0001558370-20-012836 | 10-Q | XBRL Viewer | Collegium Pharmaceutical INC

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Cost of product revenues	$ 30,983	$ 46,754	$ 98,201	$ 144,572
Cost of product revenues (excluding intangible asset amortization)	14,188	43,066	54,316	133,508
Intangible asset amortization	$ 16,795	3,688	$ 43,885	11,064
Adjustment
Cost of product revenues		46,754		144,572
Cost of product revenues (excluding intangible asset amortization)		43,066		133,508
Intangible asset amortization		$ 3,688		$ 11,064

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 165,423	$ 170,019
Accounts receivable	76,466	72,953
Inventory	17,146	9,643
Prepaid expenses and other current assets	3,097	3,105
Total current assets	262,132	255,720
Property and equipment, net	17,746	11,854
Operating lease assets	8,572	9,047
Intangible asset, net	352,699	29,503
Restricted cash	2,547
Other noncurrent assets	147	178
Total assets	643,843	306,302
Current liabilities
Accounts payable	6,491	6,247
Accrued expenses	17,710	33,480
Accrued rebates, returns and discounts	170,246	157,549
Current portion of term notes payable	47,281	3,833
Current portion of operating lease liabilities	709	656
Total current liabilities	242,437	201,765
Term notes payable, net of current portion	121,967	7,667
Convertible senior notes	97,795
Operating lease liabilities, net of current portion	8,958	9,438
Total liabilities	471,157	218,870
Commitments and contingencies (see Note 14)
Shareholders' equity:
Preferred stock, $0.001 par value; authorized shares - 5,000,000 at September 30, 2020 and December 31, 2019; issued and outstanding shares - none at September 30, 2020 and December 31, 2019
Common stock, $0.001 par value; authorized shares - 100,000,000 at September 30, 2020 and December 31, 2019; issued and outstanding shares - 34,577,129 at September 30, 2020 and 33,678,840 at December 31, 2019	35	34
Additional paid-in capital	512,756	447,297
Accumulated deficit	(340,105)	(359,899)
Total shareholders' equity	172,686	87,432
Total liabilities and shareholders' equity	$ 643,843	$ 306,302

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Operating activities
Net income (loss)	$ 11,286	$ 450	$ (6,109)	$ (9,700)	$ 19,794	$ (20,521)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization expense	16,795		3,688		43,885	11,064
Depreciation expense					589	535
Stock-based compensation expense					15,700	12,562
Non-cash lease expense					49	409
Non-cash interest expense for amortization of debt discount and issuance costs					6,427
Changes in operating assets and liabilities:
Accounts receivable					(3,513)	(6,434)
Inventory					(9,315)	(943)
Prepaid expenses and other assets					39	2,314
Accounts payable					244	(169)
Accrued expenses					(15,231)	(7,228)
Accrued rebates, returns and discounts					12,697	20,480
Operating lease assets and liabilities						734
Other long-term liabilities						(676)
Net cash provided by operating activities					71,365	12,127
Investing activities
Purchase of intangible asset					(368,226)
Purchases of property and equipment					(4,065)	(5,549)
Net cash used in investing activities					(372,291)	(5,549)
Financing activities
Proceeds from issuances of common stock from employee stock purchase plans					758	817
Proceeds from the exercise of stock options					6,394	531
Payments made for employee restricted stock tax withholdings					(2,169)	(721)
Proceeds from issuance of term note, net of issuance costs of $2,456					192,117
Proceeds from convertible senior notes, net of issuance costs of $5,473					138,277
Repayment of term notes					(25,000)
Repayment of term loan					(11,500)
Net cash provided by financing activities					298,877	627
Net (decrease) increase in cash, cash equivalents and restricted cash					(2,049)	7,205
Cash, cash equivalents and restricted cash at beginning of period		170,019		146,633	170,019	146,633	$ 146,633
Cash, cash equivalents and restricted cash at end of period	167,970		153,838		167,970	153,838	170,019
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets:
Cash and cash equivalents								$ 165,423	$ 170,019	$ 153,838
Restricted cash								2,547
Total cash, cash equivalents and restricted cash	167,970	$ 170,019	$ 153,838	$ 146,633	167,970	153,838	$ 146,633	$ 167,970	$ 170,019	$ 153,838
Supplemental disclosure of cash flow information
Cash paid for interest					14,718	543
Supplemental disclosure of non-cash activities
Acquisition of property and equipment in accounts payable and accrued expenses					738	552
Accrued royalties discharged upon closing of asset acquisition					1,145
Inventory used in the construction and installation of property and equipment	$ 1,199				$ 1,812
Receivable from stock option exercises in other current assets						5
Operating lease assets assumed						9,957
Operating lease liabilities assumed						$ 10,691

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Collegium Pharmaceutical, Inc. (a Virginia corporation) as well as the accounts of Collegium Securities Corp. (a Massachusetts corporation), incorporated in December 2015, and Collegium NF, LLC (a Delaware limited liability company), organized in December 2017, both wholly owned subsidiaries requiring consolidation. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to fairly present the financial position of the Company as of September 30, 2020, the results of operations for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Estimates in the Company’s consolidated financial statements include revenue recognition, including the estimates of product returns, units prescribed, discounts and allowances related to commercial sales of products, estimates of useful lives with respect to intangible assets, accounting for stock based compensation, contingencies, impairment of intangible assets, and tax valuation reserves. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”).

Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Annual Report. During the interim period covered by this Quarterly Report on Form 10-Q, the Company assumed certain material assets and liabilities in connection with consummating the Nucynta Acquisition, in addition to the issuance of convertible notes and term notes that required a review for embedded derivatives. As a result, the Company adopted the following accounting policy:

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, 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 (see Note 10) and convertible notes (see Note 11) 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 as of September 30, 2020 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.

Other than the aforementioned changes, there have been no material changes in the Company’s significant accounting policies, other than the adoption of accounting pronouncements below, as compared to the significant accounting policies described in the Annual Report.

Reclassifications

The Company has reclassified certain amounts in its Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 to conform to the 2020 presentation. Specifically, the Company disaggregated previously reported cost of product revenues of $46,754 for the three months ended September 30, 2019 into the captions Cost of product revenues (excluding intangible asset amortization) of $43,066 and Intangible asset amortization of $3,688. In addition, the Company disaggregated previously reported cost of product revenues of $144,572 for the nine months ended September 30, 2019 into the captions Cost of product revenues (excluding intangible asset amortization) of $133,508 and Intangible asset amortization of $11,064. The reclassifications relate to the presentation of the Company’s gross profit and amortization expense and were made to provide the readers of the Company’s consolidated financial statements with additional insight into how the Company and its management view and evaluate its performance and profitability. This reclassification within the consolidated statements of operations for the three and nine months ended September 30, 2019 had no impact on previously reported total consolidated revenues or consolidated results of operations.

Recently Adopted Accounting Pronouncements

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

The Company adopted Accounting Standard Updated (“ASU”) 2016-13, Financial Instruments – Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Subsequent to issuance, the FASB issued ASUs 2019-04, 2019-05, 2019-10, 2019-11 and 2020-03 to provide additional guidance on the adoption of ASU 2016-13. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to ease the potential burden in accounting for reference rate reform. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

The new standard became effective immediately and may be applied prospectively to contracts and transactions through December 31, 2022. Upon the transition of the Company’s contracts and transactions to new reference rates in connection with reference rate reform, the Company will prospectively apply the amendments of ASU 2020-04 and disclose the effect on its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 affect a wide variety of income tax accounting standards with the objective of reducing their complexity. The new standard is effective for annual and interim periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the standard’s effect on the Company’s consolidated financial statements.

In June 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU 2020-06 aim to reduce the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The new standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the standard’s effect on the Company’s consolidated financial statements.

Intangible Assets - Amortization (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended		26 Months Ended
	Jan. 09, 2018	Feb. 29, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Feb. 29, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Useful life					5 years 3 months 18 days
Amortization expense			$ 16,795	$ 3,688	$ 43,885	$ 11,064	$ 126,340
2020			16,795		16,795
2021			67,181		67,181
2022			67,181		67,181
2023			67,181		67,181
2024			67,181		67,181
2025			67,180		67,180
Intangible assets, net			352,699		352,699
Nucynta Products
Finite-Lived Intangible Assets [Line Items]
Useful life	4 years	5 years 10 months 24 days
Intangible assets, net			$ 352,699		$ 352,699			$ 29,503

Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 13, 2020 USD ($) D $ / shares	Mar. 31, 2020 USD ($)	Sep. 30, 2020 USD ($) D	Aug. 15, 2020
Debt
Equity component of transaction costs for 2020 Convertible Notes	$ 1,773	$ 1,773
Conversion of convertible debt after the calendar quarter ending on march 31, 2020
Debt
Amortization period of debt discount	6 years
Convertible senior notes
Debt
Interest rate (as a percent)	2.625%			2.625%
Aggregate principal amount	$ 143,750
Total debt issuance cost	5,473
Equity component of transaction costs for 2020 Convertible Notes			$ 1,773
Debt discount	$ 3,700
Amortization period of debt discount	6 years
Initial conversion rate	34.2618
Conversion, threshold percentage of stock price trigger \| $ / shares	$ 29.19
Consecutive business days \| D	5
Measurement period \| D	10
Threshold percentage to product of sale price of common stock and conversion rate	98.00%
Redemption, threshold percentage of stock price trigger	130.00%
Redemption, threshold trading days \| D	20
Redemption, threshold consecutive trading days \| D	30
Default period	30 days
Threshold amount of money borrowed	$ 20,000
Initial carrying amount of the Liability Component	97,200
Carrying amount of the Equity Component	$ 46,550
Convertible senior notes \| Conversion of convertible debt after the calendar quarter ending on march 31, 2020
Debt
Conversion, threshold percentage of stock price trigger			130.00%
Conversion, threshold trading days \| D			20
Conversion, threshold consecutive trading days \| D			30

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share

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


	Three months ended September 30,				Nine months ended September 30,
		2020		2019 (1)		2020		2019 (1)
Numerator:
Net income (loss)	$	11,286	$	(6,109)	$	19,794	$	(20,521)
Denominator:
Weighted-average shares outstanding - basic		34,540,126		33,481,923		34,346,071		33,360,272
Effect of dilutive securities:
Stock options		325,569		—		438,112		—
Restricted stock units		194,127		—		250,663		—
Performance share units		9,366		—		8,736		—
Employee stock purchase plan		—		—		—		—
Warrants		—		—		11,195		—
Weighted average shares outstanding - diluted		35,069,188		33,481,923		35,054,777		33,360,272

Earnings (loss) per share — basic	$	0.33	$	(0.18)	$	0.58	$	(0.62)
Earnings (loss) per share — diluted	$	0.32	$	(0.18)	$	0.56	$	(0.62)

(1)

The Company incurred a net loss for the three and nine months ended September 30, 2019, causing inclusion of any potentially dilutive securities to have an anti-dilutive effect, which resulted in basic loss per share and dilutive loss per share being equivalent.

