0001356576-24-000013 | 10-K | XBRL Viewer | Supernus Pharmaceuticals INC

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Income Tax Expense - Reconciliation of Income Tax Expense At US Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense computed at U.S. federal statutory income tax rate	$ 581	$ 12,756	$ 15,367
State income taxes	(330)	(3,198)	3,088
Permanent items	3,028	399	1,465
Research and development credits	(1,117)	237	(1,016)
Uncertain income tax position	(2,529)	(1,992)	(314)
Change in valuation allowance	1,267	(8,626)	250
Other	553	456	911
Income tax expense	$ 1,453	$ 32	$ 19,751

- Definition

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

+ References + Details

Investments - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
Investments - Narrative (Details) - USD ($)	Dec. 31, 2021	Apr. 30, 2020	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Impairment due to credit losses				$ 0	$ 0
Cash received from sale of subsidiary	$ 12,900,000
Equity method investment, realized gain (loss) on disposal			$ 12,900,000	$ 0	$ 12,888,000	$ 0
Navitor Pharmaceuticals, Inc.
Variable Interest Entity [Line Items]
Agreement termination notice period		30 days
Threshold for development costs payments		$ 50,000,000
Navitor Pharmaceuticals, Inc. \| Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Investments		$ 15,000,000
Ownership percentage		13.00%

Disaggregated Revenues

12 Months Ended

Dec. 31, 2023

Disaggregation of Revenue [Abstract]

Disaggregated Revenues

The following table summarizes the disaggregation of revenues by product or source (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Net product sales
Qelbree	$	140,192	$	61,322	$	9,879
GOCOVRI	119,637		104,421		9,778
Oxtellar XR	113,404		115,345		110,708
Trokendi XR	94,336		261,221		304,817
APOKYN	75,083		75,305		99,233
Other(1)	31,281		31,818		33,089
Total net product sales	$	573,933	$	649,432	$	567,504
Royalty and licensing revenues	33,588		17,806		12,271
Total revenues	$	607,521	$	667,238	$	579,775

______________________________

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

The Company recognized noncash royalty revenues of $4.0 million, $9.8 million, and $9.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, pursuant to the Company's agreement with HC Royalty (see Note 2, Summary of Significant Accounting Policies).

Adjustments related to prior year sales in 2023, 2022, and 2021 have amounted to less than 1% of net product sales for each of the respective periods.

The following table shows the percentage of net product sales to total net product sales:


	Percentage of Net Product Sales
	Years Ended December 31,
	2023	2022	2021
Qelbree	24%	9%	2%
GOCOVRI	21%	16%	2%
Oxtellar XR	20%	18%	19%
Trokendi XR	16%	40%	54%
APOKYN	13%	12%	17%
Other(1)	6%	5%	6%
Total	100%	100%	100%

______________________________

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

- Definition

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

+ References

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+ Details

Disaggregated Revenues - Summary of Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 607,521	$ 667,238	$ 579,775
Net product sales
Disaggregation of Revenue [Line Items]
Total revenues	$ 573,933	$ 649,432	$ 567,504
Net product sales \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%
Trokendi XR
Disaggregation of Revenue [Line Items]
Total revenues	$ 94,336	$ 261,221	$ 304,817
Trokendi XR \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	16.00%	40.00%	54.00%
Oxtellar XR
Disaggregation of Revenue [Line Items]
Total revenues	$ 113,404	$ 115,345	$ 110,708
Oxtellar XR \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	20.00%	18.00%	19.00%
GOCOVRI
Disaggregation of Revenue [Line Items]
Total revenues	$ 119,637	$ 104,421	$ 9,778
GOCOVRI \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	21.00%	16.00%	2.00%
APOKYN
Disaggregation of Revenue [Line Items]
Total revenues	$ 75,083	$ 75,305	$ 99,233
APOKYN \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	13.00%	12.00%	17.00%
Qelbree
Disaggregation of Revenue [Line Items]
Total revenues	$ 140,192	$ 61,322	$ 9,879
Qelbree \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	24.00%	9.00%	2.00%
Other
Disaggregation of Revenue [Line Items]
Total revenues	$ 31,281	$ 31,818	$ 33,089
Other \| Percentage of Gross Product Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	6.00%	5.00%	6.00%
Royalty and licensing revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 33,588	$ 17,806	$ 12,271

Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
Interest Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Income and Expenses [Abstract]
Interest expense	$ (1,321)	$ (2,542)	$ (2,195)
Noncash interest expense on nonrecourse liability related to sale of future royalties	(562)	(2,416)	(3,727)
Noncash interest expense on debt	(532)	(2,112)	(17,501)
Total other income (expense)	$ (2,415)	$ (7,070)	$ (23,423)

Investments - Unrestricted Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Amortized cost	$ 197,153	$ 466,333
Gross unrealized gains	5	14
Gross unrealized losses	(721)	(4,237)
Total fair value	$ 196,437	$ 462,110

Composition of Other Balance Sheet Items - Accounts Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for expected sales discounts and allowances	$ 10.7	$ 13.0

Share-Based Payments - Performance Stock Units (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total PSUs
Number of PSUs
Nonvested, beginning balance (in shares)	201,750	89,125
Granted (in shares)	205,000	155,000
Vested (in shares)	(132,120)	(37,875)
Forfeited (in shares)	(3,000)	(4,500)
Nonvested, ending balance (in shares)	271,630	201,750
Weighted- Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share)	$ 29.03	$ 28.43
Weighted average fair value, grant date, (in dollars per share)	34.00	28.93
Vested (in dollars per share)	30.72	27.10
Forfeited (in dollars per share)	28.93	29.94
Nonvested, ending balance (in dollars per share)	$ 31.96	$ 29.03
Performance-Based Units
Number of PSUs
Nonvested, beginning balance (in shares)	181,750	53,500
Granted (in shares)	205,000	155,000
Vested (in shares)	(132,120)	(22,250)
Forfeited (in shares)	(3,000)	(4,500)
Nonvested, ending balance (in shares)	251,630	181,750
Weighted- Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share)	$ 29.07	$ 29.82
Weighted average fair value, grant date, (in dollars per share)	34.00	28.93
Vested (in dollars per share)	30.72	29.69
Forfeited (in dollars per share)	28.93	29.94
Nonvested, ending balance (in dollars per share)	$ 32.22	$ 29.07
Market-Based Units
Number of PSUs
Nonvested, beginning balance (in shares)	20,000	35,625
Granted (in shares)	0	0
Vested (in shares)	0	(15,625)
Forfeited (in shares)	0	0
Nonvested, ending balance (in shares)	20,000	20,000
Weighted- Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share)	$ 28.63	$ 26.34
Weighted average fair value, grant date, (in dollars per share)	0	0
Vested (in dollars per share)	0	23.41
Forfeited (in dollars per share)	0	0
Nonvested, ending balance (in dollars per share)	$ 28.63	$ 28.63

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net earnings	$ 1,316	$ 60,711	$ 53,424

- Definition

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

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+ Details

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets		$ 82,385	$ 82,630	$ 29,989
Impairment of intangible assets	$ 20,200	$ 20,189	$ 0	$ 0

Share-Based Payments - Restricted Stock Units (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Weighted- Average Grant Date Fair Value per Share
Aggregate intrinsic value	$ 1,814,300	$ 69,500
Aggregate fair value	$ 1,514,000	$ 625,100
RSUs
Number of RSUs
Nonvested, beginning balance (in shares)	131,960	21,110
Granted (in shares)	227,980	134,460
Vested (in shares)	(47,049)	(21,110)
Forfeited (in shares)	(12,750)	(2,500)
Nonvested, ending balance (in shares)	300,141	131,960
Weighted- Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share)	$ 32.17	$ 29.61
Granted (in dollars per share)	38.60	32.17
Vested (in dollars per share)	32.18	29.61
Forfeited (in dollars per share)	35.68	32.20
Nonvested, ending balance (in dollars per share)	$ 36.90	$ 32.17

Fair Value of Financial Instruments - Financial Instruments (Details) - Convertible notes, net - Significant Other Observable Inputs (Level 2) $ in Thousands	Dec. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 401,968
Fair Value (Level 2)	$ 395,959

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Baltimore, Maryland
Auditor Firm ID	185

Convertible Senior Notes Due 2023 - Narrative (Details) - USD ($)					1 Months Ended	6 Months Ended	12 Months Ended
	Apr. 01, 2023	Mar. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2018	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Jan. 01, 2022
Debt Instrument [Line Items]
Cash paid for interest on debt							$ 1,946,000	$ 2,516,000	$ 2,516,000
Strike price of the warrant transactions (in dollars per share)					$ 80.91		$ 80.91
Interest expense							$ 1,321,000	2,542,000	$ 2,195,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity										$ 150,000,000
Proceeds from issuance of debt		$ 93,000,000
Interest expense						$ 700,000
Short-term debt							$ 0
Convertible Debt
Debt Instrument [Line Items]
Repayment of acquired Adamas loan		$ 403,800,000
Extinguishment of debt	$ 402,500,000
Cash paid for interest on debt	$ 1,300,000
Accounting Standards Update 2020-06
Debt Instrument [Line Items]
Long-term debt											$ 20,600,000
Convertible Debt
Debt Instrument [Line Items]
Interest rate (as a percent)					0.625%
Convertible note hedge options issued (in shares)					402,500
Warrants issued (in shares)					6,783,939
Number of shares in which holder can be entitled per warrants at strike price					1
Long-term debt			$ 401,968,000					$ 401,968,000
Debt converted			$ 0	$ 0

Commitment and Contingencies (Tables)	12 Months Ended
Commitment and Contingencies (Tables)	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Other commitments	onrecourse liability related to sale of future royalties was $6.0 million and was included in Other current liabilities as reported on the consolidated balance sheet.

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate Information (Details)	Dec. 31, 2023
Operating leases
Weighted-average remaining lease term (years)	7 years 3 months 18 days
Weighted-average discount rate	4.50%

Contingent Consideration - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Nov. 24, 2021 USD ($) right $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Gain (loss) in fair value recognized in earnings			$ 1,517	$ 510	$ 6,530
Milestone payments		$ 25,000		25,000
Payment of contingent consideration		22,900	0	22,900	0
Payment for contingent consideration liability, operating activities		$ 2,100
USWM Enterprises
Business Acquisition [Line Items]
Gain (loss) in fair value recognized in earnings			(130)	(1,100)	6,530
Milestone payments				25,000
Adamas Acquisition
Business Acquisition [Line Items]
Additional cash payments upon milestone achievements maximum	$ 50,900
Contingents value rights \| right	2
Contingent consideration arrangements, value (in dollars per share) \| $ / shares	$ 0.50
Additional cash payments upon milestone achievements minimum	$ 0
Gain (loss) in fair value recognized in earnings			1,647	1,610	$ 0
Milestone payments				$ 0
SPN-830 Regulatory and Commercial Activities \| USWM Enterprises
Business Acquisition [Line Items]
Additional cash payments upon milestone achievements maximum			55,000
SPN-830 NDA Approval Milestone \| USWM Enterprises
Business Acquisition [Line Items]
Additional cash payments upon milestone achievements maximum			25,000
APOKYN \| USWM Enterprises
Business Acquisition [Line Items]
Additional cash payments upon milestone achievements maximum			30,000
Subsequent Commercial Product Launch \| USWM Enterprises
Business Acquisition [Line Items]
Additional cash payments upon milestone achievements maximum			$ 30,000
Milestone 2024 \| Adamas Acquisition
Business Acquisition [Line Items]
Fair value of excess of the acquisition	$ 150,000
Contingent consideration arrangements, excess acquisition date fair value, term	12 months
Milestone 2024 and Milestone 2025 \| Adamas Acquisition
Business Acquisition [Line Items]
Fair value of excess of the acquisition	$ 225,000
Contingent consideration arrangements, excess acquisition date fair value, term	12 months

Income Tax Expense (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of summary of the income tax expense (benefit)

The summary of the income tax expense for the years ended December 31, 2023, 2022, and 2021 is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Current
Federal	$	20,772	$	17,515	$	16,606
State	6,395		8,846		8,196
Deferred
Federal	(21,351)		(6,802)		(1,651)
State	(4,363)		(19,527)		(3,400)
Total income tax expense	$	1,453	$	32	$	19,751

Schedule of reconciliation of income tax expense

A reconciliation of income tax expense at the U.S. federal statutory income tax rate to annual income tax expense at the Company's effective tax rate is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Income tax expense computed at U.S. federal statutory income tax rate	$	581	$	12,756	$	15,367
State income taxes	(330)		(3,198)		3,088
Permanent items	3,028		399		1,465
Research and development credits	(1,117)		237		(1,016)
Uncertain income tax position	(2,529)		(1,992)		(314)
Change in valuation allowance	1,267		(8,626)		250
Other	553		456		911
Income tax expense	$	1,453	$	32	$	19,751

Schedule of significant components of deferred tax assets (liabilities)

The significant components of the Company's deferred income tax assets (liabilities) are as follows (dollars in thousands):


	As of December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	101,325	$	112,516
Accrued product returns and rebates	22,150		23,300
Accrued compensation and stock based compensation	15,613		15,422
Capitalized research and development	29,953		13,926
Operating lease liability	10,374		10,821
Other	12,755		18,486
Total deferred tax assets	192,170		194,471
Less: valuation allowance	(60,866)		(59,598)
Total deferred tax asset, net of valuation allowance	131,304		134,873
Deferred tax liabilities:
Intangibles	(144,327)		(171,113)
Operating lease assets	(7,251)		(7,338)
Other	(4,689)		(6,231)
Total deferred tax liabilities	(156,267)		(184,682)
Net deferred tax liabilities	$	(24,963)	$	(49,809)

Summary of valuation allowance

A reconciliation of the deferred asset valuation allowance is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Beginning balance	$	59,598	$	70,529	$	582
Acquisition Accounting (1)	—		(2,305)		69,697
Additions	1,268		435		250
Deductions	—		(9,061)		—
Ending balance	$	60,866	$	59,598	$	70,529

(1) Amount comprised principally of acquisitions and purchase accounting adjustments in connect with acquisitions

Schedule of reconciliation of unrecognized tax benefits

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Balance as of January 1	$	4,323	$	6,100	$	5,881
Gross increases related to current year tax positions	112		32		898

Gross increases related to prior year tax positions	9		—		—
Gross decreases related to prior year tax positions	—		(39)		(363)
Lapse of statute of limitations	(2,295)		$	(1,770)	(316)
Balance as of December 31	$	2,149	$	4,323	$	6,100

Disaggregated Revenues - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Abstract]
Noncash royalty revenue	$ 4.0	$ 9.8	$ 9.4
Prior year sale adjustments, percentage	1.00%	1.00%	1.00%

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Other Comprehensive Earnings (Loss)	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjusted Balance
Beginning balance (in shares) at Dec. 31, 2020				52,868,482
Beginning balance at Dec. 31, 2020	$ 744,858			$ 53	$ 409,332			$ 8,975	$ 326,498
Increase (Decrease) in Stockholders' Equity
Share-based compensation expense related to employee stock purchase plan and share-based awards	17,910				17,910
Issuance of common stock in connection with the Company’s equity award plans (in shares)				387,612
Issuance of common stock related to employee stock purchase plan and share-based awards	7,095			$ 0	7,095
Net earnings	53,424								53,424
Unrealized gain (loss) on marketable securities, net of tax	(7,436)							(7,436)
Ending balance (in shares) at Dec. 31, 2021				53,256,094
Ending balance at Dec. 31, 2021	$ 815,851	$ (15,600)	$ 800,251	$ 53	434,337	$ (56,212)	$ 378,125	1,539	379,922	$ 40,612	$ 420,534
Increase (Decrease) in Stockholders' Equity
Accounting Standards Update [Extensible List]	Accounting Standards Update 2020-06
Share-based compensation expense related to employee stock purchase plan and share-based awards	$ 17,568				17,568
Issuance of common stock in connection with the Company’s equity award plans (in shares)				997,702
Issuance of common stock related to employee stock purchase plan and share-based awards	12,423			$ 1	12,422
Net earnings	60,711								60,711
Unrealized gain (loss) on marketable securities, net of tax	(4,749)							(4,749)
Ending balance (in shares) at Dec. 31, 2022				54,253,796
Ending balance at Dec. 31, 2022	886,204			$ 54	408,115			(3,210)	481,245
Increase (Decrease) in Stockholders' Equity
Share-based compensation expense related to employee stock purchase plan and share-based awards	26,759				26,759
Issuance of common stock in connection with the Company’s equity award plans (in shares)				469,560
Issuance of common stock related to employee stock purchase plan and share-based awards	4,620			$ 1	4,619
Net earnings	1,316
Unrealized gain (loss) on marketable securities, net of tax	2,617							2,617
Ending balance (in shares) at Dec. 31, 2023				54,723,356
Ending balance at Dec. 31, 2023	$ 921,516			$ 55	$ 439,493			$ (593)	$ 482,561

- Definition

Indicates amendment to accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition

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

+ References

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- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Summary of Significant Accounting Policies - Share-based Compensation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Dividend yield (as a percent)	0.00%
Share-Based Compensation
Dividend yield (as a percent)	0.00%
Maximum contractual term of share-based grants	10 years	10 years
RSUs
Share-Based Compensation
Vesting period (in years)	4 years
RSUs \| Directors
Share-Based Compensation
Vesting period (in years)	1 year

