Securities

Marketable Securities

As of December 31, 2023, the Company’s marketable securities consisted of investments in available-for-sale corporate debt, U.S. Treasury, and government-sponsored securities with readily determinable fair values. The Company classifies available-for-sale marketable securities as current assets on its consolidated balance sheets. The fair value of these securities is based on quoted prices for identical assets or inputs other than quoted prices that are observable for similar assets, either directly or indirectly.

The Company records interest earned and net amortization of premiums and discounts on investments within interest income on its consolidated statements of operations. The Company records unrealized gains (losses) on available-for-

sale debt securities as a component of “Accumulated other comprehensive income,” which is a separate component of shareholders’ equity on its consolidated balance sheets, until such gains and losses are realized. Realized gains and losses are determined using the specific identification method.

For available-for-sale debt securities with unrealized losses, the Company assesses whether a credit loss allowance is required using an expected loss model. This process involves evaluating whether the fair value of an investment is recoverable when compared to its amortized cost. If an increase in fair value is observed, the Company may reduce any previously recognized credit losses. In determining whether impairments are other-than-temporary, the Company considers its ability and intention to hold the investment until market price recovery, as well as issuer-specific credit ratings, historical losses, and current economic conditions. The Company generally intends to retain investments until their amortized cost is recovered and did not identify any investments with other-than-temporary impairment as of December 31, 2023.

Inventory

Inventory

Inventories are stated at the lower of cost or net realizable value. Inventory costs consist of costs related to the manufacturing of the Company’s products, which are primarily the costs of contract manufacturing and active pharmaceutical ingredients. The Company determines the cost of its inventories on a specific identification basis and removes amounts from inventories on a first-in, first-out basis. If the Company identifies excess, obsolete or unsalable items, inventories are written down to their realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand and the expected shelf-life of the inventory components.

The Company outsources the manufacturing of its products to contract manufacturers. In addition, the Company currently relies on a sole supplier or a limited number of suppliers for the active pharmaceutical ingredients in its products. Accordingly, the Company has concentration risk associated with its commercial manufacturing.

The Company expects to use the inventory over its operating cycle.

Business Combination Accounting and Valuation of Acquired Assets

Business Combination Accounting and Valuation of Acquired Assets

To determine whether acquisitions should be accounted for as a business combination or as an asset acquisition, the Company makes certain judgments regarding whether the acquired set of activities and assets meets the definition of a business. Judgment is required in assessing whether the acquired processes or activities, along with their inputs, would be substantive to constitute a business, as defined by U.S. GAAP.

The acquisition method of accounting requires the recognition of assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed. The determination of the fair value requires the estimation of fair values based on non-observable inputs that are included in valuation models. An income approach, which generally relies upon projected cash flow models, is used in estimating the fair value of the acquired intangible assets and the fair value of acquired inventory. These cash flow projections are based on management's estimates of economic and market conditions including the estimated future cash flows from revenues of acquired assets, the timing and projection of costs and expenses and the related profit margins, tax rates, and an appropriate discount rate.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. Goodwill is not amortized but is subject to impairment testing at least annually as of October 1 or when a triggering event occurs that could indicate a potential impairment. In performing the goodwill impairment test, the Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying value. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In performing the quantitative analysis, the Company compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the Company’s reporting unit exceeds its fair value, the Company would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value, up to the amount of goodwill allocated to that reporting unit. The Company performed a qualitative assessment during the annual impairment review as of October 1, 2023 and concluded that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount.

Intangible Assets

Intangible Assets

The Company records the fair value of finite-lived intangible assets as of the transaction date. Intangible assets are then amortized over their estimated useful lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. The Company tests intangible assets for potential impairment whenever triggering events or circumstances present an indication of impairment. If the sum of expected undiscounted future cash flows of the intangible assets is less than the carrying amount of such assets, the intangible assets would be written down to the estimated fair value, calculated based on the present value of expected future cash flows.

Property and Equipment

Property and Equipment

Property and equipment, including leasehold improvements, are recorded at cost. Maintenance and repair costs are expensed as incurred. Costs which materially improve or extend the lives of existing assets are capitalized. Property and equipment are depreciated when placed into service using the straight-line method based on their estimated useful lives as follows:


Asset Category		Estimated Useful Life
Computers and office equipment		3-5 years
Laboratory equipment		5 years
Furniture and fixtures		7 years
Manufacturing equipment		5-13 years
Leasehold improvements		Lesser of remaining lease term and estimated useful life

Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service.

Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recorded in the statements of operations.

Leases

Leases

The Company records lease assets and liabilities for lease arrangements exceeding a 12-month initial term. For operating leases, the Company records a beginning lease liability equal to the present value of minimum lease payments to be made over the lease term discounted using the Company’s incremental borrowing rate and a corresponding lease asset adjusted for incentives received and indirect costs. At lease commencement, the Company measures the lease liability at the present value of the remaining lease payments discounted using the incremental borrowing rate and the corresponding lease asset is adjusted for incentives received and indirect costs. The Company records operating lease rent expense in the statements of operations over the lease term. Variable lease costs are not included in the measurement of the operating lease liability and are recognized in the period in which they are incurred. Leases with an initial term of

12 months or less, or short-term leases, are not recorded on the Company’s consolidated balance sheets. Short-term lease expense is recognized on a straight-line basis over the lease term. The Company does not have any financing lease arrangements.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets consist primarily of property and equipment, operating and finance lease assets, and definite-lived intangible assets. The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indications of impairment exist, projected future undiscounted cash flows associated with the asset (or asset group) would be compared to the carrying value of the asset to determine whether the asset's value is recoverable. If impairment is determined, the Company writes down the asset to its estimated fair value and records an impairment loss equal to the excess of the carrying value of the long-lived asset over its estimated fair value in the period at which such a determination is made.

Revenue Recognition

Revenue Recognition

The Company’s revenue to date is from sales of the Company’s products, which are primarily sold to wholesale pharmaceutical distributors, which in turn sell the product to pharmacies for the treatment of patients. 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. Refer to Note 3, Revenue from Contracts with Customers, for more information.

Research and Development Expenses

Research and Development Costs

Research and development expenses have historically consisted of product development expenses incurred in identifying, developing, and testing product candidates. Product development expenses primarily consisted of labor, benefits, and related employee expenses for personnel directly involved in product development activities, fees paid to contract research organizations for managing clinical and non-clinical trials, and regulatory costs.

As of April 1, 2022, the Company focused entirely on commercial products rather than research and development and redirected resources from research and development activities. As such, there were no expenses incurred in research and development after the three months ended March 31, 2022.

Advertising and Product Promotion Costs

Advertising and Product Promotion Costs

Advertising and product promotion costs are included in selling, general and administrative expenses and were $7,406, $11,743, and $4,186 in the years ended December 31, 2023, 2022, and 2021 respectively. Advertising and product promotion costs are expensed as incurred.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for grants of stock options, restricted stock units and performance share units to employees, as well as to the Board of Directors, based on the grant date fair value and recognizes compensation expense over the vesting period, net of actual forfeitures. For awards with service conditions, the Company recognizes compensation expense on a straight-line basis. The Company estimates the grant date fair value of stock options using the Black-Scholes option pricing model. The Company estimates the grant date fair value of restricted stock units based on the fair value of the underlying common stock. For awards with performance conditions, the Company estimates the number of shares that will vest based upon the probability of achieving performance metrics. For awards with market conditions, the Company recognizes compensation expense on an accelerated attribution basis. The Company estimates the grant date fair value of awards with market conditions using the Monte Carlo model.

Restructuring

Restructuring

During the three months ended December 31, 2021, the Company executed a plan to reduce its workforce, primarily related to its salesforce. The arrangements included the payment of a cash severance benefit near the time of separation, together with continued medical benefits and related services. As a result, the Company recognized $4,578 in restructuring expense. Of this amount, $1,335 was paid by December 31, 2021 and the remaining $3,243 was paid in the first half of 2022.

Income Taxes

Income Taxes

The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and the absence of carryback available from results of recent operations.

The Company records uncertain tax positions on the basis of a two-step process whereby: (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company will recognize interest and penalties related to uncertain tax positions within income tax expense. Any accrued interest and penalties will be included within the related tax liability. As of December 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations.

Earnings per Share

Earnings per Share

Basic earnings per share is calculated by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted earnings per share is computed by dividing the net income or loss 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, if-converted, or contingently issuable accounting methods, depending on the nature of the security. For purposes of the diluted earnings per share calculation, stock options, restricted stock units, performance share units, and shares potentially issuable in connection with the employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not anti-dilutive.

Embedded Derivatives

Embedded Derivatives

The Company accounts for derivative financial instruments as either equity or liabilities in accordance with Accounting Standards Codification Topic 815, Derivatives and Hedging, (“ASC 815”) based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. The Company’s term notes and convertible notes (refer to Note 14, Debt) contain certain features that, in accordance with ASC 815, are not clearly and closely related to the host instrument and represent derivatives that are required to be re-measured at fair value each reporting period. The Company determined that the estimated fair value of the derivatives at issuance and through December 31, 2023 were not material based on a scenario-based cash flow model that uses unobservable inputs that reflect the Company’s own assumptions. Should the Company’s assessment of the probabilities around these scenarios change, including due to changes in market conditions, there could be a change to the fair value.

Recently Accounting Pronouncements

Recently Adopted Accounting Pronouncements

New accounting pronouncements are issued periodically by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as required by the specified effective dates.

In August 2020, the FASB issued Accounting Standards Update (“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.

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 decreased and net income increased by $6,488, basic earnings per share was increased by $0.19, and diluted earnings per share was decreased by $0.06 for the year ended December 31, 2021.

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 were elective and applied to all entities that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The 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, Reference Rate Reform (Topic 848): Scope, in January 2021 to refine and clarify some of its guidance on ASU 2020-04 and ASU 2022-06, Reference Rate Reform (Topic 848) to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. Following the cessation of LIBOR in the United States on June 30, 2023, the Company elected to apply the optional expedient provided in FASB ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting prospectively. Thus, debt previously referenced to LIBOR was transitioned to the Secured Overnight Financing Rate (“SOFR”) effective July 1, 2023, however, such transition did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The amendments in this update expand income tax disclosure requirements, including additional information pertaining to the rate reconciliation, income taxes paid, and other disclosures. This update is effective for annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

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.

Debt - 2022 Term Loan (Details) - 2022 Term Loan - USD ($) $ in Thousands	Jul. 01, 2023	Mar. 22, 2022	Dec. 31, 2023
Debt
Aggregate principal amount		$ 650,000
Debt modification and transaction fee		173
Commitment and other fees		19,818
Note discounts		$ 2,049	$ 7,454
Debt maturity		48 months
Contractual interest rate (as a percent)			13.20%
Principal repayments during the first year		$ 100,000	$ 183,333
Principal repayments during the remaining three years		$ 550,000
Prepayment prior to the second-year anniversary
Debt
Prepayment premium percentage		2.00%
Prepayment on or after the second-year anniversary, but on or prior to the third-year anniversary
Debt
Prepayment premium percentage		1.00%
LIBOR
Debt
Floor rate		1.20%
Margin		7.50%
SOFR
Debt
Interest rate, basis spread	0.26%
Floor rate	1.20%
Margin	7.50%

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory

Schedule of Inventory


	Years Ended December 31,
	2023		2022
Raw materials	$	10,384	$	5,600
Work in process		6,740		24,672
Finished goods		15,208		16,229
Total inventory	$	32,332	$	46,501

Debt - 2026 Convertible Notes (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 13, 2020 USD ($) D $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) D
Debt
Loss on extinguishment of debt		$ 23,504	$ 23,504
2026 Convertible Notes
Debt
Interest rate (as a percent)	2.625%		2.625%
Aggregate principal amount	$ 143,750
Total debt issuance cost	$ 5,473
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%
Term of notice to company	60 days
Default period	30 days
Threshold amount of money borrowed	$ 20,000
Aggregate principal amount of notes repurchased	117,400
Repurchased amount in cash	$ 140,100
Loss on extinguishment of debt		23,504
Recognition of deferred financing costs		$ 2,264
Principal			$ 26,350
2026 Convertible 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

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property and Equipment

Property and Equipment

10. Property and Equipment

Property and equipment consisted of the following:


	Years Ended December 31,
	2023		2022
Computers and office equipment	$	2,388	$	2,491
Laboratory equipment		436		436
Furniture and fixtures		1,133		1,133
Manufacturing equipment		20,643		20,910
Leasehold improvements		1,061		874
Total property and equipment		25,661		25,844
Less: accumulated depreciation		(9,678)		(6,323)
Property and equipment, net	$	15,983	$	19,521

Depreciation expense related to property and equipment amounted to $3,496, $2,684, and $1,736 for the years ended December 31, 2023, 2022, and 2021, respectively. During the years ended December 31, 2023, 2022, and 2021 the Company disposed of fully depreciated assets of $141, $1,040, and $96 respectively. Any gains or losses from the retirement, sale or disposal of property and equipment during the years ended December 31, 2023, 2022, and 2021 were immaterial.