Schedule of potentially dilutive securities excluded from computations of diluted weighted-average shares outstanding


	Three months ended September 30,		Nine months ended September 30,
	2020	2019	2020	2019
Stock options	2,418,599	4,140,629	2,305,756	4,140,629
Restricted stock units	601,679	868,075	601,679	868,075
Performance share units	267,498	99,400	267,498	99,400
Employee stock purchase plan	26,137	—	26,137	—
Warrants	1,041,667	1,041,667	—	1,041,667
Convertible senior notes	4,925,134	—	4,925,134	—

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contracts with Customers

Summary of product revenue provision and allowance


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


					Trade
	Rebates and		Product		Allowances and
Nine months ended September 30, 2019	Incentives (1)		Returns (2)		Chargebacks (3)
Balance at December 31, 2018	$	129,318	$	15,465	$	14,841
Provision related to current period sales		192,794		13,313		48,242
Changes in estimate related to prior period sales		(2,865)		—		—
Credits/payments made		(180,738)		(2,024)		(49,462)
Balance at September 30, 2019	$	138,509	$	26,754	$	13,621



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

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

Schedule of disaggregation of revenue


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Xtampza ER	$	32,126	$	26,480	$	97,191	$	77,632
Nucynta Products⁽¹⁾		47,050		46,462		136,554		144,866
Total product revenues, net	$	79,176	$	72,942	$	233,745	$	222,498

(1)

For the three months ended September 30, 2020, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $30,000 and $17,050, respectively. For the three months ended September 30, 2019, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $28,162 and $18,300, respectively. For the nine months ended September 30, 2020, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $87,044 and $49,510, respectively. For the nine months ended September 30, 2019, the Company recognized Nucynta IR and Nucynta ER product revenues, net of $87,484 and $57,382, respectively.

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accrued Expenses
Accrued royalties	$ 6,587	$ 21,893
Accrued bonuses	3,408	4,047
Accrued payroll and related benefits	1,883	1,154
Accrued other operating costs	1,580	3,180
Accrued incentive compensation	1,492	1,650
Accrued product taxes and fees	1,420
Accrued audit and legal	558	308
Accrued interest	472	473
Accrued sales and marketing	310	775
Total accrued expenses	$ 17,710	$ 33,480

Convertible Senior Notes - Future Minimum Payments (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Future minimum payments
Convertible senior notes	$ 97,795
Convertible senior notes
Future minimum payments
2021	3,773
2022	3,773
2023	3,773
2024	3,773
Thereafter	149,412
Total minimum payments	164,504
Less: interest	(20,754)
Less: unamortized debt discount and issuance costs	(45,955)
Convertible senior notes	$ 97,795

Stock-based Compensation - Summary of Stock Option Activity (Details) - Stock options $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares
Stock option activity
Outstanding \| shares	3,955,887
Granted \| shares	717,304
Exercised \| shares	(608,861)
Cancelled \| shares	(158,050)
Outstanding \| shares	3,906,280	3,955,887
Exercisable at end of period \| shares	2,255,091
Weighted average exercise price per share
Outstanding \| $ / shares	$ 16.00
Granted \| $ / shares	21.30
Exercised \| $ / shares	10.50
Cancelled \| $ / shares	19.05
Outstanding \| $ / shares	17.71	$ 16.00
Exercisable at end of period \| $ / shares	$ 16.90
Stock option activity, additional information
Outstanding Weighted-Average Remaining Contractual Term	7 years 4 months 24 days	7 years 6 months
Outstanding Aggregate Intrinsic Value \| $	$ 15,291	$ 21,257
Exercisable at end of period, Weighted-Average Remaining Contractual Term	6 years 7 months 6 days
Exercisable at end of period, Aggregate Intrinsic Value \| $	$ 10,784

Equity

9 Months Ended

Sep. 30, 2020

Equity

Equity

12. Equity

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


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

The changes in shareholders’ equity for nine months ended September 30, 2019 were as follows:


				Additional				Total
	Common Stock			Paid- In		Accumulated		Shareholders’
	Shares		Amount	Capital		Deficit		Equity (Deficit)
Balance, December 31, 2018	33,265,629	$	33	$	428,729	$	(337,177)	$	91,585
Exercise of common stock options	18,693		—		246		—		246
Issuance for employee stock purchase plan	32,826		—		444		—		444
Vesting of RSUs	101,483		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(33,503)		—		(488)		—		(488)
Stock-based compensation	—		—		4,263		—		4,263
Net loss	—		—		—		(9,700)		(9,700)
Balance, March 31, 2019	33,385,128	$	33	$	433,194	$	(346,877)	$	86,350
Exercise of common stock options	8,218		—		58		—		58
Vesting of RSUs	26,304		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(3,097)		—		(35)		—		(35)
Stock-based compensation	—		—		4,162		—		4,162
Net loss	—		—		—		(4,712)		(4,712)
Balance, June 30, 2019	33,416,553	$	33	$	437,379	$	(351,589)	$	85,823
Exercise of common stock options	25,271		—		232		—		232
Issuance for employee stock purchase plan	41,316		1		372		—		373
Vesting of RSUs	57,818		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(17,100)		—		(198)		—		(198)
Stock-based compensation	—		—		4,137		—		4,137
Net loss	—		—		—		(6,109)		(6,109)
Balance, September 30, 2019	33,523,858	$	34	$	441,922	$	(357,698)	$	84,258

Warrants

As of September 30, 2020, the warrant issued to Assertio in November 2018 was the Company’s only outstanding warrant. In connection with the Third Amendment to the Nucynta Commercialization Agreement, the Company issued a warrant to Assertio to purchase 1,041,667 shares of common stock of the Company at an exercise price of $19.20 per share. The terms of the warrant are fixed, with the exception of customary adjustments for changes in the Company’s capitalization. The warrant may only be settled with the issuance of shares of common stock upon exercise and will expire in November 2022. The Company has recorded the relative fair value of the warrant as a component of equity interest issued by the Company as consideration transferred in the cost accumulation model for the asset acquisition. The Company estimated the fair value of the warrant on the date of issuance to be approximately $8,043 using the Black-Scholes option-pricing model. The Company concluded that the warrant met the definition of an equity instrument and was recorded as a component of additional paid-in capital in the Company’s Condensed Consolidated Balance Sheet as of the issuance date.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Taxes

Income Taxes

15. Income Taxes

The income tax provision for the interim periods covered by this Quarterly Report on Form 10-Q reflects the Company’s estimate of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events which are recorded in the period in which they occur. The estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full fiscal year.

The following table presents information regarding Company’s income tax expense recognized for the three and nine months ended September 30, 2020 and 2019:


	Three months ended September 30,				Nine months ended September 30,
		2020		2019		2020		2019
Provision for income taxes	$	280	$	—	$	526	$	—
Effective tax rate		2.4%		0.0%		2.6%		0.0%

The Company is subject to U.S. federal and state income taxes. For the three and nine months ended September 30, 2020, the Company recorded income tax expense of $280 and $526, respectively which reflects current state income taxes. For the three and nine months ended September 30, 2020, no Federal current income tax expense was recorded as the Company has enough Federal net operating losses (or “NOLs”) carryover to offset taxable income. For the three and nine months ended September 30, 2019, the Company did not record income tax expense as it had enough Federal and state NOLs to offset taxable income. The Company has a full valuation allowance against its deferred tax assets as of September 30, 2020 and September 30, 2019 and no deferred tax expense was recorded in either period.

Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax bases of assets and liabilities using statutory rates. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of federal and state NOLs along with other tax credits. Under the applicable accounting standards, the Company considered its history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, as of September 30, 2020, a full valuation allowance has been established against the Company’s otherwise recognizable net deferred tax assets.

In March 2020, the Coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) was signed into law. The CARES Act includes provisions relating to several aspects of corporate income taxes. The Company does not currently expect the CARES Act to have a significant impact on its provision for income taxes; however, it will continue to monitor the provisions of the CARES Act in relation to its operations.

- Definition

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

+ References + Details

Intangible Asset

9 Months Ended

Sep. 30, 2020

Intangible Asset

Intangible Asset

8. Intangible Asset

As of September 30, 2020 and December 31, 2019, the Company’s only intangible asset (the “Nucynta Intangible Asset”) is related to the Nucynta Acquisition and Nucynta Commercialization Agreement. The gross carrying amount and accumulated amortization of the Nucynta Intangible Asset were as follows:


	As of September 30,		As of December 31,
	2020		2019
Gross carrying amount	$	521,170	$	154,089
Accumulated amortization		(168,471)		(124,586)
Intangible asset, net	$	352,699	$	29,503

Nucynta Acquisition

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

The Company determined that the Nucynta Acquisition, closed in February 2020, should be accounted for as an asset acquisition in accordance with ASC Topic 805-50 because substantially all of the fair value of the gross assets acquired are concentrated in the right to commercialize the Nucynta Products in the United States. The Company concluded that the fair value estimates of the assets surrendered was more clearly evident than the fair value of the assets received, and therefore followed a cost accumulation model to determine the consideration transferred in the asset acquisition.

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


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

(1)

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

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


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

The Company concluded that the consideration allocable to the Nucynta Intangible Asset for the additional intellectual property and manufacturing rights it acquired as part of the Nucynta Acquisition were incremental costs associated with the pre-existing intangible asset from the former Nucynta Commercialization Agreement, as such costs result in probable future economic benefits. Specifically, the additional intellectual property rights acquired in the Nucynta Acquisition enable the Company to eliminate royalty obligations otherwise payable to Assertio under the former Nucynta Commercialization Agreement.

Nucynta Commercialization Agreement

The Company determined that the Nucynta Commercialization Agreement, which closed in January 2018, should be accounted for as an asset acquisition in accordance with ASC Topic 805-50, as substantially all of the fair value of the gross assets acquired was concentrated in the sublicense of the Nucynta Products, which is a single identifiable asset. The Company concluded that the fair value estimates of the assets surrendered, liabilities incurred, and equity interests issued were more clearly evident than the fair value of the assets received, and therefore followed a cost accumulation model to determine the consideration transferred in the asset acquisition.

Under the original terms of the Nucynta Commercialization Agreement, the Company was obligated to make guaranteed annual minimum royalty payments of $537,000 to Assertio, which consisted of scheduled payments of $132,000 in 2018, $135,000 in 2019, $135,000 in 2020, and $135,000 in 2021. Due to the nature of the guaranteed minimum royalty payment obligation and the fact that it was required to be settled in cash, the Company determined that the future minimum royalty payments represented a liability that should be recorded at its fair value as of the Nucynta Commercialization Closing Date. The Company calculated the fair value of the future minimum royalty payments to be $482,300 using a discount rate of 5.7%. The discount rate was determined based on a review of observable market data relating to similar liabilities. The Company determined the $54,700 discount should be recognized as interest expense in the Statement of Operations using the effective interest method and over the repayment period from January 9, 2018 through December 2021. Prior to the Third Amendment to the Nucynta Commercialization Agreement in November 2018, the Company recognized interest expense of $19,281 relating to the minimum royalty payments and amortization expense of $107,662 related to the intangible asset.

Effective November 8, 2018 (the “Third Amendment Date”), the Company entered into the Third Amendment to the Nucynta Commercialization Agreement, which eliminated the guaranteed minimum royalty payment obligations for

years 2019, 2020 and 2021. As a result, the Company remeasured the remaining contractual obligation as of the Third Amendment Date and recorded a reduction of the acquired intangible asset and obligation. As of December 31, 2018, the Company had paid all of the $132,000 of minimum royalty payment obligation owed under the Nucynta Commercialization Agreement for 2018. In connection with the Third Amendment to the Nucynta Commercialization Agreement, the Company issued a warrant to Assertio to purchase 1,041,667 shares of common stock of the Company at an exercise price of $19.20 per share. The Company estimated the fair value of the warrant on the date of issuance to be approximately $8,043 using the Black-Scholes option-pricing model. See Note 12 for further detail regarding the warrant issued to Assertio.