- Definition

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

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+ Details

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The Company, which is primarily located in the United States (U.S.), operates in one operating segment.
Consolidation	Consolidation The Company's consolidated financial statements include the accounts of Supernus Pharmaceuticals, Inc. and its wholly-owned subsidiaries. These are collectively referred to herein as "Supernus" or "the Company." All material intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements reflect the consolidation of entities in which the Company has a controlling financial interest. In determining whether there is a controlling financial interest, the Company considers if it has a majority of the voting interests of the entity, or if the entity is a variable interest entity (VIE) and if the Company is the primary beneficiary. In determining the primary beneficiary of a VIE, the Company evaluates whether it has both: the power to direct the activities of the VIE that most significantly impact the VIE's economic performance; and the obligation to absorb losses of, or the right to receive benefits from the VIE that could potentially be significant to that VIE. The Company's judgment with respect to its level of influence or control of an entity involves the consideration of various factors, including the form of an ownership interest; representation in the entity's governance; the size of the investment; estimates of future cash flows; the ability to participate in policymaking decisions; and the rights of the other investors to participate in the decision making process, including the right to liquidate the entity, if applicable. If the Company is not the primary beneficiary of the VIE, and an ownership interest is maintained in the entity, the interest is accounted for under the equity or cost methods of accounting, as appropriate. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may affect its conclusions.
Use of Estimates	Use of Estimates The Company bases its estimates on: historical experience; forecasts; information received from its service providers; information from other sources, including public and proprietary sources; and other assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from the Company’s estimates. The Company periodically evaluates the methodologies employed in making its estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all investments in highly liquid financial instruments with an original maturity of three months or less to be cash equivalents.
Marketable Securities	Marketable Securities Marketable securities consist of investments in U.S. Treasury bills and notes; bank certificates of deposit; various U.S. government agency debt securities; corporate and municipal debt securities; and other fixed income securities. The Company places all investments with governmental, industrial, or financial institutions whose debt is rated as investment grade. The Company's investments are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets. Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of Other comprehensive earnings (loss) in the consolidated statement of comprehensive earnings. Realized gains and losses, included in Interest and other income, net in the consolidated statement of earnings, are determined using the specific identification method for determining the cost of securities sold. Declines in fair value below amortized cost related to credit losses (i.e., impairment due to credit losses) are included in the consolidated statement of earnings, with a corresponding allowance established. If the estimate of expected credit losses decreases in subsequent periods, the Company will reverse the credit losses through current period earnings and adjust the allowance accordingly.
Business Combinations and Contingent Considerations	Business Combinations and Contingent Consideration The Company determines whether an acquisition should be accounted for as a business combination or as an asset acquisition. If the acquired set of activities and assets does not meet the definition of a business, as defined by U.S. GAAP, the transaction is accounted for as an asset acquisition. In an asset acquisition, any acquired research and development that does not have an alternative future use is charged to expense as of the acquisition date, and no goodwill is recorded. If the acquired set of activities and assets meets the definition of a business, the Company applies the acquisition method of accounting and accounts for the transaction as a business combination. In a business combination, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. The excess of the purchase price over the fair value of the acquired net assets, if applicable, is recorded as goodwill. In a business combination, the operating results of the acquired business are included in the Company's consolidated statement of earnings, beginning on the effective acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Significant judgment is involved in the determination of the fair value assigned to assets acquired and liabilities assumed in a business combination, as well as the estimated useful lives of assets. These estimates can materially affect our consolidated results of operations and financial position. The fair value of intangible assets are determined using information available as of the acquisition date and are based on estimates and assumptions that are deemed reasonable by management. Significant estimates and assumptions include but are not limited to: the probability of regulatory approval, revenue growth, and appropriate discount rate. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to our consolidated statements of earnings in the period that these adjustments are identified. Contingent Consideration Business combinations often include provisions for additional consideration to be transferred to former shareholders based upon the achievement of certain milestones, referred to as contingent consideration. Contingent consideration from product development milestones and sales-based milestone payments on future product sales are included in the purchase price for business combinations. The fair value of the contingent consideration liability is determined as of the acquisition date using estimated or forecasted inputs. These inputs include the estimated amount and timing of projected revenues, probability and timing of milestone achievement, probability of in-process research & development ("IPR&D") achieving regulatory approval, revenue volatility, and the estimated discount rates and risk-free rate used to present value the probability-weighted cash flows. Subsequent to the acquisition date, at each reporting period prior to the resolution of the contingency, the contingent consideration liability is remeasured at current fair value, with changes recorded in earnings in the period of remeasurement. The determination of the initial and subsequent fair value of the contingent consideration liability may require significant judgment by management. Changes in any of the inputs not related to facts and circumstances existing as of the acquisition date may result in a significant fair value adjustment, which can impact the results of operations in the period in which the adjustment is made. Changes that are not measurement period adjustments are reported on the consolidated statement of earnings in Contingent consideration (gain) expense.
Accounts Receivable, net	Accounts Receivable, Net Accounts receivable are reported on the consolidated balance sheets at outstanding amounts due from customers, less an allowance for doubtful accounts and sales discounts. The Company extends credit without requiring collateral. The Company writes off uncollectible receivables when the customer has had a change in creditworthiness and the likelihood of collection is remote. Payment terms for receivables are based on customary commercial terms and are predominantly less than one year.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk concentrations consist of cash, cash equivalents, marketable securities, and accounts receivable. The counterparties are various corporations, governmental institutions, and financial institutions of high credit standing. Substantially all of the Company's cash, cash equivalents, and marketable securities are maintained in U.S. government agency debt and debt of well-known, investment grade corporations. Deposits held with banks may exceed the amount of governmental insurance provided on such deposits. Generally, these deposits may be redeemed upon demand, and therefore, these bear minimal default risk.
Inventories	Inventories Inventories are recorded at the lower of cost or net realizable value, and include materials, labor, direct costs and indirect costs. These are valued using the first-in, first-out method. The Company writes down inventory that has become obsolete or has a cost basis in excess of its expected net realizable value. Expired inventory is destroyed, and the related costs are recognized as Cost of goods sold in the consolidated statement of earnings.
Intangible Assets	Intangible Assets Intangible assets consist of definite-lived intangible assets: acquired developed technology and product rights, patent defense costs, and an indefinite-lived intangible asset: acquired IPR&D. Patent defense costs are legal fees that have been incurred in connection with legal proceedings related to the defense of patents. Patent defense costs are charged to expense in the event of an unsuccessful litigation outcome, or if they are deemed to not provide an increase in the value of the patent. Definite-lived intangible assets are carried at cost less accumulated amortization, with amortization calculated on a straight line basis over the estimated useful lives of the assets. The Company evaluates the estimated remaining useful life of its intangible assets annually, or when events or changes in circumstances warrant a revision to the remaining periods of amortization. Acquired IPR&D in a business combination is considered an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts. Upon successful completion of the project, the Company will determine the then-useful life of the intangible asset. This is generally determined as the period over which the substantial majority of the cash flows are expected to be generated. The capitalized amount is then amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. During the period prior to completion or abandonment, the IPR&D asset is not amortized but tested for impairment on an annual basis or when potential indicators of impairment are identified.
Impairment of Long-Lived Assets and Impairment of Indefinite-Lived Intangible Assets	Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, operating lease assets, and definite-lived intangible assets. The Company assesses the recoverability of its long-lived assets with definite lives whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indications of impairment exist, projected future undiscounted cash flows associated with the asset would be compared to the carrying value of the asset to determine whether the asset's value is recoverable. If impairment is determined, the Company writes down the asset to its estimated fair value and records an impairment loss equal to the excess of the carrying value of the long-lived asset over its estimated fair value in the period at which such a determination is made. Impairment of Indefinite-Lived Intangible Assets For indefinite-lived intangible assets, such as the acquired IPR&D asset, the Company evaluates impairment annually or more frequently if impairment indicators exist. The annual evaluation is generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. The Company considers various factors including but not limited to significant or adverse changes in the legal and regulatory environment, adverse clinical trial results, significant trial delays, inability to obtain governmental approval, inability to commercialize a product candidate, the introduction or advancement of competitive products, and product candidates, or other events that indicate it is more likely than not that fair value is less than its carrying value. If the Company is unable to conclude whether the indefinite-lived intangible asset is not impaired after considering the totality of events and circumstances during its qualitative assessment, the Company performs a quantitative assessment by estimating the fair value of the indefinite-lived intangible asset and comparing the fair value to the carrying amount. Evaluating for impairment requires judgment, including evaluating current economic and competitive circumstances, estimating future cash flows, future growth rates, future profitability, and the expected life over which projected cash flows would occur. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, the Company writes down the indefinite-lived intangible asset to its estimated fair value, and an impairment loss equal to the difference between the assets fair value and carrying value is recognized in the consolidated statement of earnings in the period at which such determination is made.
Goodwill and Goodwill Impairment Assessment	Goodwill and Goodwill Impairment Assessment Goodwill is calculated as the excess of the consideration paid as part of an acquisition compared to the net assets recognized in a business combination. Goodwill represents the future economic benefits from the other acquired assets that could not be individually identified and separately quantified. The Company evaluates goodwill for possible impairment at least annually (during the fourth quarter of each fiscal year), or more often, if and when events and circumstances indicate that goodwill may be impaired. The annual evaluation is generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. This includes but is not limited to significant adverse changes in the business climate, market conditions, or other events that indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the Company is unable to conclude whether the goodwill is not impaired after considering the totality of events and circumstances during its qualitative assessment, the Company performs a quantitative assessment by estimating the fair value of the reporting unit and comparing the fair value to the carrying amount. Evaluating for impairment requires judgment, including identifying reporting units and estimating future cash flows. The Company estimates the fair values of its reporting unit using discounted cash flow models or other valuation models, such as comparative transactions or market multiples. If the carrying amount of the reporting unit exceeds its fair value, the Company writes down the goodwill to the estimated fair value, and an impairment loss equal to the difference is recognized in the consolidated statement of earnings in the period at which such determination is made.
Interest Expense	Interest Expense Interest expense includes the amortization of deferred financing costs and debt discount incurred by the Company in connection with the issuance of $402.5 million of 0.625% Convertible Senior Notes due 2023 (see Note 14, Interest Expense). The Company amortizes the deferred financing costs and debt discount over the term of the debt, using the effective interest method. Interest expense also includes stated interest in connection with the Company's debt instruments.
Revenue Recognition	Revenue Recognition The Company determines revenue recognition for our contractual arrangements with customers based on the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to our performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfy the relevant performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company does not adjust revenue for any financing effects in transactions where the Company expects the period between the transfer of the goods or services and collection to be less than one year. No contract assets or liabilities were recorded as of December 31, 2023, or 2022. Revenue from Product Sales The Company's customers are primarily pharmaceutical wholesalers, specialty pharmacies, and pharmaceutical distributors. Customers purchase product to fulfill orders from retail pharmacy chains and independent pharmacies of varying size and purchasing power. The Company recognizes gross revenue when its customers take control of its products, including title and ownership. Customer orders are generally fulfilled within a few days of order receipt, resulting in minimal order backlog. The Company recognizes revenue from product sales in an amount that reflects the consideration the Company expects to ultimately receive in exchange for those goods. Product sales are recorded net of various forms of variable consideration, including: provision for estimated rebates; provision for estimated future product returns; and an estimated provision for discounts. These are collectively considered "sales deductions." Sales deductions are based on estimates of the amounts earned or to be claimed on the related sales. These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of sale using the most likely value method. The Company includes these estimated amounts in the transaction price to the extent it is probable that a significant reversal will not occur. Variability in the net transaction price for the Company's products arises primarily from the aforementioned sales deductions. Significant judgment is required in estimating certain sales deductions. In making these estimates, the Company considers: historical experience; product price increases; current contractual arrangements under applicable payor programs; unbilled claims; processing time lags for claims; inventory levels in the wholesale, specialty pharmacy, and retail distribution channel; and product life cycle. The Company adjusts its estimates of revenue either when the most likely amount of consideration it expects to receive changes, or when the consideration becomes fixed. If actual results in the future vary from our estimates, the Company adjusts its estimates in the period identified. These adjustments could materially affect net product sales and earnings in the period in which the adjustment(s) is recorded. Sales Deductions The Company records product sales net of rebates, returns and discounts. •Rebates - Rebates are discounts which the Company pays under either public sector or private sector health care programs. Rebates paid under public sector programs are generally mandated under law, whereas private sector rebates are generally contractually negotiated by the Company with managed care providers. Both types of rebates vary over time. Rebates are owed when our customer dispenses our product to a patient; i.e., filling a prescription. For each of its products, the Company bases its estimates of expected rebate claims on multiple factors, including: historical levels of deductions; contractual terms with managed care providers; actual and anticipated changes in product price; prospective changes in managed care fee for service contracts; prospective changes in co-payment assistance programs; and anticipated changes in program utilization rates; i.e., patient participation rates under each specific program. The Company records an estimated liability for rebates at the time the customer takes title to the product (i.e., at the time of sale to wholesalers/distributors). This liability is recorded as a reduction to gross product sales, and an increase in Accrued product returns and rebates. The liability is recorded as a component of current liabilities on the consolidated balance sheets. •Returns - Sales of the Company's products are not subject to a general right of return. A product that has been used to fill patient prescriptions is no longer subject to any right of return. However, the Company will accept a return of product that is damaged or defective when shipped from its third party fulfillment centers. The Company will also accept a return of expired product six months prior to and up to 12 months subsequent to the product's expiry date for certain products. Expired or defective returned product cannot be re-sold and is therefore destroyed. The Company records an estimated liability for product returns at the time the customer takes title to the product (i.e., at time of sale). The liability is reflected as a reduction to gross product sales, and an increase in Accrued product returns and rebates. This liability is recorded as a component of current liabilities on the consolidated balance sheets. The Company estimates the liability for returns primarily based on the actual returns experience for its commercial products. Because the Company's products have a shelf life up to 48 months from the date of manufacture, and because the Company accepts return of product up to 12 months post its expiry date, there is a time lag of several years between the time when the product is sold and the time when the Company may issue credit on the expired product. •Sales discounts - Distributors and wholesalers of the Company's pharmaceutical products are generally offered various forms of consideration, including allowances, service fees and prompt payment discounts, for distributing our products. Distributor and wholesaler allowances and service fees arise from contractual agreements and are estimated as a percentage of the price at which the Company sells product to them. In addition, distributors and wholesalers are offered a prompt pay discount for payment within a specified period. Prompt pay discounts are estimated as a percentage of the price at which the Company sells product. The Company accounts for these discounts at the time of sale as a reduction to gross product sales and accounts receivable, net. Licensing Revenue License and Collaboration Arrangements At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC 606). For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above. The Company's agreements with third parties generally involve the right to use the Company's intellectual property as a functional license. Certain agreements include an up-front license fee and ongoing milestone payments upon the achievement of specific events, and may also require minimum royalty payments based on in-country sales of products developed from the applicable intellectual property. In determining when to recognize the revenue under a collaboration agreement, the Company assesses whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement. If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time. If the license is not expected to substantively change, the revenue is recognized at the point in time when the license is provided. Generally, the Company recognizes revenues from non-refundable up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Revenue recognition from milestone payments is dependent upon the facts and circumstances surrounding the milestone payments. Generally, milestone payments under the Company’s collaboration agreements with third parties are non-refundable. The Company evaluates whether achieving the milestones is considered probable and estimates the amount to be included in the transaction price using the most likely amount method. This can involve management's judgment that includes assessing factors that are outside of the Company's influence, such as: likelihood of regulatory success; availability of third party information; and expected duration of time until achievement of event. These factors are evaluated based on the specific facts and circumstances. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. Milestone payments based on a non-sales metric such as a development-based milestone (e.g. obtaining regulatory approval) represent variable consideration and would be included in the transaction price subject to any constraints. If the milestone payments relate to future development, the timing of recognition depends upon historical experience, the specific facts and circumstances, and the significance a third-party has on the outcome. Milestone payments that are not within the control of the Company, such as approval from regulatory authorities or where attainment of the specified event is dependent on the development activities of a third-party, are fully constrained and are not included in the transaction price until the period in which those regulatory approvals are obtained, or the specified event occurs due to the inherent uncertainty with the approval process. For milestone payments to be received upon the achievement of a sales threshold, the revenue from the milestone payments is recognized at the later of when the actual sales are incurred or the performance obligation to which the sales relate has been satisfied as noted below. Royalty Revenues Royalty revenues include cash royalty amounts received from third parties pursuant to settlement agreements and agreements with collaboration partners for the right to use the Company's intellectual property as a functional license. These agreements may include sales-based royalties on the licensed intellectual property to which the royalties relate and milestone payments based on the level of sales (collectively, "sales-based royalties"). For arrangements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). If it is probable that a significant revenue reversal will not occur, the Company will estimate the royalty revenues using the most likely amount method. Certain of the Company’s royalty revenues are recognized by the Company based on information supplied to the Company by its licensees and require estimates to be made. Sales-based royalties are recorded based on estimated net sales of the underlying product. Differences between actual royalty revenues and estimated royalty revenues are reconciled and adjusted for in the period in which they become known, which is generally within the following quarter. The difference between the Company’s actual and estimated royalty revenues has not been material to date. Royalty revenues also includes noncash royalty revenues for amounts earned pursuant to its royalty agreement with United Therapeutics Corporation (United Therapeutics) and is based on estimated product sales of Orenitram by United Therapeutics (see Note 3, Disaggregated Revenues). This agreement includes the right to use the Company's intellectual property as a functional license. In 2014, the Company sold certain of these royalty rights to Healthcare Royalty Partners III, L.P. (HC Royalty). Pursuant to this agreement, the Company recorded a nonrecourse liability related to this transaction and amortizes this liability as noncash royalty revenues. The Company also recognizes noncash interest expense related to the nonrecourse liability and accrues interest expense at an estimated effective interest rate (see Note 14, Interest Expense). This interest rate is determined based on projections of HC Royalty's rate of return. During the second quarter of 2023, full ownership of the royalty rights has reverted back to the Company as the cumulative payment threshold has been reached (see Note 3, Disaggregated Revenues and Note 15, Commitments and Contingencies).
Cost of Goods Sold	Cost of Goods Sold The cost of goods sold consists primarily of materials; third-party manufacturing costs; freight and distribution costs; direct labor; cost of royalties; cost to write down inventory to net realizable value and manufacturing overhead costs, including quality control and assurance.
Research and Development Expenses	Research and Development Expenses Research and development expenditures are expensed as incurred. These expenses include: employee salaries, benefits, and share-based compensation; cost of contract research and development services provided by third parties; costs for preclinical and clinical studies; cost of acquiring or manufacturing clinical trial materials; regulatory costs; research facilities costs; depreciation expense and allocated occupancy expenses; and license fees and milestone payments related to in-licensed products and technologies. Acquired IPR&D assets that are used for research and development and have no future alternative use are expensed as incurred in-process research and development. The Company estimates preclinical and clinical trial expenses based on services performed pursuant to contracts with research institutions, clinical investigators, clinical research organizations (CROs), and other service providers that perform services on the Company's behalf. In recording service fees, the Company estimates the cost of those services performed on behalf of the Company during the current period and compares those costs with the cumulative expenses recorded and payments made for such services. As appropriate, the Company accrues additional expense for services that have been delivered or defers nonrefundable advance payments until the related services are performed. If the actual timing of the performance of services or the level of effort varies from our estimate, the Company adjusts its accrued expenses, or its deferred advance payments, accordingly. If the Company subsequently determines that it no longer expects the services associated with a nonrefundable advance payment to be rendered, the remaining portion of that advance payment is charged to expense in the period in which such determination is made.
Share-Based Compensation	Share-Based Compensation Stock Options The Company recognizes share-based compensation expense over the service period, using the straight-line method. Employee share-based compensation for stock options is determined using the Black-Scholes option-pricing model to compute the fair value of option grants as of their grant date. Forfeitures are accounted for as incurred. The Company uses the following assumptions for estimating the fair value of option grants: Fair Value of Common Stock—The fair value of the common stock underlying the option grants is determined based on observable market prices of the Company's common stock. •Expected Volatility—Volatility is a measure of the amount by which the Company's share price has historically fluctuated or is expected to fluctuate on a daily basis and is expected to fluctuate (i.e., expected volatility) in the future. •Dividend Yield—The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Dividend yield is therefore zero. •Expected Term—This is the period of time during which options are expected to remain unexercised. For the years ended December 31, 2023, and 2022, we determined the expected term based on the historical exercise behavior of the stock option plan participants. Options have a maximum contractual term of ten years. •Risk-Free Interest Rate—This is the observed U.S. Treasury Note rate as of the week each option grant is issued, with a term that most closely resembles the expected term of the option. Restricted Stock Units (RSUs) Share-based compensation expense is recorded based on amortizing the fair market value of the RSU as of the date of the grant over the implied service period. RSUs granted to employees generally vest over four equivalent annual installments, starting on the first anniversary of the grant. RSUs granted to directors generally vest over a one year term. Performance Stock Units (PSUs) Performance-Based Awards Share-based compensation expense for performance-based awards is recognized based on amortizing the fair market value of the award as of the grant date over the periods during which the achievement of the performance target is probable. Performance-based awards require certain performance targets to be achieved in order for the award to vest. Vesting occurs on the date of achievement of the performance target. Forfeitures are accounted for as incurred. Market-Based Awards Share-based compensation expense for market-based awards is recognized on a straight-line basis over the requisite service period, regardless of whether the market condition has been satisfied. Market-based PSU awards vest upon the achievement of the performance target. Forfeitures are accounted for as incurred. The Company estimates the fair value of these awards as of the grant date using a Monte Carlo simulation that incorporates option-pricing inputs. This simulation covers the period from the grant date through the end of the derived requisite service period. Volatility as of the grant date is estimated based on historical daily volatility of the Company's common stock over a period of time, which is equivalent to the expected term of the award. The risk-free interest rate is based on the U.S. Treasury Note rate, as of the week, the award is issued, with a duration that most closely resembles the expected term of the award.
Leases	Leases The Company determines if an arrangement is a lease considering whether there is an identified asset, and the contract conveys the right to control its use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use (ROU) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The Company calculates the present value of future payments by using an estimated incremental borrowing rate, which approximates the rate at which the Company would borrow, on a secured basis and over a similar term. This rate is estimated based on information available at the commencement date of the lease and may differ for individual leases or portfolios of leased assets. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and lease liabilities. Lease expense for operating leases is recognized on a straight-line basis over the expected lease term and recognized as an operating cost. Some of the Company's leases include options to terminate prior to the end of the lease term or to extend the lease for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Company's lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes, or other costs. Variable lease costs are expensed as incurred on the consolidated statements of earnings. The Company's lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.
Advertising Expense	Advertising Expense Advertising expense includes the cost of promotional materials and activities, such as television, print media, digital marketing, marketing programs and speaker programs. The cost of the Company's advertising efforts are expensed as incurred.
Income Taxes	Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and deferred tax liabilities are determined based on differences between their financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. When appropriate, valuation allowances are established to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertain tax positions in its consolidated financial statements when it is more-likely-than-not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently estimated as the largest amount of the tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities, assuming full knowledge of the position and relevant facts. The Company's policy is to recognize any interest and penalties related to income taxes as income tax expense in the relevant period.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting Pronouncements Not Yet Adopted ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) - The new standard, issued in November 2023, improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted. The Company plans to adopt the guidance for the fiscal year ending December 31, 2024. We expect ASU 2023-07 to require additional disclosures in the notes to our consolidated financial statements. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements. ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) - The new standard, issued in December 2023, requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net earnings	$ 1,316	$ 60,711	$ 53,424
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	84,859	85,543	32,595
Navitor investment R&D expense (see Note 4)	0	0	15,000
Other income from Navitor (see Note 4)	0	(12,888)	0
Impairment of intangible assets	20,189	0	0
Amortization of deferred financing costs and debt discount	532	2,112	17,501
Share-based compensation expense	26,759	17,568	17,910
Realized gains from sales of marketable securities	0	(14)	(347)
Amortization of premium/discount on marketable securities	(122)	3,233	418
Changes in fair value of contingent consideration	(1,517)	(510)	(6,530)
Other noncash adjustments, net	13,920	11,638	(1,420)
Deferred income tax benefit	(25,714)	(26,324)	(4,994)
Changes in operating assets and liabilities:
Accounts receivable	18,765	(16,366)	3,867
Inventories	6,110	(17,858)	(14,580)
Prepaid expenses and other assets	(334)	12,303	(8,398)
Accrued product returns and rebates	2,609	18,941	4,502
Accounts payable and other liabilities	(36,287)	(19,163)	18,179
Contingent consideration	0	(2,100)	0
Net cash provided by operating activities	111,085	116,826	127,127
Cash flows from investing activities
Sales and maturities of marketable securities	370,901	190,739	530,509
Purchases of marketable securities	(101,621)	(406,990)	(311,573)
Acquisition of USWM, net of cash acquired	0	0	(950)
Acquisition of Adamas, net of cash acquired	0	0	(310,742)
Distribution from Navitor	0	0	12,888
Purchase of property and equipment and deferred legal fees paid	(551)	(412)	(2,045)
Net cash provided by (used in) investing activities	268,729	(216,663)	(81,913)
Cash flows from financing activities
Proceeds from issuance of common stock	6,610	12,423	7,095
Employee taxes paid related to net share settlement of equity awards	(1,990)	0	0
Proceeds from Line of Credit	93,000	0	0
Payments on Line of Credit	(93,000)	0	0
Payment on convertible notes	(402,500)	0	0
Proceeds from governmental loan and grant	0	0	800
Repayment of acquired Adamas loan	0	0	(138,315)
Payment of contingent consideration	0	(22,900)	0
Net cash used in financing activities	(397,880)	(10,477)	(130,420)
Net change in cash and cash equivalents	(18,066)	(110,314)	(85,206)
Cash and cash equivalents at beginning of year	93,120	203,434	288,640
Cash and cash equivalents at end of year	75,054	93,120	203,434
Supplemental cash flow information:
Cash paid for interest on debt	1,946	2,516	2,516
Cash paid for operating leases	17,112	12,883	11,908
Cash paid for income taxes	36,602	16,200	25,190
Noncash investing and financing activity:
Contingent consideration liability related to acquisitions	0	0	10,307
Property and equipment additions from utilization of tenant improvement allowance	$ 0	$ 580	$ 25

