Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 05, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39294 | ||
Entity Registrant Name | ASSERTIO HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-0598378 | ||
Entity Address, Address Line One | 100 South Saunders Road | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Lake Forest | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60045 | ||
City Area Code | 224 | ||
Local Phone Number | 419‑7106 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | ASRT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 296.2 | ||
Entity Common Stock, Shares Outstanding | 94,995,823 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders, which Proxy Statement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the registrant’s 2023 fiscal year. | ||
Entity Central Index Key | 0001808665 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 73,441 | $ 64,941 |
Accounts receivable, net | 47,663 | 45,357 |
Inventories, net | 37,686 | 13,696 |
Prepaid and other current assets | 12,272 | 8,268 |
Total current assets | 171,062 | 132,262 |
Property and equipment, net | 770 | 744 |
Intangible assets, net | 111,332 | 197,996 |
Deferred tax asset | 0 | 80,202 |
Other long-term assets | 3,255 | 2,709 |
Total assets | 286,419 | 413,913 |
Current liabilities: | ||
Accounts payable | 13,439 | 5,991 |
Accrued rebates, returns and discounts | 58,137 | 49,426 |
Accrued liabilities | 18,213 | 12,181 |
Long-term debt, current portion | 0 | 470 |
Contingent consideration, current portion | 2,700 | 26,300 |
Other current liabilities | 954 | 948 |
Total current liabilities | 93,443 | 95,316 |
Long-term debt | 38,514 | 66,403 |
Contingent consideration | 0 | 22,200 |
Other long-term liabilities | 16,459 | 4,269 |
Total liabilities | 148,416 | 188,188 |
Commitments and contingencies (Note 15) | ||
Shareholders’ equity: | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 94,668,523 and 48,319,838 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 9 | 5 |
Additional paid-in capital | 789,537 | 545,321 |
Accumulated deficit | (651,543) | (319,601) |
Total shareholders’ equity | 138,003 | 225,725 |
Total liabilities and shareholders' equity | $ 286,419 | $ 413,913 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares outstanding (in shares) | 94,668,523 | 48,319,838 |
Common stock, shares issued (in shares) | 94,668,523 | 48,319,838 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
Total revenues | $ 152,069 | $ 156,234 |
Costs and expenses: | ||
Cost of sales | 27,020 | 18,748 |
Research and development expenses | 2,843 | 0 |
Selling, general and administrative expenses | 78,638 | 46,786 |
Change in fair value of contingent consideration | (25,538) | 18,687 |
Amortization of intangible assets | 27,527 | 32,608 |
Loss on impairment of intangible assets | 279,639 | 0 |
Restructuring charges | 5,476 | 0 |
Total costs and expenses | 395,605 | 116,829 |
(Loss) income from operations | (243,536) | 39,405 |
Other (expense) income: | ||
Debt related expenses | (9,918) | 0 |
Interest expense | (3,380) | (7,961) |
Other gain (loss) | 2,780 | (278) |
Total other expense | (10,518) | (8,239) |
Net (loss) income before income taxes | (254,054) | 31,166 |
Income tax (expense) benefit | (77,888) | 78,459 |
Net (loss) income | (331,942) | 109,625 |
Comprehensive (loss) income | $ (331,942) | $ 109,625 |
Basic net (loss) income per share (in dollars per share) | $ (4.67) | $ 2.33 |
Diluted net (loss) income per share (in dollars per share) | $ (4.67) | $ 2.03 |
Shares used in computing basic net (loss) income per share (in shares) | 71,031 | 47,004 |
Shares used in computing diluted net (loss) income per share (in shares) | 71,031 | 54,669 |
Product sales, net | ||
Revenues: | ||
Total revenues | $ 149,451 | $ 155,121 |
Royalties and milestones | ||
Revenues: | ||
Total revenues | 2,433 | 2,403 |
Other revenue | ||
Revenues: | ||
Total revenues | $ 185 | $ (1,290) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Common Stock Restricted stock units | Additional Paid-In Capital | Accumulated Deficit |
Balances (in shares) at Dec. 31, 2021 | 44,640,000 | ||||
Balances at Dec. 31, 2021 | $ 102,414 | $ 4 | $ 531,636 | $ (429,226) | |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock upon exercise of options (in shares) | 22,631 | 23,000 | |||
Issuance of common stock upon exercise of options | $ 34 | 34 | |||
Issuance of common stock in connection with at-the-market program (in shares) | 2,464,000 | ||||
Issuance of common stock in connection with at-the-market program | 7,020 | $ 1 | 7,019 | ||
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares) | 805,000 | ||||
Common stock issuance and other impacts of the vesting and settlement of equity awards | (872) | (872) | |||
Issuance of common stock upon exercise of warrant (in shares) | 388,000 | ||||
Stock-based compensation | 7,504 | 7,504 | |||
Net income (loss) | 109,625 | 109,625 | |||
Comprehensive income (loss) | $ 109,625 | 109,625 | |||
Balances (in shares) at Dec. 31, 2022 | 48,319,838 | 48,320,000 | |||
Balances at Dec. 31, 2022 | $ 225,725 | $ 5 | 545,321 | (319,601) | |
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock upon exercise of options (in shares) | 133,206 | 133,000 | |||
Issuance of common stock upon exercise of options | $ 210 | 210 | |||
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares) | 1,218,000 | ||||
Common stock issuance and other impacts of the vesting and settlement of equity awards | (8,108) | (8,108) | |||
Induced exchange of convertible notes - (see Note 17) (in shares) | 6,990,000 | ||||
Induced exchange of convertible notes - (see Note 18) | 26,699 | 26,699 | |||
Issuance of common stock in connection with the Spectrum Merger, net of fractional shares settlement (in shares) | 38,008,000 | ||||
Issuance of common stock in connection with the Spectrum Merger, net of fractional shares settlement | 216,261 | $ 4 | 216,257 | ||
Stock-based compensation | 9,158 | 9,158 | |||
Net income (loss) | (331,942) | (331,942) | |||
Comprehensive income (loss) | $ (331,942) | (331,942) | |||
Balances (in shares) at Dec. 31, 2023 | 94,668,523 | 94,669,000 | |||
Balances at Dec. 31, 2023 | $ 138,003 | $ 9 | $ 789,537 | $ (651,543) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities | ||
Net (loss) income | $ (331,942) | $ 109,625 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Depreciation and amortization | 28,229 | 33,396 |
Amortization of debt issuance costs and Royalty Rights | 455 | 304 |
Loss on impairment of intangible assets | 279,639 | 0 |
Gain on extinguishment of debt | 0 | (1,046) |
Recurring fair value measurements of assets and liabilities | (25,482) | 18,939 |
Debt-related expenses | 9,918 | 0 |
Stock-based compensation | 9,158 | 7,504 |
Provisions for inventory and other assets | 3,288 | 3,265 |
Deferred income taxes | 76,201 | (80,375) |
Changes in assets and liabilities, net of acquisition: | ||
Accounts receivable | 48,669 | (996) |
Inventories | (4,973) | (6,593) |
Prepaid and other assets | (1,169) | 8,019 |
Accounts payable and other accrued liabilities | (29,348) | (10,113) |
Accrued rebates, returns and discounts | (12,313) | (3,236) |
Interest payable | (726) | (95) |
Net cash provided by operating activities | 49,604 | 78,598 |
Investing Activities | ||
Purchases of property and equipment | (628) | (274) |
Net cash acquired in Spectrum Merger | 1,950 | 0 |
Proceeds from the sale of investments | 2,194 | 0 |
Net cash provided by (used in) investing activities | 3,097 | (42,673) |
Financing Activities | ||
Proceeds from issuance of 2027 Convertible Notes | 0 | 70,000 |
Payments in connection with 2027 Convertible Notes | (10,500) | 0 |
Payment of direct transaction costs related to convertible debt inducement | (1,119) | 0 |
Payment in connection with 2024 Senior Notes | 0 | (70,750) |
Payment of debt issuance costs | 0 | (4,084) |
Payment of contingent consideration | (24,194) | (7,845) |
Payment of Royalty Rights | (459) | (1,297) |
Proceeds from issuance of common stock | 0 | 7,020 |
Payments related to the vesting and settlement of equity awards, net | (7,898) | (838) |
Other financing activities | (31) | 0 |
Net cash used in financing activities | (44,201) | (7,794) |
Net increase in cash and cash equivalents | 8,500 | 28,131 |
Cash and cash equivalents at beginning of year | 64,941 | 36,810 |
Cash and cash equivalents at end of year | 73,441 | 64,941 |
Supplemental Disclosure of Cash Flow Information | ||
Net cash paid (refunded) for income taxes | 4,031 | (6,913) |
Cash paid for interest | 3,651 | 7,752 |
Otrexup | ||
Investing Activities | ||
Purchase of Otrexup and Sympazan | 0 | (27,027) |
Sympazan | ||
Investing Activities | ||
Purchase of Otrexup and Sympazan | $ (419) | $ (15,372) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Assertio Holdings, Inc., or the Company, is a commercial pharmaceutical company offering differentiated products to patients. The Company has built its commercial portfolio through acquisition or licensing of approved products. The Company’s comprehensive commercial capabilities include marketing through both a sales force and a non-personal promotion model, market access through payor contracting, and trade and distribution. The Company’s primary marketed products include ROLVEDON TM (elflapegrastim-xnst) injection for subcutaneous use, INDOCIN ® (indomethacin) Suppositories, INDOCIN ® (indomethacin) Oral Suspension, Sympazan ® (clobazam) oral film, Otrex up ® (methotrexate) injection for subcutaneous use, SPRIX ® (ketorolac tromethamine) Nasal Spray, CAMBIA ® (diclofenac potassium for oral solution), and Zipsor ® (diclofenac potassium) Liquid filled capsules. To date, substantially all of the Company’s revenues are related to product sales in the U.S. Unless otherwise noted or required by context, use of “Assertio,” “Company,” “we,” “our” and “us” refer to Assertio Holdings and/or its applicable subsidiary or subsidiaries. On July 31, 2023 (the “Effective Date”), the Company completed the acquisition of Spectrum Pharmaceuticals, Inc. (“Spectrum”), a commercial stage biopharmaceutical company focused on novel and targeted oncology products (the “Spectrum Merger”). Refer to Note 2 , Acquisitions, for additional information. Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) and U.S. Securities and Exchange Commission (“SEC”) regulations for annual reporting. Certain amounts in prior periods have been reclassified to conform with current period presentation. In connection with the preparation of the financial statements for the year ended December 31, 2023, the Company evaluated whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to the entity's ability to continue as a going concern within twelve months after the date of the issuance of these financial statements, noting that there did not appear to be evidence of substantial doubt of the entity's ability to continue as a going concern. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used when accounting for amounts recorded in connection with acquisitions, including initial fair value determinations of assets and liabilities as well as subsequent fair value measurements. Additionally, estimates are used in determining items such as product returns, rebates, the evaluation of impairment of intangible assets, the fair value of contingent consideration obligations, and income taxes. Although management believes these estimates are based upon reasonable assumptions within the bounds of its knowledge of the Company, actual results could differ materially from these estimates. Segment Information The Company manages its business within one reportable segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. To date, substantially all of the Company’s revenues from product sales are related to sales in the U.S. