Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report, and in conjunction with management's discussion and analysis and our audited consolidated financial statements included in our Annual Report. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report, including those set forth under "Forward-looking Statements" and "Risk Factors," as revised and supplemented by those risks described from time to time in other reports which we file with the SEC.
Overview
Our mission is to build a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. We have developed, licensed, and acquired a portfolio of meaningfully differentiated products for use in the treatment of attention deficit hyperactivity disorder ("ADHD") and moderate to severe pain. We commercialize our products, consisting of Jornay PM, Belbuca, Xtampza ER, Nucynta ER, Nucynta IR, Nucynta ER Authorized Generic ("AG"), and Nucynta IR AG (collectively the "Nucynta Products"), and Symproic, in the United States.
Jornay PM is a central nervous system ("CNS") stimulant prescription medicine that contains methylphenidate HCl, a Schedule II methylphenidate, which was approved by the U.S. Food and Drug Administration ("FDA") in August 2018 for the treatment of ADHD in people six years of age and older and currently the only FDA-approved stimulant medication that is dosed in the evening. We began recognizing product revenue related to Jornay PM in September 2024 following our acquisition of Ironshore Therapeutics Inc. ("Ironshore") (the "Ironshore Acquisition").
Belbuca is a buccal film that contains buprenorphine, a Schedule III opioid, and was approved by the FDA in October 2015 for severe and persistent pain that requires an extended treatment period with a daily opioid analgesic and for which alternative options are inadequate. We began shipping and recognizing product revenue related to Belbuca in March 2022 following our acquisition of BioDelivery Sciences International, Inc. ("BDSI").
Xtampza ER, an abuse-deterrent, extended-release, oral formulation of oxycodone, is a Schedule II opioid and was approved by the FDA in April 2016 for the management of severe and persistent pain that requires an extended treatment period with a daily opioid analgesic and for which alternative treatment options are inadequate. We commercially launched Xtampza ER in June 2016.
The Nucynta Products are extended-release ("ER") and immediate-release ("IR") oral formulations of tapentadol, a Schedule II opioid. In November 2008, the FDA approved Nucynta ER and Nucynta IR. Nucynta ER is indicated for the management of severe and persistent pain that requires an extended treatment period with a daily opioid analgesic, including neuropathic pain associated with diabetic peripheral neuropathy in adults, and for which alternate treatment options are inadequate. Nucynta IR is indicated for the management of acute pain severe enough to require an opioid analgesic and for which alternative treatments are inadequate in adults and pediatric patients aged 6 years and older with a body weight of at least 40 kg. We began shipping and recognizing product revenue on the Nucynta Products in January 2018 and began marketing the Nucynta Products in February 2018. In August 2023, the FDA granted New Patient Population exclusivity for Nucynta IR in pediatric patients. This grant extended the period of U.S. exclusivity for Nucynta IR from June 27, 2025 to July 3, 2026. In June 2024, the FDA granted pediatric exclusivity to the Nucynta Products for an additional six months, to January 3, 2027 for Nucynta IR and December 27, 2025 for Nucynta ER. In January 2026, a generic version of Nucynta IR 50mg, 75mg, and 100mg tablets was approved under an abbreviated New Drug Application ("ANDA") filed by a third-party with the FDA which carves out pediatric use from its label.
We have entered into an authorized generic agreement with Hikma Pharmaceuticals USA Inc. ("Hikma"), pursuant to which we granted Hikma rights relating to an authorized generic version of the Nucynta Products in the United States. Hikma launched a generic version of Nucynta IR on February 25, 2026 and a generic version of Nucynta ER on March 11, 2026.
Symproic, an oral formulation of naldemedine, was approved by the FDA in March 2017 for the treatment of opioid-induced constipation ("OIC") in adult patients with chronic non-cancer pain, including patients with chronic pain related to prior cancer or its treatment who do not require frequent (e.g., weekly) opioid dosage escalation. We began shipping and recognizing product revenue related to Symproic in March 2022 following our acquisition of BDSI.