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ equity
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	130,000,000	130,000,000
Common stock, shares issued (in shares)	54,723,356	54,253,796
Common stock, shares outstanding (in shares)	54,723,356	54,253,796

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for operating leases	$ 17,112	$ 12,883	$ 11,908
Lease assets and tenant receivable obtained for new operating leases	$ 7,170	$ 1,867	$ 10,868

Disaggregated Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Disaggregation of Revenue [Abstract]

Summary of disaggregation of revenue by nature

The following table summarizes the disaggregation of revenues by product or source (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Net product sales
Qelbree	$	140,192	$	61,322	$	9,879
GOCOVRI	119,637		104,421		9,778
Oxtellar XR	113,404		115,345		110,708
Trokendi XR	94,336		261,221		304,817
APOKYN	75,083		75,305		99,233
Other(1)	31,281		31,818		33,089
Total net product sales	$	573,933	$	649,432	$	567,504
Royalty and licensing revenues	33,588		17,806		12,271
Total revenues	$	607,521	$	667,238	$	579,775

______________________________

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

The following table shows the percentage of net product sales to total net product sales:


	Percentage of Net Product Sales
	Years Ended December 31,
	2023	2022	2021
Qelbree	24%	9%	2%
GOCOVRI	21%	16%	2%
Oxtellar XR	20%	18%	19%
Trokendi XR	16%	40%	54%
APOKYN	13%	12%	17%
Other(1)	6%	5%	6%
Total	100%	100%	100%

______________________________

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

Business Organization	12 Months Ended
Business Organization	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization	Business Organization Supernus Pharmaceuticals, Inc. (the Company) was incorporated in Delaware and commenced operations in 2005. The Company is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. The Company's diverse neuroscience portfolio includes approved treatments for epilepsy, migraine, attention-deficit hyperactivity disorder (ADHD), hypomobility in Parkinson's Disease (PD), cervical dystonia, chronic sialorrhea, dyskinesia in PD patients receiving levodopa-based therapy, and drug induced extrapyramidal reactions in adult patients. The Company is developing a broad range of novel CNS product candidates including new potential treatments for hypomobility in PD, epilepsy, depression, and other CNS disorders. The Company has eight commercial products: Qelbree®, GOCOVRI®, Oxtellar XR®, Trokendi XR®, APOKYN®, XADAGO®, MYOBLOC®, and Osmolex ER®. In addition, SPN-830 (apomorphine infusion device) is a late-stage drug/device combination product candidate for the continuous treatment of motor fluctuations ("off" episodes) in PD patients that are not adequately controlled with oral levodopa and one or more adjunct PD medications.

Convertible Senior Notes Due 2023 - Summary of liability component of 2023 Notes (Details) - Convertible Debt $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
2023 Notes	$ 402,500
Unamortized debt discount and deferred financing costs	(532)
Total carrying value	$ 401,968

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.12-04(a))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

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

+ References + Details

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill

The following table sets forth the gross carrying amounts of goodwill (dollars in thousands):


	December 31, 2023		December 31, 2022
Goodwill	$	117,019	$	117,019

There were no goodwill impairment charges recognized in 2023 or 2022.

Intangible Assets, Net

The following table sets forth the gross carrying amounts and related accumulated amortization of intangibles assets (dollars in thousands):


		December 31, 2023						December 31, 2022
	Remaining Weighted- Average Amortization Period (Years)	Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net		Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net
Acquired in-process research and development		$	124,000	$	—	$	124,000	$	124,000	$	—	$	124,000
Intangible assets subject to amortization:
Acquired developed technology and product rights	6.84	661,311		(190,395)		470,916		681,500		(113,061)		568,439
Capitalized patent defense costs	0.67	43,820		(38,847)		4,973		43,820		(33,796)		10,024
Total intangible assets	6.78	$	829,131	$	(229,242)	$	599,889	$	849,320	$	(146,857)	$	702,463

Patent defense costs are deferred legal fees incurred in conjunction with defending patents for Oxtellar XR and Trokendi XR. U.S. patents covering Trokendi XR and Oxtellar XR will expire no earlier than 2027. In regards to Trokendi XR, the Company entered into settlement agreements that allowed third parties to enter the market by January 1, 2023. In regards to Oxtellar XR, the Company entered into settlement and license agreements that allows third parties to enter the market in September 2024, or sooner under certain conditions.

In regards to XADAGO, the Company entered into settlement and license agreements that allows third parties to enter the market in December 2027, or sooner under certain conditions.

In the fourth quarter of 2023, the Company recognized impairment charges of $20.2 million mainly due to the partial write-off of the carrying value of some of its acquired intangible assets, primarily XADAGO. The primary factors that led to the impairment determinations were the following: (1) the performance of the commercial products; (2) forthcoming loss of exclusivity of XADAGO; and (3) the change in the Company's future outlook of the brands. The Company recognized as impairment loss the difference between the estimated fair values and carrying values of these intangible assets. The Company used the discounted cash flow income approach to estimate the fair values of each of these intangible assets. The primary inputs and assumptions used in the model included timing and projections of estimated future revenues and cash flows, loss of exclusivity, and discount rate. The fair value measurement is classified as Level 3 within the fair value hierarchy as defined in ASC 820, Fair Value Measurement, due to the unobservable inputs used. The impairment loss is reported as Intangible asset impairment charges in the consolidated statements of earnings.

Amortization expense for intangible assets was approximately $82.4 million, $82.6 million, and $30.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The following table sets forth the anticipated annual amortization expense for definite-lived intangible assets. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors (dollars in thousands):


Year:	Estimated Amortization Expense
2024	$	77,977
2025	70,876
2026	70,876
2027	70,745
2028	69,301
Thereafter	116,114

Investments (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Schedule of unrestricted marketable securities

Unrestricted available-for-sale marketable securities held by the Company are as follows (dollars in thousands):


	December 31, 2023		December 31, 2022
Corporate, U.S. government agency and municipal debt securities
Amortized cost	$	197,153	$	466,333
Gross unrealized gains	5		14
Gross unrealized losses	(721)		(4,237)
Total fair value	$	196,437	$	462,110

Schedule of contractual maturities of the unrestricted available for sale marketable securities held

The contractual maturities of the unrestricted available-for-sale marketable securities held by the Company are as follows (dollars in thousands):


	December 31, 2023
Less than 1 year	$	179,820
1 year to 2 years	16,617



Total	$	196,437

Income Tax Expense - Narrative (Details) $ in Millions	12 Months Ended
Income Tax Expense - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($)
Operating Loss Carryforwards [Line Items]
Deferred tax assets, tax deferred expense	$ 1.3
U.S. Federal
Operating Loss Carryforwards [Line Items]
NOL carryforwards	374.0
NOLs utilized	42.6
U.S. Federal \| Adamas Pharmaceuticals
Operating Loss Carryforwards [Line Items]
NOL carryforwards	489.9
State
Operating Loss Carryforwards [Line Items]
NOLs utilized	$ 25.7

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net earnings per share

The following table sets forth the computation of basic and diluted EPS for the years ended December 31, 2023, 2022 and 2021 (dollars in thousands, except share and per share amounts):


	Years Ended December 31,
	2023		2022		2021
Numerator:
Net earnings	$	1,316	$	60,711	$	53,424
After-tax interest expense for 2023 Notes	—		3,556		—
Numerator for dilutive earnings per share	$	1,316	$	64,267	$	53,424
Denominator:
Weighted average shares outstanding, basic	54,536,281		53,665,143		53,099,330
Effect of dilutive securities:
Stock options, RSUs and SARs	970,547		1,230,721		1,257,414
Convertible Notes	—		6,783,936		—
Weighted average shares outstanding, diluted	55,506,828		61,679,800		54,356,744

Earnings per share, basic	$	0.02	$	1.13	$	1.01
Earnings per share, diluted	$	0.02	$	1.04	$	0.98

Schedule of common stock equivalents excluded in the calculation of diluted earnings per share

In addition to the above described effect of the Convertible Note Hedge and Warrant Transactions, the Company also excluded the common stock equivalents of the following outstanding stock-based awards and shares associated with the conversion of the 2023 Notes in the calculation of diluted EPS, because their inclusion would be anti-dilutive:


	Years Ended December 31,
	2023	2022	2021
Stock options, RSUs, PSUs	543,140	373,728	1,275,114
2023 Notes	1,691,337	—	—

Leases - Leases Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Operating lease assets	$ 28,994	$ 28,904
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Accounts payable and accrued liabilities
Operating lease liabilities, current portion	$ 8,331	$ 6,791
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accounts payable and accrued liabilities	Accounts payable and accrued liabilities
Lease liabilities, long-term
Operating lease liabilities, long term	$ 33,196	$ 35,998
Total lease liabilities	$ 41,527	$ 42,789

Earnings per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings per share (EPS) is calculated using the weighted average number of common shares outstanding. Diluted EPS is calculated using the weighted average number of common shares outstanding, including the dilutive effect of the Company’s stock option grants, SARs, RSUs, employee stock purchase plan (ESPP) awards, and the 2023 Notes, as determined per the if-converted method for the years ended December 31, 2023 and December 31, 2022 in connection with the adoption of ASU 2020-06, and the treasury stock method for the year ended December 31, 2021.

The following table sets forth the computation of basic and diluted EPS for the years ended December 31, 2023, 2022 and 2021 (dollars in thousands, except share and per share amounts):


	Years Ended December 31,
	2023		2022		2021
Numerator:
Net earnings	$	1,316	$	60,711	$	53,424
After-tax interest expense for 2023 Notes	—		3,556		—
Numerator for dilutive earnings per share	$	1,316	$	64,267	$	53,424
Denominator:
Weighted average shares outstanding, basic	54,536,281		53,665,143		53,099,330
Effect of dilutive securities:
Stock options, RSUs and SARs	970,547		1,230,721		1,257,414
Convertible Notes	—		6,783,936		—
Weighted average shares outstanding, diluted	55,506,828		61,679,800		54,356,744

Earnings per share, basic	$	0.02	$	1.13	$	1.01
Earnings per share, diluted	$	0.02	$	1.04	$	0.98

Effect of Convertible Notes and Related Convertible Note Hedges and Warrants

The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition. ASU 2020-06 requires the application of the if-converted method for calculating diluted EPS, whereas the Company previously calculated diluted EPS under the treasury stock method. As a result of the adoption of ASU 2020-06, the 6.8 million in dilutive shares associated with the conversion of the 2023 Notes were included in the calculation of diluted EPS for the year ended December 31, 2022 because their inclusion would be dilutive. For the year ended December 31, 2021, the Company calculated diluted earnings per share using the treasury stock method wherein the shares associated with the conversion of the 2023 Notes were excluded as the Company assumed the 2023 Notes would be settled entirely or partly in cash.

In connection with the issuance of the 2023 Notes, the Company entered into Convertible Note Hedge and Warrant Transactions as described further in Note 8, Debt. The expected collective impact of the Convertible Note Hedge and Warrant Transactions is to reduce the potential dilution that would occur if the price of the Company's common stock was between the conversion price of $59.33 per share and the strike price of the warrants of $80.91 per share.

The Convertible Note Hedge and Warrant Transactions are excluded in the calculation of diluted EPS because inclusion would be anti-dilutive. Specifically, the denominator of the diluted EPS calculation excludes the additional shares related to the warrants because the average price of the Company's common stock was less than the strike price of the warrants of $80.91 per share. Prior to actual conversion, the Convertible Note Hedge Transactions are not considered in calculating diluted EPS, as their impact would be anti-dilutive.


	Years Ended December 31,
	2023	2022	2021
Stock options, RSUs, PSUs	543,140	373,728	1,275,114
2023 Notes	1,691,337	—	—

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of customers that represent more than 10% of total revenue and more than 10% of accounts receivable, net

The following table shows the percentage of the Company's sales made to customers representing more than 10% of the Company's total gross product sales, and the percentage of the Company's accounts receivables, net from each:


	Percentage of Gross Product Sales						Percentage of Accounts Receivable, net
	2023		2022		2021		2023		2022
Customer A	28	%	26	%	28	%	38	%	37	%
Customer B	23	%	28	%	29	%	30	%	34	%
Customer C	25	%	26	%	29	%	16	%	15	%
Customer D	12	%	10	%	1	%	7	%	6	%
	88	%	90	%	87	%	91	%	92	%

Composition of Other Balance Sheet Items - Inventories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 16,274	$ 24,820
Work in process	31,212	31,710
Finished goods	29,922	35,011
Total inventories	77,408	91,541
Inventory write-offs	$ 8,000	$ 10,400

Share-Based Payments - SAR Activity (Details) - Stock option and Stock Appreciation Rights - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of Options and SAR
Outstanding at the beginning of the period (in shares)	5,797,569	5,774,076
Granted (in shares)	1,204,643	1,103,635
Exercised (in shares)	(258,154)	(817,919)
Forfeited (in shares)	(160,236)	(262,223)
Outstanding at the end of the period (in shares)	6,583,822	5,797,569	5,774,076
Vested and expected to vest (in shares)	6,583,822
Exercisable (in shares)	4,110,537
Weighted Average Exercise Price (per share)
Outstanding at the beginning of the period (in dollars per share)	$ 26.99	$ 24.15
Granted (in dollars per share)	37.78	32.12
Exercised (in dollars per share)	16.70	12.77
Forfeited (in dollars per share)	33.48	30.42
Outstanding at the end of the period (in dollars per share)	29.20	$ 26.99	$ 24.15
Vested and expected to vest (in dollars per share)	29.20
Exercisable (in dollars per share)	$ 26.58
Weighted Average Remaining Contractual Term (in years)
Outstanding at the end of the period	5 years 10 months 24 days	6 years 1 month 9 days	5 years 11 months 12 days
Vested and expected to vest	5 years 10 months 24 days
Exercisable	4 years 5 months 4 days
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 23,668	$ 53,650	$ 41,530
Vested and expected to vest	23,668
Exercisable	$ 22,305