A summary of the gross carrying amount, accumulated amortization, and net book value of the Nucynta Intangible Asset from the execution of the Nucynta Commercialization Agreement through period end are as follows:


		Gross Carrying Value		Accumulated Amortization		Net Book Value
Intangible Asset, net
Cost basis as of acquisition date	$	515,627	$	—	$	515,627
Amortization expense from acquisition date through Third Amendment Date		—		(107,662)		(107,662)
Adjustment due to the remeasurement of liability as of Third Amendment Date		(369,581)		—		(369,581)
Additional costs incurred as of Third Amendment Date₍₁₎		8,043		—		8,043
Amortization expense from Amendment Date through fiscal year end		—		(2,172)		(2,172)
Balance as of December 31, 2018	$	154,089	$	(109,834)	$	44,255
Amortization expense		—		(14,752)		(14,752)
Balance as of December 31, 2019	$	154,089	$	(124,586)	$	29,503
Amortization expense through Nucynta Acquisition		—		(1,754)		(1,754)
Additional cost incurred from Nucynta Acquisition		367,081		—		367,081
Amortization expense from Nucynta Acquisition through period end		—		(42,131)		(42,131)
Balance as of September 30, 2020	$	521,170	$	(168,471)	$	352,699

(1)

Represents fair value of warrant issued in connection with the Amendment to the Nucynta Commercialization Agreement.

Amortization

The Company has been amortizing the Nucynta Intangible Asset over its useful life, which is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The Company had initially determined that the useful life for the intangible asset was approximately 4.0 years from the closing date of the Nucynta Commercialization Agreement, January 9, 2018 on the basis of the majority of the cash flows expected to be realized for future product sales under the Nucynta Commercialization Agreement. The Nucynta Acquisition significantly impacted the timing and amount of future cash inflows from the sales of the Nucynta Products, and, therefore, the Company considered it to be a triggering event to remeasure the expected useful life of the Nucynta Intangible Asset. The Company determined that the useful life for the Nucynta Intangible Asset was approximately 5.9 years from the Closing Date of the Nucynta Acquisition and accordingly, the intangible asset will be amortized prospectively over its revised useful life. The Company will recognize amortization expense as a component of cost of product revenues in the Condensed Consolidated Statement of Operations on a straight-line basis over its useful life as it approximates the period of economic benefits expected to be realized from future cash inflows from sales of the Nucynta Products. Prior to the Nucynta Acquisition, the Company had recognized $126,340 of amortization expense related to the Nucynta Intangible Asset. As the accumulated cost basis of the Nucynta Intangible Asset was increased with the Nucynta Acquisition, the Company will continue to prospectively amortize the resulting net intangible asset on a straight-line basis over the remaining useful life.

The following table presents amortization expense recognized for the three and nine months ended September 30, 2020 and 2019:


	Three months ended September 30,				Nine months ended September 30,
		2020		2019		2020		2019
Nucynta amortization expense included in cost of product revenues	$	16,795	$	3,688	$	43,885	$	11,064

As of September 30, 2020, the remaining amortization period is approximately 5.3 years and is expected to be recognized in the following periods:


Years ended December 31,	Amortization Expense
2020	$	16,795
2021		67,181
2022		67,181
2023		67,181
2024		67,181
2025		67,180
Remaining amortization expense:	$	352,699

License Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 06, 2020	Jan. 09, 2018	Feb. 29, 2020	Nov. 30, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Nov. 08, 2018
License Agreements [Line Items]
License fee					$ 30,983	$ 46,754	$ 98,201	$ 144,572
Annual net sales					79,176	72,942	233,745	222,498
Nucynta Products
License Agreements [Line Items]
Annual net sales					$ 47,050	$ 46,462	$ 136,554	$ 144,866
Nucynta Commercialization Agreement \| Assertio
License Agreements [Line Items]
License fee		$ 10,000
Nucynta Commercialization Agreement \| Nucynta Products \| Assertio
License Agreements [Line Items]
Payment for inventory		6,223
Reimbursement for prepaid expenses		1,987
Liability relating to sales		22,660
Annual net sales		135,000
Quarterly royalty payable		33,750
Base annual net sales for variable royalty		$ 233,000
Third Amendment to the Commercialization Agreement
License Agreements [Line Items]
Number of shares that can be purchased				1,041,667
Exercise price of warrant				$ 19.20					$ 19.20
Third Amendment to the Commercialization Agreement \| Nucynta Products
License Agreements [Line Items]
Minimum royalty payment eliminated				$ 135,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Maximum \| Any 12-month period through January 1, 2022
License Agreements [Line Items]
Net sales limit upon which Counterparty can terminate without penalty				180,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Maximum \| Any 12-month period commencing on January 1, 2022
License Agreements [Line Items]
Net sales limit upon which Counterparty can terminate without penalty				$ 170,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Sales Royalty Structure 1
License Agreements [Line Items]
Royalty payment as percentage of annual net sales				65.00%
Royalty payment limit between January 1, 2019 and December 31, 2021				$ 180,000
Collaborative Arrangement, Royalty Payment Limit				$ 180,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Sales Royalty Structure 2
License Agreements [Line Items]
Royalty payment as percentage of annual net sales				14.00%
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Sales Royalty Structure 3
License Agreements [Line Items]
Royalty payment as percentage of annual net sales				58.00%
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Sales Royalty Structure 4
License Agreements [Line Items]
Royalty payment as percentage of annual net sales				20.00%
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Sales Royalty Structure 5
License Agreements [Line Items]
Royalty payment as percentage of annual net sales				15.00%
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| prior to January 1, 2022
License Agreements [Line Items]
Royalty payment as percentage of annual net sales				14.00%
Royalty payment limit between January 1, 2019 and December 31, 2021				$ 34,000
Collaborative Arrangement, Royalty Payment Limit				34,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Minimum \| Sales Royalty Structure 2
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				180,000
Collaborative Arrangement, Royalty Payment Limit				180,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Minimum \| Sales Royalty Structure 3
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				210,000
Collaborative Arrangement, Royalty Payment Limit				210,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Minimum \| Sales Royalty Structure 4
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				233,000
Collaborative Arrangement, Royalty Payment Limit				233,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Minimum \| Sales Royalty Structure 5
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				258,000
Collaborative Arrangement, Royalty Payment Limit				258,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Minimum \| prior to January 1, 2022
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				180,000
Collaborative Arrangement, Royalty Payment Limit				180,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Maximum \| Sales Royalty Structure 2
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				210,000
Collaborative Arrangement, Royalty Payment Limit				210,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Maximum \| Sales Royalty Structure 3
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				233,000
Collaborative Arrangement, Royalty Payment Limit				233,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Maximum \| Sales Royalty Structure 4
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				258,000
Collaborative Arrangement, Royalty Payment Limit				258,000
Third Amendment to the Commercialization Agreement \| Nucynta Products \| Assertio \| Maximum \| prior to January 1, 2022
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021				243,000
Collaborative Arrangement, Royalty Payment Limit				$ 243,000
Nucynta Purchase Agreement \| Nucynta Products \| Assertio
License Agreements [Line Items]
Royalty payment as percentage of annual net sales	14.00%
Aggregate purchase price	$ 375,000		$ 375,000
Guaranteed royalty	34,000
Nucynta Purchase Agreement \| Nucynta Products \| Assertio \| Minimum
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021	180,000
Collaborative Arrangement, Royalty Payment Limit	180,000
Nucynta Purchase Agreement \| Nucynta Products \| Assertio \| Maximum
License Agreements [Line Items]
Royalty payment limit between January 1, 2019 and December 31, 2021	243,000
Collaborative Arrangement, Royalty Payment Limit	$ 243,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Oct. 31, 2020
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-37372
Entity Registrant Name	Collegium Pharmaceutical, Inc.
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	03-0416362
Entity Address, Address Line One	100 Technology Center Drive
Entity Address, City or Town	Stoughton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02072
City Area Code	781
Local Phone Number	713-3699
Title of 12(b) Security	Common Stock
Trading Symbol	COLL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,582,324
Entity Central Index Key	0001267565
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false

Equity (Tables)

9 Months Ended

Sep. 30, 2020

Equity

Summary of changes in Shareholders' Equity


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

The changes in shareholders’ equity for nine months ended September 30, 2019 were as follows:


				Additional				Total
	Common Stock			Paid- In		Accumulated		Shareholders’
	Shares		Amount	Capital		Deficit		Equity (Deficit)
Balance, December 31, 2018	33,265,629	$	33	$	428,729	$	(337,177)	$	91,585
Exercise of common stock options	18,693		—		246		—		246
Issuance for employee stock purchase plan	32,826		—		444		—		444
Vesting of RSUs	101,483		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(33,503)		—		(488)		—		(488)
Stock-based compensation	—		—		4,263		—		4,263
Net loss	—		—		—		(9,700)		(9,700)
Balance, March 31, 2019	33,385,128	$	33	$	433,194	$	(346,877)	$	86,350
Exercise of common stock options	8,218		—		58		—		58
Vesting of RSUs	26,304		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(3,097)		—		(35)		—		(35)
Stock-based compensation	—		—		4,162		—		4,162
Net loss	—		—		—		(4,712)		(4,712)
Balance, June 30, 2019	33,416,553	$	33	$	437,379	$	(351,589)	$	85,823
Exercise of common stock options	25,271		—		232		—		232
Issuance for employee stock purchase plan	41,316		1		372		—		373
Vesting of RSUs	57,818		—		—		—		—
Shares withheld for employee taxes upon vesting of RSUs	(17,100)		—		(198)		—		(198)
Stock-based compensation	—		—		4,137		—		4,137
Net loss	—		—		—		(6,109)		(6,109)
Balance, September 30, 2019	33,523,858	$	34	$	441,922	$	(357,698)	$	84,258

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies

Commitments and Contingencies

14. Commitments and Contingencies

Legal Proceedings

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

Xtampza ER Litigation

The Company filed the NDA for Xtampza ER as a 505(b)(2) application, which allows the Company to reference data from an approved drug listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations

(commonly known as the Orange Book), in this case Oxycontin. The 505(b)(2) process requires that the Company certify to the FDA and notify Purdue Pharma, L.P (“Purdue”), as the holder of the NDA and any other Orange Book-listed patent owners, that the Company does not infringe any of the patents listed for Oxycontin in the Orange Book, or that the patents are invalid. The Company made such certification and provided such notice on February 11, 2015 and such certification documented why Xtampza ER does not infringe any of the 11 Orange Book-listed patents for Oxycontin, five of which have been invalidated in court proceedings. Under the Hatch-Waxman Act of 1984, Purdue had the option to sue the Company for infringement and receive a stay of up to 30 months before the FDA could issue a final approval for Xtampza ER, unless the stay was earlier terminated.

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

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

In November 2015, Purdue filed a follow-on suit asserting infringement of another patent, Patent No. 9,073,933, which was late-listed in the Orange Book and therefore could not trigger any stay of FDA approval. In June 2016, Purdue filed another follow-on suit asserting infringement of another non-Orange Book listed patent, Patent No. 9,155,717. In April 2017, Purdue filed another follow-on suit asserting infringement of another patent, Patent No. 9,522,919, which was late-listed in the Orange Book and therefore could not trigger any stay of FDA approval. Then, in September 2017, Purdue filed another follow-on suit asserting infringement of another non-Orange Book listed patent, Patent No. 9,693,961.

