SUPERNUS PHARMACEUTICALS, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Supernus Pharmaceuticals, Inc. Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 90 Consolidated Balance Sheets 94 Consolidated Statements of Earnings 95 Consolidated Statements of Comprehensive Earnings 96 Consolidated Statements of Changes in Stockholders' Equity 97 Consolidated Statements of Cash Flows 98 Notes to Consolidated Financial Statements 99 89 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Supernus Pharmaceuticals, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Supernus Pharmaceuticals, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive earnings, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 9, 2023 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accrued sales deductions related to product returns As disclosed in Notes 2 and 14 to the consolidated financial statements, the Company recorded accrued product returns of $45,008 (dollars in thousands) as of December 31, 2022. The related provision for product returns is reflected as a reduction of gross product sales, and is recorded at the time of sale when the customer takes title to the product. Sale of the Company’s products are not subject to a general right of return; however, the Company will accept return of expired product six months prior to and up to 12 months subsequent to the product’s expiry date for certain products. The Company's products have a shelf life of up to 48 months from date of manufacture. We identified the evaluation of accrued sales deductions related to Trokendi XR, Oxtellar XR and Qelbree product returns, and specifically the assessment of the expected long-term return rates, as a critical audit matter. The assessment of the expected long-term return rates included a comparison to actual returns experience and involved a high degree of auditor judgment due to the significant passage of time between product sale and the time at which the Company issues credit for expired product. 90 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We assessed the Company’s long-term return rate assumptions by evaluating the consistency of those assumptions with the trend of actual historical return rates. We compared prior period expected long-term return rate assumptions against actual return rates experience. /s/ KPMG LLP We have served as the Company's auditor since 2015. Baltimore, Maryland March 9, 2023 91 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Supernus Pharmaceuticals, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Supernus Pharmaceuticals, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive earnings, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 9, 2023 expressed an unqualified opinion on those consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses are specific to the lack of qualified resources and an adequate risk assessment over design and effective operation of controls in the inventory and cost of goods sold processes and the lack of an adequate risk assessment over the design and effective operation of controls that would affect the estimation of accrued product rebates have been identified and included in management’s assessment. The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 92 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Baltimore, Maryland March 9, 2023 93 Table of Contents Supernus Pharmaceuticals, Inc. Consolidated Balance Sheets (in thousands, except share amounts) December 31, 2022 December 31, 2021 Assets Current assets Cash and cash equivalents $ 93,120 $ 203,434 Marketable securities 368,214 136,246 Accounts receivable, net 165,497 148,932 Inventories, net 91,541 85,959 Prepaid expenses and other current assets 15,779 27,019 Total current assets 734,151 601,590 Long term marketable securities 93,896 119,166 Property and equipment, net 15,173 16,955 Intangible assets, net 702,463 784,693 Goodwill 117,019 117,516 Other assets 39,806 49,232 Total assets $ 1,702,508 $ 1,689,152 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued liabilities $ 96,342 $ 117,683 Accrued product returns and rebates 151,665 132,724 Contingent consideration, current portion 21,120 44,840 Convertible notes, net 401,968 — Other current liabilities 16,863 20,132 Total current liabilities 687,958 315,379 Convertible notes, net — 379,252 Contingent consideration, long term 33,847 35,637 Operating lease liabilities, long term 35,998 41,298 Deferred income tax liabilities, net 49,809 85,355 Other liabilities 8,692 16,380 Total liabilities 816,304 873,301 Stockholders’ equity Common stock, $ 0.001 par value; 130,000,000 shares authorized; 54,253,796 and 53,256,094 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively 54 53 Additional paid-in capital 408,115 434,337 Accumulated other comprehensive (loss) earnings, net of tax ( 3,210 ) 1,539 Retained earnings 481,245 379,922 Total stockholders’ equity 886,204 815,851 Total liabilities and stockholders’ equity $ 1,702,508 $ 1,689,152 See accompanying notes. 94 Table of Contents Supernus Pharmaceuticals, Inc. Consolidated Statements of Earnings (in thousands, except share and per share data) Years Ended December 31, 2022 2021 2020 Revenues Net product sales $ 649,432 $ 567,504 $ 509,350 Royalty revenues 17,806 12,271 11,047 Total revenues 667,238 579,775 520,397 Costs and expenses Cost of goods sold (a) 87,221 75,061 52,459 Research and development 74,552 90,467 75,961 Selling, general and administrative 377,221 304,759 200,677 Amortization of intangible assets 82,630 29,989 15,702 Contingent consideration (gain) expense ( 510 ) ( 6,530 ) 1,900 Total costs and expenses 621,114 493,746 346,699 Operating earnings 46,124 86,029 173,698 Other income (expense) Interest and other income, net 21,689 10,569 18,704 Interest expense ( 7,070 ) ( 23,423 ) ( 23,754 ) Total other income (expense) 14,619 ( 12,854 ) ( 5,050 ) Earnings before income taxes 60,743 73,175 168,648 Income tax expense 32 19,751 41,698 Net earnings $ 60,711 $ 53,424 $ 126,950 Earnings per share Basic $ 1.13 $ 1.01 $ 2.41 Diluted $ 1.04 $ 0.98 $ 2.36 Weighted-average shares outstanding Basic 53,665,143 53,099,330 52,615,269 Diluted 61,679,800 54,356,744 53,689,743 (a) Excludes amortization of intangible assets. See accompanying notes. 95 Table of Contents Supernus Pharmaceuticals, Inc. Consolidated Statements of Comprehensive Earnings (in thousands) Years Ended December 31, 2022 2021 2020 Net earnings $ 60,711 $ 53,424 $ 126,950 Other comprehensive loss: Unrealized (loss) gain on marketable securities, net of tax ( 4,749 ) ( 7,436 ) 1,558 Other comprehensive (loss) earnings, net of tax ( 4,749 ) ( 7,436 ) 1,558 Comprehensive earnings $ 55,962 $ 45,988 $ 128,508 See accompanying notes. 96 Table of Contents Supernus Pharmaceuticals, Inc. Consolidated Statements of Changes in Stockholders' Equity Years Ended December 31, 2020, 2021 and 2022 (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Earnings (Loss) Retained Earnings (Accumulated Deficit) Total Stockholders' Equity Shares Amount Balance, December 31, 2019 52,533,348 $ 53 $ 388,410 $ 7,417 $ 199,548 $ 595,428 Share-based compensation — — 16,561 — — 16,561 Issuance of common stock in connection with the Company’s equity award plans 335,134 — 4,361 — — 4,361 Net earnings — — — — 126,950 126,950 Unrealized gain on marketable securities, net of tax — — — 1,558 — 1,558 Balance, December 31, 2020 52,868,482 53 409,332 8,975 326,498 744,858 Share-based compensation — — 17,910 — — 17,910 Issuance of common stock in connection with the Company’s equity award plans 387,612 — 7,095 — — 7,095 Net earnings — — — — 53,424 53,424 Unrealized loss on marketable securities, net of tax — — — ( 7,436 ) — ( 7,436 ) Balance, December 31, 2021 53,256,094 53 434,337 1,539 379,922 815,851 Cumulative effect of adoption of ASU 2020-06 — — ( 56,212 ) — 40,612 ( 15,600 ) Balance, January 1, 2022 53,256,094 53 378,125 1,539 420,534 800,251 Share-based compensation — — 17,568 — — 17,568 Issuance of common stock in connection with the Company’s equity award plans 997,702 1 12,422 — — 12,423 Net earnings — — — — 60,711 60,711 Unrealized loss on marketable securities, net of tax — — — ( 4,749 ) — ( 4,749 ) Balance, December 31, 2022 54,253,796 $ 54 $ 408,115 $ ( 3,210 ) $ 481,245 $ 886,204 See accompanying notes. 97 Table of Contents Supernus Pharmaceuticals, Inc. Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2022 2021 2020 Cash flows from operating activities Net earnings $ 60,711 $ 53,424 $ 126,950 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 85,543 32,595 18,141 Navitor investment R&D expense (see Note 5) — 15,000 — Other income from Navitor (see Note 5) ( 12,888 ) — — Amortization of deferred financing costs and debt discount 2,112 17,501 16,581 Share-based compensation expense 17,568 17,910 16,561 Realized gains from sales of marketable securities ( 14 ) ( 347 ) ( 4,352 ) Amortization of premium/discount on marketable securities 3,233 418 ( 2,889 ) Changes in fair value of contingent consideration ( 510 ) ( 6,530 ) 1,900 Other noncash adjustments, net 11,638 ( 1,420 ) 1,454 Deferred income tax (benefit) provision ( 26,324 ) ( 4,994 ) 568 Changes in operating assets and liabilities: Accounts receivable ( 16,366 ) 3,867 ( 34,607 ) Inventories ( 17,858 ) ( 14,580 ) ( 10,124 ) Prepaid expenses and other assets 12,303 ( 8,398 ) ( 10,442 ) Accrued product returns and rebates 18,941 4,502 10,386 Accounts payable and other liabilities ( 19,163 ) 18,179 8,272 Contingent consideration ( 2,100 ) — — Net cash provided by operating activities 116,826 127,127 138,399 Cash flows from investing activities Sales and maturities of marketable securities 190,739 530,509 378,422 Purchases of marketable securities ( 406,990 ) ( 311,573 ) ( 95,890 ) Acquisition of USWM, net of cash acquired — ( 950 ) ( 298,541 ) Acquisition of Adamas, net of cash acquired — ( 310,742 ) — Distribution from (investment in) Navitor — 12,888 ( 15,000 ) Purchase of property and equipment and deferred legal fees paid ( 412 ) ( 2,045 ) ( 3,690 ) Net cash used in investing activities ( 216,663 ) ( 81,913 ) ( 34,699 ) Cash flows from financing activities Proceeds from issuance of common stock 12,423 7,095 4,361 Proceeds from governmental loan and grant — 800 — Repayment of acquired Adamas loan — ( 138,315 ) — Payments on finance lease liability — — ( 802 ) Payment of contingent consideration ( 22,900 ) — — Net cash (used in) provided by financing activities ( 10,477 ) ( 130,420 ) 3,559 Net change in cash and cash equivalents ( 110,314 ) ( 85,206 ) 107,259 Cash and cash equivalents at beginning of year 203,434 288,640 181,381 Cash and cash equivalents at end of year $ 93,120 $ 203,434 $ 288,640 Supplemental cash flow information: Cash paid for interest on convertible notes $ 2,516 $ 2,516 $ 2,516 Cash paid for operating leases $ 12,883 $ 11,908 $ 6,949 Income taxes paid $ 16,200 $ 25,190 $ 45,428 Noncash investing and financing activity: Contingent consideration liability related to acquisitions $ — $ 10,307 $ 76,700 Lease assets and tenant receivable obtained for new operating leases $ 1,867 $ 10,868 $ 2,478 Lease assets obtained for new finance lease $ — $ 22,747 Property and equipment additions from utilization of tenant improvement allowance $ 580 $ 25 $ — See accompanying notes. 98 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements 1. Organization and Business 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: Trokendi XR ® , Oxtellar XR ® , Qelbree ® , APOKYN ® , XADAGO ® , MYOBLOC ® , GOCOVRI ® , 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. Adamas Acquisition and Reorganization On October 10, 2021, the Company entered into an Agreement and Plan of Merger by and among the Company, Adamas Pharmaceuticals, Inc. (Adamas) and Supernus Reef, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (Purchaser) (Adamas Agreement). On November 24, 2021 (the Closing Date), the Company completed its purchase of all of the outstanding equity of Adamas, pursuant to the Adamas Agreement dated October 10, 2021, and the Purchaser was merged with and into Adamas (the Merger), with Adamas continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of the Company (Adamas Acquisition). On the Closing Date, Adamas owned two marketed products: GOCOVRI (amantadine) extended-release capsules, the first and only FDA approved medicine indicated for the treatment of both "off" episodes and dyskinesia in patients with PD receiving levodopa-based therapy and as an adjunctive treatment to levodopa/carbidopa in patients with PD experiencing "off" episodes; and Osmolex ER (amantadine) extended-release tablets, approved for the treatment of PD and drug-induced extrapyramidal reactions in adult patients. Adamas also owns the right to receive royalties from Allergan plc for sales of Namzaric (memantine hydrochloride extended-release and donepezil hydrochloride) in the U.S. In the first quarter of 2022 and subsequent to the Adamas Acquisition, the Company completed a reorganization of the Adamas legal entities in an effort to obtain operational, legal and other benefits that also resulted in certain state tax efficiencies. The reorganization had no effect on the consolidated financial statements other than certain state tax efficiencies. (See Note 12, Income Taxes .) 2. 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. 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 significant 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 99 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition and results of operations is highly uncertain and subject to change. As a result, certain of our estimates and assumptions, including the provision for sales deductions, the fair values of financial instruments and the recoverability of intangible assets, require increased judgment and carry a higher degree of variability and volatility that could result in material changes to our estimates in future periods. 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 Considerations 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 100 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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 requires 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 3, Acquisition and Note 7, 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. 101 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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. The following table shows the percentage of the Company's sales made to and percentage of accounts receivables from wholesalers and distributors representing more than 10% of the Company's total net product sales and more than 10% of the Company's accounts receivables, net: Percentage of Net Product Sales Percentage of Accounts Receivable, net 2022 2021 2020 2022 2021 Customer A 26 % 28 % 29 % 37 % 34 % Customer B 28 % 29 % 31 % 34 % 31 % Customer C 26 % 29 % 29 % 15 % 18 % 80 % 86 % 89 % 86 % 83 % Refer to Note 4, 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, and 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. 102 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, operating and finance lease assets, and definite-lived intangible assets. The Company assesses the recoverability of its long-lived assets 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 consequent to completing 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 stated interest and 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 15, Interest Expense ). The Company amortizes the deferred financing costs and debt discount over the term of the debt, using the effective interest method. 103 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) Revenue Recognition 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, 2022, or 2021. 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 products are shipped from a third party fulfillment center and physically received by its customers. The Company's customers take control of its products, including title and ownership, upon the physical receipt of its products at their facilities. Customer orders are generally fulfilled within a few days of order receipt, resulting in minimal order backlog. There are no minimum product purchase requirements with our customers. 