On March 19, 2026, the Company entered into an Equity Purchase Agreement (the "Azstarys Purchase Agreement") with Corium Therapeutics Holdings, LLC and Corium, LLC. Pursuant to the terms of the Azstarys Purchase Agreement, the Company will acquire AZSTARYS®, a central nervous system stimulant prescription medicine used for the treatment of ADHD, further expanding the Company's commercial presence in neuropsychiatry, for $650 million in cash (the "Azstarys Acquisition"), subject to customary purchase price adjustments. The Azstarys Purchase Agreement also provides for potential regulatory and commercial milestone payments of up to $135 million in the aggregate in cash to be made to Corium, LLC upon the achievement of such milestones. The all-cash upfront consideration is expected to be funded by a combination of the Company's existing cash and borrowings under the Delayed Draw Term Loan provided for in the Company's 2025 Credit Facility (as defined below). The transaction is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions.
Critical Accounting Policies and Significant Judgments and Estimates
We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as "critical" because these specific areas generally require us to make judgments and estimates about matters that are uncertain at the time we make the estimate, and different estimates-which also would have been reasonable-could have been used, which would have resulted in different financial results. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our Annual Report.
Results of Operations
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Three Months Ended March 31,
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2026
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2025
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(in thousands)
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Product revenues, net
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$
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193,520
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|
|
$
|
177,757
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|
|
Cost of product revenues
|
-
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|
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-
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Cost of product revenues (excluding intangible asset amortization)
|
20,801
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|
|
24,960
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|
|
Intangible asset amortization
|
55,473
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|
|
55,473
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|
|
Total cost of product revenues
|
76,274
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|
|
80,433
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|
Gross profit
|
117,246
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|
|
97,324
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|
Operating expenses
|
|
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Selling, general and administrative
|
86,350
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|
|
76,423
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|
|
Gain on fair value remeasurement of contingent consideration
|
-
|
|
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(786)
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|
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Total operating expenses
|
86,350
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|
|
75,637
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Income from operations
|
30,896
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|
|
21,687
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Interest expense
|
(15,862)
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|
(20,790)
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|
|
Interest income
|
3,706
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|
|
2,225
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|
|
Income before income taxes
|
18,740
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|
|
3,122
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|
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Provision for income taxes
|
4,244
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|
|
705
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Net income
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$
|
14,496
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|
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$
|
2,417
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Comparison of the three months ended March 31, 2026 and March 31, 2025
Product revenues, net
Product revenues, net were $193.5 million for the three months ended March 31, 2026 (the "2026 Quarter"), compared to $177.8 million for the three months ended March 31, 2025 (the "2025 Quarter"). The $15.7 million increase is primarily due to increased revenue for Jornay PM of $10.4 million, Xtampza ER of $3.1 million, Symproic of $1.4 million, and Belbuca of $1.0 million, partially offset by the decreased revenue for Nucynta Products of $0.1 million.
The increase in revenue for Jornay PM of $10.4 million is primarily due to higher sales volume, lower gross-to-net adjustments related to provisions for co-pay program incentives, and higher gross price, partially offset by higher gross-to-net adjustments related to provisions for rebates and product returns.
The increase in revenue for Xtampza ER of $3.1 million is primarily due to higher gross price and lower gross-to-net adjustments related to provisions for rebates, partially offset by lower sales volume.
The increase in revenue for Symproic of $1.4 million is primarily due to lower gross-to-net adjustments related to provisions for product returns, higher gross price, and higher sales volume, partially offset by higher gross-to-net adjustments related to provisions for rebates.
The increase in revenue for Belbuca of $1.0 million is primarily due to higher gross price and higher sales volume, partially offset by higher gross-to-net adjustments related to provisions for chargebacks and co-pay program incentives.
The decrease in revenue for the Nucynta Products of $0.1 million is primarily due to the decrease in branded product revenue of $2.8 million, partially offset by the increase in authorized generic product revenue of $2.7 million. The decrease in Nucynta branded product revenue was primarily due to lower sales volume and higher gross-to-net adjustments related to provisions for returns, chargebacks, and co-pay program incentives, partially offset by higher gross price and lower gross-to-net adjustments related to provisions for rebates. The increase in Nucynta AG product revenue was due to the launch of the authorized generic products in the 2026 Quarter.