On March 13, 2018, the Company filed a Petition for Post-Grant Review (“PGR”) of the ʼ961 patent with the Patent Trial and Appeal Board (“PTAB”). The PGR argues that the ʼ961 patent is invalid for lack of a written description, for lack of enablement, for indefiniteness, and as being anticipated by prior art. Purdue filed its Patent Owner Preliminary Response on July 10, 2018. The PTAB entered an order to institute post-grant review of all claims of the ’961 patent on October 4, 2018, upon a finding that it is more likely than not that the claims of the ʼ961 patent are unpatentable. Purdue filed its Patent Owner Response on January 30, 2019. The Company filed its reply on April 12, 2019, and Purdue filed a sur-reply on May 10, 2019. The PTAB held oral argument on the proceedings on July 10, 2019 and was scheduled to issue a decision on the patentability of the ʼ961 patent by no later than October 4, 2019. On September 15, 2019, Purdue commenced a voluntary case under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. On September 24, 2019, Purdue gave the PTAB notice of its bankruptcy filing and sought the imposition of an automatic stay of the PGR proceedings. On October 2, 2019, the PTAB extended the one-year period for issuing its decision by up to six months. On September 1, 2020, the Bankruptcy Court lifted the automatic stay on the ‘961 PGR. Purdue filed a motion to terminate the PGR on September 22, 2020 based on the passage of time. The Company opposed the motion to terminate and requested that the PTAB issue a final written decision as soon as practicable as required by 28 USC Section 328(a). The motion to terminate and the PGR remain pending.

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

The current suits have been consolidated by the District of Massachusetts, where Purdue asserted infringement of five patents: the ʼ497 patent, the ʼ933 patent, the ʼ717 patent, the ʼ919 patent, and the ʼ961 patent. The Court issued an order on September 28, 2018 in which it granted in part a motion for summary judgment filed by the Company, and in which the Court ruled that the ʼ497 and ʼ717 patents are not infringed by the Company. As a result, only the ʼ933, the ʼ919, and the ʼ961 patents remain in dispute. On October 16, 2018, the Company filed a motion to stay proceedings in the district court on the ‘961 patent pending the PGR. None of these suits are associated with any 30-month stay of FDA approval for Xtampza ER. Purdue has made a demand for monetary relief but has not quantified its alleged damages. Purdue has also 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 seeks a judgment that the patents are invalid and/or not infringed by the Company; the Company is also seeking a judgment that the case is exceptional, with an award to the Company of its attorneys’ fees for defending the case.

A claim construction hearing was held on June 1, 2017. On November 21, 2017, the Court issued its claim construction ruling, construing certain claims of the ʼ933, ʼ497, and ʼ717 patents. No trial date has been scheduled. On September 18, 2019, Purdue gave the Court notice of its bankruptcy filing and sought the imposition of an automatic stay of the proceedings. On September 20, 2019, the matter was stayed pending further order of the Court.

On July 2, 2020, the Company received notice of a motion by Purdue in the Bankruptcy Court for an order to lift the automatic stay on the proceedings in the District of Massachusetts to allow the proceedings to resume. On July 20, 2020, the Company filed a response and a motion in the Bankruptcy Court seeking an order from the Bankruptcy Court that if the automatic stay is lifted as to the Boston District Court proceedings, then the automatic stay should also be lifted as to the PGR on the ‘961 patent in the PTAB. The Bankruptcy Court lifted the automatic stay on September 1, 2020.

The District of Massachusetts proceedings remain stayed pending the outcome of the ‘961 PGR, with a status conference currently scheduled for November 23, 2020.

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

Nucynta Litigation

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

On December 6, 2018, the Company filed an Amended Answer asserting an affirmative defense for patent exhaustion. On December 10, 2018, the Court granted the parties’ stipulation for resolution of the Company’s affirmative defense of patent exhaustion and stayed the action, with the exception of briefing on and resolution of the Company’s Motion for Judgment on the Pleadings related to patent exhaustion and any discovery related to that Motion. Also, on December 10, 2018, the Company filed a Rule 12(c) Motion for Judgment on the Pleadings, arguing that the Purdue’s claims were barred by the doctrine of patent exhaustion. Purdue filed its response on January 11, 2019 and the Company filed a reply on January 25, 2019. On June 18, 2019, the court heard oral argument on the Company’s Rule 12(c) Motion for Judgment on the Pleadings. On June 19, 2019, the court issued an order stating that “judgment in Collegium’s favor is warranted under the doctrine of patent exhaustion to the extent Collegium’s alleged infringing activities resulted from sales that fall within the scope of that covenant.” The court explained, however, that based on the current record, it was not possible “to determine whether title of the Nucynta Products was transferred to Collegium” from sales authorized by Purdue’s covenant not to sue. The court ordered discovery on this issue and the case remained “stayed with the exception of discovery and briefing on and resolution of the Company’s anticipated motion for summary judgment based on patent exhaustion.”

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

Purdue has not sought to lift the automatic stay as to the Nucynta litigation.

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

Opioid Litigation

On March 19, 2018, a lawsuit was filed by multiple local governments in the Circuit Court of Crittenden County, Arkansas, against the Company and other pharmaceutical manufacturers and distributors alleging a variety of claims

related to opioid marketing and distribution practices. On January 29, 2019, the Company was dismissed from this litigation without prejudice.

On March 21, 2018, the Company, along with other pharmaceutical manufacturers and distributors, was named in a class-action lawsuit filed in the Eastern District of Kentucky by a family practice clinic, on behalf of other similarly-situated healthcare providers. The action alleges violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”) relating to opioid marketing and distribution practices. On April 14, 2018, the lawsuit was conditionally transferred by the Judicial Panel on Multi-District Litigation to the federal Prescription Opiate Multi District Litigation (the “MDL”) in the Southern District of Ohio. On April 10, 2018, the conditional transfer was finalized and the lawsuit was docketed in the MDL on April 11, 2018. On May 4, 2018, the Company, along with other pharmaceutical manufacturers and distributors, were named in two lawsuits filed in the MDL by the Fiscal Court of Bourbon County, Kentucky and the Fiscal Court of Owen County, Kentucky, relating to opioid marketing and distribution practices. On July 11 and 12, 2018, the Company was named in four lawsuits filed in the MDL by a health system and various member hospitals. On September 26, 2018, the Company was named in two lawsuits filed in the MDL by the Fiscal Court of Lee County, Kentucky and the Fiscal Court of Wolfe County, Kentucky. On March 15, 2019, the plaintiffs in these MDL cases filed amended complaints which no longer name the Company as a defendant, effectively terminating these lawsuits as to the Company.

On September 6, 2019, Triad Health Systems filed a class action lawsuit in the MDL on behalf of itself and similarly situated health care systems, generally alleging negligence, fraud, and violations of the RICO Act relating to opioid marketing and distribution practices, naming the Company and other pharmaceutical distributors and manufacturers. On October 18, 2019, three counties in Kentucky filed lawsuits in the MDL, naming the Company: the Fiscal Court of Casey County Kentucky; the Fiscal Court of Gallatin County Kentucky; and the Fiscal Court of Lewis County Kentucky. These three lawsuits generally allege negligence, fraud, and violations of the RICO Act relating to opioid marketing and distribution practices. The Company was dismissed from these four lawsuits on November 6, 2019.

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

On March 15, 2019, the Company was named in a lawsuit in the MDL by the City of Paterson, New Jersey. The lawsuit alleges violations of fraud, public nuisance, negligent misrepresentation, and violations of state consumer protection laws, and seeks, generally, penalties and/or injunctive relief. In April 2019, the City of Norwich, Connecticut and the Town of Enfield, Connecticut filed lawsuits in Connecticut Superior Court. The lawsuits allege violations of fraud, public nuisance, negligent misrepresentation, and violations of state consumer protection laws. On June 28, 2019, both cases were transferred to the MDL. In October 2019, the Company was named in two additional Connecticut lawsuits: the City of Middletown and the Town of Wethersfield. These cases were both also transferred to the MDL in July 2019. On January 15, 2020, the Company was named in a new lawsuit in Connecticut Superior Court, filed by the Town of Windham. This case was removed and transferred to the MDL in March 2020.

On June 14, 2019, the City of Trenton filed a lawsuit in New Jersey Superior Court against the Company and other pharmaceutical manufacturers and distributors. The lawsuit alleges a variety of claims related to opioid marketing and distribution practices including public nuisance, common law fraud, negligent misrepresentation, negligence, and violations of state consumer protection laws and the New Jersey Drug Dealer Liability Act. On August 23, 2019, the case was removed to the District Court of New Jersey. The plaintiff filed an opposition to coordination and requested remand, but on December 18, 2019, the case was transferred to the MDL. Each of the lawsuits in the MDL naming the Company seeks, generally, penalties and injunctive relief. None of the lawsuits naming the Company are designated as representative cases in the MDL, and therefore, are effectively currently stayed.

On May 29, 2018, a lawsuit was filed by Bucks County, Pennsylvania against the Company and other pharmaceutical manufacturers and on June 12, 2018, a lawsuit was filed by Clinton County, Pennsylvania, against the Company and other pharmaceutical manufacturers and distributors. On June 6, 2018, a lawsuit was filed by Mercer County, Pennsylvania, against the Company and other pharmaceutical manufacturers and distributors. These lawsuits allege claims related to opioid marketing and distribution, including negligence, fraud, unjust enrichment, public nuisance, and violations of state consumer protections laws. These cases have been consolidated for discovery purposes in the

Delaware County Court of Common Pleas as part of a consolidated proceeding of similar lawsuits brought by numerous Pennsylvania counties against other pharmaceutical manufacturers and distributors. In March 2019, three additional cases were filed in Pennsylvania by two payor groups and Warminster Township. The Company has been dismissed from both of the payor group cases. In July 2019, the Company learned of additional lawsuits alleging similar claims which were filed by Warrington Township in the Bucks County Court of Common Pleas, and filed by the City of Lock Haven in the Clinton County Court of Common Pleas. The City of Lock Haven and the Warrington Township cases have been coordinated into the consolidated proceeding before the Delaware County Court of Common Pleas. None of these cases have been designated a Track One case in which discovery would commence, and therefore are effectively stayed at present.

On July 30, 2018, a lawsuit was filed by the City of Worcester, Massachusetts against the Company and other pharmaceutical manufacturers and distributors. The action alleges a variety of claims related to opioid marketing and distribution practices including public nuisance, common law fraud, negligent misrepresentation, negligence, violations of Mass Gen. Laws ch. 93A, Section 11, unjust enrichment and civil conspiracy. In February 2019, the City of Worcester case was transferred to the Business Litigation Session of the Superior Court. Additional lawsuits brought by the following cities and counties Massachusetts were filed between October 2018 and April 2019: City of Salem, City of Framingham, Town of Lynnfield, City of Springfield, City of Haverhill, City of Gloucester, Town of Canton, Town of Wakefield, City of Chicopee; Town of Natick; City of Cambridge, and Town of Randolph. Each of these additional lawsuits has been coordinated before the Business Litigation Session. The case brought by the City of Springfield was selected to advance for the purpose of motion practice, and defendants’ motions to dismiss were denied on January 3, 2020. The Company has answered the City of Cambridge complaint. For cases relevant to the Company, the Court selected the City of Springfield to advance as a bellwether case, with discovery in the remaining coordinated cases stayed.

