Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,213,751 | |
Entity Central Index Key | 0001267565 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 172,894 | $ 238,947 |
Marketable securities | 98,737 | 71,601 |
Accounts receivable, net | 183,855 | 179,525 |
Inventory | 27,862 | 32,332 |
Prepaid expenses and other current assets | 26,850 | 15,195 |
Total current assets | 510,198 | 537,600 |
Property and equipment, net | 14,976 | 15,983 |
Operating lease assets | 5,592 | 6,029 |
Intangible assets, net | 352,676 | 421,708 |
Restricted cash | 1,047 | 1,047 |
Deferred tax assets | 34,184 | 26,259 |
Other noncurrent assets | 858 | 825 |
Goodwill | 133,857 | 133,857 |
Total assets | 1,053,388 | 1,143,308 |
Current liabilities | ||
Accounts payable | 2,412 | 8,692 |
Accrued liabilities | 38,726 | 37,571 |
Accrued rebates, returns and discounts | 236,208 | 227,331 |
Current portion of term notes payable | 183,333 | 183,333 |
Current portion of operating lease liabilities | 1,038 | 988 |
Total current liabilities | 461,717 | 457,915 |
Term notes payable, net of current portion | 132,845 | 221,713 |
Convertible senior notes | 236,650 | 262,125 |
Operating lease liabilities, net of current portion | 5,593 | 6,124 |
Total liabilities | 836,805 | 947,877 |
Commitments and contingencies (refer to Note 14) | ||
Shareholders' equity: | ||
Preferred stock, $0.001 par value; authorized shares - 5,000,000 | ||
Common stock, $0.001 par value; authorized shares - 100,000,000; 39,532,358 issued and 32,319,577 outstanding shares as of June 30, 2024 and 38,192,441 issued and 31,868,549 outstanding shares as of December 31, 2023 | 40 | 38 |
Additional paid-in capital | 567,976 | 565,949 |
Treasury stock, at cost; 7,212,781 shares as of June 30, 2024 and 6,323,892 shares as of December 31, 2023 | (165,381) | (137,381) |
Accumulated other comprehensive (loss) income | (182) | 14 |
Accumulated deficit | (185,870) | (233,189) |
Total shareholders' equity | 216,583 | 195,431 |
Total liabilities and shareholders' equity | $ 1,053,388 | $ 1,143,308 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 39,532,358 | 38,192,441 |
Common stock, outstanding shares | 32,319,577 | 31,868,549 |
Treasury stock, shares | 7,212,781 | 6,323,892 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | ||||
Product revenues, net | $ 145,276 | $ 135,546 | $ 290,199 | $ 280,313 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Cost of product revenues | ||||
Cost of product revenues (excluding intangible asset amortization) | $ 19,955 | $ 24,257 | $ 38,905 | $ 54,156 |
Cost, Product and Service [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Intangible asset amortization | $ 34,515 | $ 37,463 | $ 69,032 | $ 74,929 |
Total cost of product revenues | 54,470 | 61,720 | 107,937 | 129,085 |
Gross profit | 90,806 | 73,826 | 182,262 | 151,228 |
Operating expenses | ||||
Selling, general and administrative | 43,335 | 38,193 | 85,317 | 90,968 |
Total operating expenses | 43,335 | 38,193 | 85,317 | 90,968 |
Income from operations | 47,471 | 35,633 | 96,945 | 60,260 |
Interest expense | (15,587) | (21,863) | (32,926) | (43,290) |
Interest income | 4,397 | 4,027 | 8,884 | 6,774 |
Loss on extinguishment of debt | (7,184) | (7,184) | (23,504) | |
Income before income taxes | 29,097 | 17,797 | 65,719 | 240 |
Provision for income taxes | 9,491 | 4,790 | 18,400 | 4,659 |
Net income (loss) | $ 19,606 | $ 13,007 | $ 47,319 | $ (4,419) |
Earnings (loss) per share - basic (in $ per share) | $ 0.60 | $ 0.38 | $ 1.46 | $ (0.13) |
Weighted-average shares - basic | 32,433,025 | 34,622,284 | 32,379,807 | 34,471,624 |
Earnings (loss) per share - diluted (in $ per share) | $ 0.52 | $ 0.34 | $ 1.24 | $ (0.13) |
Weighted-average shares - diluted | 40,383,694 | 42,849,952 | 40,510,943 | 34,471,624 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net income (loss) | $ 19,606 | $ 13,007 | $ 47,319 | $ (4,419) |
Other comprehensive loss: | ||||
Unrealized losses on marketable securities, net of tax | (58) | (38) | (196) | (38) |
Total other comprehensive loss | (58) | (38) | (196) | (38) |
Comprehensive income (loss) | $ 19,548 | $ 12,969 | $ 47,123 | $ (4,457) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Operating activities | |||||
Net income (loss) | $ 47,319 | $ (4,419) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Amortization expense | $ 34,515 | $ 37,463 | 69,032 | 74,929 | |
Depreciation expense | 1,869 | 1,712 | |||
Deferred income taxes | (7,925) | (682) | |||
Stock-based compensation expense | 17,487 | 13,107 | |||
Non-cash lease benefit | (44) | (213) | |||
Non-cash interest expense for amortization of debt discount and issuance costs | 3,384 | 4,548 | |||
Loss on extinguishment of debt | 7,184 | 7,184 | 23,504 | ||
Net amortization of premiums and discounts on investments | (1,138) | (98) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (4,330) | 15,640 | |||
Inventory | 4,470 | 20,475 | |||
Prepaid expenses and other assets | (11,688) | (1,749) | |||
Accounts payable | (6,144) | (1,075) | |||
Accrued liabilities | 982 | (884) | |||
Accrued rebates, returns and discounts | 8,877 | (17,402) | |||
Net cash provided by operating activities | 129,335 | 127,393 | |||
Investing activities | |||||
Purchases of property and equipment | (838) | (232) | |||
Purchases of marketable securities | (73,403) | (41,661) | |||
Maturities of marketable securities | 47,207 | ||||
Net cash used in investing activities | (27,034) | (41,893) | |||
Financing activities | |||||
Proceeds from issuances of common stock from employee stock purchase plan | 356 | 169 | |||
Proceeds from the exercise of stock options | 9,924 | 5,099 | |||
Payments made for employee stock tax withholdings | (18,749) | (7,956) | |||
Repurchases of common stock, including the ASR agreement | (35,000) | ||||
Repayment of term notes | (91,667) | (70,833) | |||
Proceeds from issuances of 2029 Convertible Notes, net of issuance costs of $6,280 | 235,220 | ||||
Repurchase of 2026 Convertible Notes, including premium | (138,638) | ||||
Redemption of 2026 Convertible Notes, including premium and redemption costs | (33,218) | ||||
Net cash (used in) provided by financing activities | (168,354) | 23,061 | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (66,053) | 108,561 | |||
Cash, cash equivalents and restricted cash at beginning of period | 239,994 | 176,235 | $ 176,235 | ||
Cash, cash equivalents and restricted cash at end of period | 173,941 | 284,796 | 173,941 | 284,796 | 239,994 |
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets: | |||||
Cash and cash equivalents | 172,894 | 283,749 | 172,894 | 283,749 | 238,947 |
Restricted cash | 1,047 | 1,047 | 1,047 | 1,047 | 1,047 |
Total cash, cash equivalents and restricted cash | $ 173,941 | $ 284,796 | 173,941 | 284,796 | $ 239,994 |
Supplemental disclosure of cash flow information | |||||
Cash paid for interest | 29,542 | 37,187 | |||
Cash paid for income taxes | 35,881 | $ 10,011 | |||
Supplemental disclosure of non-cash activities | |||||
Acquisition of property and equipment in accounts payable and accrued liabilities | 200 | ||||
Miscellaneous costs of redemption of 2026 Convertible Notes | $ 27 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Issuance costs of 2029 convertible notes | $ 6,280 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Collegium Pharmaceutical, Inc. (the “Company” or “Collegium”) was incorporated in Delaware in April 2002 and then reincorporated in Virginia in July 2014. The Company has its principal operations in Stoughton, Massachusetts. The Company’s mission is to build a leading, diversified specialty pharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company’s portfolio includes Belbuca, Xtampza ER, Nucynta IR and Nucynta ER (collectively the “Nucynta Products”), and Symproic. The Company’s operations are subject to certain risks and uncertainties. The principal risks include the Company’s ability to continue successfully commercializing products, changing market conditions for products and development of competing products, changing regulatory environment and reimbursement landscape, product-related litigation, manufacture of adequate commercial inventory, inability to secure adequate supplies of active pharmaceutical ingredients, key personnel retention, protection of intellectual property, and patent infringement litigation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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) and its subsidiaries. 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 June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 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, discounts and allowances related to commercial sales of products, estimates related to the fair value of assets acquired and liabilities assumed, including acquired intangible assets and the fair value of inventory acquired, estimates utilized in the ongoing valuation of inventory related to potential unsaleable product, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of intangible assets and deferred tax valuation allowances. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recently filed annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). There were no significant changes in the Company’s significant accounting policies from those described in the Company’s Annual Report. Recently Adopted Accounting Pronouncements New accounting pronouncements are issued periodically by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as required by the specified effective dates. The Company has not been required to adopt any accounting standards that had a significant impact on its Condensed Consolidated Financial Statements during the six months ended June 30, 2024. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07 , Segment Reporting (Topic 280). The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers The Company’s revenue to date is from sales of the Company’s products, which are primarily sold to wholesalers (“customers”), which in turn sell the product to pharmacies or other outlets for the treatment of patients. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements with a customer, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the assets is one year or less. Performance Obligations The Company determined that performance obligations are satisfied, and revenue is recognized, when a customer takes control of the Company’s product, which occurs at a point in time. This generally occurs upon delivery of the products to customers, at which point the Company recognizes revenue and records accounts receivable. Payment is typically received 30 to 90 days after satisfaction of the Company’s performance obligations. Transaction Price and Variable Consideration Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). The transaction price for product sales includes variable consideration related to sales deductions, including: (i) rebates and incentives, including managed care rebates, government rebates, co-pay program incentives, and sales incentives and allowances; (ii) product returns, including return estimates; and, (iii) trade allowances and chargebacks, including fees for distribution services, prompt pay discounts, and chargebacks. The Company will estimate the amount of variable consideration that should be included in the transaction price under the expected value method for all sales deductions other than trade allowances, which are estimated under the most likely amount method. These provisions reflect the expected amount of consideration to which the Company is entitled based on the terms of the contract. In addition, the Company made a policy election to exclude from the measurement of the transaction price all taxes that are assessed by a governmental authority that are imposed on revenue-producing transactions. The Company bases its estimates of variable consideration, which could include estimates of future rebates, returns, and other adjustments, on historical data and other information. Estimates include: (i) timing of the rebates and returns incurred; (ii) pricing adjustments related to rebates and returns; and (iii) the quantity of product that will be rebated or returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Rebates and Incentives Provisions for rebates and incentives are based on the estimated amount of rebates and incentives to be claimed on the related sales. As the Company’s rebates and incentives are based on products dispensed to patients, the Company is required to estimate the expected value of claims at the time of product delivery to wholesalers. Given that wholesalers sell the product to pharmacies, which in turn dispense the product to patients, claims can be submitted significantly after the related sales are recognized. The Company’s estimates of these claims are based on the historical experience of existing or similar programs, including current contractual and statutory requirements, specific known market events and trends, industry data, and estimated distribution channel inventory levels. Accruals and related reserves required for rebates and incentives are adjusted as new information becomes available, including actual claims. If actual results vary, the Company may need to adjust future estimates, which could have an effect on earnings in the period of the adjustment. Product Returns Provisions for product returns, including returns for Belbuca, Xtampza, the Nucynta Products, and Symproic, are based on product-level returns rates, including processed as well as unprocessed return claims, in addition to relevant market events and other factors. Estimates of future product returns are made at the time of revenue recognition to determine the amount of consideration to which the Company expects to be entitled (that is, excluding the products expected to be returned). At the end of each reporting period, the Company analyzes trends in returns rates and updates its assessment of variable consideration. To the extent the Company receives amounts in excess of what it expects to be entitled to receive due to a product return, the Company does not recognize revenue when it transfers products to customers but instead recognizes those excess amounts received as a refund liability. The Company updates the measurement of the refund liability at the end of each reporting period for changes in expectations about the amount of refunds with the corresponding adjustments recognized as revenue (or reductions of revenue). The Company provides the right of return to its customers for an 18-month window beginning six months prior to expiration and up until twelve months after expiration. The Company’s customers short-pay an existing invoice upon notice of a product return claim. Adjustments to the preliminary short-paid claims are processed when the return claim is validated and finalized. The Company’s return policy requires that product is returned and that the return is claimed within the 18-month window. Trade Allowances and Chargebacks Provisions for trade allowances and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual trade allowances and chargebacks processed relating to sales recognized. At the end of each reporting period, the Company updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained). Variable consideration, including the risk of customer concessions, is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved. Significant Judgments Significant judgment is required to determine the variable consideration included in the transaction price as described above. Adjustments to the estimated variable consideration included in the transaction price occur when new information indicates that the estimate should be revised. If the value of accepted and processed claims is different than the amount estimated and included in variable consideration, then adjustments would impact product revenues, net and earnings in the period such revisions become known. The amount