Cost of product revenues
Cost of product revenues (excluding intangible asset amortization) was $20.8 million for the 2026 Quarter, compared to $25.0 million for the 2025 Quarter. The $4.2 million decrease was primarily due to the 2025 Quarter including $3.5 million related to the step-up basis in inventory.
Intangible asset amortization was $55.5 million for both the 2026 Quarter and the 2025 Quarter and includes amortization of the intangible asset related to Jornay PM acquired from the Ironshore Acquisition in September 2024, as well as amortization of intangible assets related to Belbuca, the Nucynta Products, and Symproic. Intangible asset amortization related to Belbuca and the Nucynta Products is expected to be fully amortized during 2026.
Operating expenses
Selling, general and administrative expenses were $86.4 million for the 2026 Quarter, compared to $76.4 million for the 2025 Quarter. The $10.0 million increase was primarily related to:
•an increase in acquisition-related expenses of $4.9 million primarily due to expenses incurred related to the Azstarys Acquisition;
•an increase in salaries, wages and benefits of $4.3 million, primarily due to additional headcount, including the expansion of the sales force that promotes Jornay PM that occurred late in the first quarter of 2025;
•an increase in sales and marketing expenses of $3.4 million, primarily due to expenses incurred to support Jornay PM, including supporting the expansion of the sales force that promotes Jornay PM that occurred late in the first quarter of 2025; partially offset by
•a decrease in product taxes and fees of $0.9 million, primarily due to lower expenses associated with state-regulated opioid fees and lower federal branded prescription drug fees;
•a decrease in post-marketing requirement expense of $0.8 million, primarily due to the timing of post-marketing requirement trial activities related to Jornay PM; and
•a decrease in audit and legal fees of $0.6 million, primarily due to lower accounting and tax expenses.
Gain on fair value remeasurement of contingent consideration was zero in the 2026 Quarter, compared to $0.8 in the 2025 Quarter. The decrease was due to the revaluation of the contingent consideration associated with the Ironshore Acquisition and reflects the liability being reduced to zero in 2025 after the related milestone was not achieved.
Interest expense and Interest income
Interest expense was $15.9 million for the 2026 Quarter, compared to $20.8 million for the 2025 Quarter. The $4.9 million decrease was primarily due to a lower interest rate in 2026 following the refinancing of its 2024 Term Loan in December 2025 and a lower overall principal balance of debt.
Interest income was $3.7 million for the 2026 Quarter, compared to $2.2 million for the 2025 Quarter. The $1.5 million increase was primarily due to a higher overall balance invested in the 2026 Quarter compared to the 2025 Quarter.
Taxes
The provision for income taxes was $4.2 million for the 2026 Quarter, compared to $0.7 million for the 2025 Quarter. The $3.5 million increase is primarily due to higher earnings before taxes in the 2026 Quarter compared to the 2025 Quarter, as well as the impact of discrete excess tax benefits related to stock compensation. The effective tax rate was 22.6% and 22.6% in the 2026 Quarter and 2025 Quarter, respectively.
Liquidity and Capital Resources
Sources of Liquidity
Historically, we have funded our operations primarily through private placements and/or public offerings of our preferred stock, common stock, and convertible notes; term loan debt; and cash inflows from sales of our products. We are primarily dependent on the commercial success of Jornay PM, Belbuca, Xtampza ER, and the Nucynta Products.
In December 2025, we entered into the 2025 Credit Agreement, which consists of the $580.0 million 2025 Term Loan, a $300.0 million of delayed draw term loan commitments, and a $100.0 million revolving credit facility, which was fully available as of March 31, 2026. The 2025 Term Loan was used to repay in full the remaining outstanding obligations under the 2024 Term Loan and to pay fees and expenses relating to the entry into the 2025 Credit Agreement and the remainder for general corporate purposes.