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

Opioid-Related Request and Subpoenas

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

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value of Financial Instruments

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


						Significant
				Quoted Prices		other		Significant
				in active		observable		unobservable
				markets		inputs		inputs
		Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2020
Money market funds, included in cash equivalents	$	45,068	$	45,068	$	—	$	—

December 31, 2019
Money market funds, included in cash equivalents	$	94,841	$	94,841	$	—	$	—

Convertible Senior Notes

9 Months Ended

Sep. 30, 2020

Convertible Senior Notes

Convertible Senior Notes

11. Convertible Senior Notes

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

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

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

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

(1)

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

(2)

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

(3)

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

(4)

if the Company calls the convertible notes for redemption; or

(5)

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

As of September 30, 2020, none of the above circumstances had occurred and as such, the convertible notes could not have been converted.

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

(1)

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

(2)

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

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

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

The initial carrying amount of the Liability Component of $97,200 was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible borrowing rate for similar debt. The Equity Component of the Notes of $46,550 was recognized as a debt discount. The excess of the principal amount of the Liability Component over its carrying amount is amortized to interest expense using the effective interest method over six years. The Equity Component, which is included in the additional paid in capital portion of stockholders’ equity on the Company’s consolidated balance sheet, is not remeasured as long as it continues to meet the conditions for equity classification.

As of September 30, 2020, the convertible notes outstanding consisted of the following:


Liability component:
Principal	$	143,750
Less: unamortized debt discount and issuance costs		(45,955)
Net carrying amount	$	97,795

Equity component, net of issuance costs of $1,773	$	44,777

The Company determined the expected life of the convertible notes was equal to its six-year term. The effective interest rate on the Liability Component of the convertible notes was 10.27%. As of September 30, 2020, the “if-converted value” did not exceed the remaining principal amount of the convertible notes. The fair value of the convertible notes was determined based on data points other than quoted prices that are observable, either directly or indirectly, and has been classified as Level 2 within the fair value hierarchy. The fair value of the convertible notes, which differs from their carrying value, is influenced by market interest rates, the Company’s stock price and stock price volatility.

The following table presents the total interest expense recognized related to the convertible notes during the three and nine months ended September 30, 2020:


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

As of September 30, 2020, the future minimum payments on the convertible notes were as follows:


Years ended December 31,	Future Minimum Payments
2020	$	—
2021		3,773
2022		3,773
2023		3,773
2024		3,773
Thereafter		149,412
Total minimum payments	$	164,504
Less: interest		(20,754)
Less: unamortized debt discount and issuance costs		(45,955)
Convertible senior notes	$	97,795

Term Notes Payable

9 Months Ended

Sep. 30, 2020

Term Notes Payable

Term Notes Payable

10. Term Notes Payable

Pharmakon Term Notes

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

The term notes bear interest at a rate based upon the three-month LIBOR rate, subject to a LIBOR floor of 2.0%, plus a margin of 7.5% per annum, payable quarterly in arrears. The Company is required to repay the term notes by making equal quarterly payments of principal beginning in the first quarter immediately following the third month anniversary of the Closing Date. The term notes will mature on the calendar quarter end immediately following the 48-month anniversary of the Closing Date and is guaranteed by the Company’s material domestic subsidiaries and also secured by substantially all of the Company’s material assets. On the Closing Date, the Company paid to Pharmakon a facility fee

equal to 2.50% of the aggregate principal amount of the term notes, or $5,000, in addition to $427 of other expenses incurred by Pharmakon and reimbursed by the Company (together, the “discount”). Net proceeds of $194,573 were transferred to Assertio by the Company as agent in partial satisfaction of the Nucynta Purchase Agreement. In addition, the Company capitalized $2,456 of term notes issuance costs, related to legal and advisory fees.

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

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

The Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, covenants that require the Company to maintain $200,000 in annual net sales and covenants that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business, restrictions which limit the Company’s ability pay dividends and restrictions of net assets of subsidiaries. The Loan Agreement also contains customary events of default, including payment defaults, breaches of covenants, change of control and a material adverse change default. Failure to comply with these covenants would constitute an event of default under the Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The Loan Agreement also includes various customary remedies for Pharmakon following an event of default, including the acceleration of repayment of outstanding amounts under the Loan Agreement and execution upon the collateral securing obligations under the Loan Agreement. Under certain circumstances, a default interest rate will apply on outstanding obligations during the occurrence and continuance of an event of default. As of September 30, 2020, the Company was in compliance with all of its covenants.

During the three and nine months ended September 30, 2020, the Company recognized interest expense of $5,370 and $14,020, respectively, related to the term notes.

As of September 30, 2020, principal repayments under the term notes are estimated to be paid as follows:


Years ended December 31,	Principal Payments
2020	$	12,500
2021		50,000
2022		50,000
2023		50,000
2024		12,500
Total before unamortized discount and issuance costs	$	175,000
Less: unamortized discount and issuance costs		(5,752)
Total term notes	$	169,248

Silicon Valley Bank Term Loan Facility

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

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

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

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2020
Summary of Significant Accounting Policies
Basis of Accounting	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Collegium Pharmaceutical, Inc. (a Virginia corporation) as well as the accounts of Collegium Securities Corp. (a Massachusetts corporation), incorporated in December 2015, and Collegium NF, LLC (a Delaware limited liability company), organized in December 2017, both wholly owned subsidiaries requiring consolidation. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to fairly present the financial position of the Company as of September 30, 2020, the results of operations for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year. The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Estimates in the Company’s consolidated financial statements include revenue recognition, including the estimates of product returns, units prescribed, discounts and allowances related to commercial sales of products, estimates of useful lives with respect to intangible assets, accounting for stock based compensation, contingencies, impairment of intangible assets, and tax valuation reserves. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”).
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, 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 (see Note 10) and convertible notes (see Note 11) 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 as of September 30, 2020 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. Other than the aforementioned changes, there have been no material changes in the Company’s significant accounting policies, other than the adoption of accounting pronouncements below, as compared to the significant accounting policies described in the Annual Report.
Reclassifications	Reclassifications The Company has reclassified certain amounts in its Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 to conform to the 2020 presentation. Specifically, the Company disaggregated previously reported cost of product revenues of $46,754 for the three months ended September 30, 2019 into the captions Cost of product revenues (excluding intangible asset amortization) of $43,066 and Intangible asset amortization of $3,688. In addition, the Company disaggregated previously reported cost of product revenues of $144,572 for the nine months ended September 30, 2019 into the captions Cost of product revenues (excluding intangible asset amortization) of $133,508 and Intangible asset amortization of $11,064. The reclassifications relate to the presentation of the Company’s gross profit and amortization expense and were made to provide the readers of the Company’s consolidated financial statements with additional insight into how the Company and its management view and evaluate its performance and profitability. This reclassification within the consolidated statements of operations for the three and nine months ended September 30, 2019 had no impact on previously reported total consolidated revenues or consolidated results of operations.
Recent 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 of the specified effective dates. The Company adopted Accounting Standard Updated (“ASU”) 2016-13, Financial Instruments – Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Subsequent to issuance, the FASB issued ASUs 2019-04, 2019-05, 2019-10, 2019-11 and 2020-03 to provide additional guidance on the adoption of ASU 2016-13. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to ease the potential burden in accounting for reference rate reform. The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The new standard became effective immediately and may be applied prospectively to contracts and transactions through December 31, 2022. Upon the transition of the Company’s contracts and transactions to new reference rates in connection with reference rate reform, the Company will prospectively apply the amendments of ASU 2020-04 and disclose the effect on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 affect a wide variety of income tax accounting standards with the objective of reducing their complexity. The new standard is effective for annual and interim periods beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the standard’s effect on the Company’s consolidated financial statements. In June 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU 2020-06 aim to reduce the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The new standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the standard’s effect on the Company’s consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues
Product revenues, net	$ 79,176	$ 72,942	$ 233,745	$ 222,498
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization)	14,188	43,066	54,316	133,508
Intangible asset amortization	16,795	3,688	43,885	11,064
Total cost of products revenues	30,983	46,754	98,201	144,572
Gross profit	48,193	26,188	135,544	77,926
Operating expenses
Research and development	2,141	2,491	7,300	7,942
Selling, general and administrative	26,426	30,072	87,008	91,359
Total operating expenses	28,567	32,563	94,308	99,301
Income (loss) from operations	19,626	(6,375)	41,236	(21,375)
Interest expense	(8,063)	(228)	(21,145)	(698)
Interest income	3	494	229	1,552
Income (loss) before income taxes	11,566	(6,109)	20,320	(20,521)
Provision for income taxes	280	0	526	0
Net income (loss)	$ 11,286	$ (6,109)	$ 19,794	$ (20,521)
Earnings (loss) per share - basic (in dollars per share)	$ 0.33	$ (0.18)	$ 0.58	$ (0.62)
Weighted-average shares - basic (in shares)	34,540,126	33,481,923	34,346,071	33,360,272
Earnings (loss) per share - diluted (in dollars per share)	$ 0.32	$ (0.18)	$ 0.56	$ (0.62)
Weighted-average shares - diluted (in shares)	35,069,188	33,481,923	35,054,777	33,360,272

Stock-based Compensation

9 Months Ended

Sep. 30, 2020

Stock-based Compensation

Stock-based Compensation

13. Stock-based Compensation

A summary of the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Research and development expenses	$	1,019	$	525	$	2,773	$	1,606
Selling, general and administrative expenses		4,146		3,612		12,927		10,956
Total stock-based compensation expense	$	5,165	$	4,137	$	15,700	$	12,562

At September 30, 2020, there was approximately $39,175 of unrecognized compensation expense related to unvested options, restricted stock units and performance stock units, which is expected to be recognized as expense over a weighted average period of approximately 2.6 years.

Performance Share Units, Restricted Stock Units and Stock Options

In May 2015, the Company adopted the Amended and Restated 2014 Stock Incentive Plan (the “Plan”), under which an aggregate of 2,700,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus an annual increase on the first day of each fiscal year until the expiration of the Plan equal to 4% of the total number of outstanding shares of common stock on December 31^st of the immediately preceding calendar year (or a lower amount as otherwise determined by the Company’s board of directors (“Board of Directors”) prior to January 1^st). As of September 30, 2020, there were 908,103 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.

Performance Share Units

The Company periodically grants performance share units (“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 will 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. If there is a change in the estimate of the number of shares that are likely to vest, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made.

In February 2020, the Company granted PSUs with performance criteria related to the relative ranking of the total stockholder return (“TSR”) of the Company’s common stock in 2020, 2021, 2022 and 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 2020, 2021, and 2022 PSUs 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. The weighted-average grant date fair value of 2020 PSUs granted with market-based vesting conditions was $28.81 based on the valuation model.

A summary of the Company’s PSU activity for the nine months ended September 30, 2020 and related information is as follows:


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2019	99,400	$	15.90
Granted	187,978		28.49
Vested	—		—
Forfeited	—		—
Performance adjustment	(4,155)		15.90
Outstanding at September 30, 2020	283,223	$	24.26

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 nine months ended September 30, 2020 and 2019 was $28.49 and $15.90, respectively.

For the three months ended September 30, 2020 and 2019, the stock-based compensation expense for PSUs was $738 and $21, respectively. For the nine months ended September 30, 2020 and 2019, the stock-based compensation expense for PSUs was $1,864 and $63, respectively.

As of September 30, 2020, the unrecognized compensation cost related to performance share units was $3,606 and is expected to be recognized as expense over approximately 2.1 years.