of variable consideration ultimately received and included in the transaction price may materially differ from the Company’s estimates, resulting in additional adjustments recorded to increase or decrease product revenues, net. Provision and Allowance Activity The following tables summarize activity in each of the Company’s product revenue provision and allowance categories for the six months ended June 30, 2024 and 2023: Trade Rebates and Product Allowances and Incentives (1) Returns (2) Chargebacks (3) Balance as of December 31, 2023 $ 149,826 $ 77,505 $ 20,917 Provision related to current period sales 197,088 19,937 79,615 Changes in estimate related to prior period sales 325 2,406 (79) Credits/payments made (192,073) (18,806) (78,578) Balance as of June 30, 2024 $ 155,166 $ 81,042 $ 21,875 Trade Rebates and Product Allowances and Incentives (1) Returns (2) Chargebacks (3) Balance as of December 31, 2022 $ 156,937 $ 73,554 $ 22,058 Provision related to current period sales 211,709 20,958 73,382 Changes in estimate related to prior period sales (1,623) 1,230 593 Credits/payments made (227,167) (22,509) (73,076) Balance as of June 30, 2023 $ 139,856 $ 73,233 $ 22,957 (1) Provisions for rebates and incentives include managed care rebates, government rebates and co-pay program incentives. Provisions for rebates and incentives are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets. (2) Provisions for product returns are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets. (3) Provisions for trade allowances and chargebacks include fees for distribution service fees, prompt pay discounts, and chargebacks. Trade allowances and chargebacks are deducted from gross revenue at the time revenues are recognized and are recorded as a reduction to accounts receivable in the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2024, the Company did not have any transaction price allocated to remaining performance obligations and any costs to obtain contracts with customers, including pre-contract costs and set up costs, were immaterial. Disaggregation of Revenue The Company discloses disaggregated revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. When selecting the type of category to use to disaggregate revenue, the Company considers how information about the Company’s revenue has been presented for other purposes as well as what information is regularly reviewed and used for evaluating financial performance. As such, the Company disaggregates its product revenues, net from contracts with customers by product, as disclosed in the table below. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Belbuca $ 52,198 $ 43,136 $ 102,861 $ 87,348 Xtampza ER 44,571 41,245 90,384 89,114 Nucynta IR 25,203 28,158 51,163 56,057 Nucynta ER 19,272 19,171 38,458 40,307 Symproic 4,032 3,836 7,333 7,487 Total product revenues, net $ 145,276 $ 135,546 $ 290,199 $ 280,313 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share | |
Earnings Per Share | 4. Earnings Per Share Basic earnings per share is calculated by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock, plus potentially dilutive securities outstanding for the period, as determined in accordance with the treasury stock, if-converted, or contingently issuable accounting methods, depending on the nature of the security. For purposes of the diluted earnings per share calculation, stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), and shares potentially issuable in connection with the Company’s employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not antidilutive. The following table presents the computations of basic and dilutive earnings per common share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ 19,606 $ 13,007 $ 47,319 $ (4,419) Adjustment for interest expense recognized on convertible senior notes 1,477 1,677 2,942 — Net income (loss) - diluted $ 21,083 $ 14,684 $ 50,261 $ (4,419) Denominator: Weighted-average shares outstanding — basic 32,433,025 34,622,284 32,379,807 34,471,624 Effect of dilutive securities: Stock options 393,128 236,426 430,273 — Restricted stock units 949,383 481,478 1,093,741 — Performance share units — — — — Employee stock purchase plan 1,853 660 817 — Convertible senior notes 6,606,305 7,509,104 6,606,305 — Weighted average shares outstanding — diluted 40,383,694 42,849,952 40,510,943 34,471,624 Earnings (loss) per share — basic $ 0.60 $ 0.38 $ 1.46 $ (0.13) Earnings (loss) per share — diluted $ 0.52 $ 0.34 $ 1.24 $ (0.13) The Company has the option to settle the conversion obligation for its convertible senior notes due in 2029 in cash, shares or a combination of the two. On April 11, 2024, the Company provided notice of redemption for the remaining $26,350 aggregate principal amount of its 2.625% convertible senior notes due in 2026 (the “2026 Convertible Notes”). The 2026 Convertible Notes were fully redeemed on June 18, 2024. The Company settled the redemption of the 2026 Convertible Notes in cash. The 2026 Convertible Notes represented 902,799 shares which were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2024 as their inclusion would have had an antidilutive effect. The Company uses the if-converted method for the convertible senior notes. The following table presents dilutive securities excluded from the calculation of diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options — 751,930 — 1,368,968 Restricted stock units 5,150 1,073,613 6,200 2,522,025 Performance share units 223,680 503,880 223,680 503,880 Convertible senior notes — — — 7,509,104 For PSUs, these securities were excluded from the calculation of diluted earnings per share as the market-based vesting conditions were not met as of the end of the reporting period. All other securities presented in the table above were excluded from the calculation of diluted earnings per share as their inclusion would have had an antidilutive effect. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments Fair value measurements and disclosures describe the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows: Level 1 inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is defined as a market where transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3 inputs: Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company invests in instruments within defined credit parameters to minimize credit risk while ensuring liquidity. There were no transfers between Levels 1, 2, and 3 during the six months ended June 30, 2024 and 2023. The following table presents the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument as of June 30, 2024 and December 31, 2023: Significant Quoted Prices other Significant in active observable unobservable markets inputs inputs Total (Level 1) (Level 2) (Level 3) June 30, 2024 Cash equivalents: Money market funds $ 21,208 $ 21,208 $ — $ — Commercial paper 997 — 997 — Marketable securities: Corporate debt securities 62,428 — 62,428 — U.S. Treasury securities 22,935 — 22,935 — Government-sponsored securities 7,491 — 7,491 — Commercial paper 5,883 — 5,883 — Total assets measured at fair value $ 120,942 $ 21,208 $ 99,734 $ — December 31, 2023 Cash equivalents: Money market funds $ 77,299 $ 77,299 $ — $ — U.S. Treasury securities 4,729 — 4,729 — Marketable securities: Corporate debt securities 41,612 — 41,612 — U.S. Treasury securities 25,468 — 25,468 — Government-sponsored securities 4,521 — 4,521 — Total assets measured at fair value $ 153,629 $ 77,299 $ 76,330 $ — The Company’s cash equivalents, which consist of money market funds, are measured at fair value on a recurring basis using quoted market prices. Accordingly, these securities are categorized as Level 1. Assets and Liabilities Not Carried at Fair Value The Company’s convertible senior notes fall into the Level 2 category within the fair value level hierarchy. The fair value was determined based on data points other than quoted prices that are observable, either directly or indirectly, such as broker quotes in a non-active market. As of June 30, 2024, the fair value of the Company's 2.875% convertible senior notes due in 2029 was $269,652 and the net carrying value was $236,650. The Company’s term notes fall into the Level 2 category within the fair value level hierarchy and the fair value was determined using quoted prices for similar liabilities in active markets, as well as inputs that are observable for the liability (other than quoted prices), such as interest rates that are observable at commonly quoted intervals. As of June 30, 2024, the carrying amount of the term notes reasonably approximated the estimated fair value. As of June 30, 2024, and December 31, 2023, the carrying amounts of cash and cash equivalents, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, accrued liabilities, and accrued rebates, returns and discounts reasonably approximated their estimated fair values. |
Marketable securities
Marketable securities | 6 Months Ended |
Jun. 30, 2024 | |
Marketable Securities | |
Marketable Securities | 6. Marketable Securities Available-for-sale debt securities were classified on the Condensed Consolidated Balance Sheets at fair value as follows: June 30, December 31, 2024 2023 Cash and cash equivalents $ 997 $ 4,729 Marketable securities 98,737 71,601 Total $ 99,734 $ 76,330 The following table summarizes the available-for-sale securities held as of June 30, 2024 and December 31, 2023: June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 62,603 $ 6 $ (181) $ 62,428 U.S. Treasury securities 22,938 — (3) 22,935 Government-sponsored securities 7,492 3 (4) 7,491 Commercial paper 6,883 — (3) 6,880 Total $ 99,916 $ 9 $ (191) $ 99,734 December 31, 2023 Corporate debt securities $ 41,610 $ 47 $ (45) $ 41,612 U.S. Treasury securities 30,189 8 — 30,197 Government-sponsored securities 4,517 4 — 4,521 Total $ 76,316 $ 59 $ (45) $ 76,330 The following table summarizes the contractual maturities of available-for-sale securities other than investments in money market funds as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Matures within one year $ 62,076 $ 61,672 Matures after one year through five years 37,658 14,658 Total $ 99,734 $ 76,330 The unrealized losses on the Company’s available-for-sale securities were immaterial as of June 30, 2024 and December 31, 2023. In addition, there were no sales of marketable securities during the three and six months ended June 30, 2024. Net unrealized holding gains or losses for the period that have been included in accumulated other comprehensive loss were not material to the Company’s Condensed Consolidated Statements of Operations. The Company did not record any allowances for credit losses to adjust the fair value of available-for-sale debt securities during the three and six months ended June 30, 2024. The Company reviews its investments for other-than-temporary impairment whenever the fair value of an investment is less than amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. The Company generally does not intend to sell any investments prior to recovery of their amortized cost basis for any investment in an unrealized loss position. As such, the Company did not hold any securities with other-than-temporary impairment as of June 30, 2024 and December 31, 2023. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Inventory | 7. Inventory Inventory as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, December 31, 2024 2023 Raw materials $ 7,152 $ 10,384 Work in process 5,926 6,740 Finished goods 14,784 15,208 Total inventory $ 27,862 $ 32,332 The aggregate charges related to excess and obsolete inventory for the three and six months ended June 30, 2024 were $60 and $433 , respectively. The aggregate charges related to excess and obsolete inventory for the three and six months ended June 30, 2023 were $155 and $1,061 , respectively. These expenses were recorded as a component of cost of product revenues. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets As of June 30, 2024 and December 31, 2023, the Company’s goodwill balance was $133,857. The Company’s goodwill resulted from the acquisition of BioDelivery Sciences International, Inc. (“BDSI”) on March 22, 2022 (the “BDSI Acquisition”). The following table sets forth the cost, accumulated amortization, and carrying amount of intangible assets as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Cost Accumulated Amortization Carrying Amount Cost Accumulated Amortization Carrying Amount Belbuca $ 360,000 $ (171,517) $ 188,483 $ 360,000 $ (133,821) $ 226,179 Nucynta Products 521,170 (410,400) 110,770 521,170 (382,710) 138,460 Symproic 70,000 (16,577) 53,423 70,000 (12,931) 57,069 Total intangible assets $ 951,170 $ (598,494) $ 352,676 $ 951,170 $ (529,462) $ 421,708 The following table presents amortization expense recognized in cost of product revenues for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Belbuca $ 18,848 $ 18,846 $ 37,696 $ 37,695 Nucynta Products 13,845 16,795 27,690 33,591 Symproic 1,822 1,822 3,646 3,643 Total amortization expense $ 34,515 $ 37,463 $ 69,032 $ 74,929 As of June 30, 2024, the remaining amortization expense expected to be recognized is as follows: Years ended December 31, Belbuca Nucynta Products Symproic Total 2024 $ 37,697 $ 27,694 $ 3,639 $ 69,030 2025 75,393 55,384 7,285 138,062 2026 75,393 27,692 7,285 110,370 2027 — — 7,285 7,285 2028 — — 7,285 7,285 Thereafter — — 20,644 20,644 Remaining amortization expense $ 188,483 $ 110,770 $ 53,423 $ 352,676 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, December 31, 2024 2023 Accrued royalties $ 13,452 $ 14,198 Accrued product taxes and fees 5,985 5,013 Accrued payroll and related benefits 4,259 1,511 Accrued interest 2,594 2,853 Accrued bonuses 2,478 4,987 Accrued sales and marketing 2,185 1,198 Accrued inventory 1,815 — Accrued audit and legal 1,457 700 Accrued incentive compensation 1,412 1,375 Accrued income taxes 532 2,136 Accrued other operating costs 2,557 3,600 Total accrued liabilities $ 38,726 $ 37,571 |
Term Notes Payable
Term Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Term Notes Payable | |
Term Notes Payable | 10. Term Notes Payable 2022 Term Loan On March 22, 2022, in connection with the closing of the BDSI Acquisition, the Company entered into an Amended and Restated Loan Agreement by and among the Company, and BioPharma Credit PLC, as collateral agent and lender, and BioPharma Credit Investments V (Master) LP, as lender (collectively “Pharmakon”), as amended (the “2022 Loan Agreement”). The 2022 Loan Agreement provided for a $650,000 secured term loan (the “2022 Term Loan”), the proceeds of which were used to repay the Company’s existing term notes and fund a portion of the consideration to be paid to complete the BDSI Acquisition. The 2022 Loan Agreement was accounted for as a debt modification and transaction fees of $173 were expensed. In connection with the 2022 Loan Agreement, the Company paid loan commitment and other fees to the lender of $19,818 , which together with preexisting debt issuance costs and note discounts of $2,049 were amortized over the term of the loan using the effective interest rate. On July 28, 2024, in connection with the acquisition of Ironshore Therapeutics Inc. (“Ironshore”), the Company amended and restated the 2022 Term Loan. Refer to Note 16, Subsequent Events , for more information. The 2022 Term Loan would have matured on the 48-month The 2022 Loan Agreement permitted voluntary prepayment at any time, subject to a prepayment premium. The prepayment premium was equal to 2.00% of the principal amount being prepaid prior to the second-year anniversary of the closing date, or 1.00% of the principal amount being prepaid on or after the second-year anniversary of the closing date. The 2022 Loan Agreement also included a make-whole premium in the event of a voluntary prepayment, a prepayment due to a change in control or acceleration following an Event of Default (as defined in the 2022 Loan Agreement) on or prior to the second-year anniversary of the closing date, in each case in an amount equal to foregone interest from the date of prepayment through the second-year anniversary of the closing date. A change of control also triggered a mandatory prepayment of the 2022 Term Loan. The 2022 Loan Agreement contained certain covenants and obligations of the parties, including, without limitation, covenants that limited the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business. Failure to comply with these covenants would have constituted an Event of Default under the 2022 Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The 2022 Loan Agreement also included various customary remedies for the lenders following an Event of Default, including the acceleration of repayment of outstanding amounts under the 2022 Loan Agreement and execution upon the collateral securing obligations under the 2022 Loan Agreement. The following table presents the total interest expense recognized related to the 2022 Term Loan during the three and six months ended June 30, 2024 and 2023. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 12,104 $ 17,688 $ 25,755 $ 35,343 Amortization of debt issuance costs 1,318 1,963 2,798 3,987 Total interest expense $ 13,422 $ 19,651 $ 28,553 $ 39,330 As of June 30, 2024, the effective interest rate on the 2022 Term Loan was 14.6%. As of June 30, 2024, principal repayments under the 2022 Term Loan were as follows: Years ended December 31, Principal Payments 2024 $ 91,666 2025 183,333 2026 45,834 Total before unamortized discount and issuance costs $ 320,833 Less: unamortized discount and issuance costs (4,655) Term notes carrying value $ 316,178 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Senior Notes. | |