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Product Licenses The Company has obtained exclusive licenses from third parties for proprietary rights to support the product candidates in the Company's CNS portfolio. Under these license agreements, the Company may be required to pay certain amounts upon the achievement of defined milestones. If these products are ultimately commercialized, the Company is also obligated to pay royalties to third parties, computed as a percentage of net product sales, for each respective product under a license agreement. Through the USWM Acquisition, the Company acquired licensing agreements with other pharmaceutical companies for APOKYN, XADAGO, and MYOBLOC. The Company is obligated to pay royalties to third parties, computed as a percentage of net product sales, for each of the products under the respective license agreements. The royalty expense incurred for these acquired products is recognized as Cost of goods sold in the consolidated statements of earnings. Royalty Agreement In the third quarter of 2014, the Company received $30.0 million pursuant to a Royalty Interest Acquisition Agreement related to the purchase by HC Royalty of certain of the Company's rights under the Company's agreement with United Therapeutics related to the commercialization of Orenitram (treprostinil) Extended-Release Tablets. The Company recorded a nonrecourse liability related to this transaction and amortizes this liability as noncash royalty revenues. Full ownership of the royalty rights has reverted back to the Company as the cumulative payment threshold has been reached as of June 30, 2023 (see Note 2, Summary of Significant Accounting Policies - Royalty Revenues and Note 3, Disaggregated Revenues). As of December 31, 2022, the nonrecourse liability related to sale of future royalties was $6.0 million and was included in Other current liabilities as reported on the consolidated balance sheet. USWM Enterprises Commitments Assumed As part of the USWM Acquisition, the Company assumed the remaining commitments of USWM Enterprises and its subsidiaries, which are discussed below. The Company assumed the annual minimum purchase requirement of MYOBLOC, amounting to an estimated €3.9 million annually, under the contract manufacturing agreement with Merz for manufacture and supply. Refer to Note 12, Leases for further discussion related to the Merz Agreement in connection with the MYOBLOC annual minimum purchase requirement. MDD US Operations, LLC (formerly US WorldMeds, LLC) and its subsidiary, Solstice Neurosciences, LLC (US) (collectively, the MDD Subsidiaries) entered into a Corporate Integrity Agreement (CIA) with the Office of Inspector General of the U.S. Department of Health and Human Services which was effective in April 2019. Under the CIA, the MDD Subsidiaries agreed to and paid $17.5 million to resolve U.S. Department of Justice allegations that it violated the False Claims Act and committed to the establishment and ongoing maintenance of an effective compliance program. The fine was paid by the MDD Subsidiaries prior to closing of the USWM Acquisition. As part of the USWM Acquisition, the Company assumed the obligations of the CIA and could become liable for payment of certain stipulated monetary penalties in the event of any CIA violations. In addition, the Company will continue to maintain a broad array of processes, policies and procedures necessary to comply with the CIA through March 2024. Data Breach-related Contingency On November 24, 2021, the Company announced that it was the target of a ransomware attack. The attack had no significant impact on our business and did not cause any long-term disruption to our operations. Based on its internal investigation, the Company believes the criminal ransomware groups ("criminal groups") copied certain data from the Company's systems, encrypted certain data on the Company's systems, and then deployed malware designed to impede access to the Company's systems. Thereafter the criminal groups contacted the Company and threatened to publish certain data copied from the Company's systems. Upon detection of the ransomware attack, the Company notified government authorities, engaged third-party cybersecurity experts through our outside counsel, and commenced its recovery process. The Company maintains redundant off-site data backups, which were verified to have not been compromised by the ransomware attack and were utilized to restore the data encrypted by the criminal groups. In the fourth quarter of 2021, the Company had successfully recovered the impacted files and took additional steps designed to further protect its networks and files. Furthermore, while the Company has not been the subject of any legal proceedings involving the attack, the likelihood that the Company could be the subject of claims from persons alleging they suffered damages from the incident or actions by governmental authorities is possible, but the amount of such fines, penalties or costs, if any, cannot be estimated at this time. The Company continues to monitor the situation. Claims and Litigation From time to time, the Company may be involved in various claims, litigation and legal proceedings. These matters may involve patent litigation, product liability and other product-related litigation, commercial and other matters, and government investigations, among others. On a quarterly basis, the Company reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated, the Company will accrue a liability for the estimated loss. Because of uncertainties related to claims, legal proceedings and litigation, accruals will be based on the Company's best estimates based on available information. The Company does not believe that any of these matters will have a material adverse effect on our financial position. The Company may reassess the potential liability related to these matters and may revise these estimates. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect the Company, its results of operations, financial condition and cash flows. NAMENDA XR/Namzaric Qui Tam Litigation On April 1, 2019, Adamas was served with a complaint filed in the United States District Court for the Northern District of California (the District Court) (Case No. 3:18-cv-03018-JCS) against it and several Allergan entities alleging violations of federal and state false claims acts (FCA) in connection with the commercialization of NAMENDA XR and Namzaric by Allergan. The lawsuit is a qui tam complaint brought by an individual, asserting rights of the federal government and various state governments. The lawsuit was originally filed in May 2018 under seal, and Adamas became aware of the lawsuit when it was served. The complaint alleges that patents held by Allergan and Adamas covering NAMENDA XR and Namzaric were procured through fraud on the United States Patent and Trademark Office and that these patents were asserted against potential generic manufacturers of NAMENDA XR and Namzaric to prevent the generic manufacturers from entering the market, thereby wrongfully excluding generic competition resulting in artificially high price being charged to government payors. Adamas' patents in question were licensed exclusively to Forest Laboratories Holdings Limited. The complaint includes a claim for damages of "potentially more than $2.5 billion dollars," treble damages and statutory penalties. To date the federal and state governments have declined to intervene in this action. This case is currently stayed pending Adamas's and Allergan's interlocutory appeal of the District Court's December 11, 2020 order denying Adamas's and Allergan's motion to dismiss the complaint. The appeal is pending in the United States Court of Appeals for the Ninth Circuit (Case No. 21-80005). Argument was held on January 10, 2022. On August 25, 2022, the Ninth Circuit sided with the defendants by reversing the District Court’s public disclosure bar rulings and remanding the case back to the District Court to decide certain issues in the first instance. On October 11, 2022, the plaintiff filed a petition for rehearing with the Ninth Circuit which was denied on November 3, 2022. On December 23, 2022, the defendants filed renewed motions to dismiss directed to the remaining unresolved issue. On March 20, 2023, the District Court entered an order and final judgement dismissing with prejudice the FCA claim while declining to exercise supplemental jurisdiction over the state false claims act claims which were dismissed without prejudice. On April 19, 2023, the plaintiff appealed the District Court's dismissal of the Federal False Claims Act claim. The appeal remains pending in the United States Court of Appeals for the Ninth Circuit. APOKYN Litigation On October 3, 2022, Sage Chemical, Inc. and TruPharma, LLC filed a lawsuit in the United States District Court for the District of Delaware (Case No.22-cv-1302) alleging that Supernus Pharmaceuticals, Inc., Britannia Pharmaceuticals Limited, and US WorldMeds Partners, LLC violated state and federal antitrust law in connection with APOKYN. On January 10, 2023, the Company filed motions to dismiss all claims and the lawsuit in its entirety. As of April 12, 2023, briefing on those motions is now complete. Those motions remain pending. On April 10, 2023, the Court issued a scheduling order that provides for a Pretrial Conference on March 7, 2025, and a jury trial beginning on March 24, 2025. Pretrial discovery is ongoing. The Company intends to defend itself vigorously. However, the Company can offer no assurances that it will be successful in a litigation. Apotex Settlement and License Agreement The Company entered into settlement and license agreements dated June 21, 2023 with Apotex Inc. The agreements settled ongoing patent litigation regarding Apotex ANDA filings seeking approval to market a generic version of the Company's 150mg, 300mg, and 600mg strength Oxtellar XR (extended-release oxcarbazepine) tablets in September 2024, or sooner under certain conditions.

Income Tax Expense - Reconciliation of Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation Of Valuation Allowance [Roll Forward]
Beginning balance	$ 59,598	$ 70,529	$ 582
Acquisition Accounting	0	(2,305)	69,697
Additions	1,268	435	250
Deductions	0	(9,061)	0
Ending balance	$ 60,866	$ 59,598	$ 70,529

Convertible Senior Notes Due 2023

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Convertible Senior Notes Due 2023

Debt

The 0.625% Convertible Senior Notes Due 2023 (2023 Notes), which were issued in March 2018, bear interest at an annual rate of 0.625%, payable semi-annually in arrears on April 1 and October 1 of each year. The 2023 Notes matured on April 1, 2023. On March 30, 2023, the Company transferred funds totaling $403.8 million to the Trustee (Wilmington Trust) related to the repayment of the 2023 Notes which was reported as restricted cash in the first quarter of 2023. On April 1, 2023, the Company paid the total principal amount due of $402.5 million under the 2023 Notes and the remaining outstanding interest due of $1.3 million with the restricted cash.

Contemporaneous with the issuance of the 2023 Notes, the Company also entered into separate privately negotiated convertible note hedge transactions (collectively, the Convertible Note Hedge Transactions) with each of the call spread counterparties. The Company issued 402,500 convertible note hedge options.

The Convertible Note Hedge Transactions were expected to reduce the potential dilution of the Company’s common stock upon conversion of the 2023 Notes, and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2023 Notes, as the case may be. As of March 31, 2023, the Convertible Note Hedges have expired.

Concurrently with entering into the Convertible Note Hedge Transactions, the Company also entered into separate privately negotiated warrant transactions (collectively, the Warrant Transactions) with each of the call spread counterparties. The Company issued a total of 6,783,939 warrants. The warrants entitle the holder to one share per warrant. The strike price of the Warrant Transactions will initially be $80.91 per share of the Company’s common stock, and is subject to adjustment.

The Warrant Transactions were intended to partially offset the cost to the Company of the purchased Convertible Note Hedge Transactions; however, the Warrant Transactions could have had a dilutive effect with respect to the Company’s common

stock, to the extent that the market price per share of the Company’s common stock, as measured under the terms of the Warrant Transactions, exceeded the strike price of the warrants. The warrants expired unexercised on November 22, 2023.

As of December 31, 2022, the liability component of the 2023 Notes consists of the following (dollars in thousands):


	December 31, 2022
2023 Notes	$	402,500
Unamortized debt discount and deferred financing costs	(532)
Total carrying value	$	401,968

The Company adopted ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, on January 1, 2022 using the modified retrospective method of transition resulting in an increase in the carrying amount of the debt by $20.6 million as of the adoption date. No 2023 Notes were ever converted.

Uncommitted Demand Secured Line of Credit

On February 8, 2023, the Company entered into a credit line agreement with UBS. The Credit Line provides for a revolving line of credit of up to $150 million, which can be drawn at any time. Any fixed rate borrowing will bear interest at a fixed interest rate, equal to the sum of (i) the UBS Fixed Funding Rate (as defined in the Credit Line) plus (ii) the applicable Percentage Spread established in the Credit Line. Any variable rate borrowing will bear interest at a variable interest rate, equal to the sum of (i) the UBS Variable Rate (as defined in the Credit Line) plus (ii) the applicable Percentage Spread established in the Credit Line.

The Credit Line is secured by a first priority lien and security interest in certain of the Company’s assets, including each account of the Company at UBS Financial Services Inc. (the “Collateral Account”), and other such collateral (collectively, the "Collateral"), as further defined in the Credit Line. The Company may be required to post additional collateral if the value of the Collateral declines below the required collateral maintenance requirements.

Upon certain customary events of default, all amounts due under the Credit Line will become immediately due and payable without demand, and UBS has the right, in its discretion, to liquidate, transfer, withdraw or sell all or any part of the Collateral and apply the proceeds to repay any borrowings pursuant to the Credit Line.

The Company has the right to repay any variable rate advance under the Credit Line at any time, in whole or in part, without penalty. The Company may repay any fixed rate advance in whole, but may not repay any fixed rate advance in part. In its discretion and without cause, UBS has the right at any time to demand full or partial payment of amounts borrowed pursuant to the Credit Line and terminate the Credit Line.

On March 30, 2023, the Company borrowed $93.0 million under the Credit Line, which bore a variable interest rate. The funds from this borrowing were used to repay outstanding indebtedness under the 2023 Notes as discussed above under the Convertible Senior Notes Due 2023. As of June 30, 2023, the Company repaid the total principal balance of $93.0 million under the Credit Line and the interest incurred on the Credit Line of $0.7 million. As of December 31, 2023, there was no outstanding debt under the Credit Line.

Commitments and Contingencies - (Details) $ in Thousands, € in Millions		1 Months Ended	3 Months Ended
	Apr. 01, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2022 USD ($)	Apr. 28, 2020 EUR (€)
Long-term Purchase Commitment [Line Items]
Proceeds from sale of intangible assets			$ 30,000
Other current liabilities \| Nonrecourse Royalty Liabilities
Long-term Purchase Commitment [Line Items]
Other Commitment				$ 6,000
NAMENDA XR/Namzaric Qui Tam Litigation
Long-term Purchase Commitment [Line Items]
Loss contingency, damages sought, value	$ 2,500,000
USWM Enterprises
Long-term Purchase Commitment [Line Items]
Annual minimum purchase quantity requirement amount \| €					€ 3.9
Payment to resolve U.S. Department of Justice allegations		$ 17,500

Business Organization (Details)	12 Months Ended
Business Organization (Details)	Dec. 31, 2023 product
Business Acquisition [Line Items]
Number of commercial products	8

Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net earnings	$ 1,316	$ 60,711	$ 53,424
Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities, net of tax	2,617	(4,749)	(7,436)
Other comprehensive gain (loss)	2,617	(4,749)	(7,436)
Comprehensive earnings	$ 3,933	$ 55,962	$ 45,988

- Definition

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

+ References

+ Details

Consolidated Statements of Earnings - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Revenues

Total revenues

$ 607,521

$ 667,238

$ 579,775

Costs and expenses

Costs of goods sold

^[1]

83,779

87,221

75,061

Research and development

91,593

74,552

90,467

Selling, general and administrative

336,361

377,221

304,759

Amortization of intangible assets

82,385

82,630

29,989

Impairment of intangible assets

20,189

Contingent consideration gain

(1,517)

(510)

(6,530)

Total costs and expenses

612,790

621,114

493,746

Operating earnings (loss)

(5,269)

46,124

86,029

Other income (expense)

Interest and other income, net

10,453

21,689

10,569

Interest expense

(2,415)

(7,070)

(23,423)

Total other income (expense)

8,038

14,619

(12,854)

Earnings before income taxes

2,769

60,743

73,175

Income tax expense

1,453

19,751

Net earnings

$ 1,316

$ 60,711

$ 53,424

Earnings per share

Basic (in dollars per share)

$ 0.02

$ 1.13

$ 1.01

Diluted (in dollars per share)

$ 0.02

$ 1.04

$ 0.98

Weighted-average shares outstanding

Basic (in shares)

54,536,281

53,665,143

53,099,330

Diluted (in shares)

55,506,828

61,679,800

54,356,744

Net product sales

Revenues

Total revenues

$ 573,933

$ 649,432

$ 567,504

Royalty and licensing revenues

Revenues

Total revenues

$ 33,588

$ 17,806

$ 12,271

[1]	Excludes amortization of intangible assets.

Fair Value of Financial Instruments - Carrying Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Contingent consideration	$ 53,450	$ 54,967
Recurring \| Total Fair Value
Other noncurrent assets
Marketable securities - restricted (SERP)	568	496
Total assets at fair value	272,059	555,726
Liabilities:
Contingent consideration	53,450	54,967
Total liabilities at fair value	53,450	54,967
Recurring \| Corporate, U.S. government agency and municipal debt securities \| Total Fair Value
Marketable securities
Marketable securities	179,820	368,214
Recurring \| Corporate and municipal debt securities \| Total Fair Value
Long term marketable securities
Long term marketable securities	16,617	93,896
Recurring \| Cash \| Total Fair Value
Assets:
Cash and cash equivalents	35,957	52,181
Recurring \| Money market funds \| Total Fair Value
Assets:
Cash and cash equivalents	39,097	40,939
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Total Fair Value
Liabilities:
Contingent consideration	0	0
Total liabilities at fair value	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Estimate of Fair Value Measurement
Other noncurrent assets
Marketable securities - restricted (SERP)	16	11
Total assets at fair value	75,070	93,131
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Corporate, U.S. government agency and municipal debt securities \| Estimate of Fair Value Measurement
Marketable securities
Marketable securities	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Corporate and municipal debt securities \| Estimate of Fair Value Measurement
Long term marketable securities
Long term marketable securities	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Cash \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	35,957	52,181
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Money market funds \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	39,097	40,939
Recurring \| Significant Other Observable Inputs (Level 2) \| Total Fair Value
Liabilities:
Contingent consideration	0	0
Total liabilities at fair value	0	0
Recurring \| Significant Other Observable Inputs (Level 2) \| Estimate of Fair Value Measurement
Other noncurrent assets
Marketable securities - restricted (SERP)	552	485
Total assets at fair value	196,989	462,595
Recurring \| Significant Other Observable Inputs (Level 2) \| Corporate, U.S. government agency and municipal debt securities \| Estimate of Fair Value Measurement
Marketable securities
Marketable securities	179,820	368,214
Recurring \| Significant Other Observable Inputs (Level 2) \| Corporate and municipal debt securities \| Estimate of Fair Value Measurement
Long term marketable securities
Long term marketable securities	16,617	93,896
Recurring \| Significant Other Observable Inputs (Level 2) \| Cash \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	0	0
Recurring \| Significant Other Observable Inputs (Level 2) \| Money market funds \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	0	0
Recurring \| Unobservable Inputs that Reflect the Company's own Assumptions (Level 3) \| Total Fair Value
Liabilities:
Contingent consideration	53,450	54,967
Total liabilities at fair value	53,450	54,967
Recurring \| Unobservable Inputs that Reflect the Company's own Assumptions (Level 3) \| Estimate of Fair Value Measurement
Other noncurrent assets
Marketable securities - restricted (SERP)	0	0
Total assets at fair value	0	0
Recurring \| Unobservable Inputs that Reflect the Company's own Assumptions (Level 3) \| Corporate, U.S. government agency and municipal debt securities \| Estimate of Fair Value Measurement
Marketable securities
Marketable securities	0	0
Recurring \| Unobservable Inputs that Reflect the Company's own Assumptions (Level 3) \| Corporate and municipal debt securities \| Estimate of Fair Value Measurement
Long term marketable securities
Long term marketable securities	0	0
Recurring \| Unobservable Inputs that Reflect the Company's own Assumptions (Level 3) \| Cash \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	0	0
Recurring \| Unobservable Inputs that Reflect the Company's own Assumptions (Level 3) \| Money market funds \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	$ 0	$ 0

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 75,054	$ 93,120
Marketable securities	179,820	368,214
Accounts receivable, net	144,155	165,497
Inventories, net	77,408	91,541
Prepaid expenses and other current assets	16,676	15,779
Total current assets	493,113	734,151
Long term marketable securities	16,617	93,896
Property and equipment, net	13,530	15,173
Intangible assets, net	599,889	702,463
Goodwill	117,019	117,019
Other assets	37,505	39,806
Total assets	1,277,673	1,702,508
Current liabilities
Accounts payable and accrued liabilities	79,569	96,342
Accrued product returns and rebates	154,274	151,665
Contingent consideration, current portion	52,070	21,120
Convertible notes, net	0	401,968
Other current liabilities	4,283	16,863
Total current liabilities	290,196	687,958
Contingent consideration, long term	1,380	33,847
Operating lease liabilities, long term	33,196	35,998
Deferred income tax liabilities, net	24,963	49,809
Other liabilities	6,422	8,692
Total liabilities	356,157	816,304
Stockholders’ equity
Common stock, $0.001 par value; 130,000,000 shares authorized; 54,723,356 and 54,253,796 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	55	54
Additional paid-in capital	439,493	408,115
Accumulated other comprehensive (loss) earnings, net of tax	(593)	(3,210)
Retained earnings	482,561	481,245
Total stockholders’ equity	921,516	886,204
Total liabilities and stockholders’ equity	$ 1,277,673	$ 1,702,508

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The fair value of an asset or liability represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unrelated market participants.

The Company reports the fair value of assets and liabilities using a three level measurement hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy consists of the following three levels:

•Level 1—Valuations based on unadjusted quoted prices in active markets that are accessible at measurement date for identical assets.

•Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and model-based valuations in which all significant inputs are observable in the market, either directly or indirectly (e.g., interest rates; yield curves).

•Level 3—Valuations using significant inputs that are unobservable in the market and inputs that reflect the Company’s own assumptions. These are based on the best information available, including the Company’s own data.

The fair value of the restricted marketable securities which are classified as Level 2 financial assets are recorded in Other assets on the consolidated balance sheets. There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy.