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 104 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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. Royalty Revenues The Company recognizes noncash royalty revenues for amounts earned pursuant to its royalty agreement with United Therapeutics Corporation (United Therapeutics), based on estimated product sales of Orenitram by United Therapeutics (see Note 4, 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). Consequent to this agreement, the Company recorded a nonrecourse liability related to this transaction and amortizes this liability as noncash royalty revenues (see Note 4, Disaggregated Revenues and Note 16, Commitments and Contingencies ). Sales of Orenitram by United Therapeutics result in payments from United Therapeutics to HC Royalty, in accordance with this agreement. The Company also recognizes noncash interest expense related to the nonrecourse liability and accrues interest expense at an estimated effective interest rate (see Note 15, Interest Expense ). This interest rate is determined based on projections of HC Royalty's rate of return. Royalty revenues also include cash royalty amounts received from other collaboration partners for the right to use the Company's intellectual property as a functional license. The Company has royalty arrangements with third parties that include sales-based royalties on the licensed intellectual property to which the royalties relate. For sales-based royalties, royalty revenue is only recognized when the underlying product sale has occurred. Sales-based royalties are recorded based on estimated quarterly net sales of the underlying product. Differences between actual results and estimated amounts are adjusted in the period in which they become known, which typically follows the quarterly period in which the estimate is made. To date, actual royalties received have not differed materially from estimates. There are no guaranteed minimum 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. 105 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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, 2022, and 2021, 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. 106 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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 $ 131.7 million, $ 86.0 million, and $ 54.5 million in advertising expense for the years ended December 31, 2022, 2021, and 2020, respectively. These expenses are recorded as a component of Selling, general and administrative expenses in the consolidated statements of earnings. 107 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) 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. 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 Adopted in 2022 ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) : Accounting for Convertible Instruments and Contracts in an Entity's Own Equity - The new standard, issued in August 2020, simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments with cash conversion and beneficial conversion features. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled in whole or in part with equity. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. This new standard also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception. The Company adopted the new guidance as of January 1, 2022 using the modified retrospective method of transition which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result, the cumulative effect of the accounting change increased the carrying amount of the convertible notes, net by $ 20.6 million, increased retained earnings by $ 40.6 million, reduced additional paid-in capital by $ 56.2 million, and decreased deferred tax liabilities by $ 5.0 million as of January 1, 2022. In addition, the Company had an increase of 6.8 million in dilutive shares included in diluted weighted average shares of common stock outstanding for the purposes of calculating diluted earnings per share under the if-converted method. ASU 2021-10, Government Assistance (Topic 832) - The new standard, issued in November 2021, requires the disclosure of information about transactions with a government that are accounted for by applying a grant or contribution model by analogy. This could include various forms of government assistance, but excludes transactions in the scope of specific U.S. GAAP, such as tax incentives accounted for under Accounting Standards Codification (ASC) 740, Income Taxes . For transactions in the scope of the new standard, information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction are required to be disclosed. This guidance is effective for fiscal years beginning after December 15, 2021 on a prospective basis. The adoption of the new standard as of January 1, 2022 did not have a material impact to the financial statements. 108 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (Continued) New Accounting Pronouncements Not Yet Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers - The new standard, issued in October 2021, amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606, Revenue from Contracts with Customers , as if the acquiree had initially applied recognition and measurement in their financial statements. This guidance is effective for fiscal years beginning after December 15, 2022 on a prospective basis. Early adoption is permitted. 3. Acquisition Adamas Acquisition In connection with the Adamas Acquisition on November 24, 2021 (see Note 1, Organization and Nature of Operations ), the Company paid the Adamas shareholders $ 400.8 million and transferred two non-tradable contingent value rights (CVRs). 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 (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. In connection with the two CVRs, the Company recorded contingent consideration liabilities of $ 10.3 million as of the date of the acquisition, to reflect the estimated fair value of the contingent consideration. The estimated fair values of the contingent consideration liabilities were determined using Monte Carlo simulations. The fair value measurements of the contingent consideration liabilities were determined based on significant unobservable inputs and thus represent Level 3 fair value measurements. The key assumptions considered include the estimated amount and timing of projected revenues, volatility, estimated discount rates and the risk-free interest rate. In each reporting period after the acquisition, the Company will revalue the contingent consideration liabilities and will record increases or decreases in the fair value of the liabilities in its consolidated statements of earnings. Changes in fair value will result from actual milestone achievement, as well as changes to forecasts. The inputs and assumptions may not be observable in the market, but they reflect the assumptions the Company believes would be made by a market participant. The possible outcomes for the contingent consideration range from $ 0 to $ 50.9 million on an undiscounted basis. The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with ASC 805, Business Combinations . The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. The estimated fair values of the assets acquired and liabilities assumed, including goodwill, have been included in the Company's consolidated financial statements since the acquisition Closing Date. In the fourth quarter of 2022 and within one year from the Closing Date, the Company finalized its accounting for the Adamas Acquisition; the Company recorded measurement period adjustments related to deferred tax liabilities, and the fair values for a lease (refer to Note 13, Leases ), inventory, and intangible asset based on refinements to inputs used in the estimates. The following purchase price allocation table presents the Company's estimates of the fair value of assets acquired and liabilities assumed as of the Adamas Closing Date, and subsequent measurement period adjustments recorded during the year ended December 31, 2022 (dollars in thousands): 109 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 3. Acquisitions (Continued) As Initially Reported Measurement Period Adjustments (1) As Adjusted Cash and cash equivalents $ 90,064 $ — $ 90,064 Accounts receivable 11,156 — 11,156 Inventories (4) 20,200 ( 914 ) 19,286 Prepaid expenses and other current assets 5,077 — 5,077 Property and equipment 1,254 — 1,254 Intangibles (4) 450,100 400 450,500 Other assets (2) 6,442 ( 1,620 ) 4,822 Total fair value of assets acquired 584,293 ( 2,134 ) 582,159 Accounts payable ( 4,592 ) — ( 4,592 ) Accrued expenses and other current liabilities ( 8,014 ) — ( 8,014 ) Current debt ( 138,315 ) — ( 138,315 ) Operating lease liabilities, long-term ( 5,224 ) — ( 5,224 ) Deferred income tax liabilities (2)(3)(4) ( 56,588 ) 2,631 ( 53,957 ) Total fair value of liabilities assumed ( 212,733 ) 2,631 ( 210,102 ) Total identifiable net assets 371,560 497 372,057 Goodwill 39,553 ( 497 ) 39,056 Total purchase price $ 411,113 $ — $ 411,113 Cash consideration paid $ 400,806 $ — $ 400,806 Fair value of contingent consideration 10,307 — 10,307 Total purchase price $ 411,113 $ — $ 411,113 (1) Measurement period adjustments reflect changes for the year ended December 31, 2022 based on information related to the facts and circumstances that existed as of the Closing Date. (2) Refinement of the estimate of fair value of the right of use asset associated with the acquired Adamas headquarters lease recorded in the first quarter of 2022. Refer to Note 13, Leases . (3) Represents tax impact for the changes in fair value estimate of the right of use asset. inventory and intangible assets, and changes made to finalize the accounting of certain state tax attributes which existed at the opening balance sheet date. (4) Represents adjustment to the fair value of inventory acquired which correspondingly increased the fair value of intangible assets. Acquired Inventory The estimated fair value of the inventory was determined using the comparative sales method, which estimated the expected sales price of the product, reduced by all costs expected to be incurred to complete or dispose of the inventory, as well as a profit on the sale. Acquired Intangible Assets The acquired intangible assets include the acquired developed technology and product rights to GOCOVRI and Osmolex ER, as well as the right to receive royalties from Allergan plc for sales of Namzaric. The Company determined the estimated fair values for the acquired intangible assets as of the Closing Date using the income approach. This is a valuation technique that provides an estimate of fair value of the assets, based on the market participant's expectations of the cash flows that the assets are forecasted to generate. The cash flows were discounted at a rate commensurate with the level of risk associated with its projected cash flows. The Company believes the assumptions are representative of those a market participant would use in estimating fair value. 110 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 3. Acquisitions (Continued) The fair value measurements of the acquired intangible assets were determined based on significant unobservable inputs and thus represent Level 3 fair value measurement. Some of the more significant inputs and assumptions used in the intangible assets valuation includes: the estimated future cash flows from product sales, the timing and projection of costs and expenses, discount rates and tax rates. Acquired intangible assets consist of developed technology and product rights and are amortized over their estimated useful lives on a straight-line basis. The following table summarizes the final purchase price allocation and the average remaining useful lives for identifiable intangible assets (dollars in thousands): Estimated Fair Value Estimated Useful Life as of Closing Date (in years) Acquired developed technology and property rights $ 450,500 3.1 - 8.1 Goodwill Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Goodwill is primarily attributable to the anticipated cost synergies, additional growth platforms, and an expanded revenue base with the addition of the assets from the Adamas Acquisition. The goodwill is not expected to be deductible for tax purposes. Acquired Deferred Income Tax Liabilities, net The deferred income tax liabilities, net relates to the difference between the financial statement carrying amount and the tax basis of acquired intangible assets and inventory, partially offset by acquired net operating loss carryforwards and other temporary differences. The acquired federal and state net operating loss carryforwards are reduced by a valuation allowance for amounts that are not expected to be realizable in the future. Revenue and Net Earnings of Adamas The operations of Adamas and its subsidiaries have been included in the Company's consolidated statements of earnings for the periods subsequent to the Closing Date. Pro Forma Information The following table presents the unaudited pro forma combined financial information for each of the periods presented, as if the Adamas Acquisition had occurred on January 1, 2020 (dollars in thousands): Year Ended December 31, 2021 2020 (unaudited) Pro forma total revenues $ 663,729 $ 594,858 Pro forma net loss $ ( 28,040 ) $ ( 16,186 ) The unaudited pro forma combined financial information is based on historical financial information and the Company's allocation of purchase price. In order to reflect the occurrence of the acquisition on January 1, 2020, the unaudited pro forma combined financial information reflects the recognition of additional amortization expense on intangible assets and estimated additional cost of products sold related to the inventory step-up adjustment; the estimated reduction in the Company's interest income generated from marketable securities that were liquidated to fund the purchase price of the Adamas Acquisition, and the estimated tax impact of the pro forma adjustments. The unaudited pro forma combined financial information should not necessarily be considered indicative of the results that would have occurred if the acquisition had been consummated on the assumed completion date, nor are they indicative of future results. 111 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 4. Disaggregated Revenues The following table summarizes the disaggregation of revenues by product or source (dollars in thousands): Years Ended December 31, 2022 2021 2020 Net product sales Trokendi XR $ 261,221 $ 304,817 $ 319,640 Oxtellar XR 115,345 110,708 98,725 GOCOVRI 104,421 9,778 — APOKYN 75,305 99,233 74,296 Qelbree 61,322 9,879 — Other (1) 31,818 33,089 16,689 Total net product sales 649,432 567,504 509,350 Royalty revenues 17,806 12,271 11,047 Total revenues $ 667,238 $ 579,775 $ 520,397 ______________________________ (1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER. Trokendi XR accounted for more than 40 % of the Company's total net product sales in 2022, more than 50 % in 2021, and more than 60 % in 2020. The Company recognized noncash royalty revenues of $ 9.8 million, $ 9.4 million, and $ 8.5 million for the years ended December 31, 2022, 2021, and 2020, respectively, consequent to the Company's agreement with HC Royalty (see Note 2, Summary of Significant Accounting Policies ). Adjustments related to prior year sales in 2022 and 2021 have amounted to less than 1 % of net product sales for each of the respective periods. Adjustments related to prior year sales in 2020 was $ 13.8 million compared to net product sales of $ 509.4 million in 2020. This included a $ 10.7 million adjustment for the discontinued Trokendi XR commercial blister pack configuration. 5. Investments Marketable Securities Unrestricted available-for-sale marketable securities held by the Company are as follows (dollars in thousands): December 31, 2022 December 31, 2021 Corporate, U.S. government agency and municipal debt securities Amortized cost $ 466,333 $ 253,301 Gross unrealized gains 14 2,349 Gross unrealized losses ( 4,237 ) ( 238 ) Total fair value $ 462,110 $ 255,412 112 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 5. Investments (Continued) The contractual maturities of the unrestricted available-for-sale marketable securities held by the Company are as follows (dollars in thousands): December 31, 2022 Less than 1 year $ 368,214 1 year to 2 years 77,584 2 years to 3 years 16,312 3 years to 4 years — Greater than 4 years — Total $ 462,110 There was no impairment on any available-for-sale marketable securities as of December 31, 2022 and December 31, 2021. Investment in Navitor Development Agreement 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. In addition, the Company will incur certain other research and development support costs. There are certain additional payment amounts which could be incurred by the Company. These costs are contingent upon Navitor Inc. achieving defined development milestones. The Company has an option to acquire or license NV-5138 (SPN-820), for which additional payments would be required. Equity investment In addition to entering into the Development Agreement in April 2020, the Company acquired Series D Preferred Shares of Navitor Inc. for $ 15 million, representing an approximately 13 % ownership position in Navitor Inc. In March 2021, Navitor Inc. underwent a legal restructuring. In the restructuring, Navitor Inc. became a wholly-owned subsidiary of a newly formed limited liability company, Navitor Pharmaceuticals LLC (Navitor LLC), and the outstanding shares of stock in Navitor Inc. were exchanged for units of membership in Navitor LLC having equivalent rights and preferences (Navitor Restructuring). As part of the Navitor Restructuring, the Series D Preferred Shares previously held by the Company were exchanged for Series D Preferred Units in Navitor LLC. In addition, certain assets that did not relate to NV-5138 (SPN-820) were transferred from Navitor Inc. to a newly formed entity that became a separate, wholly-owned subsidiary of Navitor LLC. The Company had determined that Navitor LLC is a VIE. The Company does not consolidate this VIE because the Company lacks the power to direct the activities that most significantly impact Navitor’s economic performance. 