Convertible Senior Notes | 11. Convertible Senior Notes 2026 Convertible Notes On February 13, 2020, the Company issued the 2026 Convertible Notes in the aggregate principal amount of $143,750, in a public offering registered under the Securities Act of 1933, as amended. The 2026 Convertible Notes were issued in connection with funding the acquisition of the Nucynta Products. Some of the Company’s existing investors participated in the 2026 Convertible Notes offering. In connection with the issuance of the 2026 Convertible Notes, the Company incurred approximately $5,473 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees. The 2026 Convertible Notes were senior, unsecured obligations and bore 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 had the right to convert their notes only upon the occurrence of certain events. From and after August 15, 2025, noteholders had the right to convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. On or after February 15, 2023, the Company had the right to redeem the 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, upon the occurrence of certain events. The Company had the option to settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The 2026 Convertible Notes would have matured on February 15, 2026, unless earlier repurchased, redeemed or converted. The initial conversion rate was 34.2618 shares of common stock per $1 principal amount of the 2026 Convertible Notes, which represented an initial conversion price of approximately $29.19 per share of common stock. Repurchase of a Portion of the 2026 Convertible Notes Contemporaneously with the offering of the 2029 Convertible Notes (as defined below), the Company entered into separate privately negotiated transactions with certain holders of the 2026 Convertible Notes to repurchase $117,400 aggregate principal amount of the 2026 Convertible Notes for an aggregate of $140,100 of cash, which included accrued and unpaid interest on the 2026 Convertible Notes to be repurchased. This transaction involved a contemporaneous exchange of cash between the Company and holders of the 2026 Convertible Notes participating in the issuance of the 2029 Convertible Notes. Accordingly, the Company evaluated the transaction for modification or extinguishment accounting in accordance with Accounting Standards Codification (“ASC”) Topic 470-50 , Debt – Modifications and Extinguishments Redemption of Remaining 2026 Convertible Notes On April 11, 2024, the Company provided notice of redemption for the remaining $26,350 aggregate principal amount of its outstanding 2026 Convertible Notes. The 2026 Convertible Notes were fully redeemed on June 18, 2024 (the “Redemption Date”). The Company settled all conversions of the 2026 Convertible Notes in cash. In accordance with ASC 470-50, Debt – Modifications and Extinguishments 2029 Convertible Notes On February 10, 2023, the Company issued 2.875% convertible senior notes due in 2029 (the “2029 Convertible Notes”) in the aggregate principal amount of $241,500, in a private offering to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended. The 2029 Convertible Notes were issued to finance the concurrent repurchase of a portion of the 2026 Convertible Notes, and the remainder of the net proceeds may be used for general corporate purposes. In connection with the issuance of the 2029 Convertible Notes, the Company incurred approximately $6,280 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees. The 2029 Convertible Notes are senior, unsecured obligations and bear interest at a rate of 2.875% per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The 2029 Convertible Notes will mature on February 15, 2029, unless earlier repurchased, redeemed or converted. Before November 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after November 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The initial conversion rate is 27.3553 shares of common stock per $1 principal amount of 2029 Convertible Notes, which represents an initial conversion price of approximately $36.56 per share of common stock. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events. Holders of the 2029 Convertible Notes may convert all or any portion of their 2029 Convertible Notes, in multiples of $1 principal amount, at their option only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2023, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the “trading price” per $1 principal amount of the 2029 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls any or all of the 2029 Convertible Notes for redemption, but only with respect to the 2029 Convertible Notes called for redemption; or (5) at any time from, and including, November 15, 2028 until the close of business on the scheduled trading day immediately before the maturity date. As of June 30, 2024, none of the above circumstances had occurred and as such, the 2029 Convertible Notes could not have been converted. The Company may not redeem the 2029 Convertible Notes prior to February 17, 2026. On or after February 17, 2026 and on or before the 40 th (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. However, the Company may not redeem less than all of the outstanding 2029 Convertible Notes unless at least $75,000 aggregate principal amount of the 2029 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. Calling any 2029 Convertible Note for redemption will constitute a make-whole fundamental change with respect to that 2029 Convertible Note, in which case the conversion rate applicable to the conversion of that 2029 Convertible Note, if it is converted in connection with the redemption, will be increased in certain circumstances for a specified period of time. The 2029 Convertible Notes have customary default provisions, including: (i) a default in the payment when due (whether at maturity, upon redemption or repurchase upon fundamental change or otherwise) of the principal of, or the redemption price or fundamental change repurchase price for, any note; (ii) a default for 30 days in the payment when due of interest on any note; (iii) a default in the Company’s obligation to convert a note in accordance with the indenture, if such default is not cured within 3 business days after its occurrence; (iv) a default with respect to the Company’s obligations under the indenture related to consolidations, mergers and asset sales; (v) a default in any of the Company’s other obligations or agreements under the indenture that are not cured or waived within 60 days after notice to the Company; (vi) certain payment defaults by the Company or certain subsidiaries with respect to mortgages, agreements or other instruments for indebtedness for money borrowed of at least $30,000 or other defaults by the Company or certain subsidiaries with respect to such indebtedness that result in the acceleration of such indebtedness; (vii) default upon the occurrence of one or more final judgments being rendered against the Company or any of the Company’s significant subsidiaries for the payment of at least $30,000; and (viii) upon the occurrence of certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant subsidiaries. The 2029 Convertible Notes are classified on the Condensed Consolidated Balance Sheets as of June 30, 2024 as convertible senior notes. As of June 30, 2024, the outstanding balance of the 2029 Convertible Notes consisted of the following: 2029 Convertible Notes Principal $ 241,500 Less: unamortized issuance costs (4,850) Net carrying amount $ 236,650 The Company determined the expected life of the 2029 Convertible Notes was equal to the six-year term. The effective interest rate on the 2029 Convertible Notes is 3.28%. As of June 30, 2024, the if-converted value of the 2029 Convertible Notes did not exceed the remaining principal amount. As of June 30, 2024, the future minimum payments on the 2029 Convertible Notes were as follows: Years ended December 31, 2029 Convertible Notes 2024 $ 3,471 2025 6,943 2026 6,943 2027 6,943 2028 6,943 Thereafter 244,972 Total minimum payments $ 276,215 Less: interest (34,715) Less: unamortized issuance costs (4,850) Convertible Notes carrying value $ 236,650 The following table presents the total interest expense recognized related to the 2026 Convertible Notes and 2029 Convertible Notes (together, the “Convertible Notes”) during the three and six months ended June 30, 2024, and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 1,879 $ 1,909 $ 3,787 $ 3,388 Amortization of debt issuance costs 286 298 586 561 Total interest expense $ 2,165 $ 2,207 $ 4,373 $ 3,949 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity | |
Equity | 12. Equity The changes in shareholders’ equity for the three and six months ended June 30, 2024 were as follows: Additional Accumulated Other Total Common Stock Paid- In Treasury Stock Accumulated Comprehensive Shareholders’ Shares Amount Capital Shares Amount Deficit Income (Loss) Equity Balance, December 31, 2023 38,192,441 $ 38 $ 565,949 (6,323,892) $ (137,381) $ (233,189) $ 14 $ 195,431 Exercise of common stock options 200,200 — 4,205 — — — — 4,205 Issuance for employee stock purchase plan 18,538 — 356 — — — — 356 Vesting of RSUs and PSUs 1,000,357 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs (381,897) — (12,874) — — — — (12,874) Stock-based compensation — — 7,475 — — — — 7,475 Other comprehensive loss, net of tax — — — — — — (138) (138) Net income — — — — — 27,713 — 27,713 Balance, March 31, 2024 39,029,639 $ 39 $ 565,111 (6,323,892) $ (137,381) $ (205,476) $ (124) $ 222,169 Exercise of common stock options 282,248 1 5,727 — — — — 5,728 Vesting of RSUs and PSUs 392,140 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs (171,669) (1) (5,874) — — — — (5,875) Share repurchases from ASR agreement — — (7,000) (888,889) (28,000) — — (35,000) Stock-based compensation — — 10,012 — — — — 10,012 Other comprehensive loss, net of tax — — — — — — (58) (58) Net income — — — — — 19,606 — 19,606 Balance, June 30, 2024 39,532,358 $ 40 $ 567,976 (7,212,781) $ (165,381) $ (185,870) $ (182) $ 216,583 The changes in shareholders’ equity for the three and six months ended June 30, 2023 were as follows: Additional Accumulated Other Total Common Stock Paid- In Treasury Stock Accumulated Comprehensive Shareholders’ Shares Amount Capital Shares Amount Deficit Income (Loss) Equity Balance, December 31, 2022 37,084,759 $ 37 $ 538,073 (3,235,823) $ (61,924) $ (281,344) $ — $ 194,842 Exercise of common stock options 234,132 — 3,848 — — — — 3,848 Issuance for employee stock purchase plan 11,329 — 169 — — — — 169 Vesting of RSUs and PSUs 775,904 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs (289,281) — (7,736) — — — — (7,736) Stock-based compensation — — 6,035 — — — — 6,035 Net loss — — — — — (17,426) — (17,426) Balance, March 31, 2023 37,816,843 $ 38 $ 540,389 (3,235,823) $ (61,924) $ (298,770) $ — $ 179,733 Exercise of common stock options 72,405 — 1,251 — — — — 1,251 Vesting of RSUs and PSUs 73,805 — — — — — — — Shares withheld for employee taxes upon vesting of RSUs and PSUs (9,655) — (220) — — — — (220) Stock-based compensation — — 7,072 — — — — 7,072 Other comprehensive loss, net of tax — — — — — — (38) (38) Net income — — — — — 13,007 — 13,007 Balance, June 30, 2023 37,953,398 $ 38 $ 548,492 (3,235,823) $ (61,924) $ (285,763) $ (38) $ 200,805 Common Stock In May 2015, the Company adopted the Amended and Restated 2014 Stock Incentive Plan (the “Plan”), under which an aggregate of 2,700,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus an annual increase on the first day of each fiscal year until the expiration of the Plan equal to 4% of the total number of outstanding shares of common stock on December 31 st st 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 and non-qualified options generally vest ratably over a four-year period of service and generally have a ten-year contractual life. Upon termination, vested stock options are generally exercisable for three months following the termination date, while unvested options are forfeited immediately upon termination. The Company’s RSUs granted prior to 2024 generally vest ratably over a four-year period of service. Beginning in 2024, RSUs granted by the Company vest ratably over a three-year period of service. Upon termination, unvested RSUs are forfeited immediately. Refer to Note 13, Stock-based Compensation Share Repurchases 2023 Repurchase Program In January 2023, the Company’s Board of Directors authorized the repurchase of up to $100,000 of shares of its common stock at any time or times through December 31, 2023 (the “2023 Repurchase Program”). The 2023 Repurchase Program permitted the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. In July 2023, the Company’s Board of Directors authorized an accelerated share repurchase (“ASR”) program to repurchase $50,000 of the Company’s common stock, as part of the 2023 Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $50,000 on August 7, 2023, and received 1,702,852 shares, representing 80% of the upfront payment on a price per share of $23.49, the closing price on the date the agreement was executed. The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through October 31, 2023, minus an agreed upon discount between the parties. In October 2023, the ASR agreement settled and the Company received an additional 462,442 shares, bringing the total shares repurchased pursuant to the ASR agreement to 2,165,294. In November 2023, the Company’s Board of Directors authorized a second ASR program as part of the 2023 Repurchase Program to repurchase $25,000 of the Company’s common stock. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $25,000 on November 9, 2023, and received 865,426 shares, representing 80% of the upfront payment on a price per share of $23.11, the closing price on the date the agreement was executed. The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through December 29, 2023, minus an agreed upon discount between the parties. In December 2023, the ASR agreement settled and the Company received an additional 57,349 shares, bringing the total shares repurchased pursuant to the ASR agreement to 922,775. Each ASR agreement was accounted for as two distinct transactions: (1) an immediate repurchase of common stock, recorded as a treasury stock transaction; and (2) a forward contract indexed to the Company’s own stock. The forward contracts, which represented the remaining shares to be delivered by the investment bank, were recorded as a reduction to stockholders’ equity. Both forward contracts associated with these ASR agreements were settled and not outstanding as of December 31, 2023. The 2023 Repurchase Program expired on December 31, 2023. Through December 31, 2023, the Company repurchased 3,088,069 shares at a weighted-average price of $24.29 per share for a total of $75,000 under the 2023 Repurchase Program. Repurchased shares were returned to the Company’s pool of authorized but unissued shares. The cost of repurchased shares were recorded as treasury stock in the Consolidated Balance Sheet. Shares repurchased under the 2023 Repurchase Program resulted in an immediate reduction of shares outstanding used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share. As the Company was entitled to receive additional shares of its common stock in connection with the outstanding forward contracts, the receipt of additional shares of common stock was antidilutive. Therefore, no adjustments were made in the computation of earnings per share for the period the forwards were outstanding. 2024-2025 Repurchase Program In January 2024, the Company’s Board of Directors authorized the repurchase of up to $150,000 of the Company’s common stock through June 30, 2025 (the “2024-2025 Repurchase Program”). The 2024-2025 Repurchase Program permits the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. The timing and amount of any shares purchased on the open market will be determined based on the Company’s evaluation of the market conditions, share price and other factors. The Company plans to utilize existing cash on hand to fund share repurchases. In May 2024, the Company’s Board of Directors authorized an ASR program to repurchase $35,000 of the Company’s common stock, as part of the 2024-2025 Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $35,000 on May 13, 2024, and received 888,889 shares, representing 80% of the upfront payment on a price per share of $31.50, the closing price on the date the agreement was executed. The remaining shares to be purchased by the Company was to be based on the volume-weighted average price of its common stock through July 31, 2024, minus an agreed upon discount between the parties. In July 2024, the ASR agreement settled and the Company received an additional 173,659 shares, bringing the total shares repurchased pursuant to the ASR agreement to 1,062,548. The ASR agreement was accounted for as two distinct transactions: (1) an immediate repurchase of common stock, recorded as a treasury stock transaction; and (2) a forward contract indexed to the Company’s own stock. The forward contract, which represented the remaining shares to be delivered by the investment bank, was recorded as a reduction to stockholders’ equity as of June 30, 2024. The forward contract associated with the ASR agreement was outstanding as of June 30 2024. As of June 30, 2024, the Company repurchased 888,889 shares at a weighted-average price of $31.50 per share for a total of $28,000 under the 2024-2025 Repurchase Program and the cost of repurchased shares was recorded as treasury stock in the Condensed Consolidated Balance Sheet. As of June 30, 2024, $115,000 remained available for share repurchases under the 2024-2025 Repurchase Program, which reflects the $7,000 forward contract that had not yet settled as of June 30, 2024. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock-based Compensation | |
Stock-based Compensation | 13. Stock-based Compensation Performance Share Units The Company periodically grants PSUs to certain members of the Company's senior management team. PSUs vest subject to the satisfaction of annual and cumulative performance and/or market conditions established by the Company’s Compensation Committee. A summary of the Company’s PSU activity for the six months ended June 30, 2024 and related information is as follows: Weighted-Average Shares Grant Date Fair Value Outstanding as of December 31, 2023 503,880 $ 33.13 Granted 203,000 45.06 Vested (514,050) 32.53 Forfeited (165,700) 43.12 Performance adjustment 196,550 32.58 Outstanding as of June 30, 2024 223,680 $ 37.45 The number of PSUs granted represents the target number of shares of common stock that may be earned. However, the actual number of shares earned may vary based on the satisfaction of performance criteria. The weighted-average grant date fair value of PSUs granted for the six months ended June 30, 2024, and 2023 was $45.06 and $38.71, respectively. Restricted Stock Units The Company granted RSUs to employees during the six months ended June 30, 2024. RSUs granted prior to 2024 generally vest ratably over a four-year period of service. Beginning in 2024, RSUs granted by the Company vest ratably over a three-year period of service. A summary of the Company’s RSU activity for the six months ended June 30, 2024 and related information is as follows: Weighted-Average Shares Grant Date Fair Value Outstanding as of December 31, 2023 2,443,907 $ 22.88 Granted 960,857 33.76 Vested (878,447) 23.35 Forfeited (270,847) 27.78 Outstanding as of June 30, 2024 2,255,470 $ 26.74 The weighted-average grant date fair value per share of RSUs granted for the six months ended June 30, 2024 and 2023 was $33.76 and $26.33, respectively. The total fair value of RSUs vested (measured on the date of vesting) for the six months ended June 30, 2024, and 2023 was $29,704 and $16,480, respectively. Stock Options The Company’s qualified incentive stock options and non-qualified options generally vest ratably over a four-year period and generally have a ten-year contractual life. Upon termination, vested stock options are generally exercisable for three months following the termination date, while unvested options are forfeited immediately upon termination. A summary of the Company’s stock option activity for the six months ended June 30, 2024 and related information is as follows: Weighted- Weighted- Average Average Remaining Aggregate Exercise Price Contractual Intrinsic Shares per Share Term (in years) Value Outstanding as of December 31, 2023 1,176,750 $ 19.48 4.3 $ 13,297 Exercised (482,448) 20.57 Cancelled (1,000) 27.73 Outstanding as of June 30, 2024 693,302 $ 18.71 3.9 $ 9,354 Exercisable as of June 30, 2024 692,975 $ 18.71 3.9 $ 9,350 There were no stock options granted during the six months ended June 30, 2024 and 2023. 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: (i) the first day of the purchase period; or (ii) the last day of the purchase period. During the six months ended June 30, 2024, 18,538 shares of common stock were purchased for total proceeds of $356. The expense for the three months ended June 30, 2024 and 2023 was $69 and $55, respectively. The expense for the six months ended June 30, 2024 and 2023 was $134 and $101, respectively. Stock-based Compensation Expense A summary of the allocation of the Company’s stock-based compensation expense for the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative $ 10,012 $ 7,072 $ 17,487 $ 13,107 Total stock-based compensation expense $ 10,012 $ 7,072 $ 17,487 $ 13,107 As of June 30, 2024, there was approximately $52,286 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 2.4 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 material litigation and, accordingly, does not have any other amounts recorded for any litigation related matters. Xtampza ER Litigation On March 24, 2015, Purdue sued the Company in the U.S. District Court for the District of Delaware asserting infringement of three of Purdue’s Orange Book-listed patents (Patent Nos. 7,674,799, 7,674,800, and 7,683,072) and a non-Orange Book-listed patent (Patent No. 8,652,497). The lawsuit was initiated in response to the Company filing the New Drug Application (“NDA”) for Xtampza ER as a 505(b)(2) application referencing data from Purdue’s OxyContin NDA, and under the Drug Price Competition and Patent Term Restoration Act of 1984, triggered a stay of up to 30 months before the FDA could issue a final approval for Xtampza ER, unless the stay was earlier terminated. The Delaware court transferred the case to the District of Massachusetts. After the Company filed a partial motion for judgment on the pleadings relating to the Orange Book-listed patents, the District Court of Massachusetts ordered judgment in the Company’s favor on those three patents, and dismissed the claims which lifted the 30-month Purdue subsequently filed two follow-on lawsuits asserting infringement of two patents that had been late-listed in the Orange Book and, therefore, could not trigger any stay of FDA approval: Purdue asserted infringement of Patent No. 9,073,933 in November 2015 and Patent No. 9,522,919 in April 2017. In addition, Purdue invoked two non-Orange Book-listed patents, filing suit in June 2016 asserting infringement of Patent No. 9,155,717 and in September 2017, asserting infringement of Patent No. 9,693,961. On March 13, 2018, the Company filed a Petition for Post-Grant Review (“PGR”) of the ʼ961 patent with the Patent Trial and Appeal Board (“PTAB”). The PGR argued that the ʼ961 patent is invalid. On November 21, 2017, the Court issued its claim construction ruling, construing certain claims of the ʼ933, ʼ497, and ʼ717 patents. The Court issued an order on September 28, 2018, in which it ruled that the Xtampza ER formulation does not infringe the ʼ497 and ʼ717 patents. On September 15, 2019, Purdue commenced chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of New York. Later in September 2019, Purdue gave the District Court of Massachusetts, as well as the PTAB, notice of its bankruptcy filing and sought the imposition of an automatic stay of proceedings. Both the Court and the PTAB granted Purdue’s requests to stay the pending matters. On September 1, 2020, the Bankruptcy Court entered an Order, lifting the automatic stays in both the District of Massachusetts and PTAB proceedings. On September 11, 2020, Purdue filed a motion to terminate the PTAB action on the basis that those proceedings had gone beyond the 18-month statutory period. On November 19, 2021, the PTAB: (i) denied Purdue’s motion to terminate the PGR; and (ii) issued its Final Written Decision, finding that the asserted claims of the ʼ961 patent were invalid for lack of written description and anticipation. Purdue appealed the decision to Federal Circuit, which issued its decision on November 21, 2023, affirming the authority of the PTAB to issue its Final Written Decision and upholding the PTAB’s finding of invalidity relative to the ’961 patent. Purdue has exhausted all possibility of appeal, and the judgment of invalidity of the ‘961 patent is final without further right of appeal. On April 2, 2021, the Court granted Purdue’s Motion to Lift the Stay in the District of Massachusetts that was entered following Purdue’s Notice of Bankruptcy. On April 9, 2021, Purdue filed another follow-on lawsuit asserting infringement of U.S. Patent No. 10,407,434. The Company responded to Purdue’s complaint with a motion to dismiss. On May 21, 2021, and in response to the Company’s motion to dismiss, Purdue filed an amended complaint. The Company renewed its motion to dismiss on June 4, 2021, arguing: (i) Purdue cannot, as a matter of law, state a claim for infringement under § 271(e)(2)(A); (ii) Purdue cannot, as a matter of law, state a claim for product-by-process infringement under §271(g); and (iii) Purdue has not alleged facts sufficient to support any indirect infringement theory under §271(b) or (c). The Court held a hearing on the Company’s motion to dismiss on October 13, 2021, and the motion is pending before the Court. Like the prior follow-on lawsuits, the ’434 patent litigation was consolidated into the lead case and a scheduling order was entered. On May 15, 2023, the Court issued an order that: (i) vacated the existing deadlines with respect to the ʼ933, ʼ919, and ʼ434 patents and stayed the case pending the Federal Circuit’s decision in a different litigation that invalidated certain claims of the ʼ933 and ʼ919 patents; and (ii) continued the existing stay concerning the ʼ961 patent pending resolution of Purdue’s appeal rights relating to the decision invalidating the claims of the ʼ961 patent. The Court has not set a deadline for dispositive motions or trial. The remaining patents-in-suit in the lead consolidated action in the District of Massachusetts are the ʼ933, ʼ919, ʼ434, and ʼ961 patents. Purdue has made a demand for monetary relief, and requested a judgment of infringement, an adjustment of the effective date of FDA approval, and an injunction on the sale of the Company’s products accused of infringement. The Company has denied all claims and has requested a judgment that the remaining asserted patents are invalid and/or not infringed; the Company is also seeking a judgment that the case is exceptional and has requested an award of the Company’s attorneys’ fees for defending the case. The Company plans to defend this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any. Nucynta Litigation On February 7, 2018, Purdue filed a patent infringement suit against the Company in the U.S. District Court for the District of Delaware, in which it argues that the Company’s sale of immediate-release and extended-release Nucynta infringes U.S. Patent Nos. 9,861,583, 9,867,784, and 9,872,836. On December 6, 2018, the Company filed an Amended Answer asserting an affirmative defense for patent exhaustion. On December 10, 2018, the Court granted the parties’ stipulation for resolution of the Company’s affirmative defense of patent exhaustion and stayed the action, with the exception of briefing on and resolution of the Company’s Motion for Judgment on the Pleadings related to patent exhaustion and any discovery related to that Motion. Also, on December 10, 2018, the Company filed a Rule 12(c) Motion for Judgment on the Pleadings, arguing that Purdue’s claims were barred by the doctrine of patent exhaustion. On June 19, 2019, the Court issued an order calling for discovery on a factual predicate for the patent exhaustion defense and noted that the case remained “stayed with the exception of discovery and briefing on and resolution of the Company’s anticipated motion for summary judgment based on patent exhaustion.” On September 19, 2019, Purdue notified the Court of its bankruptcy filing and sought an automatic stay of proceedings, which was granted. The Nucynta litigation currently remains subject to the bankruptcy stay. The Company plans to defend this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any. Opioid Litigation As a result of the opioid epidemic, numerous state and local governments and other entities brought suit against manufacturers, distributors, and pharmacies alleging a variety of claims related to opioid marketing and distribution practices. In late 2017, the U.S. Judicial Panel on Multidistrict Litigation ordered the consolidation of cases pending around the country in federal court against opioid manufacturers and distributors into a Multi-District Litigation (“MDL”) in the Northern District of Ohio. The Company was initially named as a defendant in 21 of the MDL cases. By April 19, 2022, all MDL cases naming the Company were dismissed or withdrawn. Outside of the MDL, several cases were filed against the Company in Arkansas, Pennsylvania, and Massachusetts state courts with allegations similar to those in the MDL related to opioid marketing and distribution practices, as well as allegations including violations of state consumer protections laws. On March 21, 2019, the Arkansas state court litigation was dismissed. On December 24, 2021, the Company entered into a settlement framework with Scott+Scott Attorneys at Law, LLP, the law firm representing plaintiffs in 27 jurisdictions