Financial Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis are as follows (dollars in thousands):


			Fair Value Measurements at December 31, 2023
	Total Fair Value at December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs that Reflect the Company's own Assumptions (Level 3)
Assets:
Cash and cash equivalents
Cash	$	35,957	$	35,957	$	—	$	—
Money market funds	39,097		39,097		—		—
Marketable securities
Corporate, U.S. government agency and municipal debt securities	179,820		—		179,820		—
Long term marketable securities
Corporate and municipal debt securities	16,617		—		16,617		—
Other noncurrent assets
Marketable securities - restricted (SERP)	568		16		552		—
Total assets at fair value	$	272,059	$	75,070	$	196,989	$	—
Liabilities:
Contingent consideration	$	53,450	$	—	$	—	$	53,450
Total liabilities at fair value	$	53,450	$	—	$	—	$	53,450


			Fair Value Measurements at December 31, 2022
	Total Fair Value at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs that Reflect the Company's own Assumptions (Level 3)
Assets:
Cash and cash equivalents
Cash	$	52,181	$	52,181	$	—	$	—
Money market funds	40,939		40,939		—		—
Marketable securities
Corporate, U.S. government agency and municipal debt securities	368,214		—		368,214		—
Long term marketable securities
Corporate and municipal debt securities	93,896		—		93,896		—
Other noncurrent assets
Marketable securities - restricted (SERP)	496		11		485		—
Total assets at fair value	$	555,726	$	93,131	$	462,595	$	—
Liabilities:
Contingent consideration	$	54,967	$	—	$	—	$	54,967
Total liabilities at fair value	$	54,967	$	—	$	—	$	54,967

Other Financial Instruments

The carrying amounts of other financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximate fair value due to their short-term maturities.

Financial Liabilities Recorded at Carrying Value

The following table sets forth the carrying value and fair value of the Company's financial liabilities that are not carried at fair value (dollars in thousands):


	December 31, 2022
	Carrying Value		Fair Value (Level 2)
Convertible notes, net	$	401,968	$	395,959

The fair value was estimated based on actual trading information, and quoted prices, both provided by bond traders.

- Definition

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

+ References + Details

Composition of Other Balance Sheet Items

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Other Balance Sheet Items

The following details the composition of other balance sheet items (dollars in thousands for amounts in tables):

Accounts Receivable

As of December 31, 2023, and December 31, 2022, the Company has reduced accounts receivable by approximately $10.7 million and $13.0 million, respectively. Prompt pay discount and contractual service fees, which were originally recorded as reduction to revenues, represents estimated amounts not expected to be paid by our customers. The Company's customers are primarily pharmaceutical wholesalers and distributors and specialty pharmacies.

Inventories, net

Inventories consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Raw materials	$	16,274	$	24,820
Work in process	31,212		31,710
Finished goods	29,922		35,011
Total	$	77,408	$	91,541

The Company recorded inventory write-offs of $8.0 million and $10.4 million for the years ended December 31, 2023 and 2022, respectively.

Property and Equipment, net

Property and equipment consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Lab equipment and furniture	$	13,069	$	12,127
Leasehold improvements	14,023		14,023
Software	883		883
Computer equipment	960		983
Construction-in-progress	—		206
	28,935		28,222
Less accumulated depreciation and amortization	(15,405)		(13,049)
Total	$	13,530	$	15,173

Depreciation and amortization expense on property and equipment was approximately $2.5 million, $3.0 million, and $2.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Accounts payable	$	1,964	$	10,543
Accrued compensation, benefits, & related accruals	20,722		16,963
Accrued manufacturing expenses	11,652		15,216
Accrued sales & marketing	11,666		16,783
Accrued R&D expenses	10,530		7,490
Operating lease liabilities, current portion (1)	8,331		6,791
Accrued royalties (2)	7,918		12,022
Other accrued expenses	6,786		10,534
Total	$	79,569	$	96,342

(1) Refer to Note 12, Leases.

(2) Refer to Note 15, Commitments and Contingencies.

Accrued Product Returns and Rebates

Accrued product returns and rebates consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Accrued product rebates	$	96,984	$	106,657
Accrued product returns	57,290		45,008
Total	$	154,274	$	151,665

Share-Based Payments - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payments
Total	$ 26,759	$ 17,568	$ 17,910
Research and development
Share-based Payments
Total	4,743	2,922	2,403
Selling, general and administrative
Share-based Payments
Total	$ 22,016	$ 14,646	$ 15,507

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Feb. 20, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-35518
Entity Registrant Name	SUPERNUS PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2590184
Entity Address, Address Line One	9715 Key West Avenue
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	(301)
Local Phone Number	838-2500
Title of 12(b) Security	Common Stock, $0.001 Par Value
Entity Common Stock, Shares Outstanding		54,734,956
Trading Symbol	SUPN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1,639,709,489
Documents Incorporated by Reference	Certain portions of the registrant's definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's 2023 fiscal year end, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001356576
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

Goodwill and Intangible Assets, Net - Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Estimated Amortization Expense
2024	$ 77,977
2025	70,876
2026	70,876
2027	70,745
2028	69,301
Thereafter	$ 116,114

Share-Based Payments - Fair Value of Each Option Awarded (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation
Dividend yield (as a percent)	0.00%
Stock Option
Share-Based Compensation
Expected volatility, minimum (as a percent)	56.87%	58.71%	60.62%
Expected volatility, maximum (as a percent)	58.22%	60.15%	61.80%
Dividend yield (as a percent)	0.00%	0.00%	0.00%
Risk-free interest rate, minimum (as a percent)	3.27%	1.87%	0.72%
Risk-free interest rate, maximum (as a percent)	4.33%	3.70%	1.30%
Stock Option \| Minimum
Share-Based Compensation
Fair value of common stock (in dollars per share)	$ 27.66	$ 28.93	$ 25.09
Expected term (in years)	5 years 7 months 6 days	5 years 6 months 29 days	5 years 7 months 17 days
Stock Option \| Maximum
Share-Based Compensation
Fair value of common stock (in dollars per share)	$ 38.60	$ 35.23	$ 30.45
Expected term (in years)	7 years 10 days	6 years 8 months 19 days	6 years 6 months 21 days

Summary of Significant Accounting Policies - Accounts Receivable, Net and Concentration of Credit Risk (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Percentage of Gross Product Sales \| All Major Customers
Accounts Receivable, Net
Concentration risk percentage	88.00%	90.00%	87.00%
Percentage of Gross Product Sales \| Customer A
Accounts Receivable, Net
Concentration risk percentage	28.00%	26.00%	28.00%
Percentage of Gross Product Sales \| Customer B
Accounts Receivable, Net
Concentration risk percentage	23.00%	28.00%	29.00%
Percentage of Gross Product Sales \| Customer C
Accounts Receivable, Net
Concentration risk percentage	25.00%	26.00%	29.00%
Percentage of Gross Product Sales \| Customer D
Accounts Receivable, Net
Concentration risk percentage	12.00%	10.00%	1.00%
Percentage of Accounts Receivable, net \| All Major Customers
Accounts Receivable, Net
Concentration risk percentage	91.00%	92.00%
Percentage of Accounts Receivable, net \| Customer A
Accounts Receivable, Net
Concentration risk percentage	38.00%	37.00%
Percentage of Accounts Receivable, net \| Customer B
Accounts Receivable, Net
Concentration risk percentage	30.00%	34.00%
Percentage of Accounts Receivable, net \| Customer C
Accounts Receivable, Net
Concentration risk percentage	16.00%	15.00%
Percentage of Accounts Receivable, net \| Customer D
Accounts Receivable, Net
Concentration risk percentage	7.00%	6.00%

Leases - Narrative (Details) - renewalOption	Nov. 24, 2021	Feb. 01, 2019
Leases [Abstract]
Optional lease renewal term (in years)	5 years	10 years
Number of renewal options	1

Composition of Other Balance Sheet Items - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 1,964	$ 10,543
Accrued compensation, benefits, & related accruals	20,722	16,963
Accrued manufacturing expenses	11,652	15,216
Accrued sales & marketing	11,666	16,783
Accrued R&D expenses	10,530	7,490
Operating lease liabilities, current portion	8,331	6,791
Accrued royalties	7,918	12,022
Other accrued expenses	6,786	10,534
Total	$ 79,569	$ 96,342

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of fair value of the financial assets and liabilities

The Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis are as follows (dollars in thousands):


			Fair Value Measurements at December 31, 2023
	Total Fair Value at December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs that Reflect the Company's own Assumptions (Level 3)
Assets:
Cash and cash equivalents
Cash	$	35,957	$	35,957	$	—	$	—
Money market funds	39,097		39,097		—		—
Marketable securities
Corporate, U.S. government agency and municipal debt securities	179,820		—		179,820		—
Long term marketable securities
Corporate and municipal debt securities	16,617		—		16,617		—
Other noncurrent assets
Marketable securities - restricted (SERP)	568		16		552		—
Total assets at fair value	$	272,059	$	75,070	$	196,989	$	—
Liabilities:
Contingent consideration	$	53,450	$	—	$	—	$	53,450
Total liabilities at fair value	$	53,450	$	—	$	—	$	53,450


			Fair Value Measurements at December 31, 2022
	Total Fair Value at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs that Reflect the Company's own Assumptions (Level 3)
Assets:
Cash and cash equivalents
Cash	$	52,181	$	52,181	$	—	$	—
Money market funds	40,939		40,939		—		—
Marketable securities
Corporate, U.S. government agency and municipal debt securities	368,214		—		368,214		—
Long term marketable securities
Corporate and municipal debt securities	93,896		—		93,896		—
Other noncurrent assets
Marketable securities - restricted (SERP)	496		11		485		—
Total assets at fair value	$	555,726	$	93,131	$	462,595	$	—
Liabilities:
Contingent consideration	$	54,967	$	—	$	—	$	54,967
Total liabilities at fair value	$	54,967	$	—	$	—	$	54,967

Schedule of financial liabilities that are not carried at fair value

The following table sets forth the carrying value and fair value of the Company's financial liabilities that are not carried at fair value (dollars in thousands):


	December 31, 2022
	Carrying Value		Fair Value (Level 2)
Convertible notes, net	$	401,968	$	395,959

Interest Expense (Tables)

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Schedule of other (expenses) income

Interest expense consists of the following (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Interest expense	$	(1,321)	$	(2,542)	$	(2,195)
Noncash interest expense on nonrecourse liability related to sale of future royalties	(562)		(2,416)		(3,727)
Noncash interest expense on debt	(532)		(2,112)		(17,501)
Total	$	(2,415)	$	(7,070)	$	(23,423)

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Recognition
Contract assets	$ 0	$ 0
Contract liabilities	$ 0	0
Sales return period prior to expiry date	6 months
Sales return period subsequent to expiry date	12 months
Royalty revenue agreements
Revenue Recognition
Minimum guaranteed amounts owed to company	$ 0	$ 0
Maximum
Revenue Recognition
Product shelf life	48 months

Share-Based Payments (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of share-based compensation expense

Share-based compensation expense is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Research and development	$	4,743	$	2,922	$	2,403
Selling, general and administrative	22,016		14,646		15,507
Total	$	26,759	$	17,568	$	17,910

Summary of stock option and SAR activity

The following table summarizes stock option and stock appreciation rights (SAR) activities:


	Number of Options & SARs	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021	5,774,076	$	24.15	5.95	$	41,530
Granted	1,103,635	$	32.12
Exercised	(817,919)	$	12.77
Forfeited	(262,223)	$	30.42
Outstanding, December 31, 2022	5,797,569	$	26.99	6.11	$	53,650
Granted	1,204,643	$	37.78
Exercised	(258,154)	$	16.70
Forfeited	(160,236)	$	33.48
Outstanding, December 31, 2023	6,583,822	$	29.20	5.90	$	23,668
As of December 31, 2023
Vested and expected to vest	6,583,822	$	29.20	5.90	$	23,668
Exercisable	4,110,537	$	26.58	4.43	$	22,305

Schedule of assumptions used in estimation of fair value of each award option on the date of grant using black-scholes option-pricing model

The fair value of each option award is estimated on the date of the grant, using the Black-Scholes option-pricing model and the assumptions in the following table:


	Years Ended December 31,
	2023	2022	2021
Fair value of common stock	$27.66 - $38.60	$28.93 - $35.23	$25.09 - $30.45
Expected volatility	56.87% - 58.22%	58.71% - 60.15%	60.62% - 61.8%
Dividend yield	0%	0%	0%
Expected term	5.60 years - 7.03 years	5.58 years - 6.72 years	5.63 years - 6.56 years
Risk-free interest rate	3.27% - 4.33%	1.87% - 3.70%	0.72% - 1.3%

Restricted stock and restricted stock unit activity

The following table summarizes restricted stock unit (RSU) activities:


	Number of RSUs	Weighted- Average Grant Date Fair Value per Share		Aggregate Intrinsic Value (in thousands)		Aggregate Fair Value (in thousands)
Nonvested, December 31, 2021	21,110	$	29.61
Granted	134,460	$	32.17
Vested	(21,110)	$	29.61	$	69.5	$	625.1
Forfeited	(2,500)	$	32.20
Nonvested, December 31, 2022	131,960	$	32.17
Granted	227,980	$	38.60
Vested	(47,049)	$	32.18	$	1,814.3	$	1,514.0
Forfeited	(12,750)	$	35.68
Nonvested, December 31, 2023	300,141	$	36.90

Performance shares activity

The following table summarizes performance share unit (PSU) activities:


	Performance-Based PSUs			Market-Based Units			Total PSUs
	Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share
Nonvested, December 31, 2021	53,500	$	29.82	35,625	$	26.34	89,125	$	28.43
Granted	155,000	$	28.93	—	$	—	155,000	$	28.93
Vested	(22,250)	$	29.69	(15,625)	$	23.41	(37,875)	$	27.10
Forfeited	(4,500)	$	29.94	—	$	—	(4,500)	$	29.94
Nonvested, December 31, 2022	181,750	$	29.07	20,000	$	28.63	201,750	$	29.03
Granted	205,000	$	34.00	—	$	—	205,000	$	34.00
Vested	(132,120)	$	30.72	—	$	—	(132,120)	$	30.72
Forfeited	(3,000)	$	28.93	—	$	—	(3,000)	$	28.93
Nonvested, December 31, 2023	251,630	$	32.22	20,000	$	28.63	271,630	$	31.96

Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Advertising costs	$ 99.7	$ 131.7	$ 86.0

Goodwill and Intangible Assets, Net - Schedule of Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 117,019,000	$ 117,019,000
Goodwill impairment charges	$ 0	$ 0

- Definition

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

+ References + Details

Share-Based Payments

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Payments

Share-Based Payments

Common Stock

The holders of the Company's common stock are entitled to one vote for each share of common stock held.

Equity Incentive Plan

The Company has adopted the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (2021 Plan) which was approved by the stockholders in June 2021. The 2021 Plan is the successor to, and replaced the 2012 Equity Incentive Plan, as

amended (the 2012 Plan). The 2021 Plan is administered by the Company's Board of Directors and the Company's Compensation Committee of the Board. The 2021 Plan provides for the grant of stock options and certain other equity awards, including: stock appreciation rights (SARs); restricted and unrestricted stock; stock units; performance awards; cash awards; and other awards that are convertible into or otherwise based on the Company's common stock, to the Company's key employees, directors, consultants, and advisors. The maximum number of shares that can be issued under the 2021 Plan shall not exceed 4,951,859 shares, which is the sum of (i) 2,000,000 shares and (ii) the approximately 2,951,859 shares that were available for grant under the 2012 Plan as of April 16, 2021. Option awards are granted with an exercise price equal to the closing price of the Company's common stock as of the grant date. Options and awards granted have a 10 year contractual term. Options and awards granted to employees, consultants and advisors generally vest in four equivalent annual installments, starting on the first anniversary of the grant's date. Options and awards granted to the directors generally vest over a one year term.

Employee Stock Purchase Plan

The Company has adopted the Supernus Pharmaceuticals, Inc. 2012 Employee Stock Purchase Plan, as amended (the ESPP). The ESPP allows eligible employees the opportunity to acquire shares of the Company's common stock at periodic intervals through accumulated payroll deductions. These deductions are applied at the semi-annual purchase dates of June 30 and December 31 to purchase shares of common stock at a discount. Eligible employees may purchase shares at the lower of 85% of the fair market value at either the first day of the purchase period or the fair market value at the end of the purchase period. The ESPP provides for the issuance of up to 1,700,000 shares of the Company's common stock. The Company records compensation expense related to its ESPP.

Share-based compensation expense is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Research and development	$	4,743	$	2,922	$	2,403
Selling, general and administrative	22,016		14,646		15,507
Total	$	26,759	$	17,568	$	17,910

Stock Option and Stock Appreciation Rights

The following table summarizes stock option and stock appreciation rights (SAR) activities:


	Number of Options & SARs	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2021	5,774,076	$	24.15	5.95	$	41,530
Granted	1,103,635	$	32.12
Exercised	(817,919)	$	12.77
Forfeited	(262,223)	$	30.42
Outstanding, December 31, 2022	5,797,569	$	26.99	6.11	$	53,650
Granted	1,204,643	$	37.78
Exercised	(258,154)	$	16.70
Forfeited	(160,236)	$	33.48
Outstanding, December 31, 2023	6,583,822	$	29.20	5.90	$	23,668
As of December 31, 2023
Vested and expected to vest	6,583,822	$	29.20	5.90	$	23,668
Exercisable	4,110,537	$	26.58	4.43	$	22,305

The weighted-average grant date fair value of options granted for the years ended December 31, 2023, 2022, and 2021 were $21.3 million, $18.1 million, and $16.3 million per share, respectively.

The aggregate intrinsic value of shares exercised for the years ended December 31, 2023, 2022, and 2021 were $5.1 million, $16.3 million, and $2.8 million, respectively. Proceeds from the options exercised for the years ended December 31, 2023, 2022, and 2021 were $4.3 million, $10.4 million, and $4.9 million, respectively.

The total fair value of the underlying common stock related to shares that vested during the years ended December 31, 2023, 2022, and 2021 were approximately $14.8 million, $13.9 million, and $13.9 million, respectively.

The fair value of each option award is estimated on the date of the grant, using the Black-Scholes option-pricing model and the assumptions in the following table:


	Years Ended December 31,
	2023	2022	2021
Fair value of common stock	$27.66 - $38.60	$28.93 - $35.23	$25.09 - $30.45
Expected volatility	56.87% - 58.22%	58.71% - 60.15%	60.62% - 61.8%
Dividend yield	0%	0%	0%
Expected term	5.60 years - 7.03 years	5.58 years - 6.72 years	5.63 years - 6.56 years
Risk-free interest rate	3.27% - 4.33%	1.87% - 3.70%	0.72% - 1.3%

As of December 31, 2023, the total unrecognized compensation expense was approximately $34.1 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.7 years.

Restricted Stock Units

The following table summarizes restricted stock unit (RSU) activities:


	Number of RSUs	Weighted- Average Grant Date Fair Value per Share		Aggregate Intrinsic Value (in thousands)		Aggregate Fair Value (in thousands)
Nonvested, December 31, 2021	21,110	$	29.61
Granted	134,460	$	32.17
Vested	(21,110)	$	29.61	$	69.5	$	625.1
Forfeited	(2,500)	$	32.20
Nonvested, December 31, 2022	131,960	$	32.17
Granted	227,980	$	38.60
Vested	(47,049)	$	32.18	$	1,814.3	$	1,514.0
Forfeited	(12,750)	$	35.68
Nonvested, December 31, 2023	300,141	$	36.90

As of December 31, 2023, the total unrecognized compensation expense was $8.0 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.9 years.