As of March 31, 2026, the outstanding principal balance of the 2025 Term Loan was $572.8 million, of which $32.6 million in principal payments are due within the next 12 months.
As of March 31, 2026, the outstanding principal balance of the 2029 Convertible Notes was $241.5 million. The $241.5 million principal balance is due in 2029.
As of March 31, 2026, we had $421.8 million in cash, cash equivalents, and marketable securities. We believe that our cash, cash equivalents, and marketable securities as of March 31, 2026, together with expected cash inflows from operations, will enable us to fund our operating expenses, debt service, and capital expenditure requirements under our current business plan for the foreseeable future.
Borrowing Arrangements
The following transactions represent our material borrowing arrangements: the 2025 Term Loan and the 2029 Convertible Notes. Refer to Note 12, Term Notes Payable, and Note 13, Convertible Senior Notes, for more information.
Cash Flows
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Three Months Ended March 31,
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2026
|
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2025
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(in thousands)
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|
Net cash provided by operating activities
|
$
|
57,113
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|
|
$
|
55,398
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|
|
Net cash provided by (used in) investing activities
|
1,627
|
|
|
(9,680)
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|
|
Net cash used in financing activities
|
(21,342)
|
|
|
(25,236)
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|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
37,398
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|
|
$
|
20,482
|
|
Operating activities. Cash provided by operating activities was $57.1 million for the 2026 Period, compared to $55.4 million for the 2025 Period. The $1.7 million increase was primarily due to an increase in cash flow from operating results, which reflects operating earnings after adjustment for non-cash items that are included in net income, partially offset by a decrease in cash flows from changes in working capital.
Investing activities. Cash provided by investing activities was $1.6 million for the 2026 Period, compared to cash used in investing activities of $9.7 million for the 2025 Period. The $11.3 million increase was primarily due to an increase in cash flows due to lower purchases of marketable securities of $7.8 million and higher maturities of marketable securities of $3.0 million.
Financing activities. Cash used in financing activities was $21.3 million for the 2026 Period, compared to $25.2 million in the 2025 Period. The $3.9 million decrease was primarily due to a decrease in repayments of term notes of $8.8 million, partially offset by an increase in taxes paid for employee stock withholdings of $4.8 million.
Funding Requirements and Outlook
We believe that our cash, cash equivalents, and marketable securities as of March 31, 2026, together with expected cash inflows from operations, will enable us to fund our operating expenses, debt service, and capital expenditure requirements under our current business plan for the foreseeable future. However, we are subject to all the risks common to the commercialization and development of new pharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business.
We have significant future capital requirements, including:
•expected operating expenses to manufacture and commercialize our products and to operate our organization;
•repayment of outstanding principal amounts and interest in connection with our 2025 Term Loan and 2029 Convertible Notes;
•royalties we pay on sales of certain products within our portfolio;
•operating lease obligations;
•minimum purchase obligations in connection with our contract manufacturer;
•cash paid for income taxes;
•deferred royalty obligation in connection with Jornay PM; and
•contingent payment upon the achievement of a financial milestone based on net revenues of Jornay PM.
In addition, we have significant potential future capital requirements, including:
•the upfront cash consideration for the Azstarys Acquisition, which is expected to close in the second quarter of 2026 and be funded using a combination of our existing cash and borrowings under the delayed draw term loan provided for in our Credit Agreement entered into in December 2025;
•we may enter into business development transactions, including the acquisitions, collaborations, licensing arrangements and equity investments, that require additional capital;
•any judgments rendered against us in connection with any of the litigation matters set forth in Note 16, Commitments and Contingencies, to our financial statements; and
•in July 2025, our Board of Directors authorized a new share repurchase program for the repurchase of up to $150.0 million of shares of our common stock through December 31, 2026. Future share repurchases will depend upon, among other factors, our cash balances and potential future capital requirements, our results of operations and financial conditions, the price of our common stock on the NASDAQ Global Select Market, and other factors that we may deem relevant.
Additional Information
To supplement our financial results presented on a GAAP basis, we have included information about certain non-GAAP financial measures. We believe the presentation of these non-GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial measures, primarily adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior management.