filed either in Pennsylvania and Massachusetts state courts, or filed in other state courts and removed to the MDL. Pursuant to the terms of the settlement, the Company paid $2,750 in exchange for dismissal, with prejudice, of each plaintiff’s lawsuit and a release of claims related to such lawsuits. The Company is currently dismissed from all cases. The Company settled to efficiently resolve these litigations and did not admit any liability or acknowledge any wrongdoing in connection with the settlement. Opioid-Related Request and Subpoenas The Company, like several other pharmaceutical companies, has received subpoenas or civil investigative demands related to opioid sales and marketing practices, from the Offices of the Attorney General of Washington, New Hampshire, Maryland, and Massachusetts. On December 16, 2021, the Company entered into an Assurance of Discontinuance with the Massachusetts Attorney General’s Office. The Company is currently cooperating with each of the remaining states in their respective investigations. Aquestive Litigation On September 22, 2014, Reckitt Benckiser, Inc., Indivior PLC (formerly RB Pharmaceuticals Limited, “Indivior”), and Aquestive Therapeutics, Inc. (formerly MonoSol Rx, “Aquestive”) (collectively, the “RB Plaintiffs”) filed an action in the District Court in the District of New Jersey alleging patent infringement against BDSI related to its Bunavail product. The RB Plaintiffs claimed that Bunavail, whose formulation and manufacturing processes have never been disclosed publicly, infringed U.S. Patent No. 8,765,167. On January 13, 2017, Aquestive filed a complaint in the District Court for the District of New Jersey against BDSI alleging Belbuca also infringed the ’167 Patent. On March 8, 2023, the parties filed a stipulation of dismissal after agreeing to settle the dispute. Under the terms of the settlement agreement, BDSI resolved both the Bunavail and Belbuca litigations in exchange for a one-time, lump-sum payment of $8,500 to Aquestive, which was recognized as an expense included in “ selling, general and administrative expenses Litigation Related to the BDSI Acquisition On February 25, 2022, in connection with the BDSI Acquisition, a purported individual stockholder of BDSI filed a complaint in the District Court for the Southern District of New York naming as defendants BDSI and each member of its Board of Directors as of the date of the Merger Agreement (“ Stein Sanford Higley Justice “Zomber Stein Sanford Higley directly or indirectly to the Merger Agreement, the BDSI Acquisition or any related transaction, are referred to as the “Merger Litigations.” The Merger Litigations filed to date generally allege that the Schedule 14D-9 is materially incomplete and misleading. The Merger Litigations assert violations of Section 14(e) of the Exchange Act and violations of Section 20(a) of the Exchange Act against BDSI’s Board of Directors. The Merger Litigations seek, among other things: an injunction enjoining consummation of the Merger, rescission of the Merger Agreement, a declaration that BDSI and its Board of Directors violated Sections 14(e) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, damages, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper. In addition, between February and March of 2022, BDSI received demand letters from three purported stockholders of BDSI seeking to inspect certain books and records of BDSI related to the Merger (collectively, the “Inspection Letters”). In March 2022, BDSI received demand letters from four purported stockholders alleging that the Schedule 14D-9 omits purportedly material information relating to the Merger (collectively, the “Demand Letters”). Plaintiffs in the Higley, Zomber, and Justice Sanford Stein While the Company believes that the remaining Merger Litigations, Inspection Letters, and Demand Letters are without merit and that the disclosures in the Schedule 14D-9 comply fully with applicable law, solely in order to avoid the expense and distraction of litigation, BDSI previously determined to voluntarily supplement the Schedule 14D-9 with certain supplemental disclosures set forth in BDSI’s Schedule 14D-9 filed with the SEC on March 11, 2022 (the “Supplemental Disclosures”). The Company and BDSI believe that the Supplemental Disclosures mooted all allegations or concerns raised in the Merger Litigations, Inspection Letters, and Demand Letters. Alvogen On September 7, 2018, BDSI filed a complaint for patent infringement in District Court for the District of Delaware against Alvogen Pb Research & Development LLC, Alvogen Malta Operations Ltd., Alvogen Pine Brook LLC, Alvogen, Incorporated, and Alvogen Group, Incorporated (collectively, “Alvogen”), asserting that Alvogen infringed BDSI’s Orange Book-listed patents for Belbuca, including U.S. Patent Nos. 8,147,866, 9,655,843 and 9,901,539 (collectively, “the BEMA patents”) abbreviated New Drug Application (“ANDA”) A three-day bench trial was held from March 1-3, 2021. On December 20, 2021, the Court issued an opinion upholding the validity of certain claims in BDSI’s ʼ866 patent and certain claims in the ’539 patent. The Court entered final judgment on January 21, 2022 upholding the validity of claims of the ’866 and ’539 patents and thereby extended the effective date of any final approval by the FDA of Alvogen’s ANDA until December 21, 2032, (the expiration date of the ’539 patent) and enjoining Alvogen from commercially launching its ANDA products until December 21, 2032. Alvogen filed a motion to stay certain provisions of the final judgment. BDSI filed an opposition to Alvogen’s request for a stay. The Court retained jurisdiction to decide BDSI’s motion for contempt, which was filed on September 21, 2021. Alvogen filed a notice of appeal to the Federal Circuit seeking to reverse the Court’s final judgment. Separately, BDSI filed a cross-appeal to the Federal Circuit seeking to reverse the Court’s opinion that claims 3 and 10 of the ʼ866 patent and claims 8, 9 and 20 of the ’843 patent are invalid and thus, Alvogen is not liable for infringement of those claims, as well as any other ruling decided adversely to BDSI. On December 21, 2022, the Federal Circuit affirmed the district court judgment that certain claims of the ʼ866 and ʼ539 patent were not invalid as obvious. The Federal Circuit also vacated the district court’s judgment that certain claims of the ʼ866 and ʼ843 patent were invalid as obvious and remanded to the district court for further proceedings. The mandate issued on February 10, 2023. As it has done in the past, the Company intends to vigorously defend its intellectual property against assertions of invalidity or non-infringement. Chemo Research, S.L. On March 1, 2019, BDSI filed a complaint for patent infringement in the Delaware against Chemo Research, S.L., Insud Pharma S.L., IntelGenx Corp., and IntelGenx Technologies Corp. (collectively, the “Chemo Defendants”), asserting that the Chemo Defendants infringe the BEMA patents. This complaint followed receipt by BDSI on January 31, 2019, of a Notice Letter from Chemo Research S.L. stating that it had filed with the FDA an ANDA containing a Paragraph IV Patent Certification, for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, and 900 mcg. Chemo agreed to be bound by the decision of the Court with respect to the validity of the BEMA patents as disputed between BDSI and Alvogen. Accordingly, the December 20, 2021 ruling of the Court upholding the validity of certain claims of the BEMA patents is binding upon Chemo. In March 2022, the Court vacated the bench trial set to begin April 25, 2022 to address the remaining Chemo infringement claims. The Court has not yet set a new trial date. On August 1, 2022, BDSI received a second Paragraph IV certification notice letter from Chemo indicating it amended its ANDA to: (i) withdraw its generic version of the 75 mcg and 150 mcg strengths of Belbuca; and (ii) include its generic version of the 600 mcg and 750 mcg strengths of Belbuca, in addition to the 300 mcg, 450 mcg, and 900 mcg strengths identified in the first Chemo Paragraph IV certification notice letter. In response, BDSI filed a complaint for patent infringement in Federal District Court for the District of Delaware. Chemo answered the complaint on December 1, 2022. The Court has not yet set a schedule for this litigation. On August 24, 2022, the Court instructed the parties to update the Court at such time as the FDA addresses Chemo's July 29, 2022 response to the FDA. On February 8, 2023, the Court denied Chemo’s request for a trial date in Spring 2023, and again instructed the parties to update the Court at such time as the FDA addresses Chemo’s July 29, 2022 response to the FDA. Chemo received a complete response letter with respect to its July 29, 2022 ANDA in April 2023. Chemo submitted a further amended ANDA to FDA in September 2023. On May 30, 2024, the parties submitted a Joint Status Report to the Court providing that Chemo received a fourth Complete Response Letter on March 27, 2024. BDSI requested that the Court stay the litigation, whereas Chemo asked the court to maintain the status quo because the Court had not yet set a trial date. The Court has taken no action in response to the parties’ Joint Status Letter. The Company plans to litigate this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The Company is subject to U.S. federal and state income taxes. The income tax provision for interim periods reflects the Company’s estimate of the annual effective tax rate expected to be applicable for the full fiscal year, adjusted for any discrete events which are recorded in the period in which they occur. The following table presents information regarding the Company’s income tax expense recognized for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Provision for income taxes $ 9,491 $ 4,790 $ 18,400 $ 4,659 Effective tax rate 32.6 % 26.9 % 28.0 % 1,941.3 % The provision for income taxes for the three and six months ended June 30, 2024 reflects the estimated annual effective tax rate as adjusted for the discrete nondeductible costs associated with the debt extinguishment that occurred during the three months ended June 30, 2024, partially offset by discrete excess tax benefits from stock-based compensation awards. The non-deductible costs from the debt extinguishment that occurred during the three and six months ended June 30, 2024 were $6,868. The provision for income taxes for the three months ended June 30, 2023 reflects the estimated annual effective tax rate. The provision for income taxes for the six months ended June 30, 2023 was impacted by discrete nondeductible costs associated with the debt extinguishment that occurred in the three months ended March 31, 2023, partially offset by discrete excess tax benefits related to stock-based compensation awards. The nondeductible costs from the debt extinguishment that occurred in the three months ended March 31, 2023 were $21,238. The Company provides a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In determining the extent to which a valuation allowance for deferred tax assets is required, the Company evaluates all available evidence including projections of future taxable income, carry back opportunities, reversal of certain deferred tax liabilities, and other tax planning strategies. The Company has maintained a valuation allowance on the portion of its deferred tax assets that are not more likely than not to be realized due to tax limitation or other conditions as of June 30, 2024. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events Ironshore Therapeutics, Inc. Acquisition On July 28, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Carrera Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of the Company (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), Ironshore and Shareholder Representative Services LLC, a Colorado limited liability company, acting solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of the Ironshore. Pursuant to the Merger Agreement, Merger Sub will merge with and into Ironshore and Ironshore (i) will continue as the surviving company in the Merger (the “Surviving Company”), and (ii) become a wholly-owned subsidiary of the Company (the “Ironshore Acquisition”). Pursuant to the terms of the Merger Agreement, the aggregate initial merger consideration will be approximately $525,000 in cash, subject to customary adjustments. Following the closing of the Ironshore Acquisition, the Merger Agreement provides for one potential commercial milestone payment of $25,000 in cash to be made to Ironshore securityholders upon the achievement of such milestone. The all-cash upfront consideration will be funded by a combination of the Company’s existing cash and the 2024 Term Loan (as defined below). The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. Second Amended and Restated Loan Agreement On July 28, 2024, the Company entered into a Second Amended and Restated Loan Agreement by and among the Company, certain of its subsidiaries party thereto as guarantors, BioPharma Credit PLC as collateral agent, and BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (investment funds managed by Pharmakon Advisors, LP) as the lenders (the “Lenders”) party thereto (the “2024 Loan Agreement”). The Loan Agreement provides for a $645,833 secured term loan (the “2024 Term Loan”), consisting of a $320,833 initial term loan and a $325,000 delayed draw term loan. On the effective date of the 2024 Loan Agreement, the Company used the proceeds of the initial term loan to refinance in full all outstanding indebtedness under the 2022 Term Loan. On the closing date of the Ironshore Acquisition, the Company will use the proceeds of the delayed draw term loan to fund a portion of the consideration to complete the Ironshore Acquisition, pay fees and expenses in connection with the Ironshore Acquisition and the 2024 Loan Agreement, and the remainder for general corporate purposes. The 2024 Term Loan is scheduled to mature on July 28, 2029 (provided, however, that if the aggregate principal amount outstanding under the 2029 Convertibles Notes is more than $50,000 as of November 18, 2028, then the 2024 Term Loan will mature on November 18, 2028) and is guaranteed by certain of the Company’s material subsidiaries. The 2024 Term Loan is secured by substantially all of the assets of the Company and its material subsidiaries. The 2024 Term Loan will bear an annual interest rate equal to: (i) until September 30, 2024, term SOFR plus a spread adjustment of The 2024 Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, covenants that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business. Failure to comply with these covenants would constitute an event of default under the 2024 Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations. The 2024 Loan Agreement also includes various customary remedies for secured lenders following an event of default, including the acceleration of the outstanding amounts under the 2024 Loan Agreement and enforcement upon the collateral securing obligations under the 2024 Loan Agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 19,606 | $ 27,713 | $ 13,007 | $ (17,426) | $ 47,319 | $ (4,419) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Amended | false |