113 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 5. Investments (Continued) Prior to the Navitor Restructuring, the investment was accounted for under the practical expedient allowed for equity securities without readily determinable fair value, which is cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments in Navitor Inc. Following the legal restructuring and exchange of the preferred shares for member equity units of Navitor LLC, the investment was accounted for under the equity method of accounting due to the Company's ability to exert significant influence over but not control the financial and operating decisions of Navitor LLC. As a result of the change from a cost method investment to an equity method investment, the Company was required to measure its investment initially in accordance with the guidance in ASC 805. The majority of the assets and liabilities recorded in Navitor LLC's financial statements represent working capital items and cash that are being used for research and development purposes and are significantly lower than the Company's investment in Navitor LLC, which created a significant basis difference for the Company's investment in the underlying net assets. The Company determined that substantially all of the fair value of the investment was attributable to a single in-process research and development (IPR&D) asset. As a result, Navitor LLC was not considered a business as defined in ASC 805. In the first quarter of 2021, the $ 15 million investment, which was previously recorded in Other assets in the consolidated balance sheets, was expensed and recorded in Research and development expense in the consolidated statements of earnings . 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 LLC. 6. 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. 114 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 6. Fair Value of Financial Instruments (Continued) Financial Assets 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 as of 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 $ — $ — $ 54,967 115 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 6. Fair Value of Financial Instruments (Continued) Fair Value Measurements as of December 31, 2021 Total Fair Value at December 31, 2021 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 $ 148,863 $ 148,863 $ — $ — Money market funds 54,571 54,571 — — Marketable securities Corporate debt securities 136,246 251 135,995 — Long term marketable securities Corporate debt securities 119,166 — 119,166 — Other noncurrent assets Marketable securities - restricted (SERP) 630 7 623 — Total assets at fair value $ 459,476 $ 203,692 $ 255,784 $ — Liabilities: Contingent consideration $ 80,477 $ — $ — $ 80,477 Total liabilities at fair value $ 80,477 $ — $ — $ 80,477 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 December 31, 2021 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) Convertible notes, net $ 401,968 $ 395,959 $ 379,252 $ 400,236 The fair value has been estimated based on actual trading information, and quoted prices, both provided by bond traders. 7. Contingent Consideration 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 116 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 7. Contingent Consideration (Continued) USWM Enterprises, LLC (USWM Enterprises) (USWM Acquisition). The USWM Acquisition included potential additional contingent consideration payments of up to $ 230 million comprised of $ 130 million in regulatory and developmental milestones and $ 100 million in sales-based milestones. • Regulatory and developmental milestones: The $ 130 million in regulatory and developmental milestones consists of: 1) a $ 50 million milestone which had a time-based mechanism and was not achieved 2) a $ 25 million milestone due upon the FDA acceptance of the SPN-830 NDA for review, which was paid in the first quarter of 2022 and, 3) a remaining $ 55 million, of which $ 25 million relates to the FDA's approval of the SPN-830 NDA and $ 30 million relates to the subsequent commercial product launch. Regarding the $ 25 million paid in the first quarter of 2022, $ 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. • Sales-based milestones: The $ 100 million in sales-based milestones consists of: 1) $ 70 million in milestones due upon the achievement of certain U.S. net product sales of APOKYN in 2021 and 2022 which were not achieved and, 2) a remaining $ 30 million milestone which relates to the achievement of certain net product sales of the acquired USWM products in 2023. As of December 31, 2022, the Company assessed that this remaining $ 30 million sales-based milestone will not be achieved based on net sales projections. 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, the estimated revenue volatility and the estimated amount and timing of projected revenues from the acquired USWM products. The Company recorded a $ 1.1 million expense due to the change in fair value of the contingent consideration liabilities for the USWM milestones during the year ended December 31, 2022. The change in the fair value of contingent consideration for USWM milestones was primarily driven by the increase in estimated fair value of regulatory and developmental milestones due to passage of time and the accretion to the payout amount related to the milestone achieved in the first quarter of 2022. The Company recorded a $ 6.5 million gain due to the change in fair value of the contingent consideration liabilities for the USWM milestones during the year ended December 31, 2021. The change in fair value 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 assessed that these sales-based milestones will not be achieved based on the revised net sales projections. The probability of achieving these milestones were significantly lower compared to prior estimates. The Company updated its projected net sales of the Products based on recent historical sales trend experience. Adamas Contingent Consideration As discussed in Note 3, 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. The Company recorded a $ 1.6 million gain due to the change in fair value of the contingent consideration liabilities for the year ended December 31, 2022. The change in estimated fair value of contingent consideration for the sales-based Adamas milestones was primarily due to changes in market data and revenue projections. 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. Refer to Note 3, Acquisition , for further discussion of significant inputs and assumptions used in the valuation of the contingent consideration for the Adamas Acquisition. 