Employee Benefits

12 Months Ended

Dec. 31, 2023

Employee Benefits

Employee Benefits

19. Employee Benefits

The Company has a retirement savings plan, which is qualified under section 401(k) of the Code, for its employees. The plan allows eligible employees to defer, at the employee’s discretion, pretax compensation up to the Internal Revenue Service annual limits. Employees become eligible to participate starting on the first day of employment. The Company is not required to contribute to this plan. Total expense for contributions made by the Company for the years ended December 31, 2023, 2022 and 2021 was $1,759, $1,315, and $1,236, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lease Cost
Operating lease cost	$ 1,306	$ 1,805	$ 1,305
Short-term lease cost	1,446	993	1,492
Variable lease cost	565	331	292
Total lease cost	$ 3,317	$ 3,129	$ 3,089

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaid regulatory fees	$ 5,938	$ 5,614
Prepaid income taxes	1,416	5,138
Prepaid co-pay program incentives	1,758	1,907
Prepaid insurance	672	960
Manufacturing deposits	2,640
Other current assets	93	57
Other prepaid expenses	2,678	3,005
Prepaid expenses and other current assets	$ 15,195	$ 16,681

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

15. Leases

Operating Lease Arrangements

The Company's main operating lease is for its corporate headquarters in Stoughton, Massachusetts, which was entered into in March 2018 and commenced in August 2018. This lease encompasses approximately 50,678 square feet and is for an initial 10-year term, with options for two additional five-year extensions. The initial annual base rent is $1,214, subject to annual increases between 2.5% to 3.1%.

As of December 31, 2023, the Company's operating lease assets totaled $6,029 and operating lease liabilities amounted to $7,112. This primarily relates to the corporate headquarters lease, with other immaterial operating and embedded operating leases accounted for in the normal course of business.

Short-Term Lease Arrangements

In December 2018, the Company began entering into 12-month, non-cancelable vehicle leases for its field-based employees. Each vehicle lease is executed separately and expires at varying times with automatic renewal options that are cancelable at any time. The rent expense for these leases is recognized on a straight-line basis over the lease term in the period in which it is incurred.

Variable Lease Costs

Variable lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor.

The components of lease cost for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Years Ended December 31,
	2023		2022		2021
Operating lease cost	$	1,306	$	1,805	$	1,305
Short-term lease cost		1,446		993		1,492
Variable lease cost		565		331		292
Total lease cost	$	3,317	$	3,129	$	3,089

The lease term and discount rate for operating leases for the years ended December 31, 2023 and 2022 are as follows:

Other information related to operating leases for the years ended December 31, 2023, 2022, and 2021 is as follows:


	Years Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of operating leases liabilities	$	1,585	$	1,568	$	1,286
Leased assets obtained in exchange for new operating lease liabilities		—		—		—

The Company’s aggregate future minimum lease payments for its operating leases, including embedded operating lease arrangements, as of December 31, 2023, are as follows:


Years ended December 31,		Lease Payments
2024	$	1,398
2025		1,436
2026		1,474
2027		1,489
2028		1,527
Thereafter		1,169
Total minimum lease payments	$	8,493
Less: Present value discount		1,381
Present value of lease liabilities	$	7,112

Debt - 2020 Term Loan (Details) - 2020 Term Loan - USD ($) $ in Thousands	Feb. 13, 2020	Feb. 06, 2020
Debt
Aggregate principal amount		$ 200,000
Proceeds from term notes	$ 200,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Inventory

12 Months Ended

Dec. 31, 2023

Inventory

Inventory

8. Inventory

Inventory consisted of the following:


	Years Ended December 31,
	2023		2022
Raw materials	$	10,384	$	5,600
Work in process		6,740		24,672
Finished goods		15,208		16,229
Total inventory	$	32,332	$	46,501

During the years ended December 31, 2023 and 2022, the expenses related to excess and obsolete inventory that were recorded as a component of cost of products revenues were $1,624 and $1,814, respectively. Expenses related to excess and obsolete inventory were immaterial for the year ended December 31, 2021.

During the years ended December 31, 2023, 2022, and 2021, inventory used in the construction and installation of property and equipment was immaterial.

Stock-based Compensation - Summary of Performance Share Units and Restricted Stock Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Performance share units
Number of shares
Balance \| shares	447,770
Granted \| shares	216,500
Vested \| shares	(223,170)
Performance adjustment \| shares	62,780
Balance \| shares	503,880
Weighted-average grant date fair value per share
Balance \| $ / shares	$ 28.71
Granted \| $ / shares	38.71
Vested \| $ / shares	27.99
Performance adjustment \| $ / shares	27.14
Balance \| $ / shares	$ 33.13
Restricted stock units
Number of shares
Balance \| shares	2,047,571
Granted \| shares	1,278,256
Vested \| shares	(675,647)
Forfeited \| shares	(206,273)
Balance \| shares	2,443,907
Weighted-average grant date fair value per share
Balance \| $ / shares	$ 19.67
Granted \| $ / shares	26.25
Vested \| $ / shares	19.83
Forfeited \| $ / shares	21.91
Balance \| $ / shares	$ 22.88

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Schedule of lease cost


	Years Ended December 31,
	2023		2022		2021
Operating lease cost	$	1,306	$	1,805	$	1,305
Short-term lease cost		1,446		993		1,492
Variable lease cost		565		331		292
Total lease cost	$	3,317	$	3,129	$	3,089

Schedule of lease term and discount rate

Schedule of other information


	Years Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of operating leases liabilities	$	1,585	$	1,568	$	1,286
Leased assets obtained in exchange for new operating lease liabilities		—		—		—

Schedule of future minimum lease payments


Years ended December 31,		Lease Payments
2024	$	1,398
2025		1,436
2026		1,474
2027		1,489
2028		1,527
Thereafter		1,169
Total minimum lease payments	$	8,493
Less: Present value discount		1,381
Present value of lease liabilities	$	7,112

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common stock	Additional Paid-In Capital Adjustment.	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit Adjustment.	Accumulated Deficit	Accumulated Other Comprehensive Loss	Adjustment.	Total
Balance as of beginning of period at Dec. 31, 2020	$ 35	$ (44,777)	$ 519,143		$ 5,288	$ (333,147)		$ (39,489)	$ 186,031
Balance as of beginning of period, shares at Dec. 31, 2020	34,612,054
Exercise of common stock options	$ 1		11,868						11,869
Exercise of common stock options, shares	803,485
Issuance for employee stock purchase plan			755						755
Issuance for employee stock purchase plan, shares	43,719
Vesting of RSUs and PSUs, shares	511,743
Shares withheld for employee taxes upon vesting of RSUs and PSUs			(4,149)						(4,149)
Shares withheld for employee taxes upon vesting of RSUs and PSUs, shares	(164,882)
Share repurchases				$ (42,861)					(42,861)
Share repurchases (in shares)				(2,150,717)
Forward contract on ASR agreement			(5,000)						(5,000)
Stock-based compensation			24,255						24,255
Net Income (Loss)						71,517			71,517
Balance as of end of period at Dec. 31, 2021	$ 36		502,095	$ (42,861)		(256,342)			202,928
Balance as of end of period, shares at Dec. 31, 2021	35,806,119
Balance as of end of period, shares at Dec. 31, 2021				(2,150,717)
Exercise of common stock options			11,811						11,811
Exercise of common stock options, shares	742,348
Issuance for employee stock purchase plan			337						337
Issuance for employee stock purchase plan, shares	22,627
Vesting of RSUs and PSUs	$ 1								1
Vesting of RSUs and PSUs, shares	699,285
Shares withheld for employee taxes upon vesting of RSUs and PSUs			(4,044)						(4,044)
Shares withheld for employee taxes upon vesting of RSUs and PSUs, shares	(226,286)
Share repurchases			5,000	$ (19,063)					(14,063)
Share repurchases (in shares)				(1,085,106)
Exercise of warrant	40,666
Stock-based compensation			22,874						22,874
Net Income (Loss)						(25,002)			(25,002)
Balance as of end of period at Dec. 31, 2022	$ 37		538,073	$ (61,924)		(281,344)			$ 194,842
Balance as of end of period, shares at Dec. 31, 2022	37,084,759								37,084,759
Balance as of end of period, shares at Dec. 31, 2022				(3,235,823)					(3,235,823)
Exercise of common stock options			8,641						$ 8,641
Exercise of common stock options, shares	498,008
Issuance for employee stock purchase plan			460						460
Issuance for employee stock purchase plan, shares	26,505
Vesting of RSUs and PSUs	$ 1								1
Vesting of RSUs and PSUs, shares	898,817
Shares withheld for employee taxes upon vesting of RSUs and PSUs			(8,361)						(8,361)
Shares withheld for employee taxes upon vesting of RSUs and PSUs, shares	(315,648)
Share repurchases				$ (75,457)					(75,457)
Share repurchases (in shares)				(3,088,069)
Stock-based compensation			27,136						27,136
Other comprehensive income, net of tax							$ 14		14
Net Income (Loss)						48,155			48,155
Balance as of end of period at Dec. 31, 2023	$ 38		$ 565,949	$ (137,381)		$ (233,189)	$ 14		$ 195,431
Balance as of end of period, shares at Dec. 31, 2023	38,192,441								38,192,441
Balance as of end of period, shares at Dec. 31, 2023				(6,323,892)					(6,323,892)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net Income (Loss)	$ 48,155	$ (25,002)	$ 71,517
Other comprehensive income:
Unrealized gains on marketable securities	14
Total other comprehensive income	14
Comprehensive income (loss)	$ 48,169	$ (25,002)	$ 71,517

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Acquisitions - Fair Value of Purchase Consideration and Measurement Period Adjustments (Details) - BioDelivery Sciences International, Inc - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 22, 2022	Mar. 31, 2023
Business Acquisition [Line Items]
Cash consideration for all outstanding shares of BDSI's common and preferred stock (103,235,298 shares acquired at $5.60 per share)	$ 578,118
Cash consideration paid to settle RSUs and in-the-money options	28,309
Cash paid to settle BDSI debt	63,004
Total purchase consideration	$ 669,431
Shares of stock acquired	103,235,298
Share price (in dollars per share)	$ 5.60
Accrued expenses		$ 134
Deferred tax liabilities		28
Goodwill		$ 162

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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	38,192,441	37,084,759
Common stock, outstanding shares	31,868,549	33,848,936
Treasury stock, shares	6,323,892	3,235,823

License Agreements

12 Months Ended

Dec. 31, 2023

License Agreements

License Agreements

5. Licenses Agreements

The Company periodically enters into license agreements to develop and commercialize its products.

Shionogi license and supply agreement

Prior to the BDSI Acquisition, BDSI and Shionogi Inc. (“Shionogi”) entered into an exclusive license agreement (the “Shionogi License Agreement”) for the commercialization of Symproic in the United States including Puerto Rico (the “Shionogi Territory”) for the treatment of opioid-induced constipation in adult patients with chronic non-cancer pain (the “Shionogi Field”).

Pursuant to the terms of the Shionogi License Agreement, tiered royalty payments on net sales of Symproic in the Shionogi Territory are payable quarterly based on a royalty rate that ranges from 8.5% to 17.5% (plus an additional 1% of net sales on a pass-through basis to a third-party licensor of Shionogi) based on volume of net sales and whether Symproic is being sold as an authorized generic. Unless earlier terminated, the Shionogi License Agreement will continue in effect until the expiration of the royalty obligations, as defined therein. Upon expiration of the Shionogi License Agreement, all licenses granted for Symproic in the Shionogi Field and in the Shionogi Territory survive and become fully-paid, royalty-free, perpetual and irrevocable.

BDSI and Shionogi also had entered into a supply agreement under which Shionogi will supply Symproic at cost plus an agreed upon markup. In the event that Symproic is sourced from a third-party supplier, Shionogi would continue to supply naldemedine tosylate for use in Symproic manufacturing at cost plus such agreed upon markup for the duration of the Shionogi License Agreement.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

13. 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 material litigation and, accordingly, does not have any other amounts recorded for any litigation related matters.

Xtampza ER Litigation

On March 24, 2015, Purdue sued the Company in the U.S. District Court for the District of Delaware 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). The lawsuit was initiated in response to the Company filing the New Drug Application (“NDA”) for Xtampza ER as a 505(b)(2) application referencing data from Purdue’s OxyContin NDA, and under the Drug Price Competition and Patent Term Restoration Act of 1984, triggered a stay of up to 30 months before the FDA could issue a final approval for Xtampza ER, unless the stay was earlier terminated.

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 which lifted the 30-month stay of FDA approval. Following this judgment, the Company obtained final approval for Xtampza ER and launched 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 asserted infringement of Patent No. 9,073,933 in November 2015 and Patent No. 9,522,919 in April 2017. In addition, Purdue invoked two non-Orange Book-listed patents, 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 argued that the ʼ961 patent is invalid.

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 ruled that the Xtampza ER formulation does not infringe the ʼ497 and ʼ717 patents.

On September 15, 2019, Purdue commenced chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of New York. Later in September 2019, Purdue gave the District Court of Massachusetts, as well as the PTAB, notice of its bankruptcy filing and sought the imposition of an automatic stay of proceedings. Both the Court and the PTAB granted Purdue’s requests to stay the pending matters.

On September 1, 2020, the Bankruptcy Court entered an Order, lifting the automatic stays in both the District of Massachusetts and PTAB proceedings. 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. On November 19, 2021, the PTAB: (i) denied Purdue’s motion to terminate the PGR; and (ii) issued its Final Written Decision, finding that the asserted claims of the ʼ961 patent were invalid for lack of written description and anticipation. Purdue appealed the decision to Federal Circuit, which issued its decision on November 21, 2023, affirming the authority of the PTAB to issue its Final Written Decision and upholding the PTAB’s finding of invalidity relative to the ’961 patent.