Restricted Stock Units

A summary of the Company’s RSU activity for the nine months ended September 30, 2020 and related information is as follows:


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2019	849,679	$	17.10
Granted	767,634		21.35
Vested	(324,990)		18.16
Forfeited	(35,980)		20.18
Outstanding at September 30, 2020	1,256,343	$	19.33

The weighted-average grant date fair value per share of RSUs granted for the nine months ended September 30, 2020 and 2019 was $21.35 and $15.48, respectively. The total fair value of RSUs vested (measured on the date of vesting) for the nine months ended September 30, 2020 and 2019 was $6,797 and $2,454, respectively.

As of September 30, 2020, the unrecognized compensation cost related to RSUs was $19,143 and is expected to be recognized as expense over approximately 2.7 years. The weighted-average grant date fair value of RSUs vested during the year ended September 30, 2020 was $5,902.

Stock Options

A summary of the Company’s stock option activity for the nine months ended September 30, 2020 and related information is as follows:


				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise Price	Contractual		Intrinsic
	Shares		per Share	Term (in years)		Value
Outstanding at December 31, 2019	3,955,887	$	16.00	7.5	$	21,257
Granted	717,304		21.30
Exercised	(608,861)		10.50
Cancelled	(158,050)		19.05
Outstanding at September 30, 2020	3,906,280	$	17.71	7.4	$	15,291
Exercisable at September 30, 2020	2,255,091	$	16.90	6.6	$	10,784

The weighted-average grant date fair value per share of stock options granted for the nine months ended September 30, 2020 and 2019 was $12.78 and $8.98, respectively. The total intrinsic value of stock options exercised for the nine months ended September 30, 2020 and 2019, was $7,201 and $183, respectively.

As of September 30, 2020, the unrecognized compensation cost related to outstanding options was $16,426 and is expected to be recognized as expense over approximately 2.5 years.

The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model using the following assumptions:


	Nine months ended September 30,
	2020		2019
Risk-free interest rate	1.3	%	2.4	%
Volatility	66.2	%	63.2	%
Expected term (years)	6.0		6.1
Expected dividend yield	—	%	—	%

Employee Stock Purchase Plan

The Company’s 2015 Employee Stock Purchase Plan allows employees to purchase shares of the Company’s common stock. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on (1) the first day of the purchase period or (2) the last day of the purchase period. During the nine months ended September 30, 2020, 67,512 shares of common stock were purchased for total proceeds of $758. During the nine months ended September 30, 2019, 74,142 shares of common stock were purchased for total proceeds of $817. The expense for the three months ended September 30, 2020 and 2019 was $89 and $120, respectively. The expense for the nine months ended September 30, 2020 and 2019 was $260 and $293, respectively.

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 29, 2020	Jan. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	May 31, 2015
Stock-based compensation
Unrecognized compensation cost related to outstanding options			$ 39,175		$ 39,175
Period over which unrecognized compensation cost is expected to be recognized as expense					2 years 7 months 6 days
Employee Stock Purchase Plan, Purchase Price Percentage					85.00%
Issuance for employee stock purchase plan, shares					67,512	74,142
Proceeds from issuances of common stock from employee stock purchase plans					$ 758	$ 817
Total purchased proceeds			89	$ 120	260	293
Share-based Compensation					$ 15,700	$ 12,562
Weighted-average grant date fair value per share of grants (in dollars per share)					$ 12.78	$ 8.98
Total intrinsic value of stock options exercised					$ 7,201	$ 183
Stock options
Stock-based compensation
Unrecognized compensation cost related to outstanding options			16,426		$ 16,426
Period over which unrecognized compensation cost is expected to be recognized as expense					2 years 6 months
Restricted stock units
Stock-based compensation
Period over which unrecognized compensation cost is expected to be recognized as expense					2 years 8 months 12 days
Total fair value of shares vested					$ 6,797	2,454
Unrecognized stock-based compensation expense			19,143		19,143
Weighted-average grant date fair value of RSUs					$ 5,902
Performance share units
Stock-based compensation
Period over which unrecognized compensation cost is expected to be recognized as expense					2 years 1 month 6 days
Vesting period		3 years			3 years
Period of cumulative revenue goals		3 years
Period of average stock price	30 days
Cumulative performance period	3 years
Weighted-average grant date fair value of shares granted					$ 28.81
Unrecognized stock-based compensation expense			3,606		$ 3,606
Share-based Compensation			$ 738	$ 21	$ 1,864	$ 63
Performance share units \| Minimum
Stock-based compensation
Vesting Percentage		0.00%			0.00%
Performance share units \| Maximum
Stock-based compensation
Vesting Percentage		200.00%			200.00%
2014 Stock Incentive Plan
Stock-based compensation
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			908,103		908,103
Vesting period					4 years
Contractual life					10 years
2014 Stock Incentive Plan \| Minimum
Stock-based compensation
Period following termination date vested options are exercisable					1 month
2014 Stock Incentive Plan \| Maximum
Stock-based compensation
Period following termination date vested options are exercisable					3 months

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2020

Revenue from Contracts with Customers

Revenue from Contracts with Customers

3. Revenue from Contracts with Customers

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

Revenue Recognition

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

Performance Obligations

The Company determined that performance obligations are satisfied and revenue is recognized when a customer takes control of the Company’s product, which occurs at a point in time. This generally occurs upon delivery of the products to customers, at which point the Company recognizes revenue and records accounts receivable, which represents the Company’s only contract asset. Payment is typically received 30 to 90 days after satisfaction of the Company’s performance obligations and generally does not have an effect on contract asset and contract liability balances. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the assets is one year or less.

Transaction Price and Variable Consideration

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

Provisions for rebates and incentives are based on the estimated amount of rebates and incentives to be claimed on the related sales from the period. As the Company’s rebates and incentives are based on products dispensed to patients, the Company is required to estimate the expected value of claims at the time of product delivery to distributors. Given that distributors sell the product to pharmacies, which in turn dispense the product to patients, claims can be submitted significantly 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 these estimates, which could have an effect on earnings in the period of the adjustment.

Provisions for product returns are based on product-level historical trends, as well as relevant market events and other factors. For Xtampza ER, since the product has only been commercially sold since June 2016, estimates of product returns are based on a combination of historical returns processed to date, taking into consideration the expiration date of the product upon delivery to customers, as well as forecasted customer buying patterns, shipment and prescription trends, channel inventory levels, and other specifically known market events and trends. For the Nucynta Products, estimates of product returns are primarily based on historical trends as the Nucynta Products have been commercially sold for a number of years.

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

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

The following tables summarize activity in each of the Company’s product revenue provision and allowance categories for the nine months ended September 30, 2020 and 2019:


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


					Trade
	Rebates and		Product		Allowances and
Nine months ended September 30, 2019	Incentives (1)		Returns (2)		Chargebacks (3)
Balance at December 31, 2018	$	129,318	$	15,465	$	14,841
Provision related to current period sales		192,794		13,313		48,242
Changes in estimate related to prior period sales		(2,865)		—		—
Credits/payments made		(180,738)		(2,024)		(49,462)
Balance at September 30, 2019	$	138,509	$	26,754	$	13,621



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

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

As of September 30, 2020, 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 disaggregates its product revenue, net from contracts with customers, into the categories included in the table below. These categories depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Xtampza ER	$	32,126	$	26,480	$	97,191	$	77,632
Nucynta Products⁽¹⁾		47,050		46,462		136,554		144,866
Total product revenues, net	$	79,176	$	72,942	$	233,745	$	222,498

(1)

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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

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

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

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

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

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

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

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

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

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

+ Details

Earnings Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share

Earnings Per Share

5. Earnings Per Share

Basic net earnings per share is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (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 accounting method. Potentially dilutive securities outstanding include stock options, unvested restricted stock units, performance share units, warrants, and shares related to the convertible senior notes, but are only included to the extent that their addition is dilutive.

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


	Three months ended September 30,				Nine months ended September 30,
		2020		2019 (1)		2020		2019 (1)
Numerator:
Net income (loss)	$	11,286	$	(6,109)	$	19,794	$	(20,521)
Denominator:
Weighted-average shares outstanding - basic		34,540,126		33,481,923		34,346,071		33,360,272
Effect of dilutive securities:
Stock options		325,569		—		438,112		—
Restricted stock units		194,127		—		250,663		—
Performance share units		9,366		—		8,736		—
Employee stock purchase plan		—		—		—		—
Warrants		—		—		11,195		—
Weighted average shares outstanding - diluted		35,069,188		33,481,923		35,054,777		33,360,272

Earnings (loss) per share — basic	$	0.33	$	(0.18)	$	0.58	$	(0.62)
Earnings (loss) per share — diluted	$	0.32	$	(0.18)	$	0.56	$	(0.62)

(1)

The Company has the option to settle the conversion obligation for its convertible senior notes due in 2026 in cash, shares or a combination of the two. Since the Company intends to settle the principal amount of the convertible senior notes in cash, the Company used the treasury stock method for determining the potential dilution in the diluted earnings per share computation. For the three and nine months ended September 30, 2020 the Company excluded 4,925,134 shares related to the convertible senior notes because their effect is anti-dilutive.

The following table presents dilutive securities excluded from the calculation of diluted earnings per share due to their anti-dilutive effect:


	Three months ended September 30,		Nine months ended September 30,
	2020	2019	2020	2019
Stock options	2,418,599	4,140,629	2,305,756	4,140,629
Restricted stock units	601,679	868,075	601,679	868,075
Performance share units	267,498	99,400	267,498	99,400
Employee stock purchase plan	26,137	—	26,137	—
Warrants	1,041,667	1,041,667	—	1,041,667
Convertible senior notes	4,925,134	—	4,925,134	—

Equity - Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
	Feb. 13, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Balance at beginning of period		$ 155,767	$ 141,063	$ 87,432	$ 85,823	$ 86,350	$ 91,585	$ 87,432	$ 91,585
Exercise of common stock options		314	1,626	4,454	232	58	246
Issuance for employee stock purchase plan		401		357	373		444
Issuance for employee stock purchase plan, shares								67,512	74,142
Shares withheld for employee taxes upon vesting of RSUs		(247)	(564)	(1,358)	(198)	(35)	(488)
Stock-based compensation		5,165	5,584	4,951	4,137	4,162	4,263
Equity component of 2020 Convertible Notes, net of issuance costs of $1,773				44,777
Equity component of transaction costs for 2020 Convertible Notes	$ 1,773			1,773
Net income (loss)		11,286	8,058	450	(6,109)	(4,712)	(9,700)	$ 19,794	$ (20,521)
Balance at end of period		172,686	155,767	141,063	84,258	85,823	86,350	172,686	84,258
Common Stock
Balance at beginning of period		$ 34	$ 34	$ 34	$ 33	$ 33	$ 33	$ 34	$ 33
Balance at beginning of year, shares		34,494,302	34,306,040	33,678,840	33,416,553	33,385,128	33,265,629	33,678,840	33,265,629
Exercise of common stock options		$ 1
Exercise of common stock options, shares		21,726	131,562	455,573	25,271	8,218	18,693
Issuance for employee stock purchase plan					$ 1
Issuance for employee stock purchase plan, shares		28,101		39,411	41,316		32,826
Vesting of restricted stock units, shares		46,249	83,461	195,280	57,818	26,304	101,483
Shares withheld for employee taxes upon vesting of RSUs, shares		(13,249)	(26,761)	(63,064)	(17,100)	(3,097)	(33,503)
Balance at end of period		$ 35	$ 34	$ 34	$ 34	$ 33	$ 33	$ 35	$ 34
Balance at end of year, shares		34,577,129	34,494,302	34,306,040	33,523,858	33,416,553	33,385,128	34,577,129	33,523,858
Additional Paid-In Capital
Balance at beginning of period		$ 507,124	$ 500,478	$ 447,297	$ 437,379	$ 433,194	$ 428,729	$ 447,297	$ 428,729
Exercise of common stock options		313	1,626	4,454	232	58	246
Issuance for employee stock purchase plan		401		357	372		444
Shares withheld for employee taxes upon vesting of RSUs		(247)	(564)	(1,358)	(198)	(35)	(488)
Stock-based compensation		5,165	5,584	4,951	4,137	4,162	4,263
Equity component of 2020 Convertible Notes, net of issuance costs of $1,773				44,777
Balance at end of period		512,756	507,124	500,478	441,922	437,379	433,194	512,756	441,922
Accumulated Deficit
Balance at beginning of period		(351,391)	(359,449)	(359,899)	(351,589)	(346,877)	(337,177)	(359,899)	(337,177)
Net income (loss)		11,286	8,058	450	(6,109)	(4,712)	(9,700)
Balance at end of period		$ (340,105)	$ (351,391)	$ (359,449)	$ (357,698)	$ (351,589)	$ (346,877)	$ (340,105)	$ (357,698)