117 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 7. Contingent Consideration (Continued) 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, 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 Regulatory and developmental contingent consideration liabilities $ 46,270 $ — $ 46,270 Sales-based contingent consideration liabilities — 8,697 8,697 Balance at December 31, 2022 $ 46,270 $ 8,697 $ 54,967 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, 2022 December 31, 2021 Reported under the following captions in the consolidated balance sheets: Contingent consideration, current portion $ 21,120 $ 44,840 Contingent consideration, long-term 33,847 35,637 Total $ 54,967 $ 80,477 118 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 8. Goodwill and Intangible Assets, Net Goodwill The following table sets forth the gross carrying amounts of goodwill as of December 31, 2022 (dollars in thousands): Balance as of December 31, 2021 $ 117,516 Measurement period adjustments related to the acquisition of Adamas (see Note 3) ( 497 ) Balance as of December 31, 2022 $ 117,019 Intangible Assets, Net The following table sets forth the gross carrying amounts and related accumulated amortization of intangibles assets and goodwill (dollars in thousands): December 31, 2022 December 31, 2021 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 7.78 681,500 ( 113,061 ) 568,439 681,100 ( 35,550 ) 645,550 Capitalized patent defense costs 4.25 43,820 ( 33,796 ) 10,024 43,820 ( 28,677 ) 15,143 Total intangible assets 7.72 $ 849,320 $ ( 146,857 ) $ 702,463 $ 848,920 $ ( 64,227 ) $ 784,693 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 allow third parties to enter the market by January 1, 2023. Amortization expense for intangible assets was approximately $ 82.6 million, $ 30.0 million, and $ 15.7 million for the years ended December 31, 2022, 2021, and 2020, 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 2023 $ 79,865 2024 79,865 2025 75,198 2026 74,974 2027 73,205 Thereafter 195,356 119 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 9. Convertible Senior Notes Due 2023 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 will mature on April 1, 2023, unless earlier converted or repurchased by the Company. The Company may not redeem the 2023 Notes at its option before maturity. The total principal amount of 2023 Notes is $ 402.5 million. We have reclassified the debt from long-term to current liabilities on our Consolidated Balance Sheets , as the debt matures in less than twelve months as of December 31, 2022. The 2023 Notes were issued pursuant to an Indenture between the Company and Wilmington Trust, National Association, as trustee. The Indenture includes customary terms and covenants, including certain events of default upon which the 2023 Notes may be due and payable immediately. The Indenture does not contain any financial or operating covenants, or any restrictions on the payment of dividends, the issuance of other indebtedness, or the issuance or repurchase of securities by the Company. Noteholders may convert their 2023 Notes at their option only in the following circumstances: (1) during any calendar quarter, if the last reported sale price per share of the Company's common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter, exceeds 130 % of the conversion price, or a price of approximately $ 77.13 per share on such trading day; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company's common stock, as specified in the Indenture; and (4) at any time from and including October 1, 2022, until the close of business on the second scheduled trading day immediately before the maturity date. At its election, the Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, based on the applicable conversion rate. The initial conversion rate is 16.8545 shares per $1,000 principal amount of the 2023 Notes, which represents an initial conversion price of approximately $ 59.33 per share and is subject to adjustment as specified in the Indenture. In the event of conversion, if converted in cash, the holders would forgo all future interest payments, any unpaid accrued interest, and the possibility of further stock price appreciation. If a “make-whole fundamental change,” as defined in the Indenture occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time. If a “fundamental change,” as defined in the Indenture occurs, then noteholders may require the Company to repurchase their 2023 Notes at a cash repurchase price equal to the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest, if any. 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. In the event that shares or cash are deliverable to holders of the 2023 Notes upon conversion at limits defined in the Indenture, counterparties to the convertible note hedges will be required to deliver up to approximately 6.8 million shares of the Company’s common stock, or to pay cash to the Company in a similar amount as the value that the Company delivers to the holders of the 2023 Notes, based on a conversion price of $ 59.33 per share. 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 Convertible Note Hedge Transactions are 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. 120 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 9. Convertible Senior Notes Due 2023 (Continued) 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 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, exceeds the strike price of the warrants. The liability component of the 2023 Notes consists of the following (dollars in thousands): December 31, 2022 December 31, 2021 2023 Notes $ 402,500 $ 402,500 Unamortized debt discount and deferred financing costs ( 532 ) ( 23,248 ) Total carrying value $ 401,968 $ 379,252 As discussed in Note 2, Summary of Significant Accounting Policies , the Company adopted ASU 2020-06 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. Refer to Note 2, Summary of Significant Accounting Policies , for further discussion of the accounting standard adoption. No 2023 Notes were converted as of December 31, 2022 or December 31, 2021. 10. 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. 121 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 10. Share-Based Payments (Continued) Share-based compensation expense is as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Research and development $ 2,922 $ 2,403 $ 2,431 Selling, general and administrative 14,646 15,507 14,130 Total $ 17,568 $ 17,910 $ 16,561 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, 2020 5,451,862 $ 23.26 6.28 $ 29,877 Granted 1,055,525 $ 28.93 Exercised ( 266,987 ) $ 18.47 Forfeited ( 466,324 ) $ 27.74 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 As of December 31, 2022 Vested and expected to vest 5,797,569 $ 26.99 6.11 $ 53,650 Exercisable 3,541,395 $ 25.08 4.68 $ 40,577 The weighted-average grant date fair value of options granted for the years ended December 31, 2022, 2021, and 2020 were $ 18.11 , $ 16.25 , and $ 13.44 per share, respectively. The aggregate intrinsic value of shares exercised for the years ended December 31, 2022, 2021, and 2020 were $ 16.3 million, $ 2.8 million, and $ 2.3 million, respectively. Proceeds from the options exercised for the years ended December 31, 2022, 2021, and 2020 were $ 10.4 million, $ 4.9 million, and $ 2.3 million, respectively. The total fair value of the underlying common stock related to shares that vested during the years ended December 31, 2022, 2021, and 2020 were approximately $ 13.9 million, $ 13.9 million, and $ 14.1 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, 2022 2021 2020 Fair value of common stock $ 28.93 - $ 35.23 $ 25.09 - $ 30.45 $ 21.13 - $ 23.99 Expected volatility 58.71 % - 60.15 % 60.62 % - 61.80 % 61.56 % - 62.27 % Dividend yield 0 % 0 % 0 % Expected term 5.58 years - 6.72 years 5.63 years - 6.56 years 5.72 years - 6.54 years Risk-free interest rate 1.87 % - 3.70 % 0.72 % - 1.30 % 0.27 % - 1.34 % 122 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 10. Share-Based Payments (Continued) As of December 31, 2022, the total unrecognized compensation expense was approximately $ 26.6 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.6 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 30, 2020 26,055 $ 23.99 Granted 21,110 $ 29.61 Vested ( 26,055 ) $ 23.99 $ 146.4 $ 625.1 Forfeited — $ — 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 As of December 31, 2022, the total unrecognized compensation expense was $ 2.9 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 3.1 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, 2020 — — 15,625 $ 23.41 15,625 $ 23.41 Granted 95,000 $ 29.74 20,000 $ 28.63 115,000 $ 29.55 Vested ( 40,000 ) $ 29.61 — $ — ( 40,000 ) $ 29.61 Forfeited ( 1,500 ) $ 30.45 — $ — ( 1,500 ) $ 30.45 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 The total fair value of PSUs that vested during the years ended December 31, 2022, 2021, and 2020 were $ 1.0 million, $ 1.2 million, and $ 0.7 million, respectively. The total intrinsic value of PSUs vested during the years ended December 31, 2022, 2021, and 2020 were $ 0.2 million, $ 0.0 million , and $ 0.1 million, respectively. 