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of purchase of three months or less to be cash equivalents. Cash and cash equivalents generally consist of cash on deposits with banks, money market instruments, U.S. Agency discount notes, commercial paper and corporate debt securities. The Company invests its cash in money market funds and marketable securities including U.S. Treasury and government agency securities, commercial paper, and higher quality debt securities of financial and commercial institutions. There may be times when the Company's cash and cash equivalents on deposit exceed the Federal Deposit Insurance Corporation insurance limits, which potentially exposes the Company to a concentration of credit risk. The Company maintains its cash and cash equivalents principally with accredited financial institutions of high-credit standing. Accounts Receivable Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment. To date, the Company has not recorded an allowance for estimated expected credit losses since the majority of its product revenue comes from sales to a limited number of financially sound companies who have historically paid their balances timely. The need for an allowance for estimated expected credit losses is evaluated each reporting period based on the Company’s assessment of the creditworthiness of its customers or any other potential circumstances that could result in an allowance for estimated expected credit losses. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by specific manufactured lot. Inventories consist of costs of the active pharmaceutical ingredient, contract manufacturing and packaging costs. Additionally, the Company writes off the value of inventory for potentially excess, dated or obsolete inventories based on an analysis of inventory on hand and projected demand. Cost of sales includes the cost of inventory sold or reserved, which includes manufacturing and supply chain costs, product shipping and handling costs, and product royalties. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, as follows: Furniture and office equipment 3 - 5 years Machinery and equipment 5 - 7 years Laboratory equipment 3 - 5 years Leasehold improvements Shorter of estimated useful life or lease term Intangible Assets Intangible assets consist mostly of product rights that are accounted for as definite-lived intangible assets subject to amortization. The Company determines the fair value of acquired intangible assets as of the acquisition date. Discounted cash flow models are typically used in these valuations, which require the use of significant estimates and assumptions, including but not limited to, developing appropriate discount rates and estimating future cash flows from product sales and related expenses. The fair value recorded is amortized on a straight-line basis over the estimated useful life of the asset. The Company estimates the useful life of the assets by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic and generic competition for the same or similar indication, and other related factors. Impairment of Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Pursuant to Accounting Standards Codification (“ASC”) 360, Impairment Testing: Long Lived Assets Classified as Held and Used (“ASC 360”) , the Company groups its long-lived assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. The Company estimates the future net undiscounted cash flows expected to be generated from the use of the long-lived asset group and its eventual disposition. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment loss is calculated as the excess of the carrying amount over the fair value. Acquisitions The Company accounts for acquired businesses using the acquisition method of accounting under ASC 805, Business Combinations (“ASC 805”), which requires that assets acquired and liabilities assumed be recorded at date of acquisition at their respective fair values. The fair value of the consideration paid, including contingent consideration, is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Significant judgments are used in determining the estimated fair values assigned to the assets acquired and liabilities assumed and in determining estimates of useful lives of long-lived assets. Fair value determinations and useful life estimates are based on, among other factors, estimates of expected future net cash flows, estimates of appropriate discount rates used to calculate the present value of expected future net cash flows, the assessment of each asset’s life cycle, and impact of competitive trends on each asset’s life cycle, and other factors. These judgments can materially impact the estimates used to allocate acquisition date fair values to assets acquired and liabilities assumed and the resulting timing and amounts charged to, or recognized in current and future operating results. For these and other reasons, actual results may vary significantly from estimated results. Any changes in the fair value of contingent consideration resulting from a change in the underlying inputs is recognized in operating expenses until the contingent consideration arrangement is settled. Changes in the fair value of contingent consideration resulting from the passage of time are recorded within interest expense until the contingent consideration is settled. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the cost to acquire the group of assets, including transaction costs, is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. In addition, amounts allocated to acquired in-process research and development with no alternative future use is charged to expense at the acquisition date. Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when its customer obtains control of the promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation, when (or as) the performance obligation is satisfied. The Company assesses the term of the contract based upon the contractual period in which the Company has enforceable rights and obligations. Variable consideration arising from sales or usage-based royalties, promised in exchange for a license of the Company’s intellectual property, is recognized at the later of (i) when the subsequent product sales occur or (ii) the performance obligation, to which some or all of the sales-based royalty has been allocated, has been satisfied. The Company recognizes a contract asset relating to its conditional right to consideration for completed performance obligations. Accounts receivable are recorded when the right to consideration becomes unconditional. A contract liability is recorded in Other Current Liabilities on the Consolidated Balance Sheets for payments received in advance of the related performance obligation being satisfied under the contract. Product Sales The Company sells commercial products to wholesale distributors and specialty pharmacies. Product sales revenue is recognized when title has transferred to the customer and the customer has assumed the risks and rewards of ownership, which typically occurs upon delivery to the customer. The Company’s performance obligation is to deliver product to the customer, and the performance obligation is completed upon delivery. The transaction price consists of a fixed invoice price and variable product sales allowances, which include rebates, discounts and returns. Product sales revenues are recorded net of applicable sales tax and reserves for these product sales allowances. Receivables related to product sales are typically collected one to two months after delivery. Receivables may also include customer deductions for returns and chargebacks that are pending Company validation. The Company considers product sales allowances to be variable consideration and estimates and recognizes product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Product sales allowances are based on actual or estimated amounts owed on the related sales. These estimates take into consideration the terms of the Company’s agreements with customers, historical product returns, rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product and specific known market events, such as competitive pricing and new product introductions. The Company uses the most likely method in estimating product sales allowances. If actual future results vary from the Company’s estimates, the Company may need to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. The Company’s product sales allowances include: Product Returns - The Company allows customers to return product for credit with respect to that product within six months before and up to twelve months after its product expiration date. The Company estimates product returns and associated credit based on historical return trends by product or by return trends of similar products, taking into consideration the shelf life of the product at the time of shipment, shipment and prescription trends, estimated distribution channel inventory levels and consideration of the introduction of competitive products. The Company does not assume financial responsibility for returns of any of its currently marketed products if those returns relate to sales of that product prior to the period of the Company’s ownership of the respective product. For products the Company has divested, it is only financially responsible for product returns of products sold by the Company, which are identified by specific lot numbers. Shelf lives, from the respective manufacture dates, for the Company’s products range from 24 months to 48 months. Because of the shelf life of the Company’s products and its return policy of issuing credits with respect to product that is returned within six months before and up to 12 months after its product expiration date, there may be a significant period of time between when the product is shipped and when the Company issues credit on a returned product. Accordingly, the Company may have to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustments. Managed Care Rebates - The Company offers discounts under contracts with certain managed care providers. The Company generally pays managed care rebates one Commercial Rebate - The Company offers certain group purchasing organization (“GPO”) rebates for end-user purchases made under contractual rebate percentage tier programs. Commercial rebates are based on (i) an estimate of end-user purchases through a GPO, (ii) the corresponding contractual rebate percentage tier expected to be achieved by each GPO, and (iii) an estimate of the impact of any prospective rebate program changes made. We generally pay commercial rebates two to twelve months after qualifying purchases are made. The Company generally pays commercial rebates two to twelve months after qualifying purchases are made. Government Rebates - The Company offers discounted pricing or rebates on purchases of pharmaceutical products under various federal and state healthcare programs, including Centers for Medicare and Medicaid Services’ Medicaid Drug Rebate Program and Medicare Part B Program and Medicare Part D Coverage Gap Discount Programs. The Company generally pays government rebates three to twelve months after prescriptions subject to the rebate are filled. These rebates are subject to the Company’s active participation in the respective programs. Wholesaler and Pharmacy Discounts—The Company offers contractually determined discounts to certain wholesale distributors and specialty pharmacies that purchase directly from it. These discounts are either taken off invoice at the time of shipment or paid to the customer on a quarterly basis one Prompt Pay Discounts - The Company offers cash discounts to its customers (generally 2% of the sales price) as an incentive for prompt payment. Based on the Company’s experience, the Company expects its customers to comply with the payment terms to earn the cash discount. Patient Discount Programs - The Company offers patient discount co-pay assistance programs in which patients receive certain discounts off their prescriptions at participating retail and specialty