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. The Company responded to Purdue’s complaint with a motion to dismiss. On May 21, 2021, and in response to the Company’s motion to dismiss, Purdue filed an amended complaint. 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 May 15, 2023, the Court issued an order that: (i) vacated the existing deadlines with respect to the ʼ933, ʼ919, and ʼ434 patents and stayed the case pending the Federal Circuit’s decision in a different litigation that invalidated certain claims of the ʼ933 and ʼ919 patents; and (ii) continued the existing stay concerning the ʼ961 patent pending resolution of Purdue’s appeal rights relating to the decision invalidating the claims of the ʼ961 patent. 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 U.S. District Court for the District of Delaware, in which it 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. 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 Purdue’s claims were barred by the doctrine of patent exhaustion. On June 19, 2019, the Court issued an order calling for discovery on a factual predicate for the patent exhaustion defense and noted that 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 notified the Court of its bankruptcy filing and sought an automatic stay of proceedings, which was granted. The Nucynta litigation currently remains subject to the bankruptcy stay.

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 and other entities brought suit against manufacturers, 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 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. The Company was initially named as a defendant in 21 of the MDL cases. By April 19, 2022, all MDL cases naming the Company were dismissed or withdrawn.

Outside of the MDL, several cases were filed against the Company in Arkansas, Pennsylvania, and Massachusetts state courts with allegations similar to those in the MDL related to opioid marketing and distribution practices, as well as allegations including violations of state consumer protections laws.

On March 21, 2019, the Arkansas state court litigation was dismissed. On December 24, 2021, the Company entered into a settlement framework with Scott+Scott Attorneys at Law, LLP, the law firm representing plaintiffs in 27 jurisdictions filed either in Pennsylvania and Massachusetts state courts, or filed in other state courts and removed to the MDL. Pursuant to the terms of the settlement, the Company paid $2,750 in exchange for dismissal, with prejudice, of each plaintiff’s lawsuit and a release of claims related to such lawsuits. The Company is currently dismissed from all cases.

The Company settled to efficiently resolve these litigations and did not admit any liability or acknowledge any wrongdoing in connection with the settlement.

Opioid-Related Request and Subpoenas

The Company, like several other pharmaceutical companies, has received subpoenas or civil investigative demands related to opioid sales and marketing practices, from the Offices of the Attorney General of Washington, New Hampshire, Maryland, and Massachusetts.

On December 16, 2021, the Company entered into an Assurance of Discontinuance with the Massachusetts Attorney General’s Office. The Company is currently cooperating with each of the remaining states in their respective investigations.

Aquestive Litigation

On September 22, 2014, Reckitt Benckiser, Inc., Indivior PLC (formerly RB Pharmaceuticals Limited, “Indivior”), and Aquestive Therapeutics, Inc. (formerly MonoSol Rx, “Aquestive”) (collectively, the “RB Plaintiffs”) filed an action in the District Court in the District of New Jersey alleging patent infringement against BDSI related to its Bunavail product. The RB Plaintiffs claimed that Bunavail, whose formulation and manufacturing processes have never been disclosed publicly, infringed U.S. Patent No. 8,765,167 (the “’167 Patent”).

On January 13, 2017, Aquestive filed a complaint in the District Court for the District of New Jersey against BDSI alleging Belbuca also infringed the ’167 Patent. On March 8, 2023, the parties filed a stipulation of dismissal after agreeing to settle the dispute. Under the terms of the settlement agreement, BDSI resolved both the Bunavail and Belbuca litigations in exchange for a one-time, lump-sum payment of $8,500 to Aquestive, which was recognized as an expense included in “selling, general and administrative expenses” in the consolidated statements of operations for the year ended December 31, 2023.

Litigation Related to the BDSI Acquisition

On February 25, 2022, in connection with the BDSI Acquisition, a purported individual stockholder of BDSI filed a complaint in the District Court for the Southern District of New York naming as defendants BDSI and each member of its Board of Directors as of the date of the Merger Agreement (“Stein Action”). On February 28, 2022, two additional cases were filed by purported individual stockholders of BDSI in the same court: the “Sanford Action” and the “Higley Action.” In March 2022, two additional cases were filed by purported individual stockholders of BDSI in the District Court for the Eastern District of New York: the “Justice Action” and the “Zomber Action” (together with the Stein, Sanford, and Higley Actions, the “Actions”). The Actions and any similar subsequently filed cases involving BDSI, its officers or Board of Directors, or any committee thereof, and/or any of the Company’s officers or directors relating directly or indirectly to the Merger Agreement, the BDSI Acquisition or any related transaction, are referred to as the “Merger Litigations.”

The Merger Litigations filed to date generally allege that the Schedule 14D-9 is materially incomplete and misleading. The Merger Litigations assert violations of Section 14(e) of the Exchange Act and violations of Section 20(a) of the Exchange Act against BDSI’s Board of Directors. The Merger Litigations seek, among other things: an injunction enjoining consummation of the Merger, rescission of the Merger Agreement, a declaration that BDSI and its Board of Directors violated Sections 14(e) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, damages, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper.

In addition, between February and March of 2022, BDSI received demand letters from three purported stockholders of BDSI seeking to inspect certain books and records of BDSI related to the Merger (collectively, the “Inspection Letters”). In March 2022, BDSI received demand letters from four purported stockholders alleging that the Schedule 14D-9 omits purportedly material information relating to the Merger (collectively, the “Demand Letters”).

Plaintiffs in the Higley, Zomber, and Justice Actions each filed a notice of voluntary dismissal of their complaint in the second quarter of 2022. On July 28, 2022, plaintiff in the Sanford Action filed a partial voluntary dismissal of the individual named defendants, and on October 26, 2022, filed a notice of voluntary dismissal of the BDSI defendant. On February 17, 2023, the Stein Action was dismissed.

While the Company believes that the remaining Merger Litigations, Inspection Letters, and Demand Letters are without merit and that the disclosures in the Schedule 14D-9 comply fully with applicable law, solely in order to avoid the expense and distraction of litigation, BDSI previously determined to voluntarily supplement the Schedule 14D-9 with certain supplemental disclosures set forth in BDSI’s Schedule 14D-9 filed with the SEC on March 11, 2022 (the “Supplemental Disclosures”). The Company and BDSI believe that the Supplemental Disclosures mooted all allegations or concerns raised in the Merger Litigations, Inspection Letters, and Demand Letters.

Alvogen

On September 7, 2018, BDSI filed a complaint for patent infringement in District Court for the District of Delaware against Alvogen Pb Research & Development LLC, Alvogen Malta Operations Ltd., Alvogen Pine Brook LLC, Alvogen, Incorporated, and Alvogen Group, Incorporated (collectively, “Alvogen”), asserting that Alvogen infringed BDSI’s Orange Book-listed patents for Belbuca, including U.S. Patent Nos. 8,147,866, 9,655,843 and 9,901,539 (collectively, “the BEMA patents”). This complaint followed receipt by BDSI on July 30, 2018 of a Paragraph IV Patent Certification from Alvogen stating it had filed an abbreviated New Drug Application (“ANDA”) with the FDA for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, 600 mcg, 750 mcg and 900 mcg.

A three-day bench trial was held from March 1-3, 2021. On December 20, 2021, the Court issued an opinion upholding the validity of certain claims in BDSI’s ʼ866 patent and certain claims in the ’539 patent. The Court entered final judgment on January 21, 2022 upholding the validity of claims of the ’866 and ’539 patents and thereby extended the effective date of any final approval by the FDA of Alvogen’s ANDA until December 21, 2032, (the expiration date of the ’539 patent) and enjoining Alvogen from commercially launching its ANDA products until December 21, 2032. Alvogen filed a motion to stay certain provisions of the final judgment. BDSI filed an opposition to Alvogen’s request for a stay. The Court retained jurisdiction to decide BDSI’s motion for contempt, which was filed on September 21, 2021.

Alvogen filed a notice of appeal to the Federal Circuit seeking to reverse the Court’s final judgment. Separately, BDSI filed a cross-appeal to the Federal Circuit seeking to reverse the Court’s opinion that claims 3 and 10 of the ʼ866 patent and claims 8, 9 and 20 of the ’843 patent are invalid and thus, Alvogen is not liable for infringement of those claims, as well as any other ruling decided adversely to BDSI. On December 21, 2022, the Federal Circuit affirmed the district court judgment that certain claims of the ʼ866 and ʼ539 patent were not invalid as obvious. The Federal Circuit also vacated the district court’s judgment that certain claims of the ʼ866 and ʼ843 patent were invalid as obvious and remanded to the district court for further proceedings. The mandate issued on February 10, 2023.

As it has done in the past, the Company intends to vigorously defend its intellectual property against assertions of invalidity or non-infringement.

Chemo Research, S.L.

On March 1, 2019, BDSI filed a complaint for patent infringement in the District Court for the District of Delaware against Chemo Research, S.L., Insud Pharma S.L., IntelGenx Corp., and IntelGenx Technologies Corp. (collectively, the “Chemo Defendants”), asserting that the Chemo Defendants infringe the BEMA patents. This complaint followed receipt by BDSI on January 31, 2019, of a Notice Letter from Chemo Research S.L. stating that it had filed with the FDA an ANDA containing a Paragraph IV Patent Certification, for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, and 900 mcg.

Chemo agreed to be bound by the decision of the Court with respect to the validity of the BEMA patents as disputed between BDSI and Alvogen. Accordingly, the December 20, 2021 ruling of the Court upholding the validity of certain claims of the BEMA patents is binding upon Chemo. In March 2022, the Court vacated the bench trial set to begin April 25, 2022 to address the remaining Chemo infringement claims. The Court has not yet set a new trial date.

On August 1, 2022, BDSI received a second Paragraph IV certification notice letter from Chemo indicating it amended its ANDA to: (i) withdraw its generic version of the 75 mcg and 150 mcg strengths of Belbuca; and (ii) include its generic version of the 600 mcg and 750 mcg strengths of Belbuca, in addition to the 300 mcg, 450 mcg, and 900 mcg strengths identified in the first Chemo Paragraph IV certification notice letter. In response, BDSI filed a complaint for patent infringement in Federal District Court for the District of Delaware. Chemo answered the complaint on December 1, 2022. The Court has not yet set a schedule for this litigation.

On August 24, 2022, the Court instructed the parties to update the Court at such time as the FDA addresses Chemo's July 29, 2022 response to the FDA. On February 8, 2023, the Court denied Chemo’s request for a trial date in the spring, and

again instructed the parties to update the Court at such time as the FDA addresses Chemo’s July 29, 2022 response to the FDA. Chemo received a complete response letter with respect to its July 29, 2022 ANDA in April 2023. Chemo submitted a further amended ANDA to FDA in September 2023.

The Company plans to litigate 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.

Inventory (Details) - USD ($) $ in Thousands	12 Months Ended
Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Raw materials	$ 10,384	$ 5,600
Work in process	6,740	24,672
Finished goods	15,208	16,229
Total inventory	32,332	46,501
Cost of product revenues
Expenses related to excess and obsolete inventory	$ 1,624	$ 1,814

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Jan. 31, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 741.8
Entity Common Stock, Shares Outstanding		31,959,828
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Boston, Massachusetts
Entity Central Index Key	0001267565
Document Fiscal Period Focus	FY
Amendment Flag	false
Document Fiscal Year Focus	2023

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Amended	false
Non-Rule 10b5-1 Arrangement Amended	false

Marketable Securities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Marketable Securities
Available-for-sale	$ 76,330
Cash and cash equivalents
Marketable Securities
Available-for-sale	4,729
Marketable Securities
Marketable Securities
Available-for-sale	$ 71,601

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment
Total property and equipment	$ 25,661	$ 25,844
Less: accumulated depreciation	(9,678)	(6,323)
Property and equipment, net	15,983	19,521
Depreciation expense	3,496	2,684	$ 1,736
Disposal of fully depreciated assets	141	1,040	$ 96
Computers and office equipment
Property and Equipment
Total property and equipment	2,388	2,491
Laboratory equipment
Property and Equipment
Total property and equipment	436	436
Furniture and fixtures
Property and Equipment
Total property and equipment	1,133	1,133
Manufacturing Equipment
Property and Equipment
Total property and equipment	20,643	20,910
Leasehold improvements
Property and Equipment
Total property and equipment	$ 1,061	$ 874

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of income tax benefit recognized


	Years Ended December 31,
	2023		2022		2021
Current provision:
Federal	$	21,504	$	166	$	—
State		8,227		4,540		3,142
		29,731		4,706		3,142
Deferred benefit:
Federal	$	(1,401)	$	(4,631)	$	(61,445)
State		(752)		(3,920)		(16,588)
		(2,153)		(8,551)		(78,033)
Provision for (benefit from) income taxes	$	27,578	$	(3,845)	$	(74,891)

Schedule of reconciliation of income tax expense (benefit) at statutory federal income tax rate to income taxes


	Years Ended December 31,
	2023		2022		2021
Federal income tax expense at statutory rate	21.0	%	21.0	%	21.0	%
Change resulting from:
State income tax, net of federal benefit	4.9		5.0		2.9
Permanent difference - debt extinguishment	7.1		—		—
Permanent differences - all other	1.3		(1.9)		(3.9)
Stock compensation	1.0		(5.1)		(18.8)
Research and development credit	—		0.7		16.3
Transaction costs	—		(4.4)		—
Change in tax rates and other	0.4		(2.0)		—
Change in valuation allowance	0.7		—		2,202.5
Effective income tax rate	36.4	%	13.3	%	2,220.0	%

