ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

The following table reflects the components of the consideration transferred in the Spectrum Merger (in thousands, except 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 included as part of the consideration transferred.

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

Schedule of Assets Acquired and Liabilities Assumed

The following table reflects the fair values of the assets acquired and liabilities assumed at the Effective Date (in thousands). The fair values were based on management’s estimates and assumptions. Management’s determination of the fair values of the assets acquired and liabilities assumed was completed as of March 31, 2024.


	Initial Preliminary Purchase Price Allocation to Fair Value		Adjustments to Purchase Price Allocation to Fair Value (2)		Final 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 analyses 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 Condensed Consolidated Statement of Comprehensive Loss.

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, 2023, (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 total revenues and net loss 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.


	Three Months Ended		Nine Months Ended
	September 30, 2023		September 30, 2023
Total revenues	$	36,718	$	159,528
Net loss	(314,282)		(323,288)