123 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 10. Share-Based Payments (Continued) 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, 2022, the total unrecognized compensation expense was $ 4.0 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 1.0 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, 2022. The expected term of the awards granted in 2021 was 0.9 years. 11. Earnings per Share 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 earnings per share, whereas the Company previously calculated diluted earnings per share under the treasury stock method. 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 year ended December 31, 2022 in connection with the adoption of ASU 2020-06 and the treasury stock method for the year ended December 31, 2021. Effect of Convertible Notes and Related Convertible Note Hedges and Warrants In connection with the issuance of the 2023 Notes, the Company entered into Convertible Note Hedge and Warrant Transactions as described further in Note 9, Convertible Senior Notes Due 2023 . 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. Diluted EPS related to the 2023 Notes in the current year is calculated using the if-converted method. The number of dilutive shares is based on the initial conversion rate associated with the 2023 Notes. 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 earnings per share, as their impact would be anti-dilutive. In addition to the above described effect of the 2023 Notes and the related Convertible Note Hedge and Warrant Transactions, the Company also excluded the common stock equivalents of the following outstanding stock-based awards in the calculation of diluted EPS, because their inclusion would be anti-dilutive: Years Ended December 31, 2022 2021 2020 Stock options, RSUs, PSUs 373,728 1,275,114 2,888,785 As mentioned in Note 2, Summary of Significant Accounting Policies , as a result of the adoption of ASU 2020-06 on January 1, 2022 the Company calculated diluted earnings per share using the if-converted method. The 6.8 million in dilutive shares associated with the conversion of the 2023 Notes are included in diluted weighted average shares of common stock outstanding for the purposes of calculating diluted earnings per share for the year ended December 31, 2022. 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. 124 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 11. Earnings per Share (Continued) The following table sets forth the computation of basic and diluted net earnings per share for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except share and per share amounts): Years Ended December 31, 2022 2021 2020 Numerator: Net earnings $ 60,711 $ 53,424 $ 126,950 After-tax interest expense for 2023 Notes 3,556 — — Numerator for dilutive earnings per share $ 64,267 $ 53,424 $ 126,950 Denominator: Weighted average shares outstanding, basic 53,665,143 53,099,330 52,615,269 Effect of dilutive securities: Stock options, RSUs and SARs 1,230,721 1,257,414 1,074,474 Convertible Notes 6,783,936 — — Weighted average shares outstanding, diluted 61,679,800 54,356,744 53,689,743 Earnings per share, basic $ 1.13 $ 1.01 $ 2.41 Earnings per share, diluted $ 1.04 $ 0.98 $ 2.36 12. Income Taxes The summary of the income tax expense for the years ended December 31, 2022, 2021, and 2020 is as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Current Federal $ 17,515 $ 16,606 $ 29,893 State 8,846 8,196 11,234 Deferred Federal ( 6,802 ) ( 1,651 ) 2,200 State ( 19,527 ) ( 3,400 ) ( 1,629 ) Total income tax expense $ 32 $ 19,751 $ 41,698 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, 2022 2021 2020 Income tax expense computed at U.S. federal statutory income tax rate $ 12,756 $ 15,367 $ 35,417 State income taxes ( 3,198 ) 3,088 7,281 Permanent items 399 1,465 2,654 Research and development credits 237 ( 1,016 ) ( 3,602 ) Uncertain income tax position ( 1,992 ) ( 314 ) 348 Change in valuation allowance ( 8,626 ) 250 — Other 456 911 ( 400 ) Income tax expense $ 32 $ 19,751 $ 41,698 125 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 12. Income Taxes (Continued) The significant components of the Company's deferred income tax assets (liabilities) are as follows (dollars in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 112,516 $ 126,333 Accrued product returns and rebates 23,300 19,506 Accrued compensation and stock based compensation 15,422 17,802 Capitalized research and development 13,926 — Operating lease liability 10,821 12,146 Investment 4,946 7,819 Charitable contributions 3,620 7,730 Research and development credit carryforwards 3,070 4,448 Convertible bond hedge 1,449 6,910 Interest limitation 45 7,860 Other 5,356 4,256 Total deferred tax assets 194,471 214,810 Less: valuation allowance ( 59,598 ) ( 70,529 ) Total deferred tax asset, net of valuation allowance 134,873 144,281 Deferred tax liabilities: Amortization of intangibles ( 162,654 ) ( 199,240 ) Debt discount on 2023 Notes ( 133 ) ( 5,671 ) Patent infringement legal costs ( 10,968 ) ( 10,689 ) Operating lease assets ( 7,338 ) ( 9,099 ) Other ( 3,589 ) ( 4,937 ) Total deferred tax liabilities ( 184,682 ) ( 229,636 ) Net deferred tax liabilities $ ( 49,809 ) $ ( 85,355 ) 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. 126 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 12. Income Taxes (Continued) A reconciliation of the deferred asset valuation allowance is as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Beginning balance $ 70,529 $ 582 $ 11 Acquisition Accounting (1) ( 2,305 ) 69,697 573 Additions 435 250 — Deductions ( 9,061 ) — ( 2 ) Ending balance 59,598 70,529 582 (1) Amount comprised principally of acquisitions and purchase accounting adjustments in connect with acquisitions The Company recorded a valuation allowance of $ 70.5 million as of December 31, 2021, of which $ 69.7 million is associated with the Adamas Acquisition. The Company recorded a valuation allowance release of $ 9.1 million as of December 31, 2022, of which $ 8.9 million is associated with the Adamas Acquisition. 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, 2022, the U.S. federal and state NOL carryforwards amounted to approximately $ 416.7 million and $ 488.4 million, respectively, which will expire in various years beginning in 2031. For the year ended December 31, 2022, the Company utilized federal NOLs of approximately $ 34.8 million and state NOLs of approximately $ 24.8 million. As of December 31, 2022, the Company had no remaining federal research and development credit carryforwards. As of December 31, 2021, the Company had available research and development credit carryforwards of $ 1.6 million, which became available in 2022. The Company is no longer subject to U.S. Federal income tax examinations for years prior to 2019. Operating loss or tax credit carryforwards generated prior to 2019 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. 127 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 12. Income Taxes (Continued) A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Balance as of January 1 $ 6,100 $ 5,881 $ 5,978 Gross increases related to current year tax positions 32 898 1,027 Gross decreases related to current year tax positions — — — Gross increases related to prior year tax positions — — 221 Gross decreases related to prior year tax positions ( 39 ) ( 363 ) — Lapse of statute of limitations ( 1,770 ) $ ( 316 ) ( 1,345 ) Balance as of December 31 $ 4,323 $ 6,100 $ 5,881 The Company recorded $ 1.7 million, $ 0.1 million, and $ 0.6 million of net tax benefit in 2022, 2021, and 2020, respectively, as a result of the expiration of statutes of limitation. The Company also recorded $ 30 thousand, $ 0.3 million, and $ 0.3 million for uncertain tax positions related to research and development credits in 2022, 2021, and 2020, respectively, and an additional benefit of $ 40 thousand related to a prior year position. 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. 13. 