Schedule of significant components of deferred tax assets and liabilities


	Years Ended December 31,
	2023		2022
Deferred tax assets:
U.S. and state net operating loss carryforwards	$	33,800	$	56,982
Research and development credits		1,769		5,036
Operating lease liabilities		1,803		2,131
Returns and discounts		18,528		19,423
Stock-based compensation		7,570		6,776
Accruals and other		6,257		5,228
163(j) Carryforward		—		3,647
Capitalized R&D		707		929
Intangible assets		32,771		23,592
Gross deferred tax assets:		103,205		123,744
Valuation allowance		(5,781)		(5,254)
Total deferred tax assets:		97,424		118,490
Deferred tax liabilities:
Debt discount		(344)		(406)
Operating lease assets		(1,529)		(1,778)
Inventory		—		(3,918)
Intangible assets		(65,774)		(84,167)
Property and equipment		(3,518)		(4,271)
Total deferred tax liabilities:		(71,165)		(94,540)
Net deferred tax assets	$	26,259	$	23,950

Schedule of reconciliation of gross unrecognized tax benefits


	Years Ended December 31,
	2023		2022		2021
Gross UTB Balance as of January 1	$	11,400	$	654	$	586
Additions based on tax positions related to the current year		—		—		67
Additions for tax positions related to acquisitions		—		10,930		—
(Reductions) additions for tax positions of prior years		(94)		(184)		1
Gross UTB Balance as of December 31	$	11,306	$	11,400	$	654

Net UTB impacting the effective tax rate as of December 31 excluding valuation allowance impacts, if any	$	11,275	$	11,368	$	500

Debt - 2022 Term Loan - Future Minimum Payments (Details) - 2022 Term Loan - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 22, 2022
Principal repayments
2024	$ 183,333	$ 100,000
2025	183,333
2026	45,834
Total before unamortized discount and issuance costs	412,500
Less: unamortized discount and issuance costs	(7,454)	$ (2,049)
Total term notes	$ 405,046

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Future minimum lease payments
2024	$ 1,398
2025	1,436
2026	1,474
2027	1,489
2028	1,527
Thereafter	1,169
Total minimum lease payments	8,493
Less: Present value discount	1,381
Present value of lease liabilities	$ 7,112

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

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)
December 31, 2023
Cash equivalents:
Money market funds	$	77,299	$	77,299	$	—	$	—
U.S. Treasury securities		4,729		—		4,729		—
Marketable securities:
Corporate debt securities		41,612		—		41,612		—
U.S. Treasury securities		25,468		—		25,468		—
Government-sponsored securities		4,521		—		4,521		—
Total assets measured at fair value	$	153,629	$	77,299	$	76,330	$	—

December 31, 2022
Cash equivalents:
Money market funds	$	172,590	$	172,590	$	—	$	—
Total assets measured at fair value	$	172,590	$	172,590	$	—	$	—

Schedule of estimated useful lives of property and equipment


Asset Category		Estimated Useful Life
Computers and office equipment		3-5 years
Laboratory equipment		5 years
Furniture and fixtures		7 years
Manufacturing equipment		5-13 years
Leasehold improvements		Lesser of remaining lease term and estimated useful life

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities

Schedule of components of accrued liabilities


	As of December 31,
	2023		2022
Accrued royalties	$	14,198	$	13,770
Accrued product taxes and fees		5,013		4,352
Accrued bonuses		4,987		6,347
Accrued interest		2,853		1,410
Accrued income taxes		2,136		—
Accrued payroll and related benefits		1,511		1,208
Accrued incentive compensation		1,375		1,507
Accrued sales and marketing		1,198		2,130
Accrued audit and legal		700		1,957
Accrued other operating costs		3,600		3,448
Total accrued liabilities	$	37,571	$	36,129

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) Institution customer	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Number of reputable and nationally recognized financial institution \| Institution					1
Financial instruments with off balance sheet risk of loss, assets					$ 0
Financial instruments with off balance sheet risk of loss, liabilities					0
Research and development	$ 3,983			$ 0	0	$ 3,983	$ 9,451
Restructuring expenses		$ 4,578					4,578
Payments on restructuring expense		$ 1,335	$ 3,243
Accrued interest or penalties related to uncertain tax positions					0
Accrued interest or penalties recognized related to uncertain tax positions					0
Selling, general and administrative expenses
Advertising and product promotion costs					$ 7,406	$ 11,743	$ 4,186
Accounts Receivable \| Customer Concentration Risk
Number of customers \| customer					3
Accounts Receivable \| Customer Concentration Risk \| Customer One
Concentration Risk, Percentage					38.00%	37.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Two
Concentration Risk, Percentage					35.00%	33.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Three
Concentration Risk, Percentage					26.00%	28.00%
Revenue \| Customer Concentration Risk \| Customer One
Concentration Risk, Percentage					33.00%	33.00%	35.00%
Revenue \| Customer Concentration Risk \| Customer Two
Concentration Risk, Percentage					32.00%	32.00%	31.00%
Revenue \| Customer Concentration Risk \| Customer Three
Concentration Risk, Percentage					32.00%	31.00%	29.00%

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2023

Marketable Securities

Schedule of available-for-sale securities


	December 31,
	2023
Cash and cash equivalents	$	4,729
Marketable securities		71,601
Total	$	76,330

The following table summarizes the available-for-sale securities held as of December 31, 2023:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Corporate debt securities	$	41,610	$	47	$	(45)	$	41,612
U.S. Treasury securities		30,189		8		—		30,197
Government-sponsored securities		4,517		4		—		4,521
Total	$	76,316	$	59	$	(45)	$	76,330

Schedule of contractual maturities of available-for-sale securities other than investments in money market funds


	December 31,
	2023
Matures within one year	$	61,672
Matures after one year through five years		14,658
Total	$	76,330

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Summary of Significant Accounting Policies - Property, Plant and Equipment Useful Lives (Details)	Dec. 31, 2023
Computers and office equipment \| Minimum
Property and Equipment
Estimated Useful Life	3 years
Computers and office equipment \| Maximum
Property and Equipment
Estimated Useful Life	5 years
Laboratory equipment
Property and Equipment
Estimated Useful Life	5 years
Furniture and fixtures
Property and Equipment
Estimated Useful Life	7 years
Manufacturing Equipment \| Minimum
Property and Equipment
Estimated Useful Life	5 years
Manufacturing Equipment \| Maximum
Property and Equipment
Estimated Useful Life	13 years

License Agreements - License and supply agreement (Details) - Shionogi license and supply agreement	Apr. 04, 2019
License Agreements [Line Items]
Additional Percentage	1.00%
Minimum
License Agreements [Line Items]
Royalty Percentage	8.50%
Maximum
License Agreements [Line Items]
Royalty Percentage	17.50%

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

9. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	Years Ended December 31,
	2023		2022
Prepaid regulatory fees	$	5,938	$	5,614
Prepaid income taxes		1,416		5,138
Prepaid co-pay program incentives		1,758		1,907
Prepaid insurance		672		960
Manufacturing deposits		2,640		—
Other current assets		93		57
Other prepaid expenses		2,678		3,005
Prepaid expenses and other current assets	$	15,195	$	16,681

Revenue from Contracts with Customers (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contracts with Customers

Summary of product revenue provision and allowance


					Trade
	Rebates and		Product		Allowances and
	Incentives⁽¹⁾		Returns ⁽²⁾		Chargebacks ⁽³⁾
Balance as of December 31, 2020	$	132,775	$	23,779	$	19,055
Provision related to current period sales		378,694		27,229		84,470
Changes in estimate related to prior period sales		1,121		8,763		4
Credits/payments made		(370,211)		(5,154)		(90,303)
Balance as of December 31, 2021	$	142,379	$	54,617	$	13,226
Acquired from BDSI		38,074		18,187		7,575
Provision related to current period sales		497,250		38,250		132,547
Changes in estimate related to prior period sales		(619)		2,505		(592)
Credits/payments made		(520,147)		(40,005)		(130,698)
Balance as of December 31, 2022	$	156,937	$	73,554	$	22,058
Provision related to current period sales		424,013		41,993		149,976
Changes in estimate related to prior period sales		(4,802)		4,268		555
Credits/payments made		(426,322)		(42,310)		(151,672)
Balance as of December 31, 2023	$	149,826	$	77,505	$	20,917

(1)

(2)

(3)

Schedule of disaggregation of revenue


	Years Ended December 31,
	2023		2022		2021
Belbuca	$	182,095	$	126,461	$	—
Xtampza ER		177,374		138,804		103,708
Nucynta IR		108,150		112,058		102,222
Nucynta ER		82,653		72,418		70,938
Symproic		16,495		12,267		—
Other		—		1,925		—
Total product revenues, net	$	566,767	$	463,933	$	276,868

Acquisitions - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended								9 Months Ended	12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Product revenues, net	$ 149,745	$ 136,709	$ 135,546	$ 144,767	$ 129,620	$ 127,013	$ 123,549	$ 83,751		$ 566,767	$ 463,933	$ 276,868
BioDelivery Sciences International, Inc
Business Acquisition [Line Items]
Product revenues, net									$ 140,653

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Debt - 2029 Convertible Notes (Details) - 2029 Convertible Notes $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 10, 2023 USD ($) D $ / shares	Jun. 30, 2023 D	Dec. 31, 2023 USD ($) D
Debt
Interest rate (as a percent)	2.875%		2.875%
Aggregate principal amount	$ 241,500
Total debt issuance cost	$ 6,280
Initial conversion price \| $ / shares	$ 36.56
Initial conversion rate	27.3553
Conversion, threshold percentage of stock price trigger		130.00%	130.00%
Conversion, threshold trading days \| D		20	20
Conversion, threshold consecutive trading days \| D		30	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%
Term of notice to company	60 days
Default period	30 days
Threshold amount of money borrowed	$ 30,000
Number of calendar days \| D	3
Provisions threshold amount of payment	$ 30,000
Principal			$ 241,500
Minimum
Debt
Principal			$ 75,000

Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share

Earnings Per Share

6. Earnings Per Share

Basic earnings per share is calculated by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted earnings per share is computed by dividing the net income or loss 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, if-converted, or contingently issuable accounting methods, depending on the nature of the security. For purposes of the diluted earnings per share calculation, stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), and shares potentially issuable in connection with the employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not anti-dilutive.

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


	Years Ended December 31,
	2023		2022		2021
Numerator:
Net income (loss)	$	48,155	$	(25,002)	$	71,517
Adjustment for interest expense recognized on convertible senior notes:		5,889		—		4,675
Net (loss) income — diluted	$	54,044	$	(25,002)	$	76,192
Denominator:
Weighted-average shares outstanding — basic		33,741,213		33,829,495		34,936,817
Effect of dilutive securities:
Stock options		271,540		—		504,699
Restricted stock units		714,190		—		461,471
Performance share units		267,761		—		85,229
Employee stock purchase plan		—		—		1,198
Warrants		—		—		131,257
Convertible senior notes		6,793,421		—		4,925,134
Weighted average shares outstanding — diluted		41,788,125		33,829,495		41,045,805

Earnings (loss) per share — basic	$	1.43	$	(0.74)	$	2.05
Earnings (loss) per share — diluted	$	1.29	$	(0.74)	$	1.86

The Company has the option to settle the conversion obligation for its convertible senior notes due in 2026 and 2029 in cash, shares or a combination of the two. The Company uses the if-converted method for the convertible senior notes.

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


	Years Ended December 31,
	2023	2022	2021
Stock options	259,405	1,683,805	1,202,403
Restricted stock units	31,050	2,047,571	22,605
Performance share units	308,680	447,770	242,714
Employee stock purchase plan	18,591	—	—
Convertible senior notes	—	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. All other securities presented in the table above were excluded from the calculation of diluted earnings per share as their inclusion would have had an antidilutive effect.

Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets
2024	$ 138,062
2025	138,062
2026	110,370
2027	7,285
2028	7,285
Thereafter	20,644
Carrying Amount	421,708	$ 567,468
Belbuca
Goodwill and Intangible Assets
2024	75,393
2025	75,393
2026	75,393
Carrying Amount	226,179	301,572
Nucynta Products
Goodwill and Intangible Assets
2024	55,384
2025	55,384
2026	27,692
Carrying Amount	138,460	201,542
Symproic
Goodwill and Intangible Assets
2024	7,285
2025	7,285
2026	7,285
2027	7,285
2028	7,285
Thereafter	20,644
Carrying Amount	$ 57,069	$ 64,354

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Stock-based Compensation

Stock-based Compensation

17. 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.

In January 2019, the Company granted PSUs with performance conditions related to 2019, 2020, 2021 and three-year cumulative revenue goals for Xtampza ER. The PSUs were to vest following a three-year performance period, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between 0% and 200%, based on the satisfaction of performance criteria, and no shares will be issued if the minimum applicable performance metric is not achieved. The Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares that will vest based upon the probability of achieving the performance metrics. During the year ended December 31, 2021, the Company adjusted cumulative compensation expense based on the number of shares that vested.