pharmacies. The discounts are reimbursed by the Company to program administrators approximately one month after the prescriptions subject to the discount are filled. Chargebacks - The Company provides discounts to authorized users of the U.S. Department of Veterans Affairs’ Federal Supply Schedule Program and the Health Resources and Services Administrations’ 340B Drug Pricing Program. These federal and 340B entities purchase products from the wholesale distributors at a discounted price, and the wholesale distributors then charge back to the Company the difference between the current retail price and the price the federal entity paid for the product. These discounts are subject to the Company’s active participation in the respective programs. All of the Company’s product sales allowances are included in Accrued rebates, returns and discounts at the Consolidated Balance Sheets, except for prompt pay discounts, which are included as a reduction in Accounts receivable, net, at the Consolidated Balance Sheets. Royalties and Milestone Revenue For arrangements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company currently has the right to receive royalties based on sales of CAMBIA in Canada, which are recognized as revenue when the related sales occur as there are no continuing performance obligations by the Company under those agreements. For arrangements that include milestones, the Company recognizes such revenue using the most likely method. At the end of each reporting period, the Company re-evaluates the probability or achievement of any potential milestone and any related constraints, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. Contingent Consideration Obligations In connection with the Spectrum Merger, the Company issued contingent value rights (“CVRs”) that represent a contingent consideration obligation which is measured at fair value. See Note 2 , Acquisitions for further details. In connection with the Company’s merger with Zyla Life Sciences (“Zyla”) in May 2020 (the “Zyla Merger”), the Company assumed a contingent consideration obligation which is measured at fair value. The Company has an obligation to make contingent consideration payments for future royalties to an affiliate of CR Group L.P. (“CRG”) based upon annual INDOCIN product net sales over $20.0 million at a 20% royalty through January 2029. The fair value of the contingent consideration incurred in the Zyla Merger is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029 and discounted to present value. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The fair values of each of the contingent consideration obligations are remeasured each reporting period, with changes in the fair values resulting from changes in the respective underlying inputs being recognized in operating expenses until both the contingent arrangements are settled. Leases In accordance with ASC 842, Leases, the Company assesses contracts for lease arrangements at inception. Operating right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date equal to the present value of future lease payments using the implicit, if readily available, or incremental borrowing rate based on the information readily available at the commencement date. ROU assets include any lease payments as of commencement and initial direct costs but exclude any lease incentives. Lease and non-lease components are generally accounted for separately and the Company recognizes operating lease expense straight-line over the term of the lease. The Company accounts for operating leases with an initial term of twelve months or less on a straight-line basis over the lease term in the Consolidated Statements of Comprehensive (Loss) Income. ROU assets and liabilities are not recorded for these leases. Stock-Based Compensation The Company’s stock-based compensation generally includes time-based restricted stock units (“RSU”) and options, as well as performance-based RSUs and options. The Company accounts for forfeitures as they occur for each type of award. Stock-based compensation expense related to time-based RSUs is based on the market value of the underlying stock on the date of grant and the related expense is recognized ratably over the requisite service period. The Company uses the Black-Scholes option valuation model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option valuation model is affected by the Company’s stock price as well as assumptions, which include the expected term of the award, the expected stock price volatility, risk-free interest rate, and expected dividends over the expected term of the award. The Company uses historical option exercise data to estimate the expected term of the options. The Company estimates the volatility of its common stock price by using the historical volatility over the expected term of the options. The Company bases the risk-free interest rate on U.S. Treasury zero coupon issues with terms similar to the expected term of the options as of the date of grant. The Company does not anticipate paying any cash dividends in the foreseeable future, and therefore, uses an expected dividend yield of zero in the option valuation model. For performance-based RSUs and options granted with vesting subject to market conditions, the fair value of the award is determined at grant date using the Monte Carlo model, and expense is recognized ratably over the requisite service period regardless of whether or not the market condition is satisfied. The Monte Carlo valuation model considers a variety of potential future scenarios under the market condition vesting criteria, including but not limited to share prices for Assertio and our peer companies in a selected market index. Advertising Costs Costs associated with advertising are expensed as incurred. Advertising expense for the years ended December 31, 2023 and 2022 was $4.4 million and $3.4 million, respectively. Advertising costs are included in Selling, general and administrative expenses within the Consolidated Statements of Comprehensive (Loss) Income. Restructuring The Company accounts for restructuring costs in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”) and ASC 712, Compensation - Nonretirement Postemployment Benefits (“ASC 712”). One-time termination benefits are recorded at the time restructuring is communicated to the affected employees. Ongoing termination benefits are recognized when they are estimable and probable. Income Taxes The Company records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in its Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. The Company follows the guidelines set forth in the applicable accounting guidance regarding the recoverability of any tax assets recorded on the Consolidated Balance Sheets and provides any necessary allowances as required. Determining necessary allowances requires the Company to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities. When it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future, the deferred tax assets are reduced by a valuation allowance. The valuation allowance is sufficient to reduce the deferred tax assets to the amount determined is more likely than not to be realized. The Company is subject to examination of its income tax returns by various tax authorities on a periodic basis. The Company regularly assesses the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of its provision for income taxes. The Company has applied the provisions of the applicable accounting guidance on accounting for uncertainty in income taxes, which requires application of a more‑likely‑than‑not threshold to the recognition and derecognition of uncertain tax positions. If the recognition threshold is met, the applicable accounting guidance permits the Company to recognize a tax benefit measured at the largest amount of tax benefit that, in its judgment, is more than 50% likely to be realized upon settlement. It further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the period of such change. The Company recognizes tax liabilities in accordance with ASC Topic 740, Income Taxes (“ASC 740”), and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Concentration of Risk The Company is subject to credit risk from its accounts receivable related to product sales. The three large, national wholesale distributors represent the vast majority of the Company’s business and represented the following percentage of consolidated revenue by customer and the percentage of accounts receivable by customer related to product shipments for the years ended December 31, 2023 and 2022. Consolidated revenue Accounts receivable related to product sales Year Ended December 31, Year Ended December 31, 2023 2022 2023 2022 AmerisourceBergen Corporation 35 % 28 % 57 % 21 % McKesson Corporation 21 % 28 % 12 % 25 % Cardinal Health 18 % 23 % 14 % 42 % Other significant customer 10 % 4 % 10 % 4 % All others 16 % 17 % 7 % 8 % Total 100 % 100 % 100 % 100 % The Company is dependent upon third-party manufacturers to supply product for commercial use. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for all commercialized products. Such production arrangements could be adversely affected by a significant interruption which would negatively impact the supply of final drug product. The Company’s commercial suppliers for each of its marketed products are as follows: • INDOCIN products - Patheon Pharmaceuticals, Inc. and Cosette Pharmaceuticals, Inc. • ROLVEDON - Hanmi Pharmaceutical Co. Ltd., Ajinomoto Bio-Pharma Services, and PCI Pharma Services. • CAMBIA - MiPharm, S.p.A. and Tioapack (formerly Pharma Packaging Solutions) • Otrexup - Antares Pharma, Inc. and Pharmascience Inc. • SPRIX - Jubilant HollisterStier LLC and Sharp Packaging Solutions • Zipsor - Catalent Ontario Limited and Mikart Inc. • Sympazan - Aquestive Therapeutics, Inc. Re cently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company adopted ASU 2021-08 on January 1, 2023 and determined that it had no impact on the accounting for its business combinations. Re cently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures ("ASU 2023-09") , which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Spectrum Pharmaceuticals On the Effective Date, the Company completed the Spectrum Merger pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 24, 2023, through a merger of a wholly-owned subsidiary of the Company with and into Spectrum, with Spectrum surviving the merger as a wholly-owned subsidiary of the Company. The Company accounted for the Spectrum Merger using the acquisition method of accounting under ASC 805 and is considered the accounting acquirer. Pursuant to the Merger Agreement, each issued and outstanding share of Spectrum common stock as of the Effective Date was converted into the right to receive (i) 0.1783 shares of the Company’s common stock and (ii) one CVR representing a contractual right to receive future conditional payments worth up to an aggregate maximum amount of $0.20, to be settled in cash, additional shares of Assertio common stock or a combination of cash and additional shares of Assertio common stock at the Company’s sole discretion, upon the achievement of certain sales milestones related to Spectrum’s product ROLVEDON. Subject to adjustments, each CVR represents the right to receive up to $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and up to $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025. In addition, upon consummation of the Spectrum Merger, Spectrum’s outstanding employee stock awards and other warrants that were outstanding immediately as of the Effective Date automatically vested (if unvested) and/or cancelled, as applicable, which generally resulted in the issuance of shares of the Company’s common stock and/or CVRs to the holders of such stock awards or other warrants, in each case as dictated by the terms of the Merger Agreement. These shares and CVRs issued are considered part of the consideration transferred, and no compensation expense was recognized because the settlement was a condition of the Merger Agreement and other existing individual agreements, no future performance is required by the holders, and the fair value of the shares and CVRs is equivalent to the fair value of the existing employee stock awards and other warrants. 