Performance Stock Units

The following table summarizes performance share unit (PSU) activities:


	Performance-Based PSUs			Market-Based Units			Total PSUs
	Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share
Nonvested, December 31, 2021	53,500	$	29.82	35,625	$	26.34	89,125	$	28.43
Granted	155,000	$	28.93	—	$	—	155,000	$	28.93
Vested	(22,250)	$	29.69	(15,625)	$	23.41	(37,875)	$	27.10
Forfeited	(4,500)	$	29.94	—	$	—	(4,500)	$	29.94
Nonvested, December 31, 2022	181,750	$	29.07	20,000	$	28.63	201,750	$	29.03
Granted	205,000	$	34.00	—	$	—	205,000	$	34.00
Vested	(132,120)	$	30.72	—	$	—	(132,120)	$	30.72
Forfeited	(3,000)	$	28.93	—	$	—	(3,000)	$	28.93
Nonvested, December 31, 2023	251,630	$	32.22	20,000	$	28.63	271,630	$	31.96

The total fair value of PSUs that vested during the years ended December 31, 2023, 2022, and 2021 were $4.1 million, $1.0 million, and $1.2 million, respectively. The total intrinsic value of PSUs vested during the years ended December 31, 2023, 2022, and 2021 were $0.5 million, $0.2 million, and $0.0 million, respectively.

Performance-Based Awards

The performance-based PSU awards require certain performance targets to be achieved in order to vest. Vesting is also subject to continued service requirements through the date of achievement of the performance target is certified. As of December 31, 2023, the total unrecognized compensation expense was $4.2 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 1.2 years.

Market-Based Awards

The market-based PSU awards are subject to achievement of market-based performance targets in order to vest. The Company used a Monte-Carlo Simulation to determine the fair value and expected term of the awards as of grant date. There was no unrecognized compensation expense as of December 31, 2023. The expected term of the awards granted in 2021 was 0.9 years.

Contingent Consideration (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of business acquisitions by acquisition, contingent consideration

The following table provides the current and long-term portions related to the contingent consideration for the USWM Acquisition and Adamas Acquisition (dollars in thousands):


	December 31, 2023		December 31, 2022
Reported under the following captions in the consolidated balance sheets:
Contingent consideration, current portion	$	52,070	$	21,120
Contingent consideration, long-term	1,380		33,847
Total	$	53,450	$	54,967

Reconciliation of the beginning and ending balances related to the contingent consideration

The following table provides a reconciliation of the beginning and ending balances related to the contingent consideration liabilities for the USWM Acquisition and Adamas Acquisition (dollars in thousands):


	USWM Acquisition		Adamas Acquisition		Total
Balance at December 31, 2020	$	76,700	$	—	$	76,700
Initial estimate of contingent consideration at Closing Date	—		10,307		10,307
Change in fair value recognized in earnings	(6,530)		—		(6,530)
Balance at December 31, 2021	70,170		10,307		80,477
Milestone payments	(25,000)		—		(25,000)
Change in fair value recognized in earnings	1,100		(1,610)		(510)
Balance at December 31, 2022	$	46,270	$	8,697	$	54,967
Change in fair value recognized in earnings	130		(1,647)		(1,517)
Balance at December 31, 2023	$	46,400	$	7,050	$	53,450

Contingent Consideration - Current and Long-Term Contingent Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Contingent consideration, current portion	$ 52,070	$ 21,120
Contingent consideration, long term	1,380	33,847
Total	$ 53,450	$ 54,967

Leases - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating lease cost:
Fixed lease cost	$ 8,258	$ 8,239
Variable lease cost	5,998	4,608
Total	$ 14,256	$ 12,847

Contingent Consideration

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Contingent Consideration

The following table provides the current and long-term portions related to the contingent consideration for the USWM Acquisition and Adamas Acquisition (dollars in thousands):


	December 31, 2023		December 31, 2022
Reported under the following captions in the consolidated balance sheets:
Contingent consideration, current portion	$	52,070	$	21,120
Contingent consideration, long-term	1,380		33,847
Total	$	53,450	$	54,967

The Company's contingent consideration liabilities are related to the USWM Acquisition in 2020 (as defined below) and the Adamas Acquisition in 2021. The contingent consideration liabilities are measured at fair value on a recurring basis using either a Monte Carlo simulation or the income approach. The Company classifies its contingent consideration liabilities as Level 3 fair value measurements based on the significant unobservable inputs used to estimate fair value. These reflect the inputs and assumptions the Company believes would be made by market participants. Changes in any of those inputs together or in isolation may result in significantly lower or higher fair value measurement. The change in fair value is reported on the consolidated statement of earnings in Contingent consideration (gain) expense.

USWM Contingent Consideration

On June 9, 2020 (the USWM Closing Date), the Company completed its acquisition of all the outstanding equity of USWM Enterprises, LLC (USWM Enterprises) (USWM Acquisition). The USWM Acquisition included potential additional contingent consideration payments for regulatory and development milestones and sales-based milestones. As of December 31, 2023, the remaining potential contingent consideration payments include the following:

•Regulatory and developmental milestones:

•The potential $55 million in regulatory and development milestones is comprised of (1) $25 million related to the FDA's approval of the SPN-830 NDA and (2) $30 million related to the subsequent commercial product launch.

•The $30 million sales-based milestone that was due upon the achievement of certain U.S. net product sales of APOKYN in 2023 was not achieved.

The key assumptions considered in estimating the fair value include the estimated probability and timing of milestone achievement, such as the probability and timing of obtaining regulatory approval, discount rate, and the estimated amount and timing of projected revenues from the acquired USWM products.

Adamas Contingent Consideration

On November 24, 2021 (the Adamas Closing Date), the Company completed its acquisition of all the outstanding equity of Adamas (Adamas Acquisition). The Adamas Acquisition included payment of two non-tradable contingent value rights (CVRs) each of which represents the contractual right to receive a contingent payment upon the achievement of the applicable aggregate worldwide net product sales of GOCOVRI.

Each CVR represents the contractual right to receive a contingent payment of $0.50 per share in cash, less any applicable withholding taxes and without interest, upon the achievement of the applicable milestone (each such amount, a Milestone Payment) in accordance with the terms of a Contingent Value Rights Agreement entered into between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as further defined in the CVR agreement. One Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $150 million during any consecutive 12-month period ending on or before December 31, 2024 (Milestone 2024). Another Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $225 million during any consecutive 12-month period ending on or before December 31, 2025 (Milestone 2025 and, together with Milestone 2024, the Milestones). Each Milestone may only be achieved once. The possible outcomes for the contingent consideration range from $0 to $50.9 million on an undiscounted basis.

The key assumptions considered in estimating the fair value of the Adamas sales-based milestones include the estimated revenue projections, volatility, estimated discount rates and risk-free interest rate.

Change in the Fair Value of Contingent Consideration


	USWM Acquisition		Adamas Acquisition		Total
Balance at December 31, 2020	$	76,700	$	—	$	76,700
Initial estimate of contingent consideration at Closing Date	—		10,307		10,307
Change in fair value recognized in earnings	(6,530)		—		(6,530)
Balance at December 31, 2021	70,170		10,307		80,477
Milestone payments	(25,000)		—		(25,000)
Change in fair value recognized in earnings	1,100		(1,610)		(510)
Balance at December 31, 2022	$	46,270	$	8,697	$	54,967
Change in fair value recognized in earnings	130		(1,647)		(1,517)
Balance at December 31, 2023	$	46,400	$	7,050	$	53,450

The Company recorded the following changes in fair value of the contingent consideration liability for the USWM milestones:

•For the year ended December 31, 2023, the Company recorded $0.1 million expense which was primarily driven by the passage of time, as well as the change in timing of milestone achievement and estimated discount rate in the first quarter of 2023.

•For the year ended December 31, 2022, the Company recorded a $1.1 million expense which was primarily driven by the passage of time and the accretion to the payout amount related to the milestone achieved in the first quarter of 2022.

•For the year ended December 31, 2021, the Company recorded a $6.5 million gain which was primarily due to the write-down of the sales based contingent consideration liabilities offset by an increase in the estimated fair value of regulatory and developmental milestones due to the passage of time.

The Company paid $25 million of the USWM contingent consideration in the first quarter of 2022 of which

$22.9 million represents the acquisition date fair value of the contingent consideration liability and was reported under cash flows from financing activities. The remaining $2.1 million represents the excess of the acquisition date fair value and was reported under cash flows from operating activities. The amount paid was for the milestone that was due upon the FDA acceptance of the SPN-830 NDA for review, which was achieved in the first quarter of 2022.

The Company recorded the following changes in fair value of the contingent consideration liabilities for the Adamas CVRs:

•For the year ended December 31, 2023, the Company recorded a $1.6 million gain which was primarily driven by the passage of time.

•For the year ended December 31, 2022, the Company recorded a $1.6 million gain primarily due to changes in market data and revenue projections.

Income Tax Expense - Components of the Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 20,772	$ 17,515	$ 16,606
State	6,395	8,846	8,196
Deferred
Federal	(21,351)	(6,802)	(1,651)
State	(4,363)	(19,527)	(3,400)
Income tax expense	$ 1,453	$ 32	$ 19,751

- Definition

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

+ References + Details

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

Contingent Consideration - Reconciliation of the Beginning and Ending Balances Related to the Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning balance	$ 80,477	$ 54,967	$ 80,477	$ 76,700
Initial estimate of contingent consideration at Closing Date				10,307
Milestone payments	(25,000)		(25,000)
Change in fair value recognized in earnings		$ (1,517)	(510)	(6,530)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Contingent consideration gain
Ending balance		$ 53,450	54,967	80,477
USWM Enterprises
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning balance	70,170	46,270	70,170	76,700
Initial estimate of contingent consideration at Closing Date				0
Milestone payments			(25,000)
Change in fair value recognized in earnings		130	1,100	(6,530)
Ending balance		46,400	46,270	70,170
Adamas Acquisition
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning balance	$ 10,307	8,697	10,307	0
Initial estimate of contingent consideration at Closing Date				10,307
Milestone payments			0
Change in fair value recognized in earnings		(1,647)	(1,610)	0
Ending balance		$ 7,050	$ 8,697	$ 10,307

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of balance sheet information related to leases

Operating lease assets and lease liabilities as reported on the consolidated balance sheets are as follows (dollars in thousands):


		December 31,
	Balance Sheet Classification	2023		2022
Assets
Operating lease assets	Other assets	$	28,994	$	28,904
Total lease assets		28,994		28,904

Liabilities
Accounts payable and accrued liabilities
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	8,331		6,791
Lease liabilities, long-term
Operating lease liabilities, long-term	Operating lease liabilities, long-term	33,196		35,998
Total lease liabilities		$	41,527	$	42,789

Schedule of lease costs and supplemental cash flow information

The components of operating lease costs are as follows (dollars in thousands):


	December 31,
	2023		2022
Operating lease cost:
Fixed lease cost	$	8,258	$	8,239
Variable lease cost	5,998		4,608
Total	$	14,256	$	12,847

Supplemental cash flow information related to leases is as follows (dollars in thousands):


	December 31,
	2023		2022		2021
Cash paid for operating leases	$	17,112	$	12,883	$	11,908
Lease assets and tenant receivable obtained for new operating leases	7,170		1,867		10,868

Weighted average lease term, and weighted average discount rate for operating leases as of December 31, 2023, are as follows:


Operating leases
Weighted-average remaining lease term (years)	7.3
Weighted-average discount rate	4.5	%

Schedule of maturities of operating lease liabilities

Future minimum lease payments under noncancellable operating leases as of December 31, 2023, are as follows (dollars in thousands):


	Operating Leases
Year ending December 31:
2024	$	9,854
2025	8,579
2026	5,493
2027	4,633
2028	3,004
Thereafter	17,067
Total future minimum lease payments	48,630
Less: Imputed interest (1)	(7,103)
Present value of lease liabilities	$	41,527

(1) Calculated using the interest rate for each lease.

Summary of Significant Accounting Policies - Deferred Financing Costs (Details) - Convertible notes, net	Dec. 31, 2023 USD ($)
Deferred Financing Costs
Principal amount of debt	$ 402,500,000
Interest rate (as a percent)	0.625%

Composition of Other Balance Sheet Items (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of inventories

Inventories consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Raw materials	$	16,274	$	24,820
Work in process	31,212		31,710
Finished goods	29,922		35,011
Total	$	77,408	$	91,541

Schedule of property and equipment

Property and equipment consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Lab equipment and furniture	$	13,069	$	12,127
Leasehold improvements	14,023		14,023
Software	883		883
Computer equipment	960		983
Construction-in-progress	—		206
	28,935		28,222
Less accumulated depreciation and amortization	(15,405)		(13,049)
Total	$	13,530	$	15,173

Schedule of accounts payable and accrued liabilities

Accounts payable and accrued liabilities consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Accounts payable	$	1,964	$	10,543
Accrued compensation, benefits, & related accruals	20,722		16,963
Accrued manufacturing expenses	11,652		15,216
Accrued sales & marketing	11,666		16,783
Accrued R&D expenses	10,530		7,490
Operating lease liabilities, current portion (1)	8,331		6,791
Accrued royalties (2)	7,918		12,022
Other accrued expenses	6,786		10,534
Total	$	79,569	$	96,342

(1) Refer to Note 12, Leases.

(2) Refer to Note 15, Commitments and Contingencies.

Schedule of accrued sales deductions

Accrued product returns and rebates consist of the following (dollars in thousands):


	December 31, 2023		December 31, 2022
Accrued product rebates	$	96,984	$	106,657
Accrued product returns	57,290		45,008
Total	$	154,274	$	151,665

Income Tax Expense - Components of the Company's Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 101,325	$ 112,516
Accrued product returns and rebates	22,150	23,300
Accrued compensation and stock based compensation	15,613	15,422
Capitalized research and development	29,953	13,926
Operating lease liability	10,374	10,821
Other	12,755	18,486
Total deferred tax assets	192,170	194,471
Less: valuation allowance	(60,866)	(59,598)	$ (70,529)	$ (582)
Total deferred tax asset, net of valuation allowance	131,304	134,873
Deferred tax liabilities:
Intangibles	(144,327)	(171,113)
Operating lease assets	(7,251)	(7,338)
Other	(4,689)	(6,231)
Total deferred tax liabilities	(156,267)	(184,682)
Net deferred tax liabilities	$ (24,963)	$ (49,809)

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2024	$ 9,854
2025	8,579
2026	5,493
2027	4,633
2028	3,004
Thereafter	17,067
Total future minimum lease payments	48,630
Less: imputed interest	(7,103)
Present value of lease liabilities	$ 41,527

Share-Based Payments - Narrative (Details)	12 Months Ended
Share-Based Payments - Narrative (Details)	Dec. 31, 2023 USD ($) installment vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
Share-Based Compensation
Number of votes per common share \| vote	1
Maximum number of shares of common stock provided for issuance (in shares) \| shares	2,000,000
Contractual term (in years)	10 years	10 years
Total fair value of the underlying common stock related to shares that vested	$ 1,514,000	$ 625,100
2012 Plan
Share-Based Compensation
Maximum number of shares of common stock provided for issuance (in shares) \| shares	2,951,859
Maximum \| 2012 Plan
Share-Based Compensation
Maximum number of shares of common stock provided for issuance (in shares) \| shares	4,951,859
Stock Option
Share-Based Compensation
Total unrecognized compensation expense	$ 34,100,000
Weighted-average period over which total unrecognized compensation expense is expected to be recognized (in years)	2 years 8 months 12 days
Stock Option \| 2012 Plan
Share-Based Compensation
Number of annual installments in which the awards would generally vest starting on the first anniversary of the date of grant \| installment	4
Stock Option \| 2012 Plan \| Directors
Share-Based Compensation
Vesting period (in years)	1 year
Stock Option \| 2012 Plan \| Employees, Consultants and Advisors
Share-Based Compensation
Contractual term (in years)	10 years
Stock option and Stock Appreciation Rights
Share-Based Compensation
Weighted average fair value, grant date, options (in dollars per share) \| $ / shares	$ 21,300,000	$ 18,100,000	$ 16,300,000
Aggregate intrinsic value of shares exercised	$ 5,100,000	$ 16,300,000	$ 2,800,000
Proceeds from stock options exercised	4,300,000	10,400,000	4,900,000
Total fair value of the underlying common stock related to shares that vested	14,800,000	13,900,000	13,900,000
Intrinsic value	$ 23,668,000	53,650,000	41,530,000
RSUs
Share-Based Compensation
Vesting period (in years)	4 years
Total unrecognized compensation expense	$ 8,000,000
Weighted-average period over which total unrecognized compensation expense is expected to be recognized (in years)	2 years 10 months 24 days
RSUs \| Directors
Share-Based Compensation
Vesting period (in years)	1 year
Performance-Based Awards
Share-Based Compensation
Total unrecognized compensation expense	$ 4,200,000
Weighted-average period over which total unrecognized compensation expense is expected to be recognized (in years)	1 year 2 months 12 days
Equity instruments other than options, vested in period, fair value	$ 4,100,000	1,000,000	1,200,000
Intrinsic value	500,000	$ 200,000	$ 0
Market Based Awards
Share-Based Compensation
Total unrecognized compensation expense	$ 0
Weighted-average period over which total unrecognized compensation expense is expected to be recognized (in years)	10 months 24 days
Employee Stock
Share-Based Compensation
Maximum number of shares of common stock provided for issuance (in shares) \| shares	1,700,000
Purchase price percentage	85.00%

Investments

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments

Marketable Securities

Unrestricted available-for-sale marketable securities held by the Company are as follows (dollars in thousands):


	December 31, 2023		December 31, 2022
Corporate, U.S. government agency and municipal debt securities
Amortized cost	$	197,153	$	466,333
Gross unrealized gains	5		14
Gross unrealized losses	(721)		(4,237)
Total fair value	$	196,437	$	462,110

The contractual maturities of the unrestricted available-for-sale marketable securities held by the Company are as follows (dollars in thousands):


	December 31, 2023
Less than 1 year	$	179,820
1 year to 2 years	16,617



Total	$	196,437

There was no impairment on any available-for-sale marketable securities as of December 31, 2023 and December 31, 2022.

Investment in Navitor

In April 2020, the Company entered into a development agreement (the Development Agreement) with Navitor Pharmaceuticals, Inc. (Navitor Inc.). The Company can terminate the Development Agreement upon 30 days' notice. Under the terms of the Development Agreement, the Company and Navitor Inc. will jointly conduct a Phase II clinical program for NV-5138 (SPN-820) for treatment-resistant depression. The Company will bear all of the Phase I and Phase II development costs incurred by either party, up to a maximum of $50 million. There are certain additional payments which could be incurred by the Company that are contingent upon Navitor Inc. achieving defined milestones. These milestone payments include an additional license or acquisition fee depending on whether the Company ultimately licenses or acquires NV-5138, and subsequent clinical, regulatory and sales milestone payments. The Company has an option to acquire or license NV-5138 (SPN-820), for which additional payments would be required.

In addition to entering into the Development Agreement in April 2020, the Company acquired Series D Preferred Shares of Navitor Inc. (the "Navitor Shares") for $15 million, representing an approximately 13% ownership position in Navitor Inc. As part of a legal restructuring in March 2021, the Company's Navitor Shares were exchanged for membership interests in Navitor Pharmaceutics LLC, which became the sole shareholder of Navitor Inc. The Company has determined that although Navitor LLC is a VIE, the Company does not consolidate the results of this VIE into its financial results because the Company lacks the power to direct the activities that most significantly impact Navitor’s economic performance.

The Company records its share of the results of Navitor LLC, a private company, on a quarter lag as the financial information of Navitor LLC is not available on a sufficiently timely basis for the Company to apply the equity method of accounting. In December 2021, Navitor LLC sold one of its subsidiaries and distributed cash to its members in accordance with each member's share of the proceeds from the sale. The Company received $12.9 million in December 2021 from Navitor LLC in connection with this sale. As the Company's policy is to record its share of the results in its equity method investment on a quarter lag as previously indicated, the Company recorded the cash amount received in Other current liabilities in the consolidated balance sheets as of December 31, 2021. In the first quarter of 2022, the Company determined its estimated share of Navitor LLC's year-end 2021 earnings and recorded a gain of $12.9 million in Interest and other income, net in the consolidated statement of earnings.