Beginning in February 2020 and each year thereafter, the Company granted PSUs with performance criteria related to the relative ranking of the total stockholder return (“TSR”) of the Company’s common stock for each individual year within a three-year performance period as well as the cumulative three-year performance period return relative to the TSR of certain peer companies within the S&P Pharmaceutical Select Industry Index. TSR will be measured based on the 30-day average stock price on the first day of each period compared to the 30-day average stock price on the last day of each period. The PSUs subject to the annual performance criteria will vest annually, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. The cumulative PSUs will vest following the three-year performance period, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between 0% and 200%, based on the satisfaction of performance, and no shares will be issued if the minimum applicable performance metric is not achieved. As these PSUs vest based on the achievement of market conditions, the grant date fair values were determined using a Monte-Carlo valuation model. The Monte-Carlo valuation model considered a variety of potential future share prices for the Company as well as its peer companies in the selected market index.

A summary of the Company’s PSUs activity for the year ended December 31, 2023 and related information is as follows:


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding as of December 31, 2022	447,770	$	28.71
Granted	216,500		38.71
Vested	(223,170)		27.99
Forfeited	—		—
Performance adjustment	62,780		27.14
Outstanding as of December 31, 2023	503,880	$	33.13

The number of PSUs awarded 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 years ended December 31, 2023, 2022, and 2021 was $38.71, $24.12, and $35.15, respectively.

For the years ended December 31, 2023, 2022, and 2021, the stock-based compensation expense for PSUs was $7,037, $5,398, and $4,817 respectively.

As of December 31, 2023, the unrecognized compensation cost related to performance share units was $5,585 and is expected to be recognized as expense over approximately 1.6 years.

Restricted Stock Units

A summary of the Company’s RSUs activity for the year ended December 31, 2023 and related information is as follows:


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding as of December 31, 2022	2,047,571	$	19.67
Granted	1,278,256		26.25
Vested	(675,647)		19.83
Forfeited	(206,273)		21.91
Outstanding as of December 31, 2023	2,443,907	$	22.88

The weighted-average grant date fair value of RSUs granted for the years ended December 31, 2023, 2022, and 2021 was $26.25, $17.53, and $24.23, respectively. The total fair value of RSUs vested (measured on the date of vesting) for the years ended December 31, 2023, 2022, and 2021 was $17,677, $10,166, and $11,165, respectively.

As of December 31, 2023, the unrecognized compensation cost related to restricted stock units was $37,022 and is expected to be recognized as expense over approximately 2.6 years. The weighted-average grant date fair value of restricted stock units vested during the years ended December 31, 2023, 2022, and 2021 was $13,398, $12,547, and $8,526, respectively.

Stock Options

A summary of the Company’s stock option activity for the year ended December 31, 2023 and related information is as follows:


				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise Price	Contractual		Intrinsic
	Shares		per Share	Term (in years)		Value
Outstanding as of December 31, 2022	1,683,805	$	18.84	5.5	$	7,953
Exercised	(498,008)		17.34
Cancelled	(9,047)		18.90
Outstanding as of December 31, 2023	1,176,750	$	19.48	4.3	$	13,297
Exercisable as of December 31, 2023	1,158,209	$	19.45	4.3	$	13,120

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:


	Years Ended December 31,
	2023		2022		2021
Risk-free interest rate	—	%	—	%	0.7	%
Volatility	—	%	—	%	67.2	%
Expected term (years)	—		—		6.0
Expected dividend yield	—	%	—	%	—	%

Risk-free Interest Rate. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the stock option grants.

Expected Volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on the Company’s volatility as well as the historical volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology and pharmaceutical industries. In evaluating similarity, the Company considers factors such as industry, stage of life cycle and size.

Expected Term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior through December 31, 2021, it determined the expected term assumption using the simplified method, which is an average of the contractual term of the option and its vesting period.

Expected Dividend Yield. The expected dividend yield assumption is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends.

The Company did not grant stock options during the years ended December 31, 2023 and 2022. The weighted-average grant date fair value of stock options granted for the year ended December 31, 2021 was $12.60. The total intrinsic value of stock options exercised for the years ended December 31, 2023, 2022, and 2021 was $4,786, $3,943, and $6,456, respectively.

As of December 31, 2023, the unrecognized compensation cost related to outstanding options was $110 and is expected to be recognized as expense over approximately 0.2 years.

Employee Stock Purchase Plan

The Company’s 2015 Employee Stock Purchase Plan allows employees as designated by the Company’s Board of Directors 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: (i) the first day of the purchase period; or (ii) the last day of the purchase period. During the year ended December 31, 2023, 26,505 shares of common stock were purchased for total proceeds of $460. As of December 31, 2023, there were 2,244,157 shares of common stock authorized for issuance pursuant to the employee stock purchase plan. The expense for the years ended December 31, 2023, 2022 and 2021 was $209, $117 and $224 respectively.

Stock-Based Compensation Expense

Stock-based compensation for all stock options, restricted stock awards, restricted stock units, performance share units and for the employee stock purchase plan are reported within the following:


	Years Ended December 31,
	2023		2022		2021
Research and development	$	—	$	1,591	$	3,422
Selling, general and administrative		27,136		21,283		20,833
Total stock-based compensation expense	$	27,136	$	22,874	$	24,255

Acquisitions - Acquisition Related Expenses (Details) - BioDelivery Sciences International, Inc $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Transaction costs	$ 14,718
Employee-related expenses	8,008
BDSI directors and officers insurance	4,492
Other acquisition expenses	4,079
Total acquisition related expenses	$ 31,297

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment

Schedule of components of property and equipment


	Years Ended December 31,
	2023		2022
Computers and office equipment	$	2,388	$	2,491
Laboratory equipment		436		436
Furniture and fixtures		1,133		1,133
Manufacturing equipment		20,643		20,910
Leasehold improvements		1,061		874
Total property and equipment		25,661		25,844
Less: accumulated depreciation		(9,678)		(6,323)
Property and equipment, net	$	15,983	$	19,521

Income Taxes - Components of Income Taxes and Reconciliation of Income Tax Expense (Benefit) Computed at Statutory Federal Rate (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current provision (benefit):
Federal									$ 21,504	$ 166
State									8,227	4,540	$ 3,142
Current provision (benefit)									29,731	4,706	3,142
Deferred provision (benefit):
Federal									(1,401)	(4,631)	(61,445)
State									(752)	(3,920)	(16,588)
Deferred provision (benefit)									(2,153)	(8,551)	(78,033)
Provision for (benefit from) income taxes	$ 14,770	$ 8,149	$ 4,790	$ (131)	$ (592)	$ 975	$ (1,455)	$ (2,773)	$ 27,578	$ (3,845)	$ (74,891)
Federal income tax expense at statutory rate (as a percent)									21.00%	21.00%	21.00%
Change resulting from:
State income tax, net of federal benefit (as a percent)									4.90%	5.00%	2.90%
Permanent difference - debt extinguishment (as a percent)									7.10%
Permanent differences - all other (as a percent)									1.30%	(1.90%)	(3.90%)
Stock compensation (as a percent)									1.00%	(5.10%)	(18.80%)
Research and development credit (as a percent)										0.70%	16.30%
Transaction costs (as a percent)										(4.40%)
Change in tax rates and other (as a percent)									0.40%	(2.00%)
Change in valuation allowance (as a percent)									0.70%		2202.50%
Effective income tax rate (as a percent)									36.40%	13.30%	2220.00%

Unaudited Quarterly Operating Results (Tables)

12 Months Ended

Dec. 31, 2023

Unaudited Quarterly Operating Results

Summary of unaudited quarterly results of operations


		First		Second		Third		Fourth
Year Ended December 31, 2023		Quarter		Quarter		Quarter		Quarter
Product revenues, net	$	144,767	$	135,546	$	136,709	$	149,745
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)		29,899		24,257		20,081		20,601
Intangible asset amortization and impairment		37,466		37,463		36,317		34,514
Total cost of products revenues		67,365		61,720		56,398		55,115
Gross profit		77,402		73,826		80,311		94,630
Operating expenses
Selling, general and administrative		52,775		38,193		35,298		32,942
Total operating expenses		52,775		38,193		35,298		32,942
Income from operations		24,627		35,633		45,013		61,688
Interest expense		(21,427)		(21,863)		(20,768)		(19,281)
Interest income		2,747		4,027		4,538		4,303
Loss on extinguishment of debt		(23,504)		—		—		—
(Loss) income before income taxes		(17,557)		17,797		28,783		46,710
(Benefit from) provision for income taxes		(131)		4,790		8,149		14,770
Net (loss) income	$	(17,426)	$	13,007	$	20,634	$	31,940

(Loss) earnings per share — basic	$	(0.51)	$	0.38	$	0.61	$	0.99
Weighted-average shares — basic		34,319,291		34,622,284		33,744,209		32,301,211

(Loss) earnings per share — diluted	$	(0.51)	$	0.34	$	0.53	$	0.82
Weighted-average shares — diluted		34,319,291		42,849,952		42,058,821		41,279,981


		First		Second		Third		Fourth
Year Ended December 31, 2022		Quarter		Quarter		Quarter		Quarter
Product revenues, net	$	83,751	$	123,549	$	127,013	$	129,620
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)		16,332		33,684		30,622		37,552
Intangible asset amortization and impairment		18,923		37,501		37,552		42,279
Total cost of products revenues		35,255		71,185		68,174		79,831
Gross profit		48,496		52,364		58,839		49,789
Operating expenses
Research and development		3,983		—		—		—
Selling, general and administrative		54,528		41,254		38,372		38,032
Total operating expenses		58,511		41,254		38,372		38,032
(Loss) income from operations		(10,015)		11,110		20,467		11,757
Interest expense		(5,831)		(17,761)		(19,046)		(20,575)
Interest income		4		5		11		1,027
(Loss) income before income taxes		(15,842)		(6,646)		1,432		(7,791)
(Benefit from) provision for income taxes		(2,773)		(1,455)		975		(592)
Net (loss) income	$	(13,069)	$	(5,191)	$	457	$	(7,199)

(Loss) earnings per share — basic	$	(0.39)	$	(0.15)	$	0.01	$	(0.21)
Weighted-average shares — basic		33,673,912		34,001,553		34,058,802		33,582,202

(Loss) earnings per share — diluted	$	(0.39)	$	(0.15)	$	0.01	$	(0.21)
Weighted-average shares — diluted		33,673,912		34,001,553		34,570,319		33,582,202

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets

Schedule of changes in the carrying amount of goodwill


	Amount
Balance as of December 31, 2021	$	—
Goodwill resulting from BDSI Acquisition		133,695
Balance as of December 31, 2022	$	133,695
Measurement period adjustments from BDSI Acquisition		162
Balance as of December 31, 2023	$	133,857

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


		As of December 31, 2023						As of December 31, 2022
	Amortization Period (Years)		Cost		Accumulated Amortization		Carrying Amount		Cost		Accumulated Amortization		Carrying Amount
Belbuca	4.8	$	360,000	$	(133,821)	$	226,179	$	360,000	$	(58,428)	$	301,572
Nucynta Products⁽¹⁾	8.5		521,170		(382,710)		138,460		521,170		(319,628)		201,542
Symproic	9.6		70,000		(12,931)		57,069		70,000		(5,646)		64,354
Elyxyb	—		—		—		—		5,000		(5,000)		—
Total intangibles		$	951,170	$	(529,462)	$	421,708	$	956,170	$	(388,702)	$	567,468

Summary of amortization expense


	Years Ended December 31,
		2023		2022		2021
Belbuca	$	75,393	$	58,428	$	—
Nucynta Products⁽¹⁾		63,082		67,181		67,181
Symproic		7,285		5,646		—
Elyxyb ⁽²⁾		—		5,000		—
Total amortization and impairment expense	$	145,760	$	136,255	$	67,181

(1)

During the three months ended September 30, 2023, the United States Food and Drug Administration (“FDA”) granted New Patient Population exclusivity in pediatrics for Nucynta IR which extends the period of U.S. exclusivity for Nucynta IR to July 3, 2026, resulting in an extension of the estimated useful life of the underlying intangible asset from 8.0 years to 8.5 years. This change in estimate resulted in a decrease of amortization expense of $4,099 and an increase in net income of $3,037 during the year ended December 31, 2023. The impact to earnings per share — basic and earnings per share — diluted was $0.09 and $0.07, respectively, during the year ended December 31, 2023.

(2)

Includes $214 of amortization expense and $4,786 of impairment expense.