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. The CVRs represent a contingent consideration obligation measured at fair value and classified as liabilities on the Company’s Consolidated Balance Sheets. The fair value of the CVR contingent consideration is determined using a Monte Carlo simulation model under the income approach and is based on Level 3 inputs. Refer to Note 20 , Fair Value, for additional information. Fair value is based on the probability of achievement of 2024 and 2025 annual ROLVEDON net sales milestones. Significant assumptions include the discount rate and the probability assigned to the achievement of the net sales milestones. Achievement of both the 2024 and 2025 annual ROLVEDON net sales milestones would obligate the Company to transfer a maximum of approximately $44.7 million of additional consideration. No additional consideration would be paid by the Company if neither the 2024 nor 2025 annual ROLVEDON net sales milestones are achieved. 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. The income approach was primarily used to value the acquired intangible assets, representing rights to Spectrum’s product ROLVEDON. Significant assumptions include the amount and timing of projected future cash flows; the discount rate selected to measure the inherent risk of future cash flows; and the assessment of the product’s life cycle and the competitive trends impacting the product. The ROLVEDON product rights will be amortized on a straight-line basis over its estimated useful life of 10 years. Acquisition costs related to the Spectrum Merger were approximately $8.9 million for the year ended December 31, 2023. These costs are included within Selling, general and administrative expenses in the Consolidated Statement of Comprehensive (Loss) Income. 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 do es 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 Sympazan License Acquisition On October 27, 2022, the Company, through its wholly-owned subsidiary, Otter Pharmaceuticals, LLC, completed a transaction to acquire an exclusive license for Sympazan® (clobazam) oral film and product inventory from Aquestive Therapeutics, Inc. (“Aquestive”). The terms of the definitive agreement included an upfront payment of $9.0 million and a $6.0 million milestone payment contingent upon allowance of an existing patent application which, at the date of the transaction, Aquestive was prosecuting. The patent allowance was granted in the fourth quarter of 2022; accordingly, the Company has paid in full the $6.0 million milestone payment. The Company is required to pay Aquestive cash royalties on a quarterly basis equal to 10% of the gross margin (defined within the definitive agreement) from sales of Sympazan. The Company also entered into a long-term supply agreement with Aquestive for Sympazan, the terms of which the Company has concluded are at market. 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 Sympazan license transaction was accounted for as an asset acquisition in accordance with ASC 805-50, as substantially all the fair value of the assets acquired was concentrated in a single identifiable asset, the Sympazan product rights. The Sympazan product rights acquired consist of the license for the Sympazan intellectual property, regulatory documentation, domain names, certain at-market contracts, and customers lists, and are considered a single asset as they are inextricably linked. The Company concluded that the contingent milestone payment and contingent royalty payments were not required to be accounted for as derivatives pursuant to scope exceptions in ASC 815 and therefore included the contingent milestone payment within, and excluded the contingent royalty payments from, the cost of the asset acquisition. The relative fair values of identifiable assets from the acquisition of Sympazan are based on estimates of fair value using assumptions that the Company believes are reasonable. 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 The Company determined that the acquired Sympazan product rights would be amortized over a 12-year period. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregated Revenue The following table reflects summary revenue, net for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Product sales, net: ROLVEDON $ 18,175 $ — INDOCIN products 87,217 100,338 Sympazan 9,938 1,768 Otrexup 12,026 11,148 SPRIX 9,150 9,110 CAMBIA 8,070 24,720 Zipsor 3,460 3,364 Other products 1,415 4,673 Total product sales, net 149,451 155,121 Royalties and milestone revenue 2,433 2,403 Other revenue 185 (1,290) Total revenues $ 152,069 $ 156,234 Product Sales, Net As a result of the Spectrum Merger, the Company began recognizing ROLVEDON sales in August 2023. The Company acquired Sympazan and began recognizing its product sales in October 2022. Other product sales include product sales for OXAYDO and SOLUMATRIX product. The Company ceased OXAYDO product sales beginning in September 2023, and ceased SOLUMATRIX sales beginning in July 2022. Royalties and Milestone Revenue In November 2010, the Company entered into a license agreement granting Miravo the rights to commercially market CAMBIA in Canada. Miravo independently contracts with manufacturers to produce a specific CAMBIA formulation in Canada. The Company recognized revenue related to the CAMBIA licensing agreement of $2.0 million and $1.9 million, respectively, for the years ended December 31, 2023 and 2022. The Company records contract liabilities in the form of deferred revenue resulting from prepayments from customers in Other Current Liabilities on the Consolidated Balance Sheets. As of December 31, 2023, and 2022, contract liabilities were zero and $0.2 million, respectively. The Company recognized Milestone revenue associated with the completion of certain service milestones of $0.4 million and $0.5 million during the years ended December 31, 2023 and 2022, respectively. Other Revenue Other revenue consists of sales adjustments for previously divested products, which includes adjustments to reserves for product sales allowances (gross-to-net sales allowances) and can result in a reduction to or an increase to total revenue during the period. Sales adjustments for previously divested products resulted in an increase to total revenue of $0.2 million for the year ended December 31, 2023 and a reduction to total revenue of $1.3 million for the year ended December 31, 2022. |
ACCOUNTS RECEIVABLES, NET
ACCOUNTS RECEIVABLES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLES, NET | ACCOUNTS RECEIVABLES, NET |
INVENTORIES, NET
INVENTORIES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET The following table reflects the components of inventory, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Raw materials $ 10,537 $ 1,367 Work-in-process 2,239 2,735 Finished goods 24,910 9,594 Total inventories, net $ 37,686 $ 13,696 |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS The following table reflects prepaid and other current assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Prepaid assets and deposits $ 11,973 $ 8,268 Other current assets 299 — Total prepaid and other current assets $ 12,272 $ 8,268 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET The following table reflects property and equipment, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Furniture and office equipment $ 1,908 $ 1,712 Laboratory equipment 20 20 Leasehold improvements 2,945 2,945 Construction in progress 528 — 5,401 4,677 Less: Accumulated depreciation (4,631) (3,933) Property and equipment, net $ 770 $ 744 Depreciation expense was $0.7 million and $0.8 million for the years ended December 31, 2023 and 2022, respectively. Depreciation expense is recognized in Selling, general and administrative expenses in the Company’s Consolidated Statements of Comprehensive (Loss) Income. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible Assets The following table reflects the gross carrying amounts and net book values of intangible assets as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 Product rights Remaining Gross Accumulated Impairment Net Book Gross Accumulated Net Book ROLVEDON 9.6 $ 220,500 $ (5,270) $ (157,095) $ 58,135 $ — $ — $ — INDOCIN 2.0 154,100 (44,814) (88,494) 20,792 154,100 (33,495) 120,605 Sympazan 10.8 14,550 (1,415) — 13,135 14,550 (202) 14,348 Otrexup 6.0 44,086 (10,103) (27,723) 6,260 44,086 (5,511) 38,575 SPRIX 3.4 39,000 (19,663) (6,327) 13,010 39,000 (14,532) 24,468 Total Intangible Assets $ 472,236 $ (81,265) $ (279,639) $ 111,332 $ 251,736 $ (53,740) $ 197,996 During the third quarter of 2023, the Company’s market capitalization declined to below the book value of the Company’s equity, which management determined represented an indicator of impairment with respect to its long-lived assets. Applying the relevant accounting guidance, the Company first assessed the recoverability of its long-lived assets. In performing this assessment, management concluded it was appropriate to group its assets at the entity level, most notably attributed to the significant shared operating cost structure which characterizes Assertio. The Company determined the carrying value of this asset group was not recoverable. Management then assessed and concluded that the fair value of the asset group was less than its carrying value and so recognized an impairment loss of $238.8 million , which was allocated to the individual intangible assets of the group and is classified within Loss on impairment of intangible assets in the Consolidated Statement of Comprehensive (Loss) Income. The fair value of the asset group was determined using both an income and a market approach and used Level 3 inputs. These inputs included estimates of forecasted cash flows and the selection of comparable revenue and earnings multiples utilizing guideline companies. In the fourth quarter of 2023, the Company’s market capitalization further declined below book value, which management determined represented an indicator of impairment. A similar assessment of recoverability and impairment was performed, except that management changed its determination of long-lived asset groups from the entity level to the product level. The asset group reassessment, which will be applied prospectively, was concluded to be necessary by management because of strategic changes to the Company’s operating cost structure in the form of reduced levels of shared costs, attributed primarily by the fourth quarter of 2023 and revised, expected go-forward performance of INDOCIN. Management concluded that the fair values of the INDOCIN and Otrexup asset groups were less than their carrying values and recognized an impairment loss for these asset groups of approximately $36.0 million and $4.8 million, respectively. These impairment charges are classified within Loss on impairment of intangible assets in the Consolidated Statement of Comprehensive (Loss) Income. The fair values of the asset groups were determined using an income approach and used Level 3 inputs, which included estimates of forecasted cash flows for each product. In addition, the Company revised the remaining useful life of the INDOCIN product rights intangible asset to 2.0 years as of December 31, 2023, which management believes better reflects the period over which the Company will consume the economic benefit of the intangible asset. The impact of this change in estimate is reflected in expected future annual amortization expense disclosed below. The Company recognized no impairment of its long-lived assets during the year ended December 31, 2022. Amortization