Non-Rule 10b5-1 Arrangement Amended | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Collegium Pharmaceutical, Inc. (a Virginia corporation) and its subsidiaries. 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 June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 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, discounts and allowances related to commercial sales of products, estimates related to the fair value of assets acquired and liabilities assumed, including acquired intangible assets and the fair value of inventory acquired, estimates utilized in the ongoing valuation of inventory related to potential unsaleable product, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of intangible assets and deferred tax valuation allowances. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s most recently filed annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). There were no significant changes in the Company’s significant accounting policies from those described in the Company’s Annual Report. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements New accounting pronouncements are issued periodically by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as required by the specified effective dates. The Company has not been required to adopt any accounting standards that had a significant impact on its Condensed Consolidated Financial Statements during the six months ended June 30, 2024. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07 , Segment Reporting (Topic 280). The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contracts with Customers | |
Summary of product revenue provision and allowance | The following tables summarize activity in each of the Company’s product revenue provision and allowance categories for the six months ended June 30, 2024 and 2023: Trade Rebates and Product Allowances and Incentives (1) Returns (2) Chargebacks (3) Balance as of December 31, 2023 $ 149,826 $ 77,505 $ 20,917 Provision related to current period sales 197,088 19,937 79,615 Changes in estimate related to prior period sales 325 2,406 (79) Credits/payments made (192,073) (18,806) (78,578) Balance as of June 30, 2024 $ 155,166 $ 81,042 $ 21,875 Trade Rebates and Product Allowances and Incentives (1) Returns (2) Chargebacks (3) Balance as of December 31, 2022 $ 156,937 $ 73,554 $ 22,058 Provision related to current period sales 211,709 20,958 73,382 Changes in estimate related to prior period sales (1,623) 1,230 593 Credits/payments made (227,167) (22,509) (73,076) Balance as of June 30, 2023 $ 139,856 $ 73,233 $ 22,957 (1) Provisions for rebates and incentives include managed care rebates, government rebates and co-pay program incentives. Provisions for rebates and incentives are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets. (2) Provisions for product returns are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets. (3) Provisions for trade allowances and chargebacks include fees for distribution service fees, prompt pay discounts, and chargebacks. Trade allowances and chargebacks are deducted from gross revenue at the time revenues are recognized and are recorded as a reduction to accounts receivable in the Company’s Condensed Consolidated Balance Sheets. |
Schedule of disaggregation of revenue | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Belbuca $ 52,198 $ 43,136 $ 102,861 $ 87,348 Xtampza ER 44,571 41,245 90,384 89,114 Nucynta IR 25,203 28,158 51,163 56,057 Nucynta ER 19,272 19,171 38,458 40,307 Symproic 4,032 3,836 7,333 7,487 Total product revenues, net $ 145,276 $ 135,546 $ 290,199 $ 280,313 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share | |
Schedule of computations of basic and diluted net (loss) per share | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ 19,606 $ 13,007 $ 47,319 $ (4,419) Adjustment for interest expense recognized on convertible senior notes 1,477 1,677 2,942 — Net income (loss) - diluted $ 21,083 $ 14,684 $ 50,261 $ (4,419) Denominator: Weighted-average shares outstanding — basic 32,433,025 34,622,284 32,379,807 34,471,624 Effect of dilutive securities: Stock options 393,128 236,426 430,273 — Restricted stock units 949,383 481,478 1,093,741 — Performance share units — — — — Employee stock purchase plan 1,853 660 817 — Convertible senior notes 6,606,305 7,509,104 6,606,305 — Weighted average shares outstanding — diluted 40,383,694 42,849,952 40,510,943 34,471,624 Earnings (loss) per share — basic $ 0.60 $ 0.38 $ 1.46 $ (0.13) Earnings (loss) per share — diluted $ 0.52 $ 0.34 $ 1.24 $ (0.13) |
Schedule of dilutive securities excluded from the calculation of diluted earnings per share | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options — 751,930 — 1,368,968 Restricted stock units 5,150 1,073,613 6,200 2,522,025 Performance share units 223,680 503,880 223,680 503,880 Convertible senior notes — — — 7,509,104 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) June 30, 2024 Cash equivalents: Money market funds $ 21,208 $ 21,208 $ — $ — Commercial paper 997 — 997 — Marketable securities: Corporate debt securities 62,428 — 62,428 — U.S. Treasury securities 22,935 — 22,935 — Government-sponsored securities 7,491 — 7,491 — Commercial paper 5,883 — 5,883 — Total assets measured at fair value $ 120,942 $ 21,208 $ 99,734 $ — December 31, 2023 Cash equivalents: Money market funds $ 77,299 $ 77,299 $ — $ — U.S. Treasury securities 4,729 — 4,729 — Marketable securities: Corporate debt securities 41,612 — 41,612 — U.S. Treasury securities 25,468 — 25,468 — Government-sponsored securities 4,521 — 4,521 — Total assets measured at fair value $ 153,629 $ 77,299 $ 76,330 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Marketable Securities | |
Schedule of available-for-sale securities | June 30, December 31, 2024 2023 Cash and cash equivalents $ 997 $ 4,729 Marketable securities 98,737 71,601 Total $ 99,734 $ 76,330 The following table summarizes the available-for-sale securities held as of June 30, 2024 and December 31, 2023: June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 62,603 $ 6 $ (181) $ 62,428 U.S. Treasury securities 22,938 — (3) 22,935 Government-sponsored securities 7,492 3 (4) 7,491 Commercial paper 6,883 — (3) 6,880 Total $ 99,916 $ 9 $ (191) $ 99,734 December 31, 2023 Corporate debt securities $ 41,610 $ 47 $ (45) $ 41,612 U.S. Treasury securities 30,189 8 — 30,197 Government-sponsored securities 4,517 4 — 4,521 Total $ 76,316 $ 59 $ (45) $ 76,330 |
Schedule of contractual maturities of available-for-sale securities other than investments in money market funds | June 30, December 31, 2024 2023 Matures within one year $ 62,076 $ 61,672 Matures after one year through five years 37,658 14,658 Total $ 99,734 $ 76,330 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Schedule of Inventory | June 30, December 31, 2024 2023 Raw materials $ 7,152 $ 10,384 Work in process 5,926 6,740 Finished goods 14,784 15,208 Total inventory $ 27,862 $ 32,332 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets | |
Schedule of cost, accumulated amortization and carrying amount of intangible assets | June 30, 2024 December 31, 2023 Cost Accumulated Amortization Carrying Amount Cost Accumulated Amortization Carrying Amount Belbuca $ 360,000 $ (171,517) $ 188,483 $ 360,000 $ (133,821) $ 226,179 Nucynta Products 521,170 (410,400) 110,770 521,170 (382,710) 138,460 Symproic 70,000 (16,577) 53,423 70,000 (12,931) 57,069 Total intangible assets $ 951,170 $ (598,494) $ 352,676 $ 951,170 $ (529,462) $ 421,708 |
Summary of amortization expense | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Belbuca $ 18,848 $ 18,846 $ 37,696 $ 37,695 Nucynta Products 13,845 16,795 27,690 33,591 Symproic 1,822 1,822 3,646 3,643 Total amortization expense $ 34,515 $ 37,463 $ 69,032 $ 74,929 |
Schedule of future amortization expenses | As of June 30, 2024, the remaining amortization expense expected to be recognized is as follows: Years ended December 31, Belbuca Nucynta Products Symproic Total 2024 $ 37,697 $ 27,694 $ 3,639 $ 69,030 2025 75,393 55,384 7,285 138,062 2026 75,393 27,692 7,285 110,370 2027 — — 7,285 7,285 2028 — — 7,285 7,285 Thereafter — — 20,644 20,644 Remaining amortization expense $ 188,483 $ 110,770 $ 53,423 $ 352,676 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities | |
Schedule of components of accrued liabilities | June 30, December 31, 2024 2023 Accrued royalties $ 13,452 $ 14,198 Accrued product taxes and fees 5,985 5,013 Accrued payroll and related benefits 4,259 1,511 Accrued interest 2,594 2,853 Accrued bonuses 2,478 4,987 Accrued sales and marketing 2,185 1,198 Accrued inventory 1,815 — Accrued audit and legal 1,457 700 Accrued incentive compensation 1,412 1,375 Accrued income taxes 532 2,136 Accrued other operating costs 2,557 3,600 Total accrued liabilities $ 38,726 $ 37,571 |
Term Notes Payable (Tables)
Term Notes Payable (Tables) - 2022 Term Loan | 6 Months Ended |
Jun. 30, 2024 | |
Debt Instrument [Line Items] | |
Schedule of total interest expense recognized related to the 2022 term loan | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 12,104 $ 17,688 $ 25,755 $ 35,343 Amortization of debt issuance costs 1,318 1,963 2,798 3,987 Total interest expense $ 13,422 $ 19,651 $ 28,553 $ 39,330 |
Schedule of future minimum payments | As of June 30, 2024, principal repayments under the 2022 Term Loan were as follows: Years ended December 31, Principal Payments 2024 $ 91,666 2025 183,333 2026 45,834 Total before unamortized discount and issuance costs $ 320,833 Less: unamortized discount and issuance costs (4,655) Term notes carrying value $ 316,178 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) - Convertible senior notes | 6 Months Ended |
Jun. 30, 2024 | |
Debt Instrument [Line Items] | |
Schedule of convertible notes outstanding | As of June 30, 2024, the outstanding balance of the 2029 Convertible Notes consisted of the following: 2029 Convertible Notes Principal $ 241,500 Less: unamortized issuance costs (4,850) Net carrying amount $ 236,650 |
Schedule of future minimum payments | As of June 30, 2024, the future minimum payments on the 2029 Convertible Notes were as follows: Years ended December 31, 2029 Convertible Notes 2024 $ 3,471 2025 6,943 2026 6,943 2027 6,943 2028 6,943 Thereafter 244,972 Total minimum payments $ 276,215 Less: interest (34,715) Less: unamortized issuance costs (4,850) Convertible Notes carrying value $ 236,650 |
Schedule of total interest expense recognized related to the convertible notes | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 1,879 $ 1,909 $ 3,787 $ 3,388 Amortization of debt issuance costs 286 298 586 561 Total interest expense $ 2,165 $ 2,207 $ 4,373 $ 3,949 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity | |
Summary of changes in Shareholders' Equity | The changes in shareholders’ equity for the three and six months ended June 30, 2024 were as follows: Additional Accumulated Other Total Common Stock Paid- In Treasury Stock Accumulated Comprehensive Shareholders’ Shares Amount Capital Shares Amount Deficit Income (Loss) Equity Balance, December 31, 2023 38,192,441 $ 38 $ 565,949 (6,323,892) $ (137,381) $ (233,189) $ 14 $ 195,431 Exercise of common stock options 200,200 — 4,205 — — — — 4,205 Issuance for employee stock purchase plan 18,538 — 356 — — — — 356 Vesting of RSUs and PSUs 1,000,357 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs (381,897) — (12,874) — — — — (12,874) Stock-based compensation — — 7,475 — — — — 7,475 Other comprehensive loss, net of tax — — — — — — (138) (138) Net income — — — — — 27,713 — 27,713 Balance, March 31, 2024 39,029,639 $ 39 $ 565,111 (6,323,892) $ (137,381) $ (205,476) $ (124) $ 222,169 Exercise of common stock options 282,248 1 5,727 — — — — 5,728 Vesting of RSUs and PSUs 392,140 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs (171,669) (1) (5,874) — — — — (5,875) Share repurchases from ASR agreement — — (7,000) (888,889) (28,000) — — (35,000) Stock-based compensation — — 10,012 — — — — 10,012 Other comprehensive loss, net of tax — — — — — — (58) (58) Net income — — — — — 19,606 — 19,606 Balance, June 30, 2024 39,532,358 $ 40 $ 567,976 (7,212,781) $ (165,381) $ (185,870) $ (182) $ 216,583 The changes in shareholders’ equity for the three and six months ended June 30, 2023 were as follows: Additional Accumulated Other Total Common Stock Paid- In Treasury Stock Accumulated Comprehensive Shareholders’ Shares Amount Capital Shares Amount Deficit Income (Loss) Equity Balance, December 31, 2022 37,084,759 $ 37 $ 538,073 (3,235,823) $ (61,924) $ (281,344) $ — $ 194,842 Exercise of common stock options 234,132 — 3,848 — — — — 3,848 Issuance for employee stock purchase plan 11,329 — 169 — — — — 169 Vesting of RSUs and PSUs 775,904 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs (289,281) — (7,736) — — — — (7,736) Stock-based compensation — — 6,035 — — — — 6,035 Net loss — — — — — (17,426) — (17,426) Balance, March 31, 2023 37,816,843 $ 38 $ 540,389 (3,235,823) $ (61,924) $ (298,770) $ — $ 179,733 Exercise of common stock options 72,405 — 1,251 — — — — 1,251 Vesting of RSUs and PSUs 73,805 — — — — — — — Shares withheld for employee taxes upon vesting of RSUs and PSUs (9,655) — (220) — — — — (220) Stock-based compensation — — 7,072 — — — — 7,072 Other comprehensive loss, net of tax — — — — — — (38) (38) Net income — — — — — 13,007 — 13,007 Balance, June 30, 2023 37,953,398 $ 38 $ 548,492 (3,235,823) $ (61,924) $ (285,763) $ (38) $ 200,805 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock-based Compensation | |
Summary of performance share units activity | Weighted-Average Shares Grant Date Fair Value Outstanding as of December 31, 2023 503,880 $ 33.13 Granted 203,000 45.06 Vested (514,050) 32.53 Forfeited (165,700) 43.12 Performance adjustment 196,550 32.58 Outstanding as of June 30, 2024 223,680 $ 37.45 |
Summary of restricted stock units activity | Weighted-Average Shares Grant Date Fair Value Outstanding as of December 31, 2023 2,443,907 $ 22.88 Granted 960,857 33.76 Vested (878,447) 23.35 Forfeited (270,847) 27.78 Outstanding as of June 30, 2024 2,255,470 $ 26.74 |
Summary of stock option activity | Weighted- Weighted- Average Average Remaining Aggregate Exercise Price Contractual Intrinsic Shares per Share Term (in years) Value Outstanding as of December 31, 2023 1,176,750 $ 19.48 4.3 $ 13,297 Exercised (482,448) 20.57 Cancelled (1,000) 27.73 Outstanding as of June 30, 2024 693,302 $ 18.71 3.9 $ 9,354 Exercisable as of June 30, 2024 692,975 $ 18.71 3.9 $ 9,350 |
Summary of stock-based compensation | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative $ 10,012 $ 7,072 $ 17,487 $ 13,107 Total stock-based compensation expense $ 10,012 $ 7,072 $ 17,487 $ 13,107 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Schedule of income tax benefit recognized | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Provision for income taxes $ 9,491 $ 4,790 $ 18,400 $ 4,659 Effective tax rate 32.6 % 26.9 % 28.0 % 1,941.3 % |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Disaggregation of Revenue [Line Items] | |
Practical expedient incremental cost | true |
Returns policy, threshold product return period (in months) | 18 months |
Returns policy, threshold product return period prior to expiration (in months) | 6 months |
Returns policy, threshold product return period after expiration (in months) | 12 months |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Term of payment received (in days) | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Term of payment received (in days) | 90 days |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Product Revenue Provision and Allowance Categories (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Rebates and Incentives | ||
Allowance categories | ||
Balance as of beginning of the period | $ 149,826 | $ 156,937 |
Provision related to current period sales | 197,088 | 211,709 |
Changes in estimate related to prior period sales | 325 | (1,623) |
Credits/payments made | (192,073) | (227,167) |
Balance as of end of the period | 155,166 | 139,856 |
Product Returns | ||
Allowance categories | ||
Balance as of beginning of the period | 77,505 | 73,554 |
Provision related to current period sales | 19,937 | 20,958 |
Changes in estimate related to prior period sales | 2,406 | 1,230 |
Credits/payments made | (18,806) | (22,509) |
Balance as of end of the period | 81,042 | 73,233 |
Trade Allowances and Chargebacks | ||
Allowance categories | ||
Balance as of beginning of the period | 20,917 | 22,058 |
Provision related to current period sales | 79,615 | 73,382 |
Changes in estimate related to prior period sales | (79) | 593 |