We may discuss the following financial measures that are not calculated in accordance with GAAP in our quarterly and annual reports, earnings press releases and conference calls.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as:
•adjusted EBITDA excludes depreciation and amortization, and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;
•adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
•adjusted EBITDA does not reflect the benefit from or provision for income taxes or the cash requirements to pay taxes;
•adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
•we exclude stock-based compensation expense from adjusted EBITDA although: (i) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; and (ii) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position;
•we exclude impairment expenses from adjusted EBITDA and, although these are non-cash expenses, the asset(s) being impaired may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;
•we exclude restructuring expenses from adjusted EBITDA. Restructuring expenses primarily include employee severance and contract termination costs that are not related to acquisitions. The amount and/or frequency of these restructuring expenses are not part of our underlying business;
•we exclude litigation settlements and contingencies that are subject to recovery from adjusted EBITDA, as well as any applicable income items, credit adjustments, or recoveries due to subsequent changes in estimates. This does not include our legal fees to defend claims, which are expensed as incurred;
•we exclude acquisition related expenses as the amount and/or frequency of these expenses are not part of our underlying business. Acquisition related expenses include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, legal defense expenses for specific acquired claims that relate to acts that occurred prior to our acquisition, and miscellaneous other acquisition related expenses incurred;
•we exclude recognition of the step-up basis in inventory from acquisitions (i.e., the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing expense associated with sale of our products as part of our underlying business;
•we exclude losses on extinguishments of debt as these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis;
•we exclude executive transition expenses from adjusted EBITDA as the amount and/or frequency of these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis; and
•we exclude other expenses, from time to time, that are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis.
Adjusted EBITDA for the three and three months ended March 31, 2026 and 2025 was as follows:
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|
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|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
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2026
|
|
2025
|
|
|
(in thousands)
|
|
GAAP net income
|
$
|
14,496
|
|
|
$
|
2,417
|
|
|
Adjustments:
|
|
|
|
|
Interest expense
|
15,862
|
|
|
20,790
|
|
|
Interest income
|
(3,706)
|
|
|
(2,225)
|
|
|
Provision for income taxes
|
4,244
|
|
|
705
|
|
|
Depreciation
|
463
|
|
|
1,091
|
|
|
Amortization
|
55,473
|
|
|
55,473
|
|
|
Stock-based compensation
|
10,880
|
|
|
11,524
|
|
|
Recognition of step-up basis in inventory
|
-
|
|
|
3,477
|
|
|
Executive transition expense
|
-
|
|
|
1,397
|
|
|
Acquisition related expenses
|
6,175
|
|
|
1,289
|
|
|
Gain on fair value remeasurement of contingent consideration
|
-
|
|
|
(786)
|
|
|
Total adjustments
|
$
|
89,391
|
|
|
$
|
92,735
|
|
|
Adjusted EBITDA
|
$
|
103,887
|
|
|
$
|
95,152
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|
Adjusted EBITDA was $103.9 million for the 2026 Quarter compared to $95.2 million for the 2025 Quarter. The $8.7 million increase was primarily due to higher revenues of $15.7 million, partially offset by higher adjusted operating expenses of $7.1 million.
Adjusted Operating Expenses
Adjusted operating expenses is a non-GAAP financial measure that represents GAAP operating expenses adjusted to exclude stock-based compensation expense, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations.