expense wa s $27.5 million a nd $32.6 million for the years ended December 31, 2023 and 2022, respectively. The following table reflects future amortization expense the Company expects for its intangible assets (in thousands): Year Ending December 31, Estimated 2024 $ 22,526 2025 22,526 2026 12,130 2027 9,909 2028 8,322 Thereafter 35,919 Total $ 111,332 |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | OTHER LONG-TERM ASSETS The following table reflects other long-term assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Operating lease right-of-use assets $ 1,269 $ 137 Prepaid asset and deposits 1,289 1,607 Other 697 965 Total other long-term assets $ 3,255 $ 2,709 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The following table reflects accrued liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Accrued compensation $ 2,438 $ 3,117 Accrued restructuring (See Note 13 ) 4,378 — Other accrued liabilities 9,492 6,561 Taxes payable — — Interest payable 867 1,593 Accrued royalties 1,038 910 Total accrued liabilities $ 18,213 $ 12,181 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table reflects the Company’s debt as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 6.5% Senior Convertible Notes due 2027 $ 40,000 $ 70,000 Royalty Rights obligation — 470 Total principal amount 40,000 70,470 Plus: derivative liability for embedded conversion feature 308 252 Less: unamortized debt issuance costs (1,794) (3,849) Carrying value 38,514 66,873 Less: current portion of long-term debt — (470) Long-term debt, net $ 38,514 $ 66,403 6.5% Convertible Senior Notes due 2027 On August 22, 2022, Assertio entered into a purchase agreement (the “Purchase Agreement”), with U.S. Bank Trust Company as the trustee (the “2027 Convertible Note Trustee”) of the initial purchasers (the “Initial Purchasers”) to issue $60.0 million in aggregate principal amount of 6.5% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”). Under the Purchase Agreement, the Initial Purchasers were also granted an overallotment option to purchase up to an additional $10.0 million aggregate principal amount of the 2027 Convertible Notes solely to cover overallotment (the “Overallotment Option”) within a 13-day period from the date the initial 2027 Convertible Notes were issued. On August 24, 2022, the Initial Purchasers exercised the Overallotment Option in full for the $10.0 million aggregate principal of additional 2027 Convertible Notes. The 2027 Convertible Notes are senior unsecured obligations of the Company. The Company used the net proceeds from the issuance of the 2027 Convertible Notes to repurchase $59.0 million aggregate principal amount of its then outstanding 13% senior secured notes due 2024 (the “2024 Secured Notes”) assumed in accordance with the Zyla Merger and $3.0 million in associated interest payments pursuant to privately negotiated exchange agreements entered into concurrently with the pricing of the offering of the 2027 Convertible Notes. On February 27, 2023, the Company completed a privately negotiated exchange of $30.0 million principal amount of the 2027 Convertible Notes (the “Convertible Note Exchange”). Pursuant to the Convertible Note Exchange, 6,990,000 shares of the Company’s common stock, plus an additional $10.5 million in cash, were issued to settle a portion of the 2027 Convertible Notes (the “Exchanged Notes”). As a result of the Convertible Note Exchange in the first quarter of 2023, the Company recorded an induced conversion expense of approximately $8.8 million and direct transaction costs of approximately $1.1 million, the total of which is reporte d in Debt-related expenses in the Company’s Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2023 . The induced conversion expense represents the fair value of the consideration transferred in the Convertible Note Exchange in excess of the fair value of common stock issuable under the original terms of the 2027 Convertible Notes. Additionally, approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes were recognized as Additional paid-in capital in t he Company’s Consolidated Balance Sheets for the year ended December 31, 2023. The terms of the 2027 Convertible Notes are governed by an indenture dated August 25, 2022 (the “2027 Convertible Note Indenture”). The terms of the 2027 Convertible Notes allow for conversion into the Company’s common stock, cash, or a combination of cash and common stock, at the Company’s election only, at an initial conversion rate of 244.2003 shares of the Company’s common stock per $1,000 principal amount (equal to an initial conversion price of approximately $4.09 per share), subject to adjustments specified in the 2027 Convertible Note Indenture (the “Conversion Rate”). The 2027 Convertible Notes will mature on September 1, 2027, unless earlier repurchased or converted. The 2027 Convertible Notes bear interest from August 25, 2022 at a rate of 6.5% per annum payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2023. Pursuant to the terms of the Indenture, the Company and its restricted subsidiaries must comply with certain covenants, including mergers, consolidations, and divestitures; guarantees of debt by subsidiaries; issuance of preferred and/or disqualified stock; and liens on the Company’s properties or assets. The Company was in compliance with its covenants with respect to the 2027 Convertible Notes as of December 31, 2023. The following table reflects the carrying balance of the 2027 Convertible Notes as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Principal balance $ 40,000 $ 70,000 Derivative liability for embedded conversion feature 308 252 Unamortized debt issuance costs (1,794) (3,849) Carrying balance $ 38,514 $ 66,403 The debt issuance costs incurred related to the 2027 Convertible Notes are recognized as a debt discount and are being amortized as interest expense over the term of the 2027 Convertible Notes using the effective interest method with an effective interest rate determined to be 7.8%. During the year ended December 31, 2023, the Company amortized $0.4 million of the debt discount on the 2027 Convertible Notes. The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. See Note 20 , Fair Value, for further details around the estimated fair value of the derivative liability. The estimated fair value of the derivative liability, which utilized Level 3 inputs was determined using a binomial lattice model using certain assumptions and consideration of an increased conversion ratio on the underlying convertible notes that could result from the occurrence of certain events. Accordingly, the Company has recognized a loss on the fair value adjustment of the derivative liability in the amou nt of $0.1 million in Other gain (loss) for the year ended December 31, 2023. There was no gain or loss on the fair value adjustment of the derivative liability for the year ended December 31, 2022. All of the other embedded features of the 2027 Convertible Notes were clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the bifurcated features was immaterial to the Company’s financial statements . Royalty Rights Obligation In accordance with the Zyla Merger, the Company assumed a royalty rights agreement (the “Royalty Rights”) with each of the holders of its 2024 Secured Notes pursuant to which the Comp any agreed to pay an aggregate 1.5% royalty on Net Sales (as defined in the indenture governing the 2027 Secured Notes) through December 31, 2022. The Royalty Rights terminated on December 31, 2022, and the Company paid in cash its remaining Royalty Rights obligations during the second quarter of 2023. Interest Expense The following table reflects debt-related interest included in Interest expense in the Company’s Consolidated Statements of Comprehensive (Loss) Income as of December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Interest on 2027 Convertible Notes $ 2,925 $ 1,592 Interest on 2024 Secured Notes — 6,065 Amortization of Royalty Rights (1) — 68 Amortization of debt issuance costs 455 236 Total interest expense $ 3,380 $ 7,961 (1) As a result of the extinguishment of the Royalty Rights obligation, there will be no additional amortization expense recognized in future periods. |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES The following table reflects other long-term liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 ROLVEDON product royalties $ 9,224 $ — Noncurrent operating lease liabilities 1,470 — Liability for uncertain tax provisions 4,553 4,269 Deferred employee retention credits 1,212 — Total other long-term liabilities $ 16,459 $ 4,269 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES In August 2023, the Company implemented a reorganization plan of its workforce and other resources primarily designed to realize the synergies of the Spectrum Merger (the “Spectrum Reorganization Plan”). The Spectrum Reorganization Plan was primarily focused on the reduction of staff at the Company’s headquarters office and the exit of certain leased facilities and office equipment. The Company expects the recognition of any additional costs and all cash payments under the Spectrum Reorganization Plan to be completed by the end of 2024. The staff reductions under the Spectrum Reorganization Plan are the result of a distinct severance plan approved by the Company’s Board of Directors and are not being executed as part of established Company policies or plans. Accordingly, the related employee compensation costs were primarily recognized in the third quarter of 2023, which is when the plan and underlying terms were finalized, approved by the Company’s Board of Directors, and communicated to the impacted staff, and since the reductions were effective immediately. Total employee compensation costs recognized under the Spectrum Reorganization Plan through December 31, 2023 were approxima tely $2.6 million. In addition, the leased facilities and office equipment referenced above are not expected to be used for any business purpose, and the Company will not sublease the facilities and office equipment due to the short remaining lease terms. Accordingly, the criteria for abandonment accounting to be applied to the leased facilities and office equipment were met in the third quarter of 2023. The facility exit costs represent the acceleration of the underlying right-of-use asset amortization to align with the cease use date for the abandoned facilities and office equipment. Total facility exit costs recognized under the Spectrum Reorganization Plan for year ended December 31, 2023 were $1.3 million . There are no remaining facility exits costs expected to be recognized by the Company under the Spectrum Reorganization Plan as of December 31, 2023. Effective as of January 2, 2024, the Company separated from the service of its former President and Chief Executive Officer. Pursuant to his then existing Management Continuity Agreement with the Company, the former President and Chief Executive Officer was entitled to severance compensation and benefits of approximately $1.5 million, which was recognized as Restructuring charges within the Consolidated Statement of Comprehensive (Loss) Income for year ended December 31, 2023, the period in which the separation and related severance benefit was determined to be probable. The following table reflects total expenses related to restructuring activities recognized within the Consolidated Statement of Comprehensive (Loss) Income as Restructuring charges for year ended December 31, 2023 (in thousands): Year ended December 31, 2023 Employee compensation costs $ 4,068 Facility exit costs 1,281 Other costs 127 Total restructuring costs $ 5,476 The following table summarizes the changes in the Company’s accrued restructuring liability for employee compensation costs, which is classified within Accrued liabilities in the Consolidated Balance Sheet as of December 31, 2023 (in thousands): Employee compensation costs Balance as