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ACQUISITIONS (Tables) | 9 Months Ended
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Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Consideration Transferred | 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 preliminary fair value of the assets acquired and liabilities assumed at the Effective Date (in thousands). Goodwill is primarily attributable to expected synergies between the Company and Spectrum and is not expected to be deductible for tax purposes. The Company continues to assess the fair value of the assets acquired and liabilities assumed at the Effective Date, including any which may be impacted by Spectrum’s pending legal proceedings. Accordingly, the provisional fair value estimates of net assets acquired could potentially change, and the Company expects to finalize these values as soon as practical and no later than one year from the Effective Date.
Consideration transferred |  |  |  | $ | 252,873 |
Assets: |  |  |  |
Cash and cash equivalents |  | $ | 34,600 |  |  |
Marketable securities |  | 2,194 |  |  |
Accounts receivable |  | 50,975 |  |  |
Inventories |  | 22,244 |  |  |
Prepaid and other current assets |  | 1,287 |  |  |
Property and equipment |  | 100 |  |  |
Intangible assets |  | 234,000 |  |  |
Other long-term assets |  | 1,396 |  |  |
Total |  | $ | 346,796 |  |  |
Liabilities: |  |  |  |
Accounts payable |  | $ | 10,108 |  |  |
Accrued rebates, returns and discounts |  | 21,025 |  |  |
Accrued liabilities |  | 36,509 |  |  |
Other current liabilities |  | 784 |  |  |
Deferred taxes |  | 34,250 |  |  |
Other long-term liabilities |  | 11,103 |  |  |
Total |  | $ | 113,779 |  |  |
Total Spectrum net assets acquired (1) |  |  |  | $ | 233,017 |
Goodwill |  |  |  | $ | 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.
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 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 September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Net sales | $ | 35,629 |  | $ | 34,212 |  |  | $ | 159,528 |  | $ | 42,466 |
Net loss | (285,658) |  | (22,073) |  |  | (326,769) |  | (98,616) |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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