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Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes

Income Taxes

19. Income Taxes

​

The provision for (benefit from) income taxes contained the following components:

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​	​	2024		​	2023		​	2022
Current provision:	​	​		​	​		​	​
Federal	​	$	45,343	​	$	21,504	​	$	166
State	​	​	10,849	​	​	8,227	​	​	4,540
​	​	​	56,192	​	​	29,731	​	​	4,706
Deferred benefit:	​	​	​	​	​	​	​	​	​
Federal	​	$	(23,977)	​	$	(1,401)	​	$	(4,631)
State	​	​	(2,837)	​	​	(752)	​	​	(3,920)
​	​	​	(26,814)	​	​	(2,153)	​	​	(8,551)
Provision for (benefit from) income taxes	​	$	29,378	​	$	27,578	​	$	(3,845)

​

A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows:

​

​	​	​	​	​	​	​	​
​		Years Ended December 31,					​
​		2024		2023		2022
Federal income tax expense at statutory rate		21.0	%	21.0	%	21.0	%
Change resulting from:	​	​	​	​	​	​	​
State income tax, net of federal benefit	​	5.5	​	4.9	​	5.0	​
Permanent difference - debt extinguishment	​	1.7	​	7.1	​	—	​
Permanent differences - all other	​	1.1	​	1.3	​	(1.9)	​
Stock compensation	​	0.8	​	1.0	​	(5.1)	​
Research and development credit		—	​	—	​	0.7	​
Transaction costs		—	​	—	​	(4.4)	​
Change in tax rates and other		(0.7)	​	0.4	​	(2.0)	​
Change in valuation allowance		0.4	​	0.7	​	—	​
Effective income tax rate		29.8	%	36.4	%	13.3	%

​

During the years ended December 31, 2024 and 2023, the effective tax rate was impacted by permanent differences, including the extinguishment of the Company’s 2026 convertible notes, for which certain extinguishment costs were not deductible for tax purposes. Stock compensation, including the impact of excess benefits and 162(m) limitations, impacted the effective tax rate at varying percentages each year due to changes in the non-deductible amount and profit before tax. During the year ended December 31, 2022, non-deductible transaction costs resulting from the BDSI Acquisition impacted the effective tax rate.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following:

​

​	​	​	​	​	​	​
​	​	Years Ended December 31,
​	​	2024			2023
Deferred tax assets:		​			​
Net operating loss carryforwards	​	$	26,586	​	$	33,800
Research and development credits	​		1,238	​		1,769
Operating lease liabilities	​	​	1,604	​	​	1,803
Returns and discounts	​	​	45,774	​	​	18,528
Stock-based compensation	​	​	7,621	​	​	7,570
Accruals and other	​	​	8,791	​	​	6,257
163(j) Carryforward	​	​	—	​	​	—
Capitalized R&D	​	​	468	​	​	707
Intangible assets	​	​	37,928	​	​	32,771
Deferred royalty obligation	​	​	28,712	​	​	—
Gross deferred tax assets:	​		158,722	​		103,205
Valuation allowance	​		(6,498)	​		(5,781)
Total deferred tax assets:	​		152,224	​		97,424
Deferred tax liabilities:	​	​	​	​	​	​
Debt discount	​	​	(45)	​	​	(344)
Operating lease assets	​	​	(1,372)	​	​	(1,529)
Intangible assets	​	​	(49,964)	​	​	(65,774)
Property and equipment	​	​	(2,810)	​	​	(3,518)
Total deferred tax liabilities:	​	​	(54,191)	​	​	(71,165)
Net deferred tax assets	​	$	98,033	​	$	26,259

​

The Company provides a valuation allowance when it is more-likely-than-not that deferred tax assets will not be realized. In determining the extent to which a valuation allowance for deferred tax assets is required, the Company evaluates all available evidence including projections of future taxable income, carryback opportunities, reversal of certain deferred tax liabilities, and other tax planning strategies. The Company maintains a partial valuation against its federal, state, and international operating losses and federal R&D credits as of December 31, 2024. The valuation allowance was $6,498 and $5,781 as of December 31, 2024 and 2023, respectively, and reflects limitations based on the Company’s ability to use such assets prior to expiration. The change in the valuation allowance increased the tax provision by $431 and $527 for the years ended December 31, 2024 and 2023. The change in valuation allowance did not impact the tax provision for the year ended December 31, 2022. The change in the valuation allowance for the year ended December 31, 2024 was $717, including $287 recorded through purchase accounting.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely but will generally limit the net operating loss (“NOL”) deduction to the lesser of the NOL carryover or 80% of a corporation’s taxable income (subject to Internal Revenue Code Sections 382 and 383). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s NOL carryover or 100% of a corporation’s taxable income (subject to Internal Revenue Code Section 382 and 383) and be available for twenty years from the period the loss was generated.

As of December 31, 2024, the Company had gross U.S. federal net operating loss carryforwards of $102,148, of which $60,160 arose prior to 2018, which are available to offset future taxable income, if any, through 2037. The remaining $41,988 are available for an indefinite period. As of December 31, 2023, the Company had gross U.S. federal net operating loss carryforwards of $137,459.

As of December 31, 2024 and 2023, the Company also had gross U.S. state net operating loss carryforwards of $198,986 and $202,381, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2037.

As of December 31, 2024 and 2023, the Company had federal research and development tax credit carryforwards of approximately $1,025. As of December 31, 2024, the Company did not have any state research and development tax credit carryforwards. As of December 31, 2023, the Company had state research and development tax credit carryforwards of approximately $672.

The Company has completed studies to assess the impact of ownership changes, if any, on the Company’s ability to use its NOL and tax credit carryovers as defined under Section 382 of the Internal Revenue Code (“IRC 382”). The Company concluded that there were ownership changes that occurred during the years 2006, 2012 and 2015 that would be subject to IRC 382 limitations. The Company acquired $234,675 of net operating loss carryforward from the BDSI Acquisition. The Company concluded that there were ownership changes for BDSI that occurred during the years 2006 and 2022 that would be subject to IRC 382 limitations. These IRC 382 annual limitations may limit the Company’s ability to use pre-ownership change federal NOL carryovers and pre-ownership change federal tax credit carryovers. As of December 31, 2024, remaining net operating losses of $90,062 are subject to limitation. The Company also acquired $1,092 of Canadian operating losses as part of the Ironshore Acquisition on which the Company has recorded a full valuation allowance.

The Company files income tax returns in the United States and in several states. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2020 through December 31, 2024. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period.

The Company has not recognized deferred tax assets for certain federal and state research and development credits related to uncertain tax positions, and that is included in the tabular rollforward of uncertain tax positions. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (“UTB”) is as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​	​	2024			2023		​	2022
Gross UTB Balance as of January 1		$	11,306		$	11,400	​	$	654
Additions based on tax positions related to the current year	​	​	—	​	​	—	​	​	—
Additions for tax positions related to acquisitions	​		—	​		—	​		10,930
(Reductions) additions for tax positions of prior years	​	​	—	​	​	(94)	​	​	(184)
Gross UTB Balance as of December 31	​	$	11,306	​	$	11,306	​	$	11,400
​	​		​	​		​	​		​
Net UTB impacting the effective tax rate as of December 31 excluding valuation allowance impacts, if any	​	$	11,275	​	$	11,275	​	$	11,368

​

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The entire disclosure for income tax.

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