Intangible Asset (Tables)

9 Months Ended

Sep. 30, 2020

Intangible Asset

Carrying amount of Nucynta intangible


	As of September 30,		As of December 31,
	2020		2019
Gross carrying amount	$	521,170	$	154,089
Accumulated amortization		(168,471)		(124,586)
Intangible asset, net	$	352,699	$	29,503

Summary of costs included in acquired asset


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

(1)

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


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

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


		Gross Carrying Value		Accumulated Amortization		Net Book Value
Intangible Asset, net
Cost basis as of acquisition date	$	515,627	$	—	$	515,627
Amortization expense from acquisition date through Third Amendment Date		—		(107,662)		(107,662)
Adjustment due to the remeasurement of liability as of Third Amendment Date		(369,581)		—		(369,581)
Additional costs incurred as of Third Amendment Date₍₁₎		8,043		—		8,043
Amortization expense from Amendment Date through fiscal year end		—		(2,172)		(2,172)
Balance as of December 31, 2018	$	154,089	$	(109,834)	$	44,255
Amortization expense		—		(14,752)		(14,752)
Balance as of December 31, 2019	$	154,089	$	(124,586)	$	29,503
Amortization expense through Nucynta Acquisition		—		(1,754)		(1,754)
Additional cost incurred from Nucynta Acquisition		367,081		—		367,081
Amortization expense from Nucynta Acquisition through period end		—		(42,131)		(42,131)
Balance as of September 30, 2020	$	521,170	$	(168,471)	$	352,699

(1)

Represents fair value of warrant issued in connection with the Amendment to the Nucynta Commercialization Agreement.

Summary of amortization expense


	Three months ended September 30,				Nine months ended September 30,
		2020		2019		2020		2019
Nucynta amortization expense included in cost of product revenues	$	16,795	$	3,688	$	43,885	$	11,064

Schedule of remaining amortization period


Years ended December 31,	Amortization Expense
2020	$	16,795
2021		67,181
2022		67,181
2023		67,181
2024		67,181
2025		67,180
Remaining amortization expense:	$	352,699

Earnings Per Share - Computation of Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Net loss per common share
Net income (loss)	$ 11,286	$ 8,058	$ 450	$ (6,109)	$ (4,712)	$ (9,700)	$ 19,794	$ (20,521)
Weighted-average shares - basic (in shares)	34,540,126			33,481,923			34,346,071	33,360,272
Weighted-average shares - diluted (in shares)	35,069,188			33,481,923			35,054,777	33,360,272
Earnings (loss) per share - basic (in dollars per share)	$ 0.33			$ (0.18)			$ 0.58	$ (0.62)
Earnings (loss) per share - diluted (in dollars per share)	$ 0.32			$ (0.18)			$ 0.56	$ (0.62)
Stock options
Net loss per common share
Effect of dilutive securities	325,569						438,112
Restricted stock units
Net loss per common share
Effect of dilutive securities	194,127						250,663
Performance share units
Net loss per common share
Effect of dilutive securities	9,366						8,736
Warrants
Net loss per common share
Effect of dilutive securities							11,195

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Stock-based Compensation

Summary of stock-based compensation


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Research and development expenses	$	1,019	$	525	$	2,773	$	1,606
Selling, general and administrative expenses		4,146		3,612		12,927		10,956
Total stock-based compensation expense	$	5,165	$	4,137	$	15,700	$	12,562

Summary of performance share units activity


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2019	99,400	$	15.90
Granted	187,978		28.49
Vested	—		—
Forfeited	—		—
Performance adjustment	(4,155)		15.90
Outstanding at September 30, 2020	283,223	$	24.26

Summary of restricted stock units activity


		Weighted-Average
	Shares	Grant Date Fair Value
Outstanding at December 31, 2019	849,679	$	17.10
Granted	767,634		21.35
Vested	(324,990)		18.16
Forfeited	(35,980)		20.18
Outstanding at September 30, 2020	1,256,343	$	19.33

Summary of stock option activity


				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
			Exercise Price	Contractual		Intrinsic
	Shares		per Share	Term (in years)		Value
Outstanding at December 31, 2019	3,955,887	$	16.00	7.5	$	21,257
Granted	717,304		21.30
Exercised	(608,861)		10.50
Cancelled	(158,050)		19.05
Outstanding at September 30, 2020	3,906,280	$	17.71	7.4	$	15,291
Exercisable at September 30, 2020	2,255,091	$	16.90	6.6	$	10,784

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


	Nine months ended September 30,
	2020		2019
Risk-free interest rate	1.3	%	2.4	%
Volatility	66.2	%	63.2	%
Expected term (years)	6.0		6.1
Expected dividend yield	—	%	—	%

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Transfer of Assets From Level 1 to Level 2	$ 0	$ 0
Transfer of Assets From Level 2 to Level 1	0	0
Transfer of Liabilities From Level 1 to Level 2	0	0
Transfer of Liabilities From Level 2 to Level 1	0	0
Transfer of Assets Into Level 3	0	0
Transfer of Assets Out of Level 3	0	0
Transfer of Liabilities Into Level 3	0	0
Transfer of Liabilities Out of Level 3	0	$ 0
Convertible senior notes, fair value	142,672
Net carrying value	97,795
Money market funds
Cash equivalents	45,068		$ 94,841
Quoted Prices in active markets (Level 1) \| Money market funds
Cash equivalents	$ 45,068		$ 94,841

Commitments and Contingencies (Details)											1 Months Ended
Commitments and Contingencies (Details)	Nov. 06, 2019 lawsuit	Oct. 18, 2019 lawsuit	Oct. 02, 2019	Oct. 16, 2018 lawsuit	Sep. 26, 2018 lawsuit	Jul. 12, 2018 lawsuit	May 04, 2018 lawsuit	Jan. 16, 2018 patent	Mar. 24, 2015 patent	Feb. 11, 2015 patent	Oct. 31, 2019 lawsuit	Mar. 31, 2019 lawsuit item	Sep. 30, 2020 lawsuit
Xtampza ER Litigation
Commitments and Contingencies
Number of patents listed in FDA Orange Book \| patent										11
Stay period before FDA can issue a final approval unless it is terminated										30 months
Number of patents allegedly infringed \| patent										5
PTAB duration for issuing decision			1 year
Xtampza ER Litigation \| Maximum
Commitments and Contingencies
PTAB extended duration for issuing decision			6 months
Xtampza ER Litigation, District of Delaware
Commitments and Contingencies
Stay period before FDA can issue a final approval unless it is terminated									30 months
Number of patents allegedly infringed \| patent									3
Xtampza ER Litigation, District of Massachusetts
Commitments and Contingencies
Stay period before FDA can issue a final approval unless it is terminated				30 months					30 months
Number of patents allegedly infringed \| patent								5
Number of patents found not infringed \| patent									3
Number of suits that are associated with any 30-month stay of FDA approval				0
Opioid Litigation
Commitments and Contingencies
Number of counties filed lawsuits		3
Number of lawsuits filed		3			2	4	2				2	3
Number of lawsuits dismissed	4
Number of lawsuits designated as representative cases													0
Number of lawsuits designated as Track One case													0
Number of payor groups \| item												2

Term Notes Payable - Pharmakon (Details) - Pharmakon Term Notes - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 06, 2020	Sep. 30, 2020	Sep. 30, 2020
Debt
Aggregate principal amount	$ 200,000
Margin rate	7.50%
Debt maturity	48 months
Facility fee (as a percent)	2.50%
Facility fee amount	$ 5,000
Debt issuance costs	427
Net proceeds	194,573
Issuance cost capitalized	2,456
Threshold amount of single voluntary prepayment from equity proceeds	50,000
Threshold annual net sales to be maintained	$ 200,000
Interest expense		$ 5,370	$ 14,020
Future minimum payments
2020		12,500	12,500
2021		50,000	50,000
2022		50,000	50,000
2023		50,000	50,000
2024		12,500	12,500
Total, Gross		175,000	175,000
Less: unamortized discount and issuance costs		(5,752)	(5,752)
Total term notes		$ 169,248	$ 169,248
Prepayment prior to the second-year anniversary
Debt
Prepayment premium percentage	3.00%
Prepayment on or after the second-year anniversary, but on or prior to the third-year anniversary
Debt
Prepayment premium percentage	2.00%
Prepayment on or after the third-year anniversary
Debt
Prepayment premium percentage	1.00%
Single voluntary prepayment of threshold amount prior to the second-year anniversary
Debt
Prepayment premium percentage	5.00%
LIBOR
Debt
Floor rate	2.00%

Stock-based Compensation - Summary of Restricted Stock and Performance Share Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Performance share units
Number of shares
Balance	99,400
Granted	187,978
Performance adjustment	(4,155)
Balance	283,223
Weighted-average grant date fair value per share
Balance	$ 15.90
Granted	28.49	$ 15.90
Performance adjustment	15.90
Balance	$ 24.26
Restricted stock units
Number of shares
Balance	849,679
Granted	767,634
Vested	(324,990)
Forfeited	(35,980)
Balance	1,256,343
Weighted-average grant date fair value per share
Balance	$ 17.10
Granted	21.35	$ 15.48
Vested	18.16
Forfeited	20.18
Balance	$ 19.33

License Agreements

9 Months Ended

Sep. 30, 2020

License Agreements

License Agreements

4. License Agreements

The Company periodically enters into license agreements to develop and commercialize products. During the three and nine months ended September 30, 2020 and 2019, the only products sold by the Company under a license agreement were the Nucynta Products. Prior to February 13, 2020, the Company sold the Nucynta Products pursuant to the rights licensed and acquired under the Nucynta Commercialization Agreement. Effective February 13, 2020, the Company sold the Nucynta Products pursuant to the rights licensed and acquired under the Nucynta Purchase Agreement, including certain intellectual property and manufacturing rights that it did not previously own under the Commercialization Agreement (see Note 8).