Adjusted operating expenses for three months ended March 31, 2026 and 2025 were as follows:
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|
|
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|
|
Three Months Ended March 31,
|
|
|
2026
|
|
2025
|
|
|
(in thousands)
|
|
GAAP operating expenses
|
$
|
86,350
|
|
|
$
|
75,637
|
|
|
Adjustments:
|
|
|
|
|
Stock-based compensation
|
10,880
|
|
|
11,524
|
|
|
Executive transition expense
|
-
|
|
|
1,397
|
|
|
Acquisition related expenses
|
6,175
|
|
|
1,289
|
|
|
Gain on fair value remeasurement of contingent consideration
|
-
|
|
|
(786)
|
|
|
Total adjustments
|
$
|
17,055
|
|
|
$
|
13,424
|
|
|
Adjusted operating expenses
|
$
|
69,295
|
|
|
$
|
62,213
|
|
Adjusted operating expenses were $69.3 million in the 2026 Quarter compared to $62.2 million in the 2025 Quarter. The $7.1 million increase was primarily driven by:
•an increase in salaries, wages, and benefits (excluding stock-based compensation and executive transition expense) of $6.3 million; and
•an increase in sales and marketing expenses of $3.4 million, primarily due to expenses incurred to support Jornay PM, including supporting the expansion of the sales force that promotes Jornay PM in 2025; partially offset by
•a decrease in product taxes and fees of $0.9 million, primarily due to lower expenses associated with state-regulated opioid fees and lower federal branded prescription drug fees;
•a decrease in post-marketing research costs of $0.8 million, primarily due to the timing of post-marketing studies related to Jornay PM; and
•a decrease in audit and legal fees of $0.6 million, primarily due to lower accounting and tax expenses.
Adjusted Net Income and Adjusted Earnings Per Share
Adjusted net income is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude significant income and expense items that are non-cash or not indicative of ongoing operations, including consideration of the tax effect of the adjustments. Adjusted earnings per share is a non-GAAP financial measure that represents adjusted net income per share. Adjusted weighted-average shares - diluted is calculated in accordance with the treasury stock, if-converted, or contingently issuable accounting methods, depending on the nature of the security.
Adjusted net income and adjusted earnings per share for the three months ended March 31, 2026 and 2025 were as follows:
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|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2026
|
|
2025
|
|
|
(in thousands, except share and per share data)
|
|
GAAP net income
|
$
|
14,496
|
|
|
$
|
2,417
|
|
|
Adjustments:
|
|
|
|
|
Non-cash interest expense
|
819
|
|
|
1,367
|
|
|
Amortization
|
55,473
|
|
|
55,473
|
|
|
Stock-based compensation
|
10,880
|
|
|
11,524
|
|
|
Recognition of step-up basis in inventory
|
-
|
|
|
3,477
|
|
|
Executive transition expense
|
-
|
|
|
1,397
|
|
|
Acquisition related expenses
|
6,175
|
|
|
1,289
|
|
|
Gain on fair value remeasurement of contingent consideration
|
-
|
|
|
(786)
|
|
|
Income tax effect of above adjustments (1)
|
(18,629)
|
|
|
(18,737)
|
|
|
Total adjustments
|
$
|
54,718
|
|
|
$
|
55,004
|
|
|
Non-GAAP adjusted net income
|
$
|
69,214
|
|
|
$
|
57,421
|
|
|
|
|
|
|
|
Adjusted weighted-average shares - diluted (2)
|
40,065,665
|
|
|
39,446,458
|
|
|
Adjusted earnings per share (2)
|
$
|
1.76
|
|
|
$
|
1.49
|
|
(1)The income tax effect of the adjustments was calculated by applying our blended federal and state statutory rate to the items that have a tax effect. The blended federal and state statutory rate for the three months ended March 31, 2026 and 2025 were 24.9% and 25.8%, respectively. As such, the non-GAAP effective tax rates for the three months ended March 31, 2026 and 2025 were 25.4% and 25.4%, respectively.
(2)Adjusted weighted-average shares - diluted were calculated using the "if-converted" method for our convertible notes in accordance with ASC 260, Earnings per Share. As such, adjusted weighted-average shares - diluted includes shares related to the assumed conversion of our convertible notes and the associated cash interest expense is added-back to non-GAAP adjusted net income. For the three months ended March 31, 2026 and 2025, adjusted weighted-average shares - diluted includes 6,606,305 shares attributable to our convertible notes. In addition, adjusted earnings per share includes other potentially dilutive securities to the extent that they are not antidilutive.
Contractual Obligations
There have been no material changes to the contractual obligations and commitments described under Management's Discussion and Analysis of Financial Condition and Results of Operations from our most recently filed Annual Report.