The maximum exposure to losses related to Navitor LLC is approximately $50 million for Phase I and Phase II development of NV-5138 (SPN-820), and the cost of other development and formulation activities provided by the Company.

Subsequent to the Development Agreement entered into in 2020, no additional equity investment has been made or financing has been provided to Navitor Inc. or Navitor LLC.

Composition of Other Balance Sheet Items - Accrued Product Returns and Rebates (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued product rebates	$ 96,984	$ 106,657
Accrued product returns	57,290	45,008
Total	$ 154,274	$ 151,665

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

Office Space and Fleet Vehicle Leases

The Company has operating leases for its headquarters lease, certain other office space, and its fleet vehicles. With respect to the fleet vehicle leases, given the volume of individual leases involved in the overall arrangement, the Company applies a portfolio approach to effectively account for the operating lease assets and liabilities. The Company also elected to combine the lease and non-lease components for the fleet vehicles and headquarters leases.

The Company's headquarters lease commenced on February 1, 2019 (the Commencement Date) and will continue until April 30, 2034, unless earlier terminated in accordance with the terms of the lease. The lease includes options to extend the lease for up to 10 years.

As part of the Adamas Acquisition, the Company acquired a lease for office space. Adamas' operating lease for the office space term will continue until April 30, 2025. The lease contains an option to extend the term for one additional five-year period.

Contract Manufacturing Lease

The Company has a contract manufacturing agreement with Merz Pharma GmbH & Co. KGaA (Merz), for the manufacture and supply of rimabotulinumtoxinB finished products (Merz Agreement). The Merz Agreement will expire in July 2027 unless the Company and Merz mutually agree to extend the terms. The Merz Agreement may not be terminated for convenience.

Under the terms of the agreement, the Company is required to purchase a minimum quantity of MYOBLOC finished products on an annual basis. This minimum purchase requirement represents the in-substance fixed contract consideration associated with the dedicated manufacturing facility which the Company accounts for as an embedded lease.

The Company made an accounting policy election, by class of underlying asset, to not combine lease and non-lease components for the manufacturing facility. A portion of the in-substance fixed contract consideration was allocated to the lease component based on the stand-alone selling price. Accordingly, the Company classifies and accounts for the embedded lease as an operating lease.

Operating lease assets and lease liabilities as reported on the consolidated balance sheets are as follows (dollars in thousands):


		December 31,
	Balance Sheet Classification	2023		2022
Assets
Operating lease assets	Other assets	$	28,994	$	28,904
Total lease assets		28,994		28,904

Liabilities
Accounts payable and accrued liabilities
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	8,331		6,791
Lease liabilities, long-term
Operating lease liabilities, long-term	Operating lease liabilities, long-term	33,196		35,998
Total lease liabilities		$	41,527	$	42,789

The components of operating lease costs are as follows (dollars in thousands):


	December 31,
	2023		2022
Operating lease cost:
Fixed lease cost	$	8,258	$	8,239
Variable lease cost	5,998		4,608
Total	$	14,256	$	12,847

Supplemental cash flow information related to leases is as follows (dollars in thousands):


	December 31,
	2023		2022		2021
Cash paid for operating leases	$	17,112	$	12,883	$	11,908
Lease assets and tenant receivable obtained for new operating leases	7,170		1,867		10,868

Weighted average lease term, and weighted average discount rate for operating leases as of December 31, 2023, are as follows:


Operating leases
Weighted-average remaining lease term (years)	7.3
Weighted-average discount rate	4.5	%

Future minimum lease payments under noncancellable operating leases as of December 31, 2023, are as follows (dollars in thousands):


	Operating Leases
Year ending December 31:
2024	$	9,854
2025	8,579
2026	5,493
2027	4,633
2028	3,004
Thereafter	17,067
Total future minimum lease payments	48,630
Less: Imputed interest (1)	(7,103)
Present value of lease liabilities	$	41,527

(1) Calculated using the interest rate for each lease.

Interest Expense

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Interest Expense

Interest expense consists of the following (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Interest expense	$	(1,321)	$	(2,542)	$	(2,195)
Noncash interest expense on nonrecourse liability related to sale of future royalties	(562)		(2,416)		(3,727)
Noncash interest expense on debt	(532)		(2,112)		(17,501)
Total	$	(2,415)	$	(7,070)	$	(23,423)

Noncash interest expense on debt is related to amortization of deferred financing costs on the 2023 Notes. The Company fully amortized the deferred financing costs on the 2023 Notes in the first quarter of 2023. (see Note 8, Debt).

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2018
Numerator:
Net earnings	$ 1,316	$ 60,711	$ 53,424
After-tax interest expense for 2023 Notes	0	3,556	0
Numerator for dilutive earnings per share	$ 1,316	$ 64,267	$ 53,424
Denominator:
Weighted average shares outstanding, basic (in shares)	54,536,281	53,665,143	53,099,330
Effect of dilutive securities:
Stock options, RSUs, and SARs (in shares)	970,547	1,230,721	1,257,414
Convertible notes (in shares)	0	6,783,936	0
Weighted average shares outstanding, diluted (in shares)	55,506,828	61,679,800	54,356,744
Earnings per share, basic (in dollars per share)	$ 0.02	$ 1.13	$ 1.01
Earnings per share, diluted (in dollars per share)	0.02	$ 1.04	$ 0.98
Strike price of the warrant transactions (in dollars per share)	80.91			$ 80.91
Convertible Debt
Effect of dilutive securities:
Conversion price (in dollars per share)	$ 59.33
Convertible Debt \| Accounting Standards Update 2020-06
Effect of dilutive securities:
Convertible notes (in shares)	6,800,000
Stock options, RSUs, PSUs
Effect of dilutive securities:
Common stock equivalents excluded in the calculation of diluted income per share (in shares)	543,140	373,728	1,275,114
2023 Notes
Effect of dilutive securities:
Common stock equivalents excluded in the calculation of diluted income per share (in shares)	1,691,337	0	0

Income Tax Expense - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of period	$ 4,323	$ 6,100	$ 5,881
Gross increases related to current year tax positions	112	32	898
Gross increases related to prior year tax positions	9	0	0
Gross decreases related to prior year tax positions	0	(39)	(363)
Lapse of statute of limitations	(2,295)	(1,770)	(316)
Balance at end of period	$ 2,149	$ 4,323	$ 6,100

Summary of Significant Accounting Policies - Segments (Details)	12 Months Ended
	Dec. 31, 2023 segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The Company's consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP).

The Company, which is primarily located in the United States (U.S.), operates in one operating segment.

Reclassifications

Certain prior year amounts in the deferred income tax assets (liability) summary under Note 11, Income Tax Expense, have been reclassified to conform to the current year presentation. The reclassifications did not affect the consolidated balance sheets, statements of earnings, or other consolidated financial statements for the years ended December 31, 2021, 2020, and 2019.

Consolidation

The Company's consolidated financial statements include the accounts of Supernus Pharmaceuticals, Inc. and its wholly-owned subsidiaries. These are collectively referred to herein as "Supernus" or "the Company." All material intercompany transactions and balances have been eliminated in consolidation.

The consolidated financial statements reflect the consolidation of entities in which the Company has a controlling financial interest. In determining whether there is a controlling financial interest, the Company considers if it has a majority of the voting interests of the entity, or if the entity is a variable interest entity (VIE) and if the Company is the primary beneficiary. In determining the primary beneficiary of a VIE, the Company evaluates whether it has both: the power to direct the activities of the VIE that most significantly impact the VIE's economic performance; and the obligation to absorb losses of, or the right to receive benefits from the VIE that could potentially be significant to that VIE. The Company's judgment with respect to its level of influence or control of an entity involves the consideration of various factors, including the form of an ownership interest; representation in the entity's governance; the size of the investment; estimates of future cash flows; the ability to participate in policymaking decisions; and the rights of the other investors to participate in the decision making process, including the right to liquidate the entity, if applicable. If the Company is not the primary beneficiary of the VIE, and an ownership interest is maintained in the entity, the interest is accounted for under the equity or cost methods of accounting, as appropriate.

The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may affect its conclusions.

Use of Estimates

The Company bases its estimates on: historical experience; forecasts; information received from its service providers; information from other sources, including public and proprietary sources; and other assumptions that the Company believes are

reasonable under the circumstances. Actual results could differ materially from the Company’s estimates. The Company periodically evaluates the methodologies employed in making its estimates.

Cash and Cash Equivalents

The Company considers all investments in highly liquid financial instruments with an original maturity of three months or less to be cash equivalents.

Marketable Securities

Marketable securities consist of investments in U.S. Treasury bills and notes; bank certificates of deposit; various U.S. government agency debt securities; corporate and municipal debt securities; and other fixed income securities. The Company places all investments with governmental, industrial, or financial institutions whose debt is rated as investment grade.

The Company's investments are classified as available-for-sale and are carried at fair value. The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets.

Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of Other comprehensive earnings (loss) in the consolidated statement of comprehensive earnings. Realized gains and losses, included in Interest and other income, net in the consolidated statement of earnings, are determined using the specific identification method for determining the cost of securities sold.

Declines in fair value below amortized cost related to credit losses (i.e., impairment due to credit losses) are included in the consolidated statement of earnings, with a corresponding allowance established. If the estimate of expected credit losses decreases in subsequent periods, the Company will reverse the credit losses through current period earnings and adjust the allowance accordingly.

Business Combinations and Contingent Consideration

The Company determines whether an acquisition should be accounted for as a business combination or as an asset acquisition. If the acquired set of activities and assets does not meet the definition of a business, as defined by U.S. GAAP, the transaction is accounted for as an asset acquisition. In an asset acquisition, any acquired research and development that does not have an alternative future use is charged to expense as of the acquisition date, and no goodwill is recorded. If the acquired set of activities and assets meets the definition of a business, the Company applies the acquisition method of accounting and accounts for the transaction as a business combination. In a business combination, assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. The excess of the purchase price over the fair value of the acquired net assets, if applicable, is recorded as goodwill.

In a business combination, the operating results of the acquired business are included in the Company's consolidated statement of earnings, beginning on the effective acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Significant judgment is involved in the determination of the fair value assigned to assets acquired and liabilities assumed in a business combination, as well as the estimated useful lives of assets. These estimates can materially affect our consolidated results of operations and financial position. The fair value of intangible assets are determined using information available as of the acquisition date and are based on estimates and assumptions that are deemed reasonable by management. Significant estimates and assumptions include but are not limited to: the probability of regulatory approval, revenue growth, and appropriate discount rate.

While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to our consolidated statements of earnings in the period that these adjustments are identified.

Contingent Consideration

Business combinations often include provisions for additional consideration to be transferred to former shareholders based upon the achievement of certain milestones, referred to as contingent consideration. Contingent consideration from product development milestones and sales-based milestone payments on future product sales are included in the purchase price for business combinations. The fair value of the contingent consideration liability is determined as of the acquisition date using estimated or forecasted inputs. These inputs include the estimated amount and timing of projected revenues, probability and timing of milestone achievement, probability of in-process research & development ("IPR&D") achieving regulatory approval, revenue volatility, and the estimated discount rates and risk-free rate used to present value the probability-weighted cash flows. Subsequent to the acquisition date, at each reporting period prior to the resolution of the contingency, the contingent consideration liability is remeasured at current fair value, with changes recorded in earnings in the period of remeasurement.

The determination of the initial and subsequent fair value of the contingent consideration liability may require significant judgment by management. Changes in any of the inputs not related to facts and circumstances existing as of the acquisition date may result in a significant fair value adjustment, which can impact the results of operations in the period in which the adjustment is made. Changes that are not measurement period adjustments are reported on the consolidated statement of earnings in Contingent consideration (gain) expense.

Additional information regarding contingent consideration is included in Note 6, Contingent Consideration.

Accounts Receivable, Net

Accounts receivable are reported on the consolidated balance sheets at outstanding amounts due from customers, less an allowance for doubtful accounts and sales discounts. The Company extends credit without requiring collateral.

The Company writes off uncollectible receivables when the customer has had a change in creditworthiness and the likelihood of collection is remote. Payment terms for receivables are based on customary commercial terms and are predominantly less than one year.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk concentrations consist of cash, cash equivalents, marketable securities, and accounts receivable. The counterparties are various corporations, governmental institutions, and financial institutions of high credit standing.

Substantially all of the Company's cash, cash equivalents, and marketable securities are maintained in U.S. government agency debt and debt of well-known, investment grade corporations. Deposits held with banks may exceed the amount of governmental insurance provided on such deposits. Generally, these deposits may be redeemed upon demand, and therefore, these bear minimal default risk.


	Percentage of Gross Product Sales						Percentage of Accounts Receivable, net
	2023		2022		2021		2023		2022
Customer A	28	%	26	%	28	%	38	%	37	%
Customer B	23	%	28	%	29	%	30	%	34	%
Customer C	25	%	26	%	29	%	16	%	15	%
Customer D	12	%	10	%	1	%	7	%	6	%
	88	%	90	%	87	%	91	%	92	%

Refer to Note 3, Disaggregated Revenues, for the concentration of net product sales.

Inventories

Inventories are recorded at the lower of cost or net realizable value, and include materials, labor, direct costs and indirect costs. These are valued using the first-in, first-out method. The Company writes down inventory that has become obsolete or has a cost basis in excess of its expected net realizable value. Expired inventory is destroyed, and the related costs are recognized as Cost of goods sold in the consolidated statement of earnings.

Intangible Assets

Intangible assets consist of definite-lived intangible assets: acquired developed technology and product rights, patent defense costs, and an indefinite-lived intangible asset: acquired IPR&D.

Patent defense costs are legal fees that have been incurred in connection with legal proceedings related to the defense of patents. Patent defense costs are charged to expense in the event of an unsuccessful litigation outcome, or if they are deemed to not provide an increase in the value of the patent.

Definite-lived intangible assets are carried at cost less accumulated amortization, with amortization calculated on a straight line basis over the estimated useful lives of the assets. The Company evaluates the estimated remaining useful life of its intangible assets annually, or when events or changes in circumstances warrant a revision to the remaining periods of amortization.

Acquired IPR&D in a business combination is considered an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts. Upon successful completion of the project, the Company will determine the then-useful life of the intangible asset. This is generally determined as the period over which the substantial majority of the cash flows are expected to be generated. The capitalized amount is then amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. During the period prior to completion or abandonment, the IPR&D asset is not amortized but tested for impairment on an annual basis or when potential indicators of impairment are identified.

Impairment of Long-Lived Assets

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

Impairment of Indefinite-Lived Intangible Assets

For indefinite-lived intangible assets, such as the acquired IPR&D asset, the Company evaluates impairment annually or more frequently if impairment indicators exist. The annual evaluation is generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. The Company considers various factors including but not limited to significant or adverse changes in the legal and regulatory environment, adverse clinical trial results, significant trial delays, inability to obtain governmental approval, inability to commercialize a product candidate, the introduction or advancement of competitive products, and product candidates, or other events that indicate it is more likely than not that fair value is less than its carrying value. If the Company is unable to conclude whether the indefinite-lived intangible asset is not impaired after considering the totality of events and circumstances during its qualitative assessment, the Company performs a quantitative assessment by estimating the fair value of the indefinite-lived intangible asset and comparing the fair value to the carrying amount. Evaluating for impairment requires judgment, including evaluating current economic and competitive circumstances, estimating future cash flows, future growth rates, future profitability, and the expected life over which projected cash flows would occur. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, the Company writes down the indefinite-lived intangible asset to its estimated fair value, and an impairment loss equal to the difference between the assets fair value and carrying value is recognized in the consolidated statement of earnings in the period at which such determination is made.

Goodwill and Goodwill Impairment Assessment

Goodwill is calculated as the excess of the consideration paid as part of an acquisition compared to the net assets recognized in a business combination. Goodwill represents the future economic benefits from the other acquired assets that could not be individually identified and separately quantified.

The Company evaluates goodwill for possible impairment at least annually (during the fourth quarter of each fiscal year), or more often, if and when events and circumstances indicate that goodwill may be impaired. The annual evaluation is generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. This includes but is not limited to significant adverse changes in the business climate, market conditions, or other events that indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the Company is unable to conclude whether the goodwill is not impaired after considering the totality of events and circumstances during its qualitative assessment, the Company performs a quantitative assessment by estimating the fair value of the reporting unit and comparing the fair value to the carrying amount. Evaluating for impairment requires judgment, including identifying reporting units and estimating future cash flows. The Company estimates the fair values of its reporting unit using discounted cash flow models or other valuation models, such as comparative transactions or market multiples. If the carrying amount of the reporting unit exceeds its fair value, the Company writes down the goodwill to the estimated fair value, and an impairment loss equal to the difference is recognized in the consolidated statement of earnings in the period at which such determination is made.

Interest Expense

Interest expense includes the amortization of deferred financing costs and debt discount incurred by the Company in connection with the issuance of $402.5 million of 0.625% Convertible Senior Notes due 2023 (see Note 14, Interest Expense). The Company amortizes the deferred financing costs and debt discount over the term of the debt, using the effective interest method. Interest expense also includes stated interest in connection with the Company's debt instruments.

Revenue Recognition

The Company determines revenue recognition for our contractual arrangements with customers based on the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to our performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfy the relevant performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in

exchange for those goods or services. The Company does not adjust revenue for any financing effects in transactions where the Company expects the period between the transfer of the goods or services and collection to be less than one year.

No contract assets or liabilities were recorded as of December 31, 2023, or 2022.

Revenue from Product Sales

The Company's customers are primarily pharmaceutical wholesalers, specialty pharmacies, and pharmaceutical distributors. Customers purchase product to fulfill orders from retail pharmacy chains and independent pharmacies of varying size and purchasing power. The Company recognizes gross revenue when its customers take control of its products, including title and ownership. Customer orders are generally fulfilled within a few days of order receipt, resulting in minimal order backlog.

The Company recognizes revenue from product sales in an amount that reflects the consideration the Company expects to ultimately receive in exchange for those goods. Product sales are recorded net of various forms of variable consideration, including: provision for estimated rebates; provision for estimated future product returns; and an estimated provision for discounts. These are collectively considered "sales deductions." Sales deductions are based on estimates of the amounts earned or to be claimed on the related sales. These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of sale using the most likely value method. The Company includes these estimated amounts in the transaction price to the extent it is probable that a significant reversal will not occur.

Variability in the net transaction price for the Company's products arises primarily from the aforementioned sales deductions. Significant judgment is required in estimating certain sales deductions. In making these estimates, the Company considers: historical experience; product price increases; current contractual arrangements under applicable payor programs; unbilled claims; processing time lags for claims; inventory levels in the wholesale, specialty pharmacy, and retail distribution channel; and product life cycle. The Company adjusts its estimates of revenue either when the most likely amount of consideration it expects to receive changes, or when the consideration becomes fixed. If actual results in the future vary from our estimates, the Company adjusts its estimates in the period identified. These adjustments could materially affect net product sales and earnings in the period in which the adjustment(s) is recorded.

Sales Deductions

The Company records product sales net of rebates, returns and discounts.

•Rebates - Rebates are discounts which the Company pays under either public sector or private sector health care programs. Rebates paid under public sector programs are generally mandated under law, whereas private sector rebates are generally contractually negotiated by the Company with managed care providers. Both types of rebates vary over time. Rebates are owed when our customer dispenses our product to a patient; i.e., filling a prescription. For each of its products, the Company bases its estimates of expected rebate claims on multiple factors, including: historical levels of deductions; contractual terms with managed care providers; actual and anticipated changes in product price; prospective changes in managed care fee for service contracts; prospective changes in co-payment assistance programs; and anticipated changes in program utilization rates; i.e., patient participation rates under each specific program. The Company records an estimated liability for rebates at the time the customer takes title to the product (i.e., at the time of sale to wholesalers/distributors). This liability is recorded as a reduction to gross product sales, and an increase in Accrued product returns and rebates. The liability is recorded as a component of current liabilities on the consolidated balance sheets.

