ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

The following table reflects the components of the consideration transferred in the Spectrum Merger (in thousands, except exchange ratio and per share data):







Assertio shares issued	38,013
Assertio closing price per share as of the Effective Date	$	5.69
Fair value of Assertio shares issued	$	216,294
Repayment of Spectrum's long-term debt(1)	32,647
CVRs (2)	3,932
Total fair value of consideration transferred	$	252,873

(1)Represents settlement of Spectrum’s existing long-term debt in connection with the close of the transaction. The Company concluded it did not assume the debt, therefore the amount paid to settle the debt has been accounted for and disclosed as part of the consideration transferred.

(2)Represents the fair value of 223,397 CVRs at $0.0176 per CVR issued to holders of Spectrum common stock, employee stock awards and warrants as of the Effective Date.

Schedule of Assets Acquired and Liabilities Assumed

The following table reflects the estimated preliminary fair values of the assets acquired and liabilities assumed at the Effective Date (in thousands) and is subject to final fair value determination. The fair values were based on management’s estimates and assumptions; however, the amounts shown are preliminary in nature and are subject to adjustment, including income tax related amounts, as additional information is obtained about facts and circumstances that existed as of the Effective Date. The final determination of the fair values of accrued liabilities and income tax assets and liabilities will be completed as soon as practicable, and within the measurement period of up to one year from the Effective date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.




	Initial Preliminary Purchase Price Allocation to Fair Value		Adjustments to Purchase Price Allocation to Fair Value (2)		Adjusted Preliminary Purchase Price Allocation to Fair Value
Assets:
Cash and cash equivalents	$	34,600	$	—	$	34,600
Marketable securities	2,194		—		2,194
Accounts receivable	50,975		—		50,975
Inventories	22,244		61		22,305
Prepaid and other current assets	1,287		698		1,985
Property and equipment	100		—		100
Intangible assets	234,000		(13,500)		220,500
Other long-term assets	1,396		—		1,396
Total	$	346,796	$	(12,741)	$	334,055

Liabilities:
Accounts payable	$	10,108	$	—	$	10,108
Accrued rebates, returns and discounts	21,025		—		21,025
Accrued liabilities	36,509		(2,343)		34,166
Other current liabilities	784		—		784
Deferred taxes	34,250		(30,254)		3,996
Other long-term liabilities	11,103		—		11,103
Total	$	113,779	$	(32,597)	$	81,182

Total Spectrum net assets acquired (1)	$	233,017	$	19,856	$	252,873
Goodwill	$	19,856	$	(19,856)	$	—

(1)Application of the acquisition method required the Company to adjust Spectrum assets and liabilities as of the Effective Date, including certain liabilities for variable consideration associated with ROLVEDON, to reflect conformity of Spectrum’s accounting policies to those of Assertio. Liabilities assumed include certain bonuses owed to former Spectrum executives under the terms of existing employment agreements triggered by the consummation of the Spectrum Merger.

(2)Adjustments made to the preliminary purchase price allocation to fair value primarily reflect completion of studies and other analysis necessary to determine the income tax effects of the net identifiable assets acquired and further refinement of the assumptions used in the valuation supporting the ROLVEDON product rights. These adjustments did not materially impact the Consolidated Statement of Comprehensive (Loss) Income in any period.

Schedule of Pro Forma Financial Information

The following unaudited pro forma information represents the Company’s results of operations as if the Spectrum Merger had been completed as of January 1, 2022 (in thousands) and includes nonrecurring adjustments for additional costs of sales from the fair value step-up of inventories and transaction costs. The disclosure of pro forma net sales and net (loss) income does not purport to indicate the results that would actually have been obtained had the Spectrum Merger been completed on the assumed date for the periods presented, or which may be realized in the future. The unaudited pro forma information does not reflect any operating efficiencies or cost savings that may be realized from the integration of the acquisition.


	Year ended December 31,
	2023		2022
Net sales	$	192,513	$	167,638
Net (loss) income	$	(380,272)	$	15,286

Schedule of Asset Acquisition

The following table summarizes the aggregate amount paid for the assets acquired by the Company in connection with the acquisition of Sympazan (in thousands):


Cash paid to Aquestive at closing	$	9,000
Milestone payment	6,000
Transaction costs	850
Total purchase price of assets acquired	$	15,850

The following table summarizes the fair value of assets acquired in the acquisition of Sympazan (in thousands):


Inventories	$	1,300
Intangible assets (Sympazan product rights)	14,550
Total assets acquired	$	15,850