Credits/payments made | (78,578) | (73,076) |
Balance as of end of the period | $ 21,875 | $ 22,957 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Total product revenues, net | $ 145,276 | $ 135,546 | $ 290,199 | $ 280,313 |
Belbuca | ||||
Disaggregation of Revenue | ||||
Total product revenues, net | 52,198 | 43,136 | 102,861 | 87,348 |
Xtampza ER | ||||
Disaggregation of Revenue | ||||
Total product revenues, net | 44,571 | 41,245 | 90,384 | 89,114 |
Nucynta IR | ||||
Disaggregation of Revenue | ||||
Total product revenues, net | 25,203 | 28,158 | 51,163 | 56,057 |
Nucynta ER | ||||
Disaggregation of Revenue | ||||
Total product revenues, net | 19,272 | 19,171 | 38,458 | 40,307 |
Symproic | ||||
Disaggregation of Revenue | ||||
Total product revenues, net | $ 4,032 | $ 3,836 | $ 7,333 | $ 7,487 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Dilutive Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Apr. 11, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 13, 2020 | |
EARNINGS PER SHARE | ||||||||
Net income (loss) | $ 19,606 | $ 27,713 | $ 13,007 | $ (17,426) | $ 47,319 | $ (4,419) | ||
Adjustment for interest expense recognized on convertible senior notes: | 1,477 | 1,677 | 2,942 | |||||
Net income (loss) - diluted | $ 21,083 | $ 14,684 | $ 50,261 | $ (4,419) | ||||
Weighted-average shares outstanding - basic (in shares) | 32,433,025 | 34,622,284 | 32,379,807 | 34,471,624 | ||||
Effect of dilutive securities, Convertible senior notes (in shares) | 6,606,305 | 7,509,104 | 6,606,305 | |||||
Weighted-average shares outstanding - diluted (in shares) | 40,383,694 | 42,849,952 | 40,510,943 | 34,471,624 | ||||
Earnings (loss) per share - basic (in $ per share) | $ 0.60 | $ 0.38 | $ 1.46 | $ (0.13) | ||||
Earnings (loss) per share - diluted (in $ per share) | $ 0.52 | $ 0.34 | $ 1.24 | $ (0.13) | ||||
2026 Convertible Notes | ||||||||
EARNINGS PER SHARE | ||||||||
Aggregate principal amount of notes repurchased | $ 26,350 | $ 117,400 | ||||||
Interest rate (as a percent) | 2.625% | 2.625% | ||||||
Convertible shares included in diluted earnings per share | 902,799,000 | |||||||
Employee Stock Option | ||||||||
EARNINGS PER SHARE | ||||||||
Effect of dilutive securities, share-based compensation (in shares) | 393,128 | 236,426 | 430,273 | |||||
Restricted stock units | ||||||||
EARNINGS PER SHARE | ||||||||
Effect of dilutive securities, share-based compensation (in shares) | 949,383 | 481,478 | 1,093,741 | |||||
Employee stock purchase plan. | ||||||||
EARNINGS PER SHARE | ||||||||
Effect of dilutive securities, share-based compensation (in shares) | 1,853 | 660 | 817 |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Stock Option | ||||
Anti-dilutive securities | ||||
Dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 751,930 | 1,368,968 | ||
Restricted stock units | ||||
Anti-dilutive securities | ||||
Dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 5,150 | 1,073,613 | 6,200 | 2,522,025 |
Performance share units | ||||
Anti-dilutive securities | ||||
Dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 223,680 | 503,880 | 223,680 | 503,880 |
Convertible senior notes | ||||
Anti-dilutive securities | ||||
Dilutive securities excluded from the calculation of diluted earnings per share (in shares) | 7,509,104 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Apr. 11, 2024 | Dec. 31, 2023 | Feb. 10, 2023 | Feb. 13, 2020 | |
Marketable securities | $ 98,737 | $ 71,601 | ||||
Total assets measured at fair value | 120,942 | 153,629 | ||||
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 | ||||
Corporate debt securities | ||||||
Marketable securities | 62,428 | 41,612 | ||||
U.S. Treasury securities | ||||||
Marketable securities | 22,935 | 25,468 | ||||
Government-sponsored securities | ||||||
Marketable securities | 7,491 | 4,521 | ||||
Commercial paper | ||||||
Marketable securities | 5,883 | |||||
Money market funds | ||||||
Cash equivalents | 21,208 | 77,299 | ||||
Commercial paper | ||||||
Cash equivalents | 997 | |||||
U.S. Treasury securities | ||||||
Cash equivalents | 4,729 | |||||
Quoted Prices in active markets (Level 1) | ||||||
Total assets measured at fair value | 21,208 | 77,299 | ||||
Quoted Prices in active markets (Level 1) | Money market funds | ||||||
Cash equivalents | 21,208 | 77,299 | ||||
Significant other observable inputs (Level 2) | ||||||
Total assets measured at fair value | 99,734 | 76,330 | ||||
Significant other observable inputs (Level 2) | Corporate debt securities | ||||||
Marketable securities | 62,428 | 41,612 | ||||
Significant other observable inputs (Level 2) | U.S. Treasury securities | ||||||
Marketable securities | 22,935 | 25,468 | ||||
Significant other observable inputs (Level 2) | Government-sponsored securities | ||||||
Marketable securities | 7,491 | 4,521 | ||||
Significant other observable inputs (Level 2) | Commercial paper | ||||||
Marketable securities | 5,883 | |||||
Significant other observable inputs (Level 2) | Commercial paper | ||||||
Cash equivalents | 997 | |||||
Significant other observable inputs (Level 2) | U.S. Treasury securities | ||||||
Cash equivalents | $ 4,729 | |||||
2026 Convertible Notes | ||||||
Interest rate (as a percent) | 2.625% | 2.625% | ||||
2029 Convertible Notes | ||||||
Interest rate (as a percent) | 2.875% | |||||
Net carrying value | $ 236,650 | |||||
2029 Convertible Notes | Significant other observable inputs (Level 2) | ||||||
Interest rate (as a percent) | 2.875% | |||||
Convertible senior notes, fair value | $ 269,652 | |||||
Net carrying value | $ 236,650 |
Marketable Securities - Balance
Marketable Securities - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Marketable Securities | ||
Available-for-sale | $ 99,734 | $ 76,330 |
Cash and cash equivalents | ||
Marketable Securities | ||
Available-for-sale | 997 | 4,729 |
Marketable Securities | ||
Marketable Securities | ||
Available-for-sale | $ 98,737 | $ 71,601 |
Marketable securities - Compone
Marketable securities - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Marketable securities | ||
Amortized Cost | $ 99,916 | $ 76,316 |
Gross Unrealized Gains | 9 | 59 |
Gross Unrealized Losses | (191) | (45) |
Fair Value | 99,734 | 76,330 |
Corporate debt securities | ||
Marketable securities | ||
Amortized Cost | 62,603 | 41,610 |
Gross Unrealized Gains | 6 | 47 |
Gross Unrealized Losses | (181) | (45) |
Fair Value | 62,428 | 41,612 |
U.S. Treasury securities | ||
Marketable securities | ||
Amortized Cost | 22,938 | 30,189 |
Gross Unrealized Gains | 8 | |
Gross Unrealized Losses | (3) | |
Fair Value | 22,935 | 30,197 |
Government-sponsored securities | ||
Marketable securities | ||
Amortized Cost | 7,492 | 4,517 |
Gross Unrealized Gains | 3 | 4 |
Gross Unrealized Losses | (4) | |
Fair Value | 7,491 | $ 4,521 |
Commercial paper | ||
Marketable securities | ||
Amortized Cost | 6,883 | |
Gross Unrealized Losses | (3) | |
Fair Value | $ 6,880 |
Marketable Securities - Contrac
Marketable Securities - Contractual maturities of available-for-sale securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Marketable Securities | ||
Matures within one year | $ 62,076 | $ 61,672 |
Matures after one year through five years | 37,658 | 14,658 |
Total | $ 99,734 | $ 76,330 |
Marketable Securities - Narrati
Marketable Securities - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Marketable Securities | ||
Proceeds from sale of marketable securities | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Raw materials | $ 7,152 | $ 7,152 | $ 10,384 | ||
Work in process | 5,926 | 5,926 | 6,740 | ||
Finished goods | 14,784 | 14,784 | 15,208 | ||
Total inventory | 27,862 | 27,862 | $ 32,332 | ||
Cost of product revenues | |||||
Expenses related to excess and obsolete inventory | $ 60 | $ 155 | $ 433 | $ 1,061 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill | ||
Goodwill | $ 133,857 | $ 133,857 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Cost, accumulated amortization, and carrying amount of intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets | ||
Cost | $ 951,170 | $ 951,170 |
Accumulated Amortization | (598,494) | (529,462) |
Carrying Amount | 352,676 | 421,708 |
Belbuca | ||
Goodwill and Intangible Assets | ||
Cost | 360,000 | 360,000 |
Accumulated Amortization | (171,517) | (133,821) |
Carrying Amount | 188,483 | 226,179 |
Nucynta Products | ||
Goodwill and Intangible Assets | ||
Cost | 521,170 | 521,170 |
Accumulated Amortization | (410,400) | (382,710) |
Carrying Amount | 110,770 | 138,460 |
Symproic | ||
Goodwill and Intangible Assets | ||
Cost | 70,000 | 70,000 |
Accumulated Amortization | (16,577) | (12,931) |
Carrying Amount | $ 53,423 | $ 57,069 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets | ||||
Amortization expense | $ 34,515 | $ 37,463 | $ 69,032 | $ 74,929 |
Belbuca | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | 18,848 | 18,846 | 37,696 | 37,695 |
Nucynta Products | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | 13,845 | 16,795 | 27,690 | 33,591 |
Symproic | ||||
Goodwill and Intangible Assets | ||||
Amortization expense | $ 1,822 | $ 1,822 | $ 3,646 | $ 3,643 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets | ||
2024 | $ 69,030 | |
2025 | 138,062 | |
2026 | 110,370 | |
2027 | 7,285 | |
2028 | 7,285 | |
Thereafter | 20,644 | |
Carrying Amount | 352,676 | $ 421,708 |
Belbuca | ||
Goodwill and Intangible Assets | ||
2024 | 37,697 | |
2025 | 75,393 | |
2026 | 75,393 | |
Carrying Amount | 188,483 | 226,179 |
Nucynta Products | ||
Goodwill and Intangible Assets | ||
2024 | 27,694 | |
2025 | 55,384 | |
2026 | 27,692 | |
Carrying Amount | 110,770 | 138,460 |
Symproic | ||
Goodwill and Intangible Assets | ||
2024 | 3,639 | |
2025 | 7,285 | |
2026 | 7,285 | |
2027 | 7,285 | |
2028 | 7,285 | |
Thereafter | 20,644 | |
Carrying Amount | $ 53,423 | $ 57,069 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities | ||
Accrued royalties | $ 13,452 | $ 14,198 |
Accrued product taxes and fees | 5,985 | 5,013 |
Accrued payroll and related benefits | 4,259 | 1,511 |
Accrued interest | 2,594 | 2,853 |
Accrued bonuses | 2,478 | 4,987 |
Accrued sales and marketing | 2,185 | 1,198 |
Accrued inventory | 1,815 | |
Accrued audit and legal | 1,457 | 700 |
Accrued incentive compensation | 1,412 | 1,375 |
Accrued income taxes | 532 | 2,136 |
Accrued other operating costs | 2,557 | 3,600 |
Total accrued liabilities | $ 38,726 | $ 37,571 |
Term Notes Payable (Details)
Term Notes Payable (Details) - 2022 Term Loan - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 01, 2023 | Mar. 22, 2022 | Jun. 30, 2024 | |
Term Notes Payable | |||
Aggregate principal amount | $ 650,000 | ||
Debt modification and transaction fee | 173 | ||
Commitment and other fees | 19,818 | ||
Note discounts | $ 2,049 | $ 4,655 | |
Debt maturity | 48 months | 3 years | |
Contractual interest rate (as a percent) | 13.10% | ||
Principal repayments during the first year | $ 100,000 | $ 183,333 | |
Principal repayments during the remaining three years | $ 550,000 | ||
Prepayment prior to the second-year anniversary | |||
Term Notes Payable | |||
Prepayment premium percentage | 2% | ||
Prepayment on or after the second-year anniversary, but on or prior to the third-year anniversary | |||
Term Notes Payable | |||
Prepayment premium percentage | 1% | ||
LIBOR | |||
Term Notes Payable | |||
Floor rate | 1.20% | ||
Margin | 7.50% | ||
SOFR | |||
Term Notes Payable | |||
Interest rate, basis spread | 0.26% | ||
Floor rate | 1.20% | ||
Margin | 7.50% |
Term Notes Payable - Interest E
Term Notes Payable - Interest Expenses (Details) - 2022 Term Loan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Term Notes Payable | ||||
Contractual interest expense | $ 12,104 | $ 17,688 | $ 25,755 | $ 35,343 |
Amortization of debt issuance costs | 1,318 | 1,963 | 2,798 | 3,987 |
Total interest expense | $ 13,422 | $ 19,651 | $ 28,553 | $ 39,330 |
Effective interest rate (as a percent) | 14.60% | 14.60% |
Term Notes Payable - Future Min
Term Notes Payable - Future Minimum Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Apr. 11, 2024 | Mar. 22, 2022 |
Principal repayments | |||
Total before unamortized discount and issuance costs | $ 26,350 | ||
2022 Term Loan | |||
Principal repayments | |||
2024 | $ 91,666 | ||
2025 | 183,333 | $ 100,000 | |
2026 | 45,834 | ||
Total before unamortized discount and issuance costs | 320,833 | ||
Less: unamortized discount and issuance costs | (4,655) | $ (2,049) | |
Total term notes | $ 316,178 |
Convertible Senior Notes - 2026
Convertible Senior Notes - 2026 Convertible Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 13, 2020 USD ($) $ / shares | Jun. 30, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Apr. 11, 2024 USD ($) | |
Term Notes Payable | ||||||
Loss on extinguishment of debt | $ 7,184 | $ 7,184 | $ 23,504 | |||
Principal | $ 26,350 | |||||
2026 Convertible Notes | ||||||
Term Notes Payable | ||||||
Interest rate (as a percent) | 2.625% | 2.625% | ||||
Aggregate principal amount | $ 143,750 | |||||
Total debt issuance cost | $ 5,473 | |||||
Conversion rate | 34.2618 | |||||
Initial conversion price | $ / shares | $ 29.19 | |||||
Aggregate principal amount of notes repurchased | $ 117,400 | $ 26,350 | ||||
Repurchased amount in cash | $ 140,100 | |||||
Loss on extinguishment of debt | 7,184 | $ 23,504 | ||||
Recognition of deferred financing costs | $ 289 | $ 2,264 |
Convertible Senior Notes - Rede
Convertible Senior Notes - Redemption of 2026 Convertible Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 13, 2020 $ / shares | Jun. 30, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Apr. 11, 2024 USD ($) | |
Debt Instrument [Line Items] | ||||||
Principal | $ 26,350 | |||||
Repurchase of 2026 convertible notes including premium | $ 138,638 | |||||
Payment made for settlement of debt | $ 33,218 | |||||
Loss on extinguishment of debt | $ 7,184 | $ 7,184 | $ 23,504 | |||
2026 Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 2.625% | 2.625% | ||||
Conversion rate | 34.2618 | |||||
Payment made for settlement of debt | 33,218 | |||||
Initial conversion price | $ / shares | $ 29.19 | |||||
Loss on extinguishment of debt | 7,184 | $ 23,504 | ||||
Unpaid Interest | 229 | |||||
Issuance cost | 289 | $ 2,264 | ||||
Miscellaneous costs of redemption | $ 27 |
Convertible Senior Notes - 2029
Convertible Senior Notes - 2029 Convertible Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Feb. 10, 2023 USD ($) D $ / shares | Jun. 30, 2023 D | Jun. 30, 2024 USD ($) D | Apr. 11, 2024 USD ($) | |
Term Notes Payable | ||||
Principal | $ 26,350 | |||
2029 Convertible Notes | ||||
Term Notes Payable | ||||
Interest rate (as a percent) | 2.875% | |||
Aggregate principal amount | $ 241,500 | |||
Total debt issuance cost | $ 6,280 | |||
Initial conversion price | $ / shares | $ 36.56 | |||
Conversion, threshold percentage of stock price trigger | 130% | 130% | ||
Conversion, threshold trading days | D | 20 | 20 | ||
Conversion, threshold consecutive trading days | D | 30 | 30 | ||
Consecutive business days | D | 5 | |||
Measurement period | D | 10 | |||
Threshold percentage to product of sale price of common stock and conversion rate | 98% | |||
Term of notice to company | 60 days | |||
Default period | 30 days | |||
Threshold amount of money borrowed | $ 30,000 | |||
Number of calendar days | D | 3 | |||
Provisions threshold amount of payment | $ 30,000 | |||
Principal | $ 241,500 | |||
2029 Convertible Notes | Minimum | ||||
Term Notes Payable | ||||
Principal | $ 75,000 | |||
Convertible senior notes | ||||
Term Notes Payable | ||||
Interest rate (as a percent) | 2.875% | |||
Conversion rate | 27.3553 |
Convertible Senior Notes - Outs
Convertible Senior Notes - Outstanding (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Apr. 11, 2024 | |
Term Notes Payable | ||
Principal | $ 26,350 | |
Convertible Notes | ||
Term Notes Payable | ||
Debt instrument term | 6 years | |
2029 Convertible Notes | ||
Term Notes Payable | ||
Principal | $ 241,500 | |