•Returns - Sales of the Company's products are not subject to a general right of return. A product that has been used to fill patient prescriptions is no longer subject to any right of return. However, the Company will accept a return of product that is damaged or defective when shipped from its third party fulfillment centers. The Company will also accept a return of expired product six months prior to and up to 12 months subsequent to the product's expiry date for certain products. Expired or defective returned product cannot be re-sold and is therefore destroyed. The Company records an estimated liability for product returns at the time the customer takes title to the product (i.e., at time of sale). The liability is reflected as a reduction to gross product sales, and an increase in Accrued product returns and rebates. This liability is recorded as a component of current liabilities on the consolidated balance sheets. The Company estimates the liability for

returns primarily based on the actual returns experience for its commercial products. Because the Company's products have a shelf life up to 48 months from the date of manufacture, and because the Company accepts return of product up to 12 months post its expiry date, there is a time lag of several years between the time when the product is sold and the time when the Company may issue credit on the expired product.

•Sales discounts - Distributors and wholesalers of the Company's pharmaceutical products are generally offered various forms of consideration, including allowances, service fees and prompt payment discounts, for distributing our products. Distributor and wholesaler allowances and service fees arise from contractual agreements and are estimated as a percentage of the price at which the Company sells product to them. In addition, distributors and wholesalers are offered a prompt pay discount for payment within a specified period. Prompt pay discounts are estimated as a percentage of the price at which the Company sells product. The Company accounts for these discounts at the time of sale as a reduction to gross product sales and accounts receivable, net.

Licensing Revenue

License and Collaboration Arrangements

At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC 606). For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above.

The Company's agreements with third parties generally involve the right to use the Company's intellectual property as a functional license. Certain agreements include an up-front license fee and ongoing milestone payments upon the achievement of specific events, and may also require minimum royalty payments based on in-country sales of products developed from the applicable intellectual property.

In determining when to recognize the revenue under a collaboration agreement, the Company assesses whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement. If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time. If the license is not expected to substantively change, the revenue is recognized at the point in time when the license is provided. Generally, the Company recognizes revenues from non-refundable up-front fees allocated to the license at a point in time, when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

Revenue recognition from milestone payments is dependent upon the facts and circumstances surrounding the milestone payments. Generally, milestone payments under the Company’s collaboration agreements with third parties are non-refundable. The Company evaluates whether achieving the milestones is considered probable and estimates the amount to be included in the transaction price using the most likely amount method. This can involve management's judgment that includes assessing factors that are outside of the Company's influence, such as: likelihood of regulatory success; availability of third party information; and expected duration of time until achievement of event. These factors are evaluated based on the specific facts and circumstances. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price.

Milestone payments based on a non-sales metric such as a development-based milestone (e.g. obtaining regulatory approval) represent variable consideration and would be included in the transaction price subject to any constraints. If the milestone payments relate to future development, the timing of recognition depends upon historical experience, the specific facts

and circumstances, and the significance a third-party has on the outcome. Milestone payments that are not within the control of the Company, such as approval from regulatory authorities or where attainment of the specified event is dependent on the development activities of a third-party, are fully constrained and are not included in the transaction price until the period in which those regulatory approvals are obtained, or the specified event occurs due to the inherent uncertainty with the approval process.

For milestone payments to be received upon the achievement of a sales threshold, the revenue from the milestone payments is recognized at the later of when the actual sales are incurred or the performance obligation to which the sales relate has been satisfied as noted below.

Royalty Revenues

Royalty revenues include cash royalty amounts received from third parties pursuant to settlement agreements and agreements with collaboration partners for the right to use the Company's intellectual property as a functional license. These agreements may include sales-based royalties on the licensed intellectual property to which the royalties relate and milestone payments based on the level of sales (collectively, "sales-based royalties"). For arrangements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). If it is probable that a significant revenue reversal will not occur, the Company will estimate the royalty revenues using the most likely amount method. Certain of the Company’s royalty revenues are recognized by the Company based on information supplied to the Company by its licensees and require estimates to be made. Sales-based royalties are recorded based on estimated net sales of the underlying product. Differences between actual royalty revenues and estimated royalty revenues are reconciled and adjusted for in the period in which they become known, which is generally within the following quarter. The difference between the Company’s actual and estimated royalty revenues has not been material to date.

Royalty revenues also includes noncash royalty revenues for amounts earned pursuant to its royalty agreement with United Therapeutics Corporation (United Therapeutics) and is based on estimated product sales of Orenitram by United Therapeutics (see Note 3, Disaggregated Revenues). This agreement includes the right to use the Company's intellectual property as a functional license. In 2014, the Company sold certain of these royalty rights to Healthcare Royalty Partners III, L.P. (HC Royalty). Pursuant to this agreement, the Company recorded a nonrecourse liability related to this transaction and amortizes this liability as noncash royalty revenues. The Company also recognizes noncash interest expense related to the nonrecourse liability and accrues interest expense at an estimated effective interest rate (see Note 14, Interest Expense). This interest rate is determined based on projections of HC Royalty's rate of return. During the second quarter of 2023, full ownership of the royalty rights has reverted back to the Company as the cumulative payment threshold has been reached (see Note 3, Disaggregated Revenues and Note 15, Commitments and Contingencies).

There are no guaranteed amounts owed to the Company related to any of these royalty revenue agreements.

Cost of Goods Sold

The cost of goods sold consists primarily of materials; third-party manufacturing costs; freight and distribution costs; direct labor; cost of royalties; cost to write down inventory to net realizable value and manufacturing overhead costs, including quality control and assurance.

Research and Development Expenses

Research and development expenditures are expensed as incurred. These expenses include: employee salaries, benefits, and share-based compensation; cost of contract research and development services provided by third parties; costs for preclinical and clinical studies; cost of acquiring or manufacturing clinical trial materials; regulatory costs; research facilities costs; depreciation expense and allocated occupancy expenses; and license fees and milestone payments related to in-licensed products and technologies. Acquired IPR&D assets that are used for research and development and have no future alternative use are expensed as incurred in-process research and development.

The Company estimates preclinical and clinical trial expenses based on services performed pursuant to contracts with research institutions, clinical investigators, clinical research organizations (CROs), and other service providers that perform

services on the Company's behalf. In recording service fees, the Company estimates the cost of those services performed on behalf of the Company during the current period and compares those costs with the cumulative expenses recorded and payments made for such services. As appropriate, the Company accrues additional expense for services that have been delivered or defers nonrefundable advance payments until the related services are performed.

If the actual timing of the performance of services or the level of effort varies from our estimate, the Company adjusts its accrued expenses, or its deferred advance payments, accordingly. If the Company subsequently determines that it no longer expects the services associated with a nonrefundable advance payment to be rendered, the remaining portion of that advance payment is charged to expense in the period in which such determination is made.

Share-Based Compensation

Stock Options

The Company recognizes share-based compensation expense over the service period, using the straight-line method. Employee share-based compensation for stock options is determined using the Black-Scholes option-pricing model to compute the fair value of option grants as of their grant date. Forfeitures are accounted for as incurred. The Company uses the following assumptions for estimating the fair value of option grants:

Fair Value of Common Stock—The fair value of the common stock underlying the option grants is determined based on observable market prices of the Company's common stock.

•Expected Volatility—Volatility is a measure of the amount by which the Company's share price has historically fluctuated or is expected to fluctuate on a daily basis and is expected to fluctuate (i.e., expected volatility) in the future.

•Dividend Yield—The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Dividend yield is therefore zero.

•Expected Term—This is the period of time during which options are expected to remain unexercised. For the years ended December 31, 2023, and 2022, we determined the expected term based on the historical exercise behavior of the stock option plan participants. Options have a maximum contractual term of ten years.

•Risk-Free Interest Rate—This is the observed U.S. Treasury Note rate as of the week each option grant is issued, with a term that most closely resembles the expected term of the option.

Restricted Stock Units (RSUs)

Share-based compensation expense is recorded based on amortizing the fair market value of the RSU as of the date of the grant over the implied service period. RSUs granted to employees generally vest over four equivalent annual installments, starting on the first anniversary of the grant. RSUs granted to directors generally vest over a one year term.

Performance Stock Units (PSUs)

Performance-Based Awards

Share-based compensation expense for performance-based awards is recognized based on amortizing the fair market value of the award as of the grant date over the periods during which the achievement of the performance target is probable. Performance-based awards require certain performance targets to be achieved in order for the award to vest. Vesting occurs on the date of achievement of the performance target. Forfeitures are accounted for as incurred.

Market-Based Awards

Share-based compensation expense for market-based awards is recognized on a straight-line basis over the requisite service period, regardless of whether the market condition has been satisfied. Market-based PSU awards vest upon the achievement of the performance target. Forfeitures are accounted for as incurred.

The Company estimates the fair value of these awards as of the grant date using a Monte Carlo simulation that incorporates option-pricing inputs. This simulation covers the period from the grant date through the end of the derived requisite service period. Volatility as of the grant date is estimated based on historical daily volatility of the Company's common stock over a period of time, which is equivalent to the expected term of the award. The risk-free interest rate is based on the U.S. Treasury Note rate, as of the week, the award is issued, with a duration that most closely resembles the expected term of the award.

Leases

The Company determines if an arrangement is a lease considering whether there is an identified asset, and the contract conveys the right to control its use. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use (ROU) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The Company calculates the present value of future payments by using an estimated incremental borrowing rate, which approximates the rate at which the Company would borrow, on a secured basis and over a similar term. This rate is estimated based on information available at the commencement date of the lease and may differ for individual leases or portfolios of leased assets. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and lease liabilities.

Lease expense for operating leases is recognized on a straight-line basis over the expected lease term and recognized as an operating cost.

Some of the Company's leases include options to terminate prior to the end of the lease term or to extend the lease for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.

The Company's lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes, or other costs. Variable lease costs are expensed as incurred on the consolidated statements of earnings. The Company's lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

Advertising Expense

Advertising expense includes the cost of promotional materials and activities, such as television, print media, digital marketing, marketing programs and speaker programs. The cost of the Company's advertising efforts are expensed as incurred.

The Company incurred approximately $99.7 million, $131.7 million, and $86.0 million in advertising expense for the years ended December 31, 2023, 2022, and 2021, respectively. These expenses are recorded as a component of Selling, general and administrative expenses in the consolidated statements of earnings.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and deferred tax liabilities are determined based on differences between their financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. When appropriate, valuation allowances are established to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for uncertain tax positions in its consolidated financial statements when it is more-likely-than-not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently estimated as the largest amount of the tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities, assuming full knowledge of the position and relevant facts.

The Company's policy is to recognize any interest and penalties related to income taxes as income tax expense in the relevant period.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) - The new standard, issued in November 2023, improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted. The Company plans to adopt the guidance for the fiscal year ending December 31, 2024. We expect ASU 2023-07 to require additional disclosures in the notes to our consolidated financial statements. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) - The new standard, issued in December 2023, requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. The standard is effective with annual periods beginning after December 15, 2024, with early adoption permitted. The standard is to be applied on a prospective basis, although optional retrospective application is permitted. The Company plans to adopt the guidance for the fiscal year ending December 31, 2025. We expect ASU 2023-09 to require additional disclosures in the notes to our consolidated financial statements. The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

Investments - Contractual Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Less than 1 year	$ 179,820
1 year to 2 years	16,617
Total	$ 196,437	$ 462,110

Convertible Senior Notes Due 2023 (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of liability component of 2023 Notes

As of December 31, 2022, the liability component of the 2023 Notes consists of the following (dollars in thousands):


	December 31, 2022
2023 Notes	$	402,500
Unamortized debt discount and deferred financing costs	(532)
Total carrying value	$	401,968

Goodwill and Intangible Assets, Net - Intangible Assets Gross Carrying Amount and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Amortization Period (Years)	6 years 9 months 10 days
Intangible assets subject to amortization:
Remaining Weighted- Average Amortization Period (Years)	6 years 9 months 10 days
Accumulated Amortization	$ (229,242)	$ (146,857)
Total intangible assets, carrying amount, gross	829,131	849,320
Intangible assets, net	$ 599,889	702,463
Acquired developed technology and product rights
Indefinite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Amortization Period (Years)	6 years 10 months 2 days
Intangible assets subject to amortization:
Remaining Weighted- Average Amortization Period (Years)	6 years 10 months 2 days
Carrying Amount, Gross	$ 661,311	681,500
Accumulated Amortization	(190,395)	(113,061)
Carrying Amount, Net	$ 470,916	568,439
Capitalized patent defense costs
Indefinite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Amortization Period (Years)	8 months 1 day
Intangible assets subject to amortization:
Remaining Weighted- Average Amortization Period (Years)	8 months 1 day
Carrying Amount, Gross	$ 43,820	43,820
Accumulated Amortization	(38,847)	(33,796)
Carrying Amount, Net	4,973	10,024
Acquired in-process research and development
Indefinite-Lived Intangible Assets [Line Items]
Acquired in-process research and development	$ 124,000	$ 124,000

Composition of Other Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property and equipment
Property and equipment, gross	$ 28,935	$ 28,222
Less accumulated depreciation and amortization	(15,405)	(13,049)
Property and equipment, net	13,530	15,173
Depreciation and amortization expense	2,500	3,000	$ 2,600
Lab equipment and furniture
Property and equipment
Property and equipment, gross	13,069	12,127
Leasehold improvements
Property and equipment
Property and equipment, gross	14,023	14,023
Software
Property and equipment
Property and equipment, gross	883	883
Computer equipment
Property and equipment
Property and equipment, gross	960	983
Construction-in-progress
Property and equipment
Property and equipment, gross	$ 0	$ 206

Income Tax Expense

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Tax Expense

The summary of the income tax expense for the years ended December 31, 2023, 2022, and 2021 is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Current
Federal	$	20,772	$	17,515	$	16,606
State	6,395		8,846		8,196
Deferred
Federal	(21,351)		(6,802)		(1,651)
State	(4,363)		(19,527)		(3,400)
Total income tax expense	$	1,453	$	32	$	19,751

A reconciliation of income tax expense at the U.S. federal statutory income tax rate to annual income tax expense at the Company's effective tax rate is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Income tax expense computed at U.S. federal statutory income tax rate	$	581	$	12,756	$	15,367
State income taxes	(330)		(3,198)		3,088
Permanent items	3,028		399		1,465
Research and development credits	(1,117)		237		(1,016)
Uncertain income tax position	(2,529)		(1,992)		(314)
Change in valuation allowance	1,267		(8,626)		250
Other	553		456		911
Income tax expense	$	1,453	$	32	$	19,751

The significant components of the Company's deferred income tax assets (liabilities) are as follows (dollars in thousands):


	As of December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	101,325	$	112,516
Accrued product returns and rebates	22,150		23,300
Accrued compensation and stock based compensation	15,613		15,422
Capitalized research and development	29,953		13,926
Operating lease liability	10,374		10,821
Other	12,755		18,486
Total deferred tax assets	192,170		194,471
Less: valuation allowance	(60,866)		(59,598)
Total deferred tax asset, net of valuation allowance	131,304		134,873
Deferred tax liabilities:
Intangibles	(144,327)		(171,113)
Operating lease assets	(7,251)		(7,338)
Other	(4,689)		(6,231)
Total deferred tax liabilities	(156,267)		(184,682)
Net deferred tax liabilities	$	(24,963)	$	(49,809)

In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely-than-not that some or all of the deferred income tax assets will not be realized. The ultimate realization of the deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss (NOL) and tax credit carryforwards are available. The Company considers projected future taxable income, the scheduled reversal of deferred income tax liabilities, and available tax planning strategies that can be implemented by the Company in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the NOL and credit carryforwards are available to reduce income taxes payable, management had determined it is not more-likely-than-not to realize all such net deferred tax assets.

A reconciliation of the deferred asset valuation allowance is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Beginning balance	$	59,598	$	70,529	$	582
Acquisition Accounting (1)	—		(2,305)		69,697
Additions	1,268		435		250
Deductions	—		(9,061)		—
Ending balance	$	60,866	$	59,598	$	70,529

(1) Amount comprised principally of acquisitions and purchase accounting adjustments in connect with acquisitions

The Company recorded a valuation allowance addition of $1.3 million for the year ended December 31, 2023. The valuation allowance is primarily related to federal and state net operating losses carryforwards acquired from the Adamas Acquisition that are not expected to be realizable in the future.

The Company has NOL carryforwards in several jurisdictions. Due to changes in the Company's ownership, the utilization of net operating loss carryforwards that can be used to offset future taxable income are subject to annual limits in accordance with Internal Revenue Code (IRC) provisions, as well as similar state provisions. In addition, states may also impose other future limitations through state legislation or similar measures. Despite the NOL carryforwards, the Company may incur higher state income tax expense in the future.

As of December 31, 2023, the U.S. federal and state NOL carryforwards amounted to approximately $374.0 million and $489.9 million, respectively, which will expire in various years beginning in 2031. For the year ended December 31, 2023, the Company utilized federal NOLs of approximately $42.6 million and state NOLs of approximately $25.7 million.

The Company is no longer subject to U.S. Federal income tax examinations for years prior to 2020. Operating loss or tax credit carryforwards generated prior to 2020 may be subject to tax audit adjustment.

The Company accounts for uncertain income tax positions pursuant to the guidance in ASC Topic 740, Income Taxes. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense. Some uncertain income tax position liabilities have been recorded against the Company's deferred income tax assets to offset such tax attribute carryforwards and other positions that cannot be offset by tax attributes until liability has been booked.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (dollars in thousands):


	Years Ended December 31,
	2023		2022		2021
Balance as of January 1	$	4,323	$	6,100	$	5,881
Gross increases related to current year tax positions	112		32		898

Gross increases related to prior year tax positions	9		—		—
Gross decreases related to prior year tax positions	—		(39)		(363)
Lapse of statute of limitations	(2,295)		$	(1,770)	(316)
Balance as of December 31	$	2,149	$	4,323	$	6,100

The Company does not anticipate a material impact to the financial statements in the next 12 months as a result of uncertain tax positions and expiring statutes of limitation.

- Definition

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

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+ Details

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

The following table sets forth the gross carrying amounts of goodwill (dollars in thousands):


	December 31, 2023		December 31, 2022
Goodwill	$	117,019	$	117,019

There were no goodwill impairment charges recognized in 2023 or 2022.

Schedule of intangible assets and goodwill

The following table sets forth the gross carrying amounts and related accumulated amortization of intangibles assets (dollars in thousands):


		December 31, 2023						December 31, 2022
	Remaining Weighted- Average Amortization Period (Years)	Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net		Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net
Acquired in-process research and development		$	124,000	$	—	$	124,000	$	124,000	$	—	$	124,000
Intangible assets subject to amortization:
Acquired developed technology and product rights	6.84	661,311		(190,395)		470,916		681,500		(113,061)		568,439
Capitalized patent defense costs	0.67	43,820		(38,847)		4,973		43,820		(33,796)		10,024
Total intangible assets	6.78	$	829,131	$	(229,242)	$	599,889	$	849,320	$	(146,857)	$	702,463

Schedule of finite-lived intangible assets, future amortization expense

Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors (dollars in thousands):


Year:	Estimated Amortization Expense
2024	$	77,977
2025	70,876
2026	70,876
2027	70,745
2028	69,301
Thereafter	116,114

- Definition

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

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+ Details