of December 31, 2022 $ — Restructuring accrual assumed in Spectrum Merger (See Note 2 ) 7,508 Net accrual additions 4,068 Cash paid (7,198) Balance as of December 31, 2023 $ 4,378 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES As of December 31, 2023, the Company has a non-cancelable operating lease for its corporate office, which is located in Lake Forest, Illinois (the “Lake Forest Lease”). On May 1, 2023, the Company am ended the Lake Forest Lease to reduce the size of leased premises and extend the term of the lease through December 31, 2030. In conjunction with the amendment of the Lake Forest Lease on May 1, 2023, the Company recognized an increase to both operating right-of-use asset and noncurrent operating lease liability of approximately $1.3 million, which was calculated using a discount rate of 7.41%. In connection with the Spectrum Merger, the Company assumed leases for two facilities and certain office equipment which Spectrum had previously been the lessee. Refer to Note 13 , Restructuring Charges, for further detail on the accounting for the leases assumed in the Spectrum Merger. As of December 31, 2023, the value of the operating right-of-use assets associated with these leases is zero, and the value of the current and noncurrent lease liabilities associated with these leases was $0.8 million and $0.3 million, respectively. The following table reflects lease expense and sublease income for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, Financial Statement Classification 2023 2022 Operating lease cost Selling, general and administrative expenses $ 229 $ 158 Operating lease cost Other gain (loss) — 541 Total lease cost $ 229 $ 699 Sublease income Other gain (loss) $ — $ 1,223 The following table reflects supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Cash paid for amounts included in measurement of liabilities: Operating cash flows used in operating leases $ 717 $ 1,983 The following table reflects supplemental balance sheet information related to leases as of December 31, 2023 and 2022 (in thousands): December 31, Financial Statement Classification 2023 2022 Assets Operating lease right-of-use assets Other long-term assets $ 1,269 $ 137 Liabilities Current operating lease liabilities Other current liabilities $ 928 $ 401 Noncurrent operating lease liabilities Other long-term liabilities 1,470 — Total lease liabilities $ 2,398 $ 401 The following table reflects other lease information as of December 31, 2023 and 2022: December 31, 2023 2022 Weighted-average remaining lease term (years): Operating leases 4.6 1.0 Weighted-average discount rate: Operating leases 5.7 % 11.1 % The following table reflects future minimum lease payments under the Company’s non-cancelable operating leases as of December 31, 2023 (in thousands): Lease Payments 2024 $ 1,074 2025 412 2026 307 2027 243 2028 253 Thereafter 537 Total lease payments $ 2,826 Less: Interest 428 Present value of lease liabilities $ 2,398 |
LEASES | LEASES As of December 31, 2023, the Company has a non-cancelable operating lease for its corporate office, which is located in Lake Forest, Illinois (the “Lake Forest Lease”). On May 1, 2023, the Company am ended the Lake Forest Lease to reduce the size of leased premises and extend the term of the lease through December 31, 2030. In conjunction with the amendment of the Lake Forest Lease on May 1, 2023, the Company recognized an increase to both operating right-of-use asset and noncurrent operating lease liability of approximately $1.3 million, which was calculated using a discount rate of 7.41%. In connection with the Spectrum Merger, the Company assumed leases for two facilities and certain office equipment which Spectrum had previously been the lessee. Refer to Note 13 , Restructuring Charges, for further detail on the accounting for the leases assumed in the Spectrum Merger. As of December 31, 2023, the value of the operating right-of-use assets associated with these leases is zero, and the value of the current and noncurrent lease liabilities associated with these leases was $0.8 million and $0.3 million, respectively. The following table reflects lease expense and sublease income for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, Financial Statement Classification 2023 2022 Operating lease cost Selling, general and administrative expenses $ 229 $ 158 Operating lease cost Other gain (loss) — 541 Total lease cost $ 229 $ 699 Sublease income Other gain (loss) $ — $ 1,223 The following table reflects supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Cash paid for amounts included in measurement of liabilities: Operating cash flows used in operating leases $ 717 $ 1,983 The following table reflects supplemental balance sheet information related to leases as of December 31, 2023 and 2022 (in thousands): December 31, Financial Statement Classification 2023 2022 Assets Operating lease right-of-use assets Other long-term assets $ 1,269 $ 137 Liabilities Current operating lease liabilities Other current liabilities $ 928 $ 401 Noncurrent operating lease liabilities Other long-term liabilities 1,470 — Total lease liabilities $ 2,398 $ 401 The following table reflects other lease information as of December 31, 2023 and 2022: December 31, 2023 2022 Weighted-average remaining lease term (years): Operating leases 4.6 1.0 Weighted-average discount rate: Operating leases 5.7 % 11.1 % The following table reflects future minimum lease payments under the Company’s non-cancelable operating leases as of December 31, 2023 (in thousands): Lease Payments 2024 $ 1,074 2025 412 2026 307 2027 243 2028 253 Thereafter 537 Total lease payments $ 2,826 Less: Interest 428 Present value of lease liabilities $ 2,398 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Jubilant HollisterStier Manufacturing and Supply Agreement In connection with the Zyla Merger, the Company assumed a Manufacturing and Supply Agreement (the “Jubilant HollisterStier Agreement”) with Jubilant HollisterStier LLC (“JHS”) pursuant to which the Company engaged JHS to provide certain services related to the manufacture and supply of SPRIX for the Company’s commercial use. Under the Jubilant HollisterStier Agreement, JHS is responsible for supplying a minimum of 75% of the Company’s annual requirements of SPRIX. The Company agreed to purchase a minimum number of batches of SPRIX per calendar year from JHS over the term of the Jubilant HollisterStier Agreement. Total commitments to JHS are a pproximately $1.5 million. Antares Supply Agreement In connection with the Otrexup acquisition, the Company entered into a supply agreement with Antares pursuant to which Antares will manufacture and supply the finished Otrexup products (the “Antares Supply Agreement”). Under the Antares Supply Agreement, the Company has agreed to annual minimum purchase obligations from Antares, which approximate $2.0 million annually. The Antares Supply Agreement has an initial term through December 2031 with renewal terms beyond. Hanmi Supply Agreement In connection with the Spectrum Merger, the Company assumed a Manufacturing and Supply Agreement (the “Hanmi Agreement”) with Hanmi Pharmaceutical Co. Ltd. (“Hanmi”) pursuant to which the Company engaged Hanmi to provide certain services related to the manufacture and supply of ROVELDON for the Company’s commercial use. The Company has agreed to purchase a minimum number of batches totaling approximately $19.1 million in 2024 and $3.8 million in 2025. General The Company is currently involved in various lawsuits, claims, investigations and other legal proceedings that arise in the ordinary course of business. The Company recognizes a loss contingency provision in its financial statements when it concludes that a contingent liability is probable, and the amount thereof is estimable. Costs associated with the Company’s involvement in legal proceedings are expensed as incurred. Amounts accrued for legal contingencies are based on management’s best estimate of a loss based upon the status of the cases described below, assessments of the likelihood of damages, and the advice of counsel and often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. As of both December 31, 2023 and December 31, 2022, the Company had a legal contingency accrual of approximately $3.2 million. The Company continues to monitor each matter and adjust accruals as warranted based on new information and further developments in accordance with ASC 450-20-25. For matters discussed below for which a loss is not probable, or a probable loss cannot be reasonably estimated, no liability has been recorded. Provisions for loss contingencies are recorded in Selling, general and administrative expense in the Company’s Consolidated Statements of Comprehensive (Loss) Income and the related accruals are recorded in Accrued liabilities in the Company’s Consolidated Balance Sheets. Other than matters disclosed below, the Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of its business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. The Company may also become party to further litigation in federal and state courts relating to opioid drugs. Although actions, claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, other than the matters set forth below, the Company is not currently involved in any matters that the Company believes may have a material adverse effect on its business, results of operations, cash flows or financial condition. However, regardless of the outcome, litigation can have an adverse impact on the Company because of associated cost and diversion of management time. Glumetza Antitrust Litigation Antitrust class actions and related direct antitrust actions were filed in the U.S. District Court for the Northern District of California against the Company and several other defendants relating to its former drug Glumetza®. The plaintiffs sought to represent a putative class of direct purchasers of Glumetza. In addition, several retailers, including CVS Pharmacy, Inc., Rite Aid Corporation, Walgreen Co., the Kroger Co., the Albertsons Companies, Inc., H-E-B, L.P., and Hy-Vee, Inc. (the “Retailer Plaintiffs”), filed substantially similar direct purchaser antitrust claims in the same District Court. On July 30, 2020, Humana Inc. (“Humana”) also filed a complaint against the Company and several other defendants in the U.S. District Court for the Northern District of California alleging similar claims related to Glumetza. The claims asserted by Humana in its federal case were ultimately withdrawn, and analogous claims were instead asserted by Humana in an action it filed in the California Superior Court of Alameda on February 8, 2021, and subsequently amended in September 2021. Additionally, on April 5, 2022, Health Care Service Corporation (“HCSC”) filed a complaint against the Company and the same other defendants in the California Superior Court of Alameda alleging similar claims related to Glumetza. These antitrust cases arise out of a Settlement and License Agreement (the “Settlement”) that the Company, Santarus, Inc. (“Santarus”) and Lupin Limited (“Lupin”) entered into in February 2012 that resolved patent infringement litigation filed by the Company against Lupin regarding Lupin’s Abbreviated New Drug Application for generic 500 mg and 1000 mg tablets of Glumetza. The antitrust plaintiffs allege, among other things, that the Settlement violated the antitrust laws because it allegedly included a “reverse payment” that caused Lupin to delay its entry in the market with a generic version of Glumetza. The alleged “reverse payment” is an alleged commitment on the part of the settling parties not to launch an authorized generic version of Glumetza for a certain period. The antitrust plaintiffs allege that the Company and its co-defendants, which include Lupin as well as Bausch Health (the alleged successor in interest to Santarus), are liable for damages under the antitrust laws for overcharges that