Less: unamortized issuance costs | (4,850) | |
Total term notes | $ 236,650 | |
Effective interest rate (as a percent) | 3.28% |
Convertible Senior Notes - Futu
Convertible Senior Notes - Future Minimum Payments (Details) - 2029 Convertible Notes $ in Thousands | Jun. 30, 2024 USD ($) |
Principal repayments | |
2024 | $ 3,471 |
2025 | 6,943 |
2026 | 6,943 |
2027 | 6,943 |
2028 | 6,943 |
Thereafter | 244,972 |
Total minimum payments | 276,215 |
Less: interest | (34,715) |
Less: unamortized issuance costs | (4,850) |
Net carrying value | $ 236,650 |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Expenses (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Term Notes Payable | ||||
Contractual interest expense | $ 1,879 | $ 1,909 | $ 3,787 | $ 3,388 |
Amortization of debt issuance costs | 286 | 298 | 586 | 561 |
Total interest expense | $ 2,165 | $ 2,207 | $ 4,373 | $ 3,949 |
Equity - Changes in Shareholder
Equity - Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Balance as of beginning of period | $ 222,169 | $ 195,431 | $ 179,733 | $ 194,842 | $ 195,431 | $ 194,842 | $ 194,842 | |
Balance as of beginning of period, shares | 38,192,441 | 38,192,441 | ||||||
Balance as of beginning of period, shares | (6,323,892) | (6,323,892) | ||||||
Exercise of common stock options | 5,728 | $ 4,205 | 1,251 | 3,848 | ||||
Issuance for employee stock purchase plan | 356 | 169 | ||||||
Vesting of RSUs and PSUs | 1 | 1 | 1 | |||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs | (5,875) | (220) | ||||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs | (12,874) | (7,736) | ||||||
Share repurchases from ASR agreement | (35,000) | |||||||
Stock-based compensation | 10,012 | 7,475 | 7,072 | 6,035 | ||||
Share repurchases (Shares) | 922,775 | |||||||
Other comprehensive loss, net of tax | (58) | (138) | (38) | |||||
Net income (loss) | 19,606 | 27,713 | 13,007 | (17,426) | $ 47,319 | (4,419) | ||
Balance as of end of period | $ 216,583 | 222,169 | $ 195,431 | 200,805 | 179,733 | $ 216,583 | 200,805 | $ 195,431 |
Balance as of end of period, shares | 39,532,358 | 38,192,441 | 39,532,358 | 38,192,441 | ||||
Balance as of end of period, shares | (7,212,781) | (6,323,892) | (7,212,781) | (6,323,892) | ||||
Common stock | ||||||||
Balance as of beginning of period | $ 39 | $ 38 | $ 38 | $ 37 | $ 38 | $ 37 | $ 37 | |
Balance as of beginning of period, shares | 39,029,639 | 38,192,441 | 37,816,843 | 37,084,759 | 38,192,441 | 37,084,759 | 37,084,759 | |
Exercise of common stock options | $ 1 | |||||||
Exercise of common stock options, shares | 282,248 | 200,200 | 72,405 | 234,132 | ||||
Issuance for employee stock purchase plan, shares | 18,538 | 11,329 | ||||||
Vesting of RSUs and PSUs | $ 1 | $ 1 | $ 1 | |||||
Vesting of RSUs and PSUs, shares | 392,140 | 1,000,357 | 73,805 | 775,904 | ||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs | $ (1) | |||||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs, shares | (171,669) | (9,655) | ||||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs | (381,897) | (289,281) | ||||||
Balance as of end of period | $ 40 | $ 39 | $ 38 | $ 38 | $ 38 | $ 40 | $ 38 | $ 38 |
Balance as of end of period, shares | 39,532,358 | 39,029,639 | 38,192,441 | 37,953,398 | 37,816,843 | 39,532,358 | 37,953,398 | 38,192,441 |
Additional Paid-In Capital | ||||||||
Balance as of beginning of period | $ 565,111 | $ 565,949 | $ 540,389 | $ 538,073 | $ 565,949 | $ 538,073 | $ 538,073 | |
Exercise of common stock options | 5,727 | 4,205 | 1,251 | 3,848 | ||||
Issuance for employee stock purchase plan | 356 | 169 | ||||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs | (5,874) | (220) | ||||||
Shares withheld for employee taxes upon vesting of RSUs and PSUs | (12,874) | (7,736) | ||||||
Share repurchases from ASR agreement | (7,000) | |||||||
Stock-based compensation | 10,012 | 7,475 | 7,072 | 6,035 | ||||
Balance as of end of period | 567,976 | 565,111 | $ 565,949 | 548,492 | 540,389 | 567,976 | 548,492 | 565,949 |
Treasury Stock | ||||||||
Balance as of beginning of period | $ (137,381) | $ (137,381) | $ (61,924) | $ (61,924) | $ (137,381) | $ (61,924) | $ (61,924) | |
Balance as of beginning of period, shares | (6,323,892) | (6,323,892) | (3,235,823) | (3,235,823) | (6,323,892) | (3,235,823) | (3,235,823) | |
Share repurchases from ASR agreement | $ (28,000) | |||||||
Share repurchases from ASR agreement (in shares) | (888,889) | |||||||
Balance as of end of period | $ (165,381) | $ (137,381) | $ (137,381) | $ (61,924) | $ (61,924) | $ (165,381) | $ (61,924) | $ (137,381) |
Balance as of end of period, shares | (7,212,781) | (6,323,892) | (6,323,892) | (3,235,823) | (3,235,823) | (7,212,781) | (3,235,823) | (6,323,892) |
Accumulated Deficit | ||||||||
Balance as of beginning of period | $ (205,476) | $ (233,189) | $ (298,770) | $ (281,344) | $ (233,189) | $ (281,344) | $ (281,344) | |
Net income (loss) | 19,606 | 27,713 | 13,007 | (17,426) | ||||
Balance as of end of period | (185,870) | (205,476) | $ (233,189) | (285,763) | $ (298,770) | (185,870) | (285,763) | (233,189) |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Balance as of beginning of period | (124) | 14 | 14 | |||||
Other comprehensive loss, net of tax | (58) | (138) | (38) | |||||
Balance as of end of period | $ (182) | $ (124) | $ 14 | $ (38) | $ (182) | $ (38) | $ 14 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
May 13, 2024 | Nov. 09, 2023 | Aug. 07, 2023 | Jul. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 31, 2023 | Jul. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | May 31, 2024 | Jan. 31, 2024 | Nov. 30, 2023 | Jul. 31, 2023 | Jan. 31, 2023 | May 31, 2015 | |
Equity | |||||||||||||||||||
Shares repurchased during the period | 922,775 | ||||||||||||||||||
Repurchases of common stock | $ 35,000 | ||||||||||||||||||
Share repurchases | $ 35,000 | ||||||||||||||||||
Restricted stock units | RSU granted prior 2024 | |||||||||||||||||||
Equity | |||||||||||||||||||
Vesting period (in years) | 4 years | ||||||||||||||||||
Restricted stock units | RSU granted after 2024 | |||||||||||||||||||
Equity | |||||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||||
Prior Repurchase Program | |||||||||||||||||||
Equity | |||||||||||||||||||
Share repurchase program authorized amount | $ 100,000 | ||||||||||||||||||
2023 Repurchase Program | |||||||||||||||||||
Equity | |||||||||||||||||||
Shares repurchased during the period | 3,088,069 | ||||||||||||||||||
Repurchases of common stock | $ 75,000 | ||||||||||||||||||
Shares repurchased, cost per share | $ 24.29 | ||||||||||||||||||
ASR, July 2023 | |||||||||||||||||||
Equity | |||||||||||||||||||
Share repurchase program authorized amount | $ 50,000 | ||||||||||||||||||
Price per share | $ 23.49 | ||||||||||||||||||
Shares repurchased during the period | 1,702,852 | 462,442 | 2,165,294 | ||||||||||||||||
Percentage of upfront payment on a price per share | 80% | ||||||||||||||||||
Repurchases of common stock | $ 50,000 | ||||||||||||||||||
ASR, November 2023 | |||||||||||||||||||
Equity | |||||||||||||||||||
Share repurchase program authorized amount | $ 25,000 | ||||||||||||||||||
Price per share | $ 23.11 | ||||||||||||||||||
Shares repurchased during the period | 865,426 | 57,349 | |||||||||||||||||
Percentage of upfront payment on a price per share | 80% | ||||||||||||||||||
Repurchases of common stock | $ 25,000 | ||||||||||||||||||
2024-2025 Repurchase Program | |||||||||||||||||||
Equity | |||||||||||||||||||
Share repurchase program authorized amount | $ 150,000 | ||||||||||||||||||
Amount available for share repurchases under the program | $ 115,000 | $ 115,000 | $ 115,000 | ||||||||||||||||
Share repurchases (in shares) | 888,889 | ||||||||||||||||||
Shares repurchased, cost per share | $ 31.50 | ||||||||||||||||||
Share repurchases | $ 28,000 | ||||||||||||||||||
Contract Not Yet Settled | $ 7,000 | ||||||||||||||||||
ASR, May 2024 | |||||||||||||||||||
Equity | |||||||||||||||||||
Share repurchase program authorized amount | $ 35,000 | ||||||||||||||||||
Percentage of upfront payment on a price per share | 80% | ||||||||||||||||||
Repurchases of common stock | $ 35,000 | ||||||||||||||||||
Share repurchases (in shares) | 888,889 | ||||||||||||||||||
Shares repurchased, cost per share | $ 31.50 | ||||||||||||||||||
2014 Stock Incentive Plan | |||||||||||||||||||
Equity | |||||||||||||||||||
Shares of common stock authorized for issuance (in shares) | 2,700,000 | ||||||||||||||||||
Increase in number of authorized shares on the first day of each fiscal year, as a percentage of outstanding common stock (as a percent) | 4% | ||||||||||||||||||
Shares of common stock remaining available for future grant (in shares) | 2,508,506 | 2,508,506 | 2,508,506 | ||||||||||||||||
Vesting period (in years) | 4 years | ||||||||||||||||||
Contractual life (in years) | 10 years | ||||||||||||||||||
Period following termination date vested options are exercisable (in months) | 3 months | ||||||||||||||||||
2014 Stock Incentive Plan | Restricted stock units | RSU granted prior 2024 | |||||||||||||||||||
Equity | |||||||||||||||||||
Vesting period (in years) | 4 years | ||||||||||||||||||
2014 Stock Incentive Plan | Restricted stock units | RSU granted after 2024 | |||||||||||||||||||
Equity | |||||||||||||||||||
Vesting period (in years) | 3 years | ||||||||||||||||||
Subsequent event | ASR, May 2024 | |||||||||||||||||||
Equity | |||||||||||||||||||
Share repurchases (in shares) | 173,659 | 1,062,548 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation | ||||
Stock-based compensation expense | $ 17,487 | $ 13,107 | ||
Proceeds from issuances of common stock from employee stock purchase plan | 356 | 169 | ||
Unrecognized compensation cost related to outstanding options | $ 52,286 | $ 52,286 | ||
Period over which unrecognized compensation cost is expected to be recognized as expense | 2 years 4 months 24 days | |||
Restricted stock units | ||||
Stock-based compensation | ||||
Total fair value of shares vested | $ 29,704 | 16,480 | ||
Restricted stock units | Awards Granted Prior To 2024 [Member] | ||||
Stock-based compensation | ||||
Vesting period (in years) | 4 years | |||
Restricted stock units | Awards Granted After 2024 [Member] | ||||
Stock-based compensation | ||||
Vesting period (in years) | 3 years | |||
Employee Stock Option [Member] | ||||
Stock-based compensation | ||||
Vesting period (in years) | 4 years | |||
Contractual life (in years) | 10 years | |||
Period following termination date vested options are exercisable (in months) | 3 months | |||
Employee stock purchase plan. | ||||
Stock-based compensation | ||||
Purchase price percentage | 85% | |||
Issuance for employee stock purchase plan, shares | 18,538 | |||
Proceeds from issuances of common stock from employee stock purchase plan | $ 356 | |||
Employee stock purchase plan compensation expenses | $ 69 | $ 55 | $ 134 | $ 101 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Performance Share Units and Restricted Stock Units Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Performance share units | ||
Number of shares | ||
Balance | 503,880 | |
Granted | 203,000 | |
Vested | (514,050) | |
Forfeited | (165,700) | |
Performance adjustment | 196,550 | |
Balance | 223,680 | |
Weighted-average grant date fair value per share | ||
Balance | $ 33.13 | |
Granted | 45.06 | $ 38.71 |
Vested | 32.53 | |
Forfeited | 43.12 | |
Performance adjustment | 32.58 | |
Balance | $ 37.45 | |
Restricted stock units | ||
Number of shares | ||
Balance | 2,443,907 | |
Granted | 960,857 | |
Vested | (878,447) | |
Forfeited | (270,847) | |
Balance | 2,255,470 | |
Weighted-average grant date fair value per share | ||
Balance | $ 22.88 | |
Granted | 33.76 | $ 26.33 |
Vested | 23.35 | |
Forfeited | 27.78 | |
Balance | $ 26.74 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Option Activity (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Stock option activity | |||
Outstanding | 1,176,750 | ||
Granted | 0 | 0 | |
Exercised | (482,448) | ||
Cancelled | (1,000) | ||
Outstanding | 693,302 | 1,176,750 | |
Exercisable at end of period | 692,975 | ||
Weighted average exercise price per share | |||
Outstanding | $ 19.48 | ||
Exercised | 20.57 | ||
Cancelled | 27.73 | ||
Outstanding | 18.71 | $ 19.48 | |
Exercisable at end of period | $ 18.71 | ||
Stock option activity, additional information | |||
Outstanding Weighted-Average Remaining Contractual Term | 3 years 10 months 24 days | 4 years 3 months 18 days | |
Outstanding Aggregate Intrinsic Value | $ 9,354 | $ 13,297 | |
Exercisable at end of period, Weighted-Average Remaining Contractual Term | 3 years 10 months 24 days | ||
Exercisable at end of period, Aggregate Intrinsic Value | $ 9,350 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation | ||||
Total stock-based compensation expense | $ 10,012 | $ 7,072 | $ 17,487 | $ 13,107 |
Selling, general and administrative | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | $ 10,012 | $ 7,072 | $ 17,487 | $ 13,107 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | 18 Months Ended | |||||
Mar. 08, 2023 USD ($) | Feb. 28, 2022 case | Dec. 24, 2021 USD ($) case | Sep. 11, 2020 | Mar. 24, 2015 patent | Mar. 31, 2022 stockholder case | Mar. 31, 2022 stockholder | Dec. 31, 2021 case | Apr. 30, 2017 patent lawsuit | |
Xtampza ER Litigation | |||||||||
Commitments and Contingencies | |||||||||
Stay period before FDA can issue a final approval unless it is terminated | 30 months | ||||||||
Number of patents allegedly infringed | patent | 3 | 2 | |||||||
Number of lawsuits filed | lawsuit | 2 | ||||||||
Statutory period of proceedings | 18 months | ||||||||
Xtampza ER Litigation, District of Massachusetts | |||||||||
Commitments and Contingencies | |||||||||
Stay period before FDA can issue a final approval unless it is terminated | 30 months | ||||||||
Number of patents allegedly infringed | patent | 3 | ||||||||
Opioid Litigation | |||||||||
Commitments and Contingencies | |||||||||
Claims settled (in number) | 27 | ||||||||
Litigation settlement, amount awarded to other party | $ | $ 2,750 | ||||||||
Multi-District Litigation (MDL) | |||||||||
Commitments and Contingencies | |||||||||
Number of lawsuits filed | 21 | ||||||||
BDSI Acquisition Litigation | |||||||||
Commitments and Contingencies | |||||||||
Number of additional cases filed | 2 | 2 | |||||||
Number of demand letters received from purported stockholders | stockholder | 4 | 3 | |||||||
Aquestive Therapeutics, Inc Litigation | Selling, general and administrative expenses | |||||||||
Commitments and Contingencies | |||||||||
Litigation settlement, amount awarded to other party | $ | $ 8,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes | |||||
Provision for income taxes | $ 9,491 | $ 4,790 | $ 18,400 | $ 4,659 | |
Effective tax rate | 32.60% | 26.90% | 28% | 1,941.30% | |
Nondeductible costs from the debt extinguishment | $ 6,868 | $ 21,238 | $ 6,868 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event $ in Thousands | Jul. 28, 2024 USD ($) |
2024 Term Loan | |
SUBSEQUENT EVENTS | |
Proceeds from term notes | $ 645,833 |
Aggregate principal amount outstanding as of November 18, 2028 | $ 50,000 |
Quarterly amortization payments on percentage of original funded amount | 2.50% |
2024 Term Loan | Until September 30, 2024 | |
SUBSEQUENT EVENTS | |
Variable interest rate margin (as a percent) | 0.13% |
Floor rate | 1.20% |
Margin | 7.50% |
2024 Term Loan | After September 30, 2024 | |
SUBSEQUENT EVENTS | |
Variable interest rate margin (as a percent) | 0.13% |
Floor rate | 4% |
Margin | 4.50% |
Initial term loan | |
SUBSEQUENT EVENTS | |
Proceeds from term notes | $ 320,833 |
Percentage of one-time fee | 1.25% |
Delayed draw term loan | |
SUBSEQUENT EVENTS | |
Proceeds from term notes | $ 325,000 |
Percentage of one-time fee due at the time of closing | 2.25% |
Ironshore Therapeutics, Inc. | |
SUBSEQUENT EVENTS | |
Consideration paid | $ 525,000 |
Amount of potential commercial milestone payment | $ 25,000 |