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. During a measurement period, changes in fair value due to measurement period adjustments are recorded against goodwill. The Company recorded in the first quarter of 2022 a measurement period adjustment associated with the valuation of the acquired Adamas lease which decreased the fair value estimate of the operating lease right of use asset by $ 1.6 million. Refer to Note 3, Acquisition . 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. 128 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 13. Leases (Continued) 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 2022 2021 Assets Operating lease assets Other assets $ 28,904 $ 35,365 Total lease assets 28,904 35,365 Liabilities Accounts payable and accrued liabilities Operating lease liabilities, current portion Accounts payable and accrued liabilities 6,791 6,477 Lease liabilities, long-term Operating lease liabilities, long-term Operating lease liabilities, long-term 35,998 41,298 Total lease liabilities $ 42,789 $ 47,775 The components of operating lease costs are as follows (dollars in thousands): December 31, 2022 2021 Operating lease cost: Fixed lease cost $ 8,239 $ 8,929 Variable lease cost 4,608 3,059 Total $ 12,847 $ 11,988 Supplemental cash flow information related to leases is as follows (dollars in thousands): December 31, 2022 2021 Cash paid for operating leases $ 12,883 $ 11,908 Lease assets and tenant receivables obtained for new operating leases 1,867 10,868 129 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Financial Statements (Continued) 13. Leases (Continued) Weighted average lease term, and weighted average discount rate for operating leases as of December 31, 2022, are as follows: Operating leases Weighted-average remaining lease term (years) 8.4 Weighted-average discount rate 3.8 % Future minimum lease payments under noncancellable operating leases as of December 31, 2022, are as follows (dollars in thousands): Operating Leases Year ending December 31: 2023 $ 8,257 2024 7,645 2025 5,672 2026 4,527 2027 4,585 Thereafter 20,071 Total future minimum lease payments 50,757 Less: Imputed interest (1) ( 7,968 ) Present value of lease liabilities $ 42,789 (1) Calculated using the interest rate for each lease. 14. 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, 2022, and December 31, 2021, the Company has reduced gross accounts receivable by approximately $ 13.0 million and $ 13.5 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, 2022 December 31, 2021 Raw materials $ 24,820 $ 7,325 Work in process 31,710 45,711 Finished goods 35,011 32,923 Total $ 91,541 $ 85,959 Inventories as of December 31, 2022 include acquired inventory from the Adamas Acquisition. Refer to Note 3, Acquisition , for further discussion of the acquisition. 130 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 14. Composition of Other Balance Sheet Items (Continued) Property and Equipment, net Property and equipment consists of the following (dollars in thousands): December 31, 2022 December 31, 2021 Lab equipment and furniture $ 12,127 $ 12,287 Leasehold improvements 14,023 14,369 Software 883 4,776 Computer equipment 983 1,944 Construction-in-progress 206 33 28,222 33,409 Less accumulated depreciation and amortization ( 13,049 ) ( 16,454 ) Total $ 15,173 $ 16,955 Depreciation and amortization expense on property and equipment was approximately $ 3.0 million, $ 2.6 million, and $ 4.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company retired certain fully depreciated property and equipment in the year ended December 31, 2022. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following (dollars in thousands): December 31, 2022 December 31, 2021 Accounts payable $ 10,543 $ 9,331 Accrued compensation 16,963 28,068 Accrued professional & marketing fees 16,783 26,728 Accrued product costs 15,216 18,460 Accrued royalties (1) 12,022 13,821 Accrued clinical trial costs (2) 7,490 9,125 Operating lease liabilities, current portion (3) 6,791 6,477 Other accrued expenses 10,534 5,673 Total $ 96,342 $ 117,683 (1) Refer to Note 16, Commitments and Contingencies . (2) Includes preclinical and all clinical trial-related costs. (3) Refer to Note 13, Leases . Accrued Product Returns and Rebates Accrued product returns and rebates consist of the following (dollars in thousands): December 31, 2022 December 31, 2021 Accrued product rebates $ 106,657 $ 97,597 Accrued product returns 45,008 35,127 Total $ 151,665 $ 132,724 131 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 15. Interest Expense Interest expense consists of the following (dollars in thousands): Years Ended December 31, 2022 2021 2020 Interest expense $ 4,654 $ 19,696 $ 19,435 Interest expense on nonrecourse liability related to sale of future royalties 2,416 3,727 4,319 Total $ 7,070 $ 23,423 $ 23,754 Interest expense includes noncash interest expense related to amortization of deferred financing costs and amortization of the debt discount on the 2023 Notes, in the amount of $ 2.1 million, $ 17.5 million, and $ 16.6 million for the years ended December 31, 2022, 2021 and 2020, respectively (see Note 2, Summary of Significant Accounting Policies - Accounting Pronouncements Adopted in 2022 and Note 9, Convertible Senior Notes Due 2023 ). 16. 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 will revert to the Company if and when a certain cumulative payment threshold is reached (see Note 2, Summary of Significant Accounting Policies - Royalty Revenues and Note 4, Disaggregated Revenues ). Nonrecourse liability related to sale of future royalties as reported on the consolidated balance sheets are as follows (dollars in thousands): December 31, Balance Sheet Classification 2022 2021 Liabilities Nonrecourse liability related to sale of future royalties, current portion Other current liabilities $ 5,989 $ 7,244 Nonrecourse liability related to sale of future royalties, long-term Other liabilities $ — $ 5,977 Total $ 5,989 $ 13,221 132 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 16. Commitments and Contingencies (Continued) 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 13, 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. 133 Table of Contents Supernus Pharmaceuticals, Inc. Notes to Consolidated Financial Statements (Continued) 16. Commitments and Contingencies (Continued) 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. The district court has set a hearing on the renewed motion to dismiss for March 17, 2023. No decision has been reached as of the date of this filing. The Company intends to defend itself vigorously. However, the Company can offer no assurances that it will be successful in a litigation. 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. The deadline for Plaintiffs’ oppositions is March 13, 2023. The Company intends to defend itself vigorously. However, the Company can offer no assurances that it will be successful in a litigation. Zydus Settlement and Licensing Agreement The Company has a settlement and licensing agreement dated as of December 31, 2022 with Zydus Pharmaceuticals (USA), Inc. (Zydus) to settle ongoing patent litigation regarding Zydus' ANDA filings seeking approval to market a generic version of the Company's 200mg strength Trokendi XR (extended-release topiramate) capsules. The Company previously executed a settlement and licensing agreement in March 2017 with Zydus related to the sale of a generic version of Trokendi XR for the 25mg, 50mg, and 100mg strengths on or after January 1, 2023. 17. Subsequent Events Secured Uncommitted Credit Line During the first quarter of 2023, the Company entered into an uncommitted demand secured credit line with a financial institution for up to $ 150.0 million (the "Credit Line"). Although as of March 1, 2023 the Company has not drawn from the Credit Line, it expects to do so in the future, including to fund, in part, the repayment of the 2023 Notes. The Credit Line is secured primarily by our portfolio of marketable securities, which is primarily comprised of corporate and U.S. government agency and municipal debt securities, and it contains collateral maintenance requirements. Pursuant to the terms of the Credit Line, the lender may terminate the Credit Line and/or demand full or partial payment of amounts borrowed thereunder at any time. 134 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.