the antitrust plaintiffs allege they paid when they purchased the branded version of Glumetza due to delayed generic entry. Plaintiffs seek treble damages for alleged past harm, attorneys’ fees and costs. On September 14, 2021, the Retailer Plaintiffs voluntarily dismissed all claims against the Company pursuant to a settlement agreement with the Company in return for $3.15 million. On February 3, 2022, the District Court issued its final order approving a settlement of the direct purchaser class plaintiffs’ claims against the Company in return for $3.85 million. With respect to the California state court lawsuits, on November 24, 2021, the state court granted in part and denied in part a demurrer by the defendants in the Humana action. That case was consolidated in November 2022 with the HCSC action for pre-trial and trial purposes. On July 5, 2023, the state court denied a motion for judgment on the pleadings filed by the defendants in the Humana action. These California state cases are now in the midst of discovery, and trial is scheduled for December 2024. The Company intends to defend itself vigorously in the consolidated California state court lawsuits. A liability for this matter has been recorded in the financial statements. Opioid-Related Request and Subpoenas As a result of the greater public awareness of the public health issue of opioid abuse, there has been increased scrutiny of, and investigation into, the commercial practices of opioid manufacturers generally by federal, state, and local regulatory and governmental agencies. In March 2017, Assertio Therapeutics received a letter from then-Sen. Claire McCaskill (D-MO), the then-Ranking Member on the U.S. Senate Committee on Homeland Security and Governmental Affairs, requesting certain information regarding Assertio Therapeutics’ historical commercialization of opioid products. Assertio Therapeutics voluntarily furnished information responsive to Sen. McCaskill’s request. Since 2017, Assertio Therapeutics has received and responded to subpoenas from the U.S. Department of Justice (“DOJ”) seeking documents and information regarding its historical sales and marketing of opioid products. Assertio Therapeutics has also received and responded to subpoenas or civil investigative demands focused on its historical promotion and sales of Lazanda, NUCYNTA, and NUCYNTA ER from various state attorneys general seeking documents and information regarding Assertio Therapeutics’ historical sales and marketing of opioid products. In addition, Assertio Therapeutics received and responded to a subpoena from the State of California Department of Insurance (“CDI”) seeking information relating to its historical sales and marketing of Lazanda. The CDI subpoena also sought information on Gralise, a non-opioid product formerly in Assertio Therapeutics’ portfolio. In addition, Assertio Therapeutics received and responded to a subpoena from the New York Department of Financial Services seeking information relating to its historical sales and marketing of opioid products. The Company has also received a subpoena from the New York Attorney General in May 2023, pursuant to which the New York Attorney General is seeking information concerning the sales and marketing of opioid products (Lazanda, NUCYNTA, NUCYNTA ER, and OXAYDO) by Assertio Therapeutics and Zyla. The Company also from time to time receives and responds to subpoenas from governmental authorities related to investigations primarily focused on third parties, including healthcare practitioners. The Company is cooperating with the foregoing governmental investigations and inquiries. In July 2022, the Company became aware that the DOJ issued a press release stating that it had settled claims against a physician whom the DOJ alleged had received payments for paid speaking and consulting work from two pharmaceutical companies, including Depomed, Inc. (“Depomed,” now known as Assertio Therapeutics), in exchange for prescribing certain of the companies’ respective products. As part of the settlement, the physician did not admit liability for such claims and the press release stated that there has been no determination of any liability for such claims. The Company denies any wrongdoing and disputes the DOJ’s characterization of the payments from Depomed. Multidistrict and Other Federal Opioid Litigation A number of pharmaceutical manufacturers, distributors and other industry participants have been named in numerous lawsuits around the country brought by various groups of plaintiffs, including city and county governments, hospitals, individuals and others. In general, the lawsuits assert claims arising from defendants’ manufacturing, distributing, marketing and promoting of FDA-approved opioid drugs. The specific legal theories asserted vary from case to case, but the lawsuits generally include federal and/or state statutory claims, as well as claims arising under state common law. Plaintiffs seek various forms of damages, injunctive and other relief and attorneys’ fees and costs. For such cases filed in or removed to federal court, the Judicial Panel on Multi-District Litigation issued an order in December 2017, establishing a Multi-District Litigation court (“MDL Court”) in the Northern District of Ohio (In re National Prescription Opiate Litigation, Case No. 1:17-MD-2804). Since that time, more than 2,000 such cases that were originally filed in U.S. District Courts, or removed to federal court from state court, have been filed in or transferred to the MDL Court. Assertio Therapeutics is currently involved in a subset of the lawsuits that have been filed in or transferred to the MDL Court. Assertio Holdings has also been named in six such cases. In April 2022, the Judicial Panel on Multi-District Litigation issued an order stating that it would no longer transfer new opioid cases to the MDL Court. Since that time, Assertio Therapeutics has been named in lawsuits pending in federal courts outside of the MDL Court (in Georgia and New York). Plaintiffs may file additional lawsuits in which the Company may be named, and plaintiffs may also seek leave to add the Company to lawsuits already on file in the MDL Court. Plaintiffs in the pending federal cases involving Assertio Therapeutics or Assertio Holdings include individuals; county, municipal and other governmental entities; employee benefit plans, health insurance providers and other payors; hospitals, health clinics and other health care providers; Native American tribes; and non-profit organizations who assert, for themselves and in some cases for a putative class, federal and state statutory claims and state common law claims, such as conspiracy, nuisance, fraud, negligence, gross negligence, negligent and intentional infliction of emotional distress, deceptive trade practices, and products liability claims (defective design/failure to warn). In these cases, plaintiffs seek a variety of forms of relief, including actual damages to compensate for alleged personal injuries and for alleged past and future costs such as to provide care and services to persons with opioid-related addiction or related conditions, injunctive relief, including to prohibit alleged deceptive marketing practices and abate an alleged nuisance, establishment of a compensation fund, establishment of medical monitoring programs, disgorgement of profits, punitive and statutory treble damages, and attorneys’ fees and costs. No trial date has been set in any of these lawsuits, which are at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters. State Opioid Litigation Related to the federal cases noted above, there have been hundreds of similar lawsuits filed in state courts around the country, in which various groups of plaintiffs assert opioid-drug related claims against similar groups of defendants. Assertio Therapeutics is currently named in a subset of those cases, including cases in Delaware, Missouri, Pennsylvania, Texas and Utah. Assertio Holdings is named as a defendant in one of these cases in Pennsylvania. Plaintiffs may file additional lawsuits in which the Company may be named. In the pending cases involving Assertio Therapeutics or Assertio Holdings, plaintiffs are asserting state common law and statutory claims against the defendants, and the majority of those cases are similar in nature to the claims asserted in the MDL cases. Plaintiffs are seeking actual damages, disgorgement of profits, injunctive relief, punitive and statutory treble damages, and attorneys’ fees and costs. The state lawsuits in which Assertio Therapeutics or Assertio Holdings has been served are generally each at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters. Insurance Litigation On January 15, 2019, Assertio Therapeutics was named as a defendant in a declaratory judgment action filed by Navigators Specialty Insurance Company (“Navigators”) in the U.S. District Court for the Northern District of California (Case No. 3:19-cv-255). Navigators was Assertio Therapeutics’ primary product liability insurer. Navigators was seeking declaratory judgment that opioid litigation claims noticed by Assertio Therapeutics (as further described above under “Multidistrict and Other Federal Opioid Litigation” and “State Opioid Litigation”) are not covered by Assertio Therapeutics’ life sciences liability policies with Navigators. On February 3, 2021, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Navigators to resolve the declaratory judgment action and Assertio Therapeutics’ counterclaims. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed without prejudice. During the first quarter of 2021, Assertio Therapeutics received $5.0 million i n insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2021. On July 16, 2021, Assertio Therapeutics filed a complaint for declaratory relief against one of its excess products liability insurers, Lloyd’s of London Newline Syndicate 1218 and related entities (“Newline”), in the Superior Court of the State of California for the County of Alameda. Newline removed the case to the U.S. District Court for the Northern District of California (Case No. 3:21-cv-06642). Assertio Therapeutics was seeking a declaratory judgment that Newline has a duty to defend Assertio Therapeutics or, alternatively, to reimburse Assertio Therapeutics’ attorneys’ fees and other defense costs for opioid litigation claims noticed by Assertio Therapeutics. On May 18, 2022, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Newline to resolve Assertio Therapeutics’ declaratory judgment action. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed with prejudice. During the second quarter of 2022, Assertio Therapeutics received $2.