Schedule of future amortization expenses


Years ended December 31,	Belbuca		Nucynta Products		Symproic		Total
2024	$	75,393	$	55,384	$	7,285	$	138,062
2025		75,393		55,384		7,285		138,062
2026		75,393		27,692		7,285		110,370
2027		—		—		7,285		7,285
2028		—		—		7,285		7,285
Thereafter		—		—		20,644		20,644
Remaining amortization expense	$	226,179	$	138,460	$	57,069	$	421,708

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Commitments and Contingencies (Details) $ in Thousands						1 Months Ended	2 Months Ended	12 Months Ended	18 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 08, 2023 USD ($)	Feb. 28, 2022 case	Dec. 24, 2021 USD ($) case	Sep. 11, 2020	Mar. 24, 2015 patent	Mar. 31, 2022 case stockholder	Mar. 31, 2022 stockholder	Dec. 31, 2021 case	Apr. 30, 2017 lawsuit patent
Xtampza ER Litigation
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				2
Number of lawsuits filed \| lawsuit									2
Statutory period of proceedings				18 months
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
Claims settled (in number)			27
Litigation settlement, amount awarded to other party \| $			$ 2,750
Multi-District Litigation (MDL)
Commitments and Contingencies
Number of lawsuits filed								21
BDSI Acquisition Litigation
Commitments and Contingencies
Number of additional cases filed		2				2
Number of demand letters received from purported stockholders \| stockholder						4	3
Aquestive Therapeutics, Inc Litigation \| Selling, general and administrative expenses
Commitments and Contingencies
Litigation settlement, amount awarded to other party \| $	$ 8,500

Debt - Convertible Notes - Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Convertible Notes
Principal repayments
2024	$ 7,635
2025	7,635
2026	33,639
2027	6,943
2028	6,943
Thereafter	244,972
Total minimum payments	307,767
Less: interest	(39,917)
Less: unamortized issuance costs	(5,725)
Convertible Notes carrying value	262,125
2026 Convertible Notes
Principal repayments
2024	692
2025	692
2026	26,696
Total minimum payments	28,080
Less: interest	(1,730)
Less: unamortized issuance costs	(358)
Convertible Notes carrying value	25,992
2029 Convertible Notes
Principal repayments
2024	6,943
2025	6,943
2026	6,943
2027	6,943
2028	6,943
Thereafter	244,972
Total minimum payments	279,687
Less: interest	(38,187)
Less: unamortized issuance costs	(5,367)
Convertible Notes carrying value	$ 236,133

Marketable Securities - Narratives (Details)	12 Months Ended
Marketable Securities - Narratives (Details)	Dec. 31, 2023 USD ($)
Marketable Securities
Sale of marketable securities	$ 0

Acquisitions

12 Months Ended

Dec. 31, 2023

Acquisitions

Acquisitions

4. Acquisitions

On March 22, 2022 (the “Acquisition Date”), the Company acquired BioDelivery Sciences International, Inc. (“BDSI”), a specialty pharmaceutical company working to deliver innovative therapies for individuals living with serious and debilitating chronic conditions (the “BDSI Acquisition”). Upon closing, the Company acquired Belbuca and Symproic.

The BDSI Acquisition was completed to leverage the Company’s existing sales force and other operations to commercialize additional products that are typically marketed to similar physicians and to develop other synergies. The Company obtained control through the acquisition of shares in an all-cash transaction which closed on March 22, 2022.

The total consideration paid for the BDSI acquisition was approximately $669,431 consisting of the following (in thousands, except per share amounts):


Fair Value of Purchase Price Consideration	Amount
Fair value of purchase price consideration paid at closing:
Cash consideration for all outstanding shares of BDSI's common and preferred stock (103,235,298 shares acquired at $5.60 per share)	$	578,118
Cash consideration paid to settle RSUs and in-the-money options		28,309
Cash paid to settle BDSI debt		63,004
Total purchase consideration	$	669,431

The Company has accounted for the BDSI Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Acquisition Date.

The final allocation of the consideration transferred to the assets acquired and liabilities assumed has been completed. During the three months ended March 31, 2023, the Company recorded measurement period adjustments to increase accrued expenses by $134 and deferred tax liabilities by $28, with a corresponding increase to goodwill of $162.

The following tables set forth the final allocation of the BDSI Acquisition purchase price to the estimated fair value of the net assets acquired at the Acquisition Date:


	Amounts Recognized at the Acquisition Date
Assets Acquired
Cash and cash equivalents	$	97,362
Accounts receivable		55,495
Inventory		77,382
Prepaid expenses and other current assets		6,125
Property and equipment		1,242
Operating lease assets		481
Intangible assets		435,000
Total assets	$	673,087
Liabilities Assumed
Accounts payable	$	12
Accrued liabilities		18,249
Accrued rebates, returns and discounts		56,261
Operating lease liabilities		481
Deferred tax liabilities		62,510
Total liabilities	$	137,513
Total identifiable net assets acquired		535,574
Goodwill		133,857
Total consideration transferred	$	669,431

The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the $435,000 of intangible assets. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with risk. The Company amortizes the identifiable intangible assets on a straight-line basis over their respective useful lives (refer to Note 11, Goodwill and Intangible Assets). In addition, the acquired inventory was recognized at its acquisition-date fair value, which resulted in an increase of $54,700 compared to its preacquisition book value.

The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes.

Total revenues attributable to BDSI from the Acquisition Date through December 31, 2022 were $140,653. However, earnings attributable to BDSI from the Acquisition Date through December 31, 2022 are not distinguishable due to the rapid integration of BDSI’s core operations into the Company.

Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the years ended December 31, 2022 and 2021, as if the BDSI Acquisition had occurred on January 1, 2021. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of January 1, 2021, and is not indicative of what such results would be expected for any future period:


	Years Ended December 31,
	2022		2021
Total revenues	$	493,284	$	443,571
Net income	$	8,674	$	15,015

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and BDSI. The pro forma financial information primarily reflects the following pro forma adjustments:

●

The Company’s acquisition related transaction costs of $14,718 were reflected as of January 1, 2021;

●

Employee severance related expense of $8,008 was reflected as of January 1, 2021;

●

Additional amortization expense from the acquired intangibles;

●

Additional cost of product revenues related to the step-up basis in inventory to record inventory at fair value; and

●

Adjustments to the Company’s interest expense related to repayment of the 2020 Term Loan and entering into the 2022 Term Loan as defined in Note 14, Debt.

In addition, all of the above adjustments were adjusted for the applicable tax impact.

Acquisition Related Expenses

During the year ended December 31, 2022, the Company incurred $31,297 of acquisition related expenses as a result of the BDSI Acquisition and the substantial majority were included in “Selling, general, and administrative” expenses in the consolidated statements of operations. These costs include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, BDSI directors and officers insurance, and miscellaneous other acquisition expenses incurred. The Company does not expect to incur any additional expenses related to the BDSI Acquisition.


	Year Ended December 31, 2022
Transaction costs	$	14,718
Employee-related expenses		8,008
BDSI directors and officers insurance		4,492
Other acquisition expenses		4,079
Total acquisition related expenses	$	31,297

Unaudited Quarterly Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								9 Months Ended	12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Unaudited Quarterly Operating Results
Product revenues, net	$ 149,745	$ 136,709	$ 135,546	$ 144,767	$ 129,620	$ 127,013	$ 123,549	$ 83,751		$ 566,767	$ 463,933	$ 276,868
Cost of product revenues (excluding intangible asset amortization)	20,601	20,081	24,257	29,899	37,552	30,622	33,684	16,332		94,838	118,190	59,070
Intangible asset amortization and impairment	34,514	36,317	37,463	37,466	42,279	37,552	37,501	18,923		145,760	136,255	67,181
Total cost of products revenues	55,115	56,398	61,720	67,365	79,831	68,174	71,185	35,255		240,598	254,445	126,251
Gross profit	94,630	80,311	73,826	77,402	49,789	58,839	52,364	48,496		326,169	209,488	150,617
Research and development								3,983	$ 0	0	3,983	9,451
Selling, general and administrative	32,942	35,298	38,193	52,775	38,032	38,372	41,254	54,528		159,208	172,186	118,960
Total operating expenses	32,942	35,298	38,193	52,775	38,032	38,372	41,254	58,511		159,208	176,169	132,989
Income from operations	61,688	45,013	35,633	24,627	11,757	20,467	11,110	(10,015)		166,961	33,319	17,628
Interest expense	(19,281)	(20,768)	(21,863)	(21,427)	(20,575)	(19,046)	(17,761)	(5,831)		(83,339)	(63,213)	(21,014)
Interest income	4,303	4,538	4,027	2,747	1,027	11	5	4		15,615	1,047	12
Loss on extinguishment of debt				23,504						23,504
Income (loss) before income taxes	46,710	28,783	17,797	(17,557)	(7,791)	1,432	(6,646)	(15,842)		75,733	(28,847)	(3,374)
(Benefit from) provision for income taxes	14,770	8,149	4,790	(131)	(592)	975	(1,455)	(2,773)		27,578	(3,845)	(74,891)
Net income (loss)	$ 31,940	$ 20,634	$ 13,007	$ (17,426)	$ (7,199)	$ 457	$ (5,191)	$ (13,069)		$ 48,155	$ (25,002)	$ 71,517
Earnings (loss) per share - basic (in dollars per share)	$ 0.99	$ 0.61	$ 0.38	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)		$ 1.43	$ (0.74)	$ 2.05
Weighted-average shares - basic (in shares)	32,301,211	33,744,209	34,622,284	34,319,291	33,582,202	34,058,802	34,001,553	33,673,912		33,741,213	33,829,495	34,936,817
Earnings (loss) per share - diluted (in dollars per share)	$ 0.82	$ 0.53	$ 0.34	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)		$ 1.29	$ (0.74)	$ 1.86
Weighted-average shares - diluted (in shares)	41,279,981	42,058,821	42,849,952	34,319,291	33,582,202	34,570,319	34,001,553	33,673,912		41,788,125	33,829,495	41,045,805

Equity (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended			2 Months Ended	3 Months Ended		12 Months Ended			17 Months Ended
	Nov. 09, 2023	Aug. 07, 2023	Jan. 07, 2022	Nov. 15, 2021	Dec. 31, 2023	Oct. 31, 2023	Nov. 30, 2022	Dec. 31, 2023	Oct. 31, 2023	Jan. 07, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Jan. 31, 2024	Nov. 30, 2023	Jul. 31, 2023	Jan. 31, 2023	Oct. 31, 2021	Aug. 31, 2021	Nov. 30, 2018	May 31, 2015
Equity
Shares of common stock authorized for issuance (in shares)					2,244,157			2,244,157			2,244,157
Repurchases of common stock											$ 75,000	$ 14,063	$ 47,861
Assertio Therapeutics, Inc.
Equity
Number of warrants issued							40,666
Warrants outstanding					0			0			0
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
Prior Repurchase Program
Equity
Share repurchase program authorized amount																			$ 100,000	$ 100,000
Shares repurchased during the period														3,235,823
Repurchases of common stock														$ 61,924
Shares repurchased, cost per share														$ 19.14
2023 Repurchase Program
Equity
Share repurchase program authorized amount																$ 100,000	$ 100,000
Shares repurchased during the period											3,088,069
Repurchases of common stock											$ 75,000
Shares repurchased, cost per share											$ 24.29
ASR
Equity
Share repurchase program authorized amount																$ 25,000	$ 50,000		$ 25,000
Price per share	$ 23.11	$ 23.49		$ 19.48
Shares repurchased during the period	865,426	1,702,852	307,132	1,026,694	57,349	462,442		922,775	2,165,294	1,333,826
Percentage of upfront payment on a price per share	80.00%	80.00%		80.00%
Repurchases of common stock	$ 25,000	$ 50,000		$ 25,000
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)					1,876,424			1,876,424			1,876,424
Vesting period (in years)											4 years
Contractual life (in years)											10 years
Minimum \| 2014 Stock Incentive Plan
Equity
Period following termination date vested options are exercisable (in months)											1 month
Maximum \| 2023 Repurchase Program
Equity
Share repurchase program authorized amount																		$ 100,000
Maximum \| 2014 Stock Incentive Plan
Equity
Period following termination date vested options are exercisable (in months)											3 months
Subsequent Events \| Maximum \| 2024-2025 Repurchase Program
Equity
Share repurchase program authorized amount															$ 150,000

Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Liabilities

Accrued Liabilities

12. Accrued Liabilities

Accrued liabilities consisted of the following:


	As of December 31,
	2023		2022
Accrued royalties	$	14,198	$	13,770
Accrued product taxes and fees		5,013		4,352
Accrued bonuses		4,987		6,347
Accrued interest		2,853		1,410
Accrued income taxes		2,136		—
Accrued payroll and related benefits		1,511		1,208
Accrued incentive compensation		1,375		1,507
Accrued sales and marketing		1,198		2,130
Accrued audit and legal		700		1,957
Accrued other operating costs		3,600		3,448
Total accrued liabilities	$	37,571	$	36,129

Debt

12 Months Ended

Dec. 31, 2023

Debt

Debt

14. Debt

2020 Term Loan

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 “2020 Loan Agreement”) with BioPharma Credit PLC, as collateral agent and lender, and BioPharma Credit Investments V (Master) LP, as lender (collectively “Pharmakon”). The 2020 Loan Agreement provided for a $200,000 secured term loan (the “2020 Term Loan”), 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 “2020 Term Loan Closing Date”), the Company received the $200,000 proceeds from the 2020 Term Loan.

On March 22, 2022 the outstanding balance under the 2020 Loan Agreement was fully paid in connection with the closing of the BDSI Acquisition and establishment of the 2022 Term Loan, as described below.

2022 Term Loan

On March 22, 2022, in connection with the closing of the BDSI Acquisition, the Company entered into an Amended and Restated Loan Agreement by and among the Company, and BioPharma Credit PLC, as collateral agent and lender, and BioPharma Credit Investments V (Master) LP, as lender (collectively “Pharmakon”), as amended (the “2022 Loan Agreement”). The 2022 Loan Agreement provided for a $650,000 secured term loan (the “2022 Term Loan”), the proceeds of which were used to repay the Company’s existing term notes and fund a portion of the consideration to be paid to complete the BDSI Acquisition. The 2022 Loan Agreement was accounted for as a debt modification and transaction fees of $173 were expensed. In connection with the 2022 Loan Agreement, the Company paid loan commitment and other fees to the lender of $19,818, which together with preexisting debt issuance costs and note discounts of $2,049 will be amortized over the term of the loan using the effective interest rate.

