ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 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 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)