Nucynta Commercialization Agreement

On January 9, 2018 (the “Nucynta Commercialization Closing Date”), the Company consummated the transactions contemplated by the Nucynta Commercialization Agreement, pursuant to which Assertio agreed to grant a sublicense of certain of its intellectual property related to the Nucynta Products for commercialization in the United States. The Company began recording revenues from sales of the Nucynta Products on the Nucynta Commercialization Closing Date and began commercial promotion of the Nucynta Products in February 2018. Pursuant to the Nucynta Commercialization Agreement, the Company paid a one-time, non-refundable license fee of $10,000 to Assertio on the Nucynta Commercialization Closing Date, $6,223 for transferred inventory and $1,987 as reimbursement for prepaid expenses. The Company also assumed the existing liabilities of the Nucynta Products, including $22,660 related to sales of Nucynta Products that occurred prior to the Nucynta Commercialization Closing Date. The Nucynta Commercialization Agreement initially required the Company to pay a guaranteed minimum royalty of $135,000 per year through December 2021, payable in quarterly payments of $33,750, prorated in 2018 for the Nucynta Commercialization Closing Date, as well as a variable royalty based on annual net sales over $233,000. Beginning January 2022 and for each year of the Nucynta Commercialization Agreement term thereafter, the Company was required to pay a variable royalty on annual net sales of the Nucynta Products, but without a guaranteed minimum.

Effective August 2018, the Company entered into a Second Amendment to the Nucynta Commercialization Agreement to clarify the mechanism for transferring title of products to be sold by the Company pursuant to the agreement and various related matters. The Second Amendment did not have an impact on the Company’s financial statements.

Effective November 2018, the Company entered into the Third Amendment to the Nucynta Commercialization Agreement to adjust the royalty structure and termination clauses. Pursuant to the amended Nucynta Commercialization Agreement, the $135,000 guaranteed minimum annual royalties were eliminated, and the Company was no longer required to secure its royalty payment obligations with a standby letter of credit. Beginning on January 1, 2019 and thereafter, the Company was obligated to make royalty payments to Assertio conditional upon net sales and based on the following royalty structure for the period between January 1, 2019 and December 31, 2021:

(i)65% of annual net sales of the Nucynta Products up to $180,000, plus

(ii)14% of annual net sales of the Nucynta Products between $180,000 and $210,000, plus

(iii)58% of annual net sales of the Nucynta Products between $210,000 and $233,000, plus

(iv)20% of annual net sales of the Nucynta Products between $233,000 and $258,000, plus

(v)15% of annual net sales of the Nucynta Products in excess of $258,000.

The Amendment did not modify the royalties payable on sales of the Nucynta Products on and after January 1, 2022, which remained as contemplated by the Nucynta Commercialization Agreement as in effect on January 9, 2018. In addition, prior to January 1, 2022, the Company was obligated to make royalty payments to Assertio, for ultimate payment to Grünenthal, at a rate of 14% of net sales of the Nucynta Products, subject to a guaranteed royalty of $34,000 when net sales were between $180,000 and $243,000. The Amendment further provided that if annual net sales of the Nucynta Products were less than $180,000 in any 12-month period through January 1, 2022, or if they are less than $170,000 in any 12-month period commencing on January 1, 2022, Assertio had the right to terminate the Nucynta Commercialization Agreement without penalty. The Amendment further provides that the Company did not have a right to terminate the Nucynta Commercialization Agreement prior to December 31, 2021.

In connection with execution of the Third Amendment to the Nucynta Commercialization Agreement, the Company issued a warrant to Assertio to purchase 1,041,667 shares of common stock of the Company (the “Warrant”) at an

exercise price of $19.20 per share. The Warrant will expire in November 2022 and includes customary adjustments for changes in the Company’s capitalization.

Nucynta Purchase Agreement

On February 6, 2020, the Company entered into the Nucynta Purchase Agreement with Assertio, pursuant to which the Company agreed to acquire from Assertio certain intellectual property and manufacturing rights related to the Nucynta Products for an aggregate purchase price of $375,000, subject to certain closing and post-closing adjustments as described in the Nucynta Purchase Agreement. In connection with the Nucynta Purchase Agreement, the Company also agreed to assume certain regulatory and supply chain contracts and obligations related to Nucynta Products. The Nucynta Purchase Agreement contains customary representations, warranties and covenants, and indemnification provisions subject to specified limitations. After the closing of the Nucynta Purchase Agreement, for the years 2020 and 2021, the Company will pay conditional royalties directly to Grünenthal at a rate of 14% of net sales of the Nucynta Products. This royalty payment obligation will replace the Company’s previous obligation to pay a royalty rate of 14% of net sales of the Nucynta Products to Grünenthal, subject to a guaranteed royalty of $34,000 when net sales are between $180,000 and $243,000.

On February 13, 2020, the Company closed the Nucynta Acquisition in accordance with the Nucynta Purchase Agreement. Upon the closing, the Nucynta Commercialization Agreement was terminated, with the exception of certain provisions thereof which survived pursuant to the terms of the Nucynta Purchase Agreement, and the Company’s royalty payment obligations to Assertio thereunder ceased.

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

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2020

Fair Value of Financial Instruments

Fair Value of Financial Instruments

6. Fair Value of Financial Instruments

Disclosures of fair value information about financial instruments are required for financial instruments with respect to which it is practicable to estimate that value. Fair value measurements and disclosures describe the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows:


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

Transfers are calculated on values as of the transfer date. There were no transfers between Levels 1, 2 and 3 during the nine months ended September 30, 2020 and 2019.

The following tables present the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument at September 30, 2020 and December 31, 2019:


						Significant
				Quoted Prices		other		Significant
				in active		observable		unobservable
				markets		inputs		inputs
		Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2020
Money market funds, included in cash equivalents	$	45,068	$	45,068	$	—	$	—

December 31, 2019
Money market funds, included in cash equivalents	$	94,841	$	94,841	$	—	$	—

The Company’s convertible senior notes fall into the Level 2 category within the fair value level hierarchy. The fair value was determined using broker quotes in a non-active market for valuation. As of September 30, 2020, the convertible senior notes had a fair value of approximately $142,672 and a net carrying value of $97,795.

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.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, accrued rebates, returns and discounts, operating lease liabilities, and term notes payable reasonably approximate their estimated fair values.

- Definition

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

+ References + Details

Intangible Assets - Nucynta Commercialization Agreement - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	10 Months Ended
	Jan. 31, 2018	Nov. 07, 2018	Sep. 30, 2020	Dec. 31, 2018	Nov. 30, 2018	Nov. 08, 2018
Finite-Lived Intangible Assets [Line Items]
Fair value of warrant			$ 8,043			$ 8,043
Nucynta Commercialization Agreement
Finite-Lived Intangible Assets [Line Items]
Annual minimum royalty payments	$ 537,000
2018	132,000
2019	135,000
2020	135,000
2021	135,000
Fair Value of future minimum royalty payments	$ 482,300
Discounted rate	5.70%
Interest expense recognized	$ 54,700
Interest expense recognized, relating to royalty payments, prior to third amendment		$ 19,281
Amortization expense recognized prior to third amendment		$ 107,662
Third Amendment to the Commercialization Agreement
Finite-Lived Intangible Assets [Line Items]
Annual minimum royalty payments				$ 132,000
Common stock that may be purchased upon exercise of warrant (in shares)						1,041,667
Exercise price of warrant (in dollars per share)					$ 19.20	$ 19.20

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
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
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
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	34,577,129	33,678,840
Common stock, outstanding shares	34,577,129	33,678,840

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

Stock-based Compensation - Summary of Valuation Assumptions Used (Details)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
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	1.30%	2.40%
Volatility	66.20%	63.20%
Expected term (in years)	6 years	6 years 1 month 6 days

Inventory (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
Inventory
Raw materials	$ 3,784	$ 3,784	$ 795
Work in process	2,654	2,654	1,427
Finished goods	10,708	10,708	7,421
Total inventory	17,146	17,146	$ 9,643
Inventory used in the construction and installation of property and equipment	$ 1,199	$ 1,812

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

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Taxes
Provision for income taxes	$ 280	$ 0	$ 526	$ 0
Effective tax rate	2.40%	0.00%	2.60%	0.00%
Federal current income tax expense	$ 0		$ 0
Deferred tax expense	$ 0	$ 0	$ 0	$ 0

Intangible Assets - Nucynta Commercialization Agreement - Table (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended	26 Months Ended
	Feb. 05, 2020	Dec. 31, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Nov. 07, 2018	Dec. 31, 2019	Feb. 29, 2020	Feb. 06, 2020	Nov. 08, 2018	Jan. 31, 2018
Amortization expense			$ (16,795)	$ (3,688)		$ (43,885)	$ (11,064)			$ (126,340)
Intangible assets, net			352,699		$ 352,699	352,699
Nucynta Products
Gross carrying amount			521,170		521,170	521,170			$ 154,089
Accumulated amortization			(168,471)		(168,471)	(168,471)			(124,586)
Intangible assets, net			352,699		352,699	352,699			29,503
Nucynta Commercialization Agreement \| Nucynta Products
Gross carrying amount		$ 154,089	521,170		521,170	521,170			154,089				$ 515,627
Amortization expense	$ (1,754)	(2,172)			(42,131)			$ (107,662)	(14,752)
Accumulated amortization		(109,834)	(168,471)		(168,471)	(168,471)			(124,586)
Adjustment due to remeasurement of liability												$ (369,581)
Additional costs incurred											$ 367,081	$ 8,043
Intangible assets, net		$ 44,255	$ 352,699		$ 352,699	$ 352,699			$ 29,503				$ 515,627

Intangible Assets - Nucynta Acquisition (Details) - Nucynta Purchase Agreement - Nucynta Products - USD ($) $ in Thousands		1 Months Ended
	Feb. 06, 2020	Feb. 29, 2020
Acquisition consideration:
Base purchase price		$ 375,000
Cash paid for inventory		6,030
Transaction costs		6,297
Reduction for 2020 cash transferred to Assertio under the prior Nucynta Commercialization Agreement(1)		(13,071)
Reduction for accrued royalty obligation discharged upon closing(1)		(1,145)
Total acquisition consideration		373,111
Reduction to base purchase price		14,216
Consideration transferred to assets acquired:
Nucynta Intangible Asset		367,081
Inventory		6,030
Total consideration allocated to assets acquired		373,111
Assertio
Finite-Lived Intangible Assets [Line Items]
Aggregate purchase price	$ 375,000	$ 375,000

Revenue from Contracts with Customers - Narrative (Details)	9 Months Ended
	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Practical expedient incremental cost	true
Minimum
Disaggregation of Revenue [Line Items]
Term of payment received	30 days
Maximum
Disaggregation of Revenue [Line Items]
Term of payment received	90 days

Revenue from Contracts with Customers - Transaction Price and Variable Consideration (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Rebates and Incentives
Allowance categories
Balance at beginning of the period	$ 129,901	$ 129,318
Provision related to current period sales	242,389	192,794
Changes in estimate related to prior period sales	(122)	(2,865)
Credits/payments made	(237,044)	(180,738)
Balance at end of the period	135,124	138,509
Product Returns
Allowance categories
Balance at beginning of the period	27,648	15,465
Provision related to current period sales	9,218	13,313
Credits/payments made	(1,744)	(2,024)
Balance at end of the period	35,122	26,754
Trade Allowances and Chargebacks
Allowance categories
Balance at beginning of the period	14,020	14,841
Provision related to current period sales	55,967	48,242
Changes in estimate related to prior period sales	(182)
Credits/payments made	(56,985)	(49,462)
Balance at end of the period	$ 12,820	$ 13,621