The 2022 Term Loan will mature on the 48-month anniversary of the closing of the BDSI Acquisition and is guaranteed by the Company’s material domestic subsidiaries. The 2022 Term Loan is also secured by substantially all of the assets of the Company and its material domestic subsidiaries. Prior to the cessation of LIBOR on June 30, 2023, the 2022 Term Loan bore interest at a rate based on LIBOR (subject to a LIBOR floor of 1.20%), plus a margin of 7.5% per annum. On June 23, 2023, the Company entered into an amendment to the 2022 Loan Agreement to adjust the interest terms of the 2022 Term Loan to transition from LIBOR to SOFR in anticipation of the cessation of LIBOR. Effective July 1, 2023, the 2022 Term Loan bears interest at a rate based on SOFR plus a spread adjustment of 0.26% (subject to a floor of 1.20%), plus a margin of 7.5% per annum. As of December 31, 2023, the contractual interest rate was 13.2%. The Company paid $100,000 in principal payments under the 2022 Term Loan during the first year and the remaining $550,000 balance is required to be paid in equal quarterly installments over the remaining three years.

The 2022 Loan Agreement permits voluntary prepayment at any time, subject to a prepayment premium. The prepayment premium is equal to 2.00% of the principal amount being prepaid prior to the second-year anniversary of the closing date, or 1.00% of the principal amount being prepaid on or after the second-year anniversary of the closing date. The 2022 Loan Agreement also includes a make-whole premium in the event of a voluntary prepayment, a prepayment due to a change in control or acceleration following an Event of Default (as defined in the 2022 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 also triggers a mandatory prepayment of the 2022 Term Loan.

The 2022 Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, 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. Failure to comply with these covenants would constitute an Event of Default under the 2022 Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The 2022 Loan Agreement also includes various customary remedies for the lenders following an Event of Default, including the acceleration of repayment of outstanding amounts under the 2022 Loan Agreement and execution upon the collateral securing obligations under the 2022 Loan Agreement.

The following table presents the total interest expense recognized related to the 2020 Term Loan and 2022 Term Loan during the years ended December 31, 2023, 2022, and 2021:


	Years Ended December 31,
	2023		2022		2021
Contractual interest expense	$	67,499	$	51,155	$	13,834
Amortization of debt issuance costs		7,468		7,378		2,505
Total interest expense	$	74,967	$	58,533	$	16,339

As of December 31, 2023, the effective interest rate on the 2022 Term Loan was 14.7%.

As of December 31, 2023, principal repayments under the 2022 Term Loan are as follows:


Years ended December 31,	Principal Payments
2024	$	183,333
2025		183,333
2026		45,834
Total before unamortized discount and issuance costs	$	412,500
Less: unamortized discount and issuance costs		(7,454)
Total term notes	$	405,046

2026 Convertible Notes

On February 13, 2020, the Company issued 2.625% convertible senior notes due in 2026 (the “2026 Convertible Notes”) in the aggregate principal amount of $143,750, in a public offering registered under the Securities Act of 1933, as amended. The 2026 Convertible Notes were issued in connection with funding the acquisition of the Nucynta Products. Some of the Company’s existing investors participated in the 2026 Convertible Notes offering.

In connection with the issuance of the 2026 Convertible Notes, the Company incurred approximately $5,473 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees.

The 2026 Convertible Notes are 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 2026 Convertible 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 the 2026 Convertible 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 2026 Convertible Notes may convert all or any portion of their 2026 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 2026 Convertible 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 2026 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 December 31, 2023, none of the above circumstances had occurred and as such, the 2026 Convertible Notes could not have been converted.

The Company did not have the right to redeem the 2026 Convertible Notes prior to February 15, 2023. On or after February 15, 2023, the Company may redeem the 2026 Convertible Notes, in whole and not in part, at a cash redemption price equal to the principal amount of the 2026 Convertible 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 2026 Convertible Notes for redemption will constitute a make-whole fundamental change, in which case the conversion rate applicable to the conversion of any 2026 Convertibles Notes, if converted in connection with the redemption, will be increased in certain circumstances for a specified period of time.

The 2026 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, if such default is not cured within 3 calendar days after its occurrence; (iv) a default with respect to the Company’s obligations under the indenture related to consolidations, mergers and asset sales; (v) a default in any of the Company’s other obligations or agreements under the indenture that are not cured or waived within 60 days after notice to the Company; (vi) certain payment 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 or other defaults by the Company or certain subsidiaries with respect to such indebtedness that result in the acceleration of such indebtedness; (vii) default upon the occurrence of one or more final judgments being rendered against the Company or any of the Company's significant subsidiaries for the payment of at least $20,000; and (viii) certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant subsidiaries.

Repurchase of a Portion of the 2026 Convertible Notes

Contemporaneously with the offering of the 2029 Convertible Notes (as defined below), the Company entered into separate privately negotiated transactions with certain holders of the 2026 Convertible Notes to repurchase $117,400 aggregate principal amount of the 2026 Convertible Notes for an aggregate of $140,100 of cash, which includes accrued

and unpaid interest on the 2026 Convertible Notes to be repurchased. This transaction involved a contemporaneous exchange of cash between the Company and holders of the 2026 Convertible Notes participating in the issuance of the 2029 Convertible Notes. Accordingly, the Company evaluated the transaction for modification or extinguishment accounting in accordance with Accounting Standards Codification Topic 470-50, Debt – Modifications and Extinguishments on a creditor-by-creditor basis depending on whether the exchange was determined to have substantially different terms. The repurchase of the 2026 Convertible Notes and issuance of the 2029 Convertible Notes were deemed to have substantially different terms based on the present value of the cash flows immediately prior to and after the exchange. Therefore, the repurchase of the 2026 Convertible Notes was accounted for as a debt extinguishment. The Company recorded a $23,504 loss on early extinguishment of debt on the consolidated statements of operations during the three months ending March 31, 2023, which includes the recognition of previously deferred financing costs of $2,264. The total remaining principal amount outstanding under the 2026 Convertible Notes as of December 31, 2023 was $26,350.

2029 Convertible Notes

On February 10, 2023, the Company issued 2.875% convertible senior notes due in 2029 (the “2029 Convertible Notes”) in the aggregate principal amount of $241,500, in a private offering to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended. The 2029 Convertible Notes were issued to finance the concurrent repurchase of a portion of the 2026 Convertible Notes, and the remainder of the net proceeds may be used for general corporate purposes. In connection with the issuance of the 2029 Convertible Notes, the Company incurred approximately $6,280 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees.

The 2029 Convertible Notes are senior, unsecured obligations and bear interest at a rate of 2.875% per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The 2029 Convertible Notes will mature on February 15, 2029, unless earlier repurchased, redeemed or converted. Before November 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after November 15, 2028, 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 initial conversion rate is 27.3553 shares of common stock per $1 principal amount of 2029 Convertible Notes, which represents an initial conversion price of approximately $36.56 per share of common stock. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events.

Holders of the 2029 Convertible Notes may convert all or any portion of their 2029 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 June 30, 2023, 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 2029 Convertible 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 any or all of the 2029 Convertible Notes for redemption, but only with respect to the 2029 Convertible Notes called for redemption; or

(5)

at any time from, and including, November 15, 2028 until the close of business on the scheduled trading day immediately before the maturity date.

As of December 31, 2023, none of the above circumstances had occurred and as such, the 2029 Convertible Notes could not have been converted.

The Company may not redeem the 2029 Convertible Notes prior to February 17, 2026. On or after February 17, 2026 and on or before the 40^th scheduled trading day before the maturity date, the Company may redeem the 2029 Convertible Notes, in whole or in part, at a cash redemption price equal to the principal amount of the 2029 Convertible 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)

(2)

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

However, the Company may not redeem less than all of the outstanding 2029 Convertible Notes unless at least $75,000 aggregate principal amount of the 2029 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

Calling any 2029 Convertible Note for redemption will constitute a make-whole fundamental change with respect to that 2029 Convertible Note, in which case the conversion rate applicable to the conversion of that 2029 Convertible Note, if it is converted in connection with the redemption, will be increased in certain circumstances for a specified period of time.

The 2029 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, if such default is not cured within 3 business days after its occurrence; (iv) a default with respect to the Company’s obligations under the indenture related to consolidations, mergers and asset sales; (v) a default in any of the Company’s other obligations or agreements under the indenture that are not cured or waived within 60 days after notice to the Company; (vi) certain payment defaults by the Company or certain subsidiaries with respect to mortgages, agreements or other instruments for indebtedness for money borrowed of at least $30,000 or other defaults by the Company or certain subsidiaries with respect to such indebtedness that result in the acceleration of such indebtedness; (vii) default upon the occurrence of one or more final judgments being rendered against the Company or any of the Company’s significant subsidiaries for the payment of at least $30,000; and (xiii) upon the occurrence of certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant subsidiaries.

The 2026 Convertible Notes and 2029 Convertible Notes (together, the “Convertible Notes”) are classified on the consolidated balance sheets as of December 31, 2023 as convertible senior notes.

As of December 31, 2023, the Convertible Notes outstanding consisted of the following:


	2026 Convertible Notes		2029 Convertible Notes		Total Convertible Notes
Principal	$	26,350	$	241,500	$	267,850
Less: unamortized issuance costs		(358)		(5,367)		(5,725)
Net carrying amount	$	25,992	$	236,133	$	262,125

The Company determined the expected life of the 2026 Convertible Notes and 2029 Convertible Notes was equal to the six-year term of each. The effective interest rate on the 2026 Convertible Notes and 2029 Convertible Notes is 3.34% and 3.28%, respectively. As of December 31, 2023, 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 years ended December 31, 2023, 2022, and 2021:


	Years Ended December 31,
	2023		2022		2021
Contractual interest expense	$	7,206	$	3,773	$	3,773
Amortization of debt issuance costs		1,166		907		902
Total interest expense	$	8,372	$	4,680	$	4,675

As of December 31, 2023, the future minimum payments on the Convertible Notes were as follows:


Years ended December 31,	2026 Convertible Notes		2029 Convertible Notes		Total Convertible Notes
2024	$	692	$	6,943	$	7,635
2025		692		6,943		7,635
2026		26,696		6,943		33,639
2027		—		6,943		6,943
2028		—		6,943		6,943
Thereafter		—		244,972		244,972
Total minimum payments	$	28,080	$	279,687	$	307,767
Less: interest		(1,730)		(38,187)		(39,917)
Less: unamortized issuance costs		(358)		(5,367)		(5,725)
Convertible Notes carrying value	$	25,992	$	236,133	$	262,125

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stock-based Compensation - Summary of Stock Option Activity (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock option activity
Outstanding	1,683,805
Exercised	(498,008)
Cancelled	(9,047)
Outstanding	1,176,750	1,683,805
Exercisable at end of period	1,158,209
Weighted average exercise price per share
Outstanding	$ 18.84
Exercised	17.34
Cancelled	18.90
Outstanding	19.48	$ 18.84
Exercisable at end of period	$ 19.45
Stock option activity, additional information
Outstanding Weighted-Average Remaining Contractual Term	4 years 3 months 18 days	5 years 6 months
Outstanding Aggregate Intrinsic Value	$ 13,297	$ 7,953
Exercisable at end of period, Weighted-Average Remaining Contractual Term	4 years 3 months 18 days
Exercisable at end of period, Aggregate Intrinsic Value	$ 13,120

Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets
Amortization and impairment expense	$ 34,514	$ 36,317	$ 37,463	$ 37,466	$ 42,279	$ 37,552	$ 37,501	$ 18,923	$ 145,760	$ 136,255	$ 67,181
Increase in net income	$ 31,940	$ 20,634	$ 13,007	$ (17,426)	$ (7,199)	$ 457	$ (5,191)	$ (13,069)	$ 48,155	$ (25,002)	$ 71,517
Impact on earnings per share - basic	$ 0.99	$ 0.61	$ 0.38	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)	$ 1.43	$ (0.74)	$ 2.05
Impact on earnings per share - diluted	$ 0.82	$ 0.53	$ 0.34	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)	$ 1.29	$ (0.74)	$ 1.86
Belbuca
Goodwill and Intangible Assets
Amortization and impairment expense									$ 75,393	$ 58,428
Amortization period (years)	4 years 9 months 18 days								4 years 9 months 18 days
Nucynta Products
Goodwill and Intangible Assets
Amortization and impairment expense									$ 63,082	67,181	$ 67,181
Amortization period (years)	8 years 6 months								8 years 6 months
Nucynta Products \| Change in estimated useful life of the underlying intangible asset
Goodwill and Intangible Assets
Amortization period (years)		8 years 6 months	8 years
Decrease of amortization expense									$ 4,099
Increase in net income									$ 3,037
Impact on earnings per share - basic									$ 0.09
Impact on earnings per share - diluted									$ 0.07
Symproic
Goodwill and Intangible Assets
Amortization and impairment expense									$ 7,285	5,646
Amortization period (years)	9 years 7 months 6 days								9 years 7 months 6 days
Elyxyb
Goodwill and Intangible Assets
Amortization and impairment expense										$ 5,000
Amortization expense									$ 214
Impairment expense					$ 4,786				$ 4,786
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]									Amortization and impairment expense
Severance or employee benefit expense recognized					$ 0

Debt - 2020 and 2022 Term Loan - Interest Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
2020 Term Loan and 2022 Term Loan
Debt
Contractual interest expense	$ 67,499	$ 51,155	$ 13,834
Amortization of debt issuance costs	7,468	7,378	2,505
Total interest expense	$ 74,967	$ 58,533	$ 16,339
2022 Term Loan
Debt
Effective interest rate (as a percent)	14.70%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-based Compensation

Summary of performance share units activity


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding as of December 31, 2022	447,770	$	28.71
Granted	216,500		38.71
Vested	(223,170)		27.99
Forfeited	—		—
Performance adjustment	62,780		27.14
Outstanding as of December 31, 2023	503,880	$	33.13

Summary of restricted stock units activity


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding as of December 31, 2022	2,047,571	$	19.67
Granted	1,278,256		26.25
Vested	(675,647)		19.83
Forfeited	(206,273)		21.91
Outstanding as of December 31, 2023	2,443,907	$	22.88

Summary of stock option activity


				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise Price	Contractual		Intrinsic
	Shares		per Share	Term (in years)		Value
Outstanding as of December 31, 2022	1,683,805	$	18.84	5.5	$	7,953
Exercised	(498,008)		17.34
Cancelled	(9,047)		18.90
Outstanding as of December 31, 2023	1,176,750	$	19.48	4.3	$	13,297
Exercisable as of December 31, 2023	1,158,209	$	19.45	4.3	$	13,120

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


	Years Ended December 31,
	2023		2022		2021
Risk-free interest rate	—	%	—	%	0.7	%
Volatility	—	%	—	%	67.2	%
Expected term (years)	—		—		6.0
Expected dividend yield	—	%	—	%	—	%

Summary of stock-based compensation


	Years Ended December 31,
	2023		2022		2021
Research and development	$	—	$	1,591	$	3,422
Selling, general and administrative		27,136		21,283		20,833
Total stock-based compensation expense	$	27,136	$	22,874	$	24,255

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Accounting

Use of Estimates

Fair Value Measurements


Level 1 inputs:	Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is defined as a market where transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 inputs:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
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.

There were no transfers between Levels 1, 2 and 3 during the years ended December 31, 2023 and 2022.

The following table presents the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument as of December 31, 2023 and 2022.


						Significant
				Quoted Prices		other		Significant
				in active		observable		unobservable
				markets		inputs		inputs
		Total		(Level 1)		(Level 2)		(Level 3)
December 31, 2023
Cash equivalents:
Money market funds	$	77,299	$	77,299	$	—	$	—
U.S. Treasury securities		4,729		—		4,729		—
Marketable securities:
Corporate debt securities		41,612		—		41,612		—
U.S. Treasury securities		25,468		—		25,468		—
Government-sponsored securities		4,521		—		4,521		—
Total assets measured at fair value	$	153,629	$	77,299	$	76,330	$	—

December 31, 2022
Cash equivalents:
Money market funds	$	172,590	$	172,590	$	—	$	—
Total assets measured at fair value	$	172,590	$	172,590	$	—	$	—

Assets and Liabilities Not Carried at Fair Value

Concentration of Credit Risk

Cash and Cash Equivalents

Restricted Cash

Marketable Securities

Inventory

The Company expects to use the inventory over its operating cycle.

Business Combination Accounting and Valuation of Acquired Assets

Goodwill

Intangible Assets

Property and Equipment


Asset Category		Estimated Useful Life
Computers and office equipment		3-5 years
Laboratory equipment		5 years
Furniture and fixtures		7 years
Manufacturing equipment		5-13 years
Leasehold improvements		Lesser of remaining lease term and estimated useful life

Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service.

Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recorded in the statements of operations.

Leases

Impairment of Long-Lived Assets

Revenue Recognition

Research and Development Costs

Advertising and Product Promotion Costs

Stock-Based Compensation

Restructuring

Income Taxes

Earnings per Share

Embedded Derivatives

Recently Adopted Accounting Pronouncements

New accounting pronouncements are issued periodically by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as required by the specified effective dates.

Recently Issued Accounting Pronouncements Not Yet Adopted

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue
Product revenues, net	$ 149,745	$ 136,709	$ 135,546	$ 144,767	$ 129,620	$ 127,013	$ 123,549	$ 83,751	$ 566,767	$ 463,933	$ 276,868
Belbuca
Disaggregation of Revenue
Product revenues, net									182,095	126,461
Xtampza ER
Disaggregation of Revenue
Product revenues, net									177,374	138,804	103,708
Nucynta IR
Disaggregation of Revenue
Product revenues, net									108,150	112,058	102,222
Nucynta ER
Disaggregation of Revenue
Product revenues, net									82,653	72,418	$ 70,938
Symproic
Disaggregation of Revenue
Product revenues, net									$ 16,495	12,267
Other
Disaggregation of Revenue
Product revenues, net										$ 1,925

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share

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


	Years Ended December 31,
	2023		2022		2021
Numerator:
Net income (loss)	$	48,155	$	(25,002)	$	71,517
Adjustment for interest expense recognized on convertible senior notes:		5,889		—		4,675
Net (loss) income — diluted	$	54,044	$	(25,002)	$	76,192
Denominator:
Weighted-average shares outstanding — basic		33,741,213		33,829,495		34,936,817
Effect of dilutive securities:
Stock options		271,540		—		504,699
Restricted stock units		714,190		—		461,471
Performance share units		267,761		—		85,229
Employee stock purchase plan		—		—		1,198
Warrants		—		—		131,257
Convertible senior notes		6,793,421		—		4,925,134
Weighted average shares outstanding — diluted		41,788,125		33,829,495		41,045,805

Earnings (loss) per share — basic	$	1.43	$	(0.74)	$	2.05
Earnings (loss) per share — diluted	$	1.29	$	(0.74)	$	1.86

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


	Years Ended December 31,
	2023	2022	2021
Stock options	259,405	1,683,805	1,202,403
Restricted stock units	31,050	2,047,571	22,605
Performance share units	308,680	447,770	242,714
Employee stock purchase plan	18,591	—	—
Convertible senior notes	—	4,925,134	—

Earnings Per Share - Computation of Net Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
EARNINGS PER SHARE
Net income (loss)	$ 31,940	$ 20,634	$ 13,007	$ (17,426)	$ (7,199)	$ 457	$ (5,191)	$ (13,069)	$ 48,155	$ (25,002)	$ 71,517
Adjustment for interest expense recognized on convertible senior notes:									5,889		4,675
Net income (loss) - diluted									$ 54,044	$ (25,002)	$ 76,192
Weighted-average shares outstanding - basic	32,301,211	33,744,209	34,622,284	34,319,291	33,582,202	34,058,802	34,001,553	33,673,912	33,741,213	33,829,495	34,936,817
Effect of dilutive securities, warrants (in shares)											131,257
Effect of dilutive securities, Convertible senior notes (in shares)									6,793,421		4,925,134
Weighted-average shares outstanding - diluted (in shares)	41,279,981	42,058,821	42,849,952	34,319,291	33,582,202	34,570,319	34,001,553	33,673,912	41,788,125	33,829,495	41,045,805
Earnings (loss) per share - basic (in dollars per share)	$ 0.99	$ 0.61	$ 0.38	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)	$ 1.43	$ (0.74)	$ 2.05
Earnings (loss) per share - diluted (in dollars per share)	$ 0.82	$ 0.53	$ 0.34	$ (0.51)	$ (0.21)	$ 0.01	$ (0.15)	$ (0.39)	$ 1.29	$ (0.74)	$ 1.86
Employee Stock Option [Member]
EARNINGS PER SHARE
Effect of dilutive securities, share-based compensation (in shares)									271,540		504,699
Restricted stock units
EARNINGS PER SHARE
Effect of dilutive securities, share-based compensation (in shares)									714,190		461,471
Performance share units
EARNINGS PER SHARE
Effect of dilutive securities, share-based compensation (in shares)									267,761		85,229
Employee stock purchase plan.
EARNINGS PER SHARE
Effect of dilutive securities, share-based compensation (in shares)											1,198

Leases - Lease Term and Discount Rate and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Weighted-average remaining lease term - operating leases (years)	5 years 8 months 12 days	6 years 7 months 6 days
Weighted-average discount rate - operating leases	6.20%	6.20%
Cash paid for amounts included in the measurement of operating leases liabilities	$ 1,585	$ 1,568	$ 1,286

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets

Goodwill and Intangible Assets

11. Goodwill and Intangible Assets

The Company’s goodwill resulted from the BDSI Acquisition. Refer to Note 4, Acquisitions, for more information.

The following tables summarizes the changes in the carrying amount of goodwill:


	Amount
Balance as of December 31, 2021	$	—
Goodwill resulting from BDSI Acquisition		133,695
Balance as of December 31, 2022	$	133,695
Measurement period adjustments from BDSI Acquisition		162
Balance as of December 31, 2023	$	133,857

The following table sets forth the cost, accumulated amortization, and carrying amount of intangible assets as of December 31, 2023 and 2022:


		As of December 31, 2023						As of December 31, 2022
	Amortization Period (Years)		Cost		Accumulated Amortization		Carrying Amount		Cost		Accumulated Amortization		Carrying Amount
Belbuca	4.8	$	360,000	$	(133,821)	$	226,179	$	360,000	$	(58,428)	$	301,572
Nucynta Products⁽¹⁾	8.5		521,170		(382,710)		138,460		521,170		(319,628)		201,542
Symproic	9.6		70,000		(12,931)		57,069		70,000		(5,646)		64,354
Elyxyb	—		—		—		—		5,000		(5,000)		—
Total intangibles		$	951,170	$	(529,462)	$	421,708	$	956,170	$	(388,702)	$	567,468

The following table presents amortization and impairment expense recognized in cost of product revenues for the years ended December 31, 2023, 2022, and 2021:


	Years Ended December 31,
		2023		2022		2021
Belbuca	$	75,393	$	58,428	$	—
Nucynta Products⁽¹⁾		63,082		67,181		67,181
Symproic		7,285		5,646		—
Elyxyb ⁽²⁾		—		5,000		—
Total amortization and impairment expense	$	145,760	$	136,255	$	67,181

(1)

(2)

Includes $214 of amortization expense and $4,786 of impairment expense.

Intangible Asset Impairment

During the three months ended December 31, 2022, the Company made the decision to discontinue the commercialization of Elyxyb. Accordingly, an asset impairment evaluation performed during the three months ended December 31, 2022 resulted in the Company recognizing $4,786 of impairment expense related to the Elyxyb intangible asset, which was equivalent to the carrying amount of the Elyxyb asset at the time of the impairment determination. The impairment expense reflects that no significant proceeds are expected to be realized from its disposition. The impairment expense is included in “Intangible asset amortization and impairment” in the consolidated statements of operations. Other expenses associated with the discontinuation of Elyxyb were immaterial.

The revenues generated from sales of Elyxyb to date were immaterial. Elyxyb is not considered a significant component of the entity’s business and therefore, is not presented as a discontinued operation.

There were no employees impacted by the decision to discontinue the commercialization of Elyxyb and therefore, no severance or employee benefit expenses were recognized. In addition, contract termination costs related to the discontinuation were immaterial and expensed upon the termination of the contracts. In February 2023, the Company entered into the Elyxyb Sale Agreement with Scilex to transfer to Scilex all assets, rights, and obligations necessary to commercialize Elyxyb in the United States and Canada.

As of December 31, 2023, the remaining amortization expense expected to be recognized is as follows:


Years ended December 31,	Belbuca		Nucynta Products		Symproic		Total
2024	$	75,393	$	55,384	$	7,285	$	138,062
2025		75,393		55,384		7,285		138,062
2026		75,393		27,692		7,285		110,370
2027		—		—		7,285		7,285
2028		—		—		7,285		7,285
Thereafter		—		—		20,644		20,644
Remaining amortization expense	$	226,179	$	138,460	$	57,069	$	421,708

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Acquisitions

Schedule of consideration paid for acquisition

The total consideration paid for the BDSI acquisition was approximately $669,431 consisting of the following (in thousands, except per share amounts):


Fair Value of Purchase Price Consideration	Amount
Fair value of purchase price consideration paid at closing:
Cash consideration for all outstanding shares of BDSI's common and preferred stock (103,235,298 shares acquired at $5.60 per share)	$	578,118
Cash consideration paid to settle RSUs and in-the-money options		28,309
Cash paid to settle BDSI debt		63,004
Total purchase consideration	$	669,431

Schedule of preliminary allocation of acquisition purchase price

The following tables set forth the final allocation of the BDSI Acquisition purchase price to the estimated fair value of the net assets acquired at the Acquisition Date:


	Amounts Recognized at the Acquisition Date
Assets Acquired
Cash and cash equivalents	$	97,362
Accounts receivable		55,495
Inventory		77,382
Prepaid expenses and other current assets		6,125
Property and equipment		1,242
Operating lease assets		481
Intangible assets		435,000
Total assets	$	673,087
Liabilities Assumed
Accounts payable	$	12
Accrued liabilities		18,249
Accrued rebates, returns and discounts		56,261
Operating lease liabilities		481
Deferred tax liabilities		62,510
Total liabilities	$	137,513
Total identifiable net assets acquired		535,574
Goodwill		133,857
Total consideration transferred	$	669,431

Schedule of Unaudited Pro Forma Summary of Operations


	Years Ended December 31,
	2022		2021
Total revenues	$	493,284	$	443,571
Net income	$	8,674	$	15,015

Schedule of acquisition related expenses


	Year Ended December 31, 2022
Transaction costs	$	14,718
Employee-related expenses		8,008
BDSI directors and officers insurance		4,492
Other acquisition expenses		4,079
Total acquisition related expenses	$	31,297