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2022. On April 1, 2022, Assertio Therapeutics filed a complaint for negligence and breach of fiduciary duty against its former insurance broker, Woodruff-Sawyer & Co. (“Woodruff”), in the Superior Court of the State of California for the County of Alameda (Case No. 22CV009380). Assertio Therapeutics is seeking to recover its damages caused by Woodruff’s negligence and breaches of its fiduciary duties in connection with negotiating and procuring products liability insurance coverage for Assertio Therapeutics. The parties are in discovery. Trial is scheduled for March 2025. Stockholder Actions Shapiro v. Assertio Holdings, Inc., et al., U.S. District Court, Northern District of Illinois, Case No. 1:24-cv-00169. On January 5, 2024, this putative securities class action lawsuit was filed by a purported shareholder, alleging that Assertio and certain of its current and former executive officers made false or misleading statements and failed to disclose material facts regarding the likely impact of INDOCIN sales and the Spectrum Merger on Assertio’s profitability in violation of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act of 1934, as amended (the “Exchange Act”). As of the March 5, 2024 deadline, seven individuals and entities had filed motions to be appointed lead plaintiff and for approval of counsel. The Company intends to vigorously defend itself in this matter. Edwards v. Assertio Holdings, Inc., et al., Court of Chancery of the State of Delaware, Case No. 2024-0151. On February 19, 2024, this putative securities class action lawsuit was filed by a purported shareholder, alleging that certain former officers and directors of Spectrum breached their fiduciary duties in connection the Spectrum Merger, and that Guggenheim Securities LLC and Assertio aided and abetted such fiduciary duty breaches. The Company intends to vigorously defend itself in this matter. Luo v. Spectrum Pharmaceuticals, Inc., et al., U.S. District Court, District of Nevada, Case No. 2:21-cv-01612. On August 31, 2021, this putative securities class action lawsuit was filed by a purported shareholder, alleging that Spectrum and certain of its former executive officers and directors made false or misleading statements and failed to disclose material facts about Spectrum’s business and the prospects of approval for its Biologic License Application (“BLA”) to the FDA for eflapegrastim (ROLVEDON) in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act. On November 1, 2021, four individuals and one entity filed competing motions to be appointed lead plaintiff and for approval of counsel. On July 28, 2022, the Court appointed a lead plaintiff and counsel for the putative class. On September 26, 2022, an amended complaint was filed alleging, inter alia, false and misleading statements with respect to ROLVEDON manufacturing operations and controls and adding allegations that defendants misled investors about the efficacy of, clinical trial data and market need for poziotinib during a Class Period of March 7, 2018 to August 5, 2021. The amended complaint seeks damages, interest, costs, attorneys’ fees, and such other relief as may be determined by the Court. On November 30, 2022, the defendants filed a motion to dismiss the amended complaint, which was fully briefed as of February 27, 2023. On February 6, 2024, the Court held a hearing on the motion to dismiss and issued an order dismissing the lawsuit without prejudice to the lead plaintiff’s ability to replead their claims. The lead plaintiff’s deadline to file a further amended complaint is March 29, 2024. The Company intends to vigorously defend itself in this matter. Christiansen v. Spectrum Pharmaceuticals, Inc. et al., Case No. 1:22-cv-10292 (filed December 5, 2022 in the U.S. District Court for the Southern District of New York) (the “New York Action”). Three additional related putative securities class action lawsuits were subsequently filed by Spectrum shareholders against Spectrum and certain of its former executive officers in the U.S. District Court for the Southern District of New York: Osorio-Franco v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:22-cv-10292 (filed December 5, 2022); Cummings v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:22-cv-10677 (filed December 19, 2022); and Carneiro v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:23-cv-00767 (filed January 30, 2023). These three New York lawsuits allege that Spectrum and certain of its former executive officers made false or misleading statements about, inter alia, the safety and efficacy of and clinical trial data for poziotinib in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act, and seek remedies including damages, interest, costs, attorneys’ fees, and such other relief as may be determined by the Court. On February 15, 2023, the Court consolidated the three New York lawsuits. On March 21, 2023, the Court entered an order designating Steven Christiansen as the lead plaintiff. Lead plaintiff Christiansen filed an amended consolidated complaint in the New York Action under the caption Christiansen v. Spectrum Pharmaceuticals, Inc, et al., on May 30, 2023, alleging a Class Period between March 17, 2022 and September 2022. The defendants filed a motion to dismiss the consolidated New York Action on July 25, 2023, which was fully briefed as of October 19, 2023. On January 23, 2024, the Court granted the motion to dismiss in part as to five of the challenged statements but denied the motion to dismiss as to two specific statements. The Company filed its answer to the complaint on March 8, 2024. The Company intends to vigorously defend itself in this matter. Csaba v. Turgeon, et. al, (filed December 15, 2021 in the U.S. District Court District of Nevada); Shumacher v. Turgeon, et. al, (filed March 15, 2022 in the U.S. District Court District of Nevada); Johnson v. Turgeon, et. al, (filed March 29, 2022 in the U.S. District Court District of Nevada); Raul v. Turgeon, et. al, (filed April 28, 2022 in the U.S. District Court District of Delaware); and Albayrak v. Turgeon, et. al, (filed June 9, 2022 in the U.S. District Court District of Nevada). These putative stockholder derivative actions were filed against Spectrum (as a nominal defendant), certain of Spectrum’s former executive officers and directors. The stockholder derivative complaints allege, inter alia, that certain of Spectrum’s former executive officers are liable to Spectrum, pursuant to Section 10(b) and 21(d) of the Exchange Act for contribution and indemnification, if they are deemed (in the Luo class action), to have made false or misleading statements and failed to disclose material facts about Spectrum’s business and the prospects of approval for its BLA to the FDA for eflapegrastim. The complaints generally but not uniformly further allege that certain of Spectrum’s former officers and directors breached their fiduciary duties, and certain of Spectrum’s former directors negligently violated Section 14(a) of the Exchange Act, by allegedly causing such false or misleading statements to be issued and/or failing to disclose material facts about Spectrum’s business and the prospects of approval for its BLA to the FDA for eflapegrastim. The allegations state that as a result of the violations, certain of Spectrum’s former executive officers and directors committed acts of gross mismanagement, abuse of control, or were unjustly enriched. The plaintiffs generally seek corporate reforms, damages, interest, costs, attorneys’ fees, and other unspecified equitable relief. The parties have agreed to stay these derivative actions until there is a decision in the Luo Nevada securities class action either denying a motion to dismiss in whole or in part, or dismissing that securities class action with prejudice. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS The Company's 401(k) Employee Savings Plan (the “401(k) Plan") is available to U.S. employees meeting certain eligibility criteria. The 401(k) Plan was amended effective January 1, 2022, to make matching contributions in an amount equal to 100% of elective deferral contributions that are not over 5% of compensation. The previous matching contributions amount was equal to 100% of elective deferral contributions that are not over 3% of compensation, plus 50% of elective deferral contributions that are over 3% of compensation but are not over 6% of compensation. The Company may make discretionary matching contributions for employees. The Company recognized expense of $0.4 million and $0.2 million related to its matching contributions made to the 401(k) Plan during the years ended December 31, 2023 and 2022, respectively. The Company's common stock is not an investment option available to participants in the 401(k) Plan. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION For the years ended December 31, 2023 and 2022, stock-based compensation expense of $9.2 million and $7.5 million, respectively, was recognized in Selling, general and administrative expenses in the Company’s Consolidated Statements of Comprehensive (Loss) Income. The recognized tax benefits on total stock-based compensatio n expense was $1.5 million and $0.5 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 , the Company had $4.6 million and $4.0 million of total unrecognized compensation expense related to RSU and stock option grants, respectively, that will both be recognized over a weighted-average vesting period of 1.75 years. 2014 Omnibus Incentive Plan The Company’s 2014 Omnibus Incentive Plan was adopted by the Board of Directors and approved by the shareholders in May 2014, and subsequently amended and restated through May 2023 (so as amended and restated, the “2014 Amended Plan”). The 2014 Amended Plan provides for the grant of stock options, stock appreciation rights, stock awards, cash awards and performance awards to the employees, non-employee directors and consultants of the Company. At December 31, 2023, the number of shares authorized under the 2014 Ame nded Plan was 16,745,000 shares, of which 5,345,943 wer e available for future issuance. Generally, the exercise price of incentive stock options and non-statutory stock options granted under the 2014 Amended Plan must be the fair value of the common stock of the Company on the grant date. The term of incentive and non-statutory s tock options may not excee d 10 years from the date of grant. A stock option shall be exercisable on or after each vesting date in accordance with the terms set forth in the stock option agreement. The right to exercise a stock option generally vests over three years at a rate of 33% annually or ratably in monthly installments over the vesting period. Inducement Incentive Plan Under the Company’s Inducement Incentive Plan adopted by the Board of Directors (the “Inducement Plan”), the Company grants time-based RSUs and stock options to recipients thereof as an inducement material to each respective recipient’s entry into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). These inducement awards are subject to such employee’s continued service relationship with the Company, with terms and conditions substantially identical to the terms and conditions of the 2014 Amended Plan and the award agreements pursuant to which they were granted. The time-based RSUs and options vest on an annual basis over three years beginning on the anniversary of each individual’s applicable employment commencement date. At December 31, 2023, the number of shares authorized under the Inducement Plan was 820,547 shares, of which 449,993 were available for future issuance. Time-Based Stock Options The follow ing table reflects assumptions used to calculate the fair value of time-based stock option grants under the 2014 Amended Plan and the Inducement Plan for the y ears ended December 31, 2023 and 2022 : December 31, 2023 2022 Risk-free interest rate 3.38% — 4.79% 2.84% — 3.85% Dividend yield —% —% Expected option term (in years) 4.0 — 6.0 6.0 Expected stock price volatility 120% — 141% 290% — 284% The weighted-average grant date fair value of time-based stock options granted during the years ended December 31, 2023 and 2022 was $4.35 and $2.29 per opti on share, respectively . There were 133,206 time-based stock options exercised during the year ended December 31, 2023. The total intrinsic value of options exercised during the year ended December 31, 2023 was $0.7 million, and net cash received from stock options exercised during the year ended December 31, 2023 was $0.2 million. Total grant date fair value of options that vested during the years ended December 31, 2023 and 2022 was $1.6 million and $0.8 million, resp ectively. The following tables reflects the time-based stock option activity for the year ended December 31, 2023 (dollar amounts in thousands): Shares Weighted- Weighted- Aggregate Options outstanding as of December 31, 2022 3,270,479 $ 2.62 Options granted 755,680 $ 5.10 Options exercised (133,206) $ 1.50 Options forfeited (77,804) $ 3.96 Options expired (17,330) $ 29.15 Options outstanding as of December 31, 2023 3,797,819 $ 3.00 7.5 $ — Options vested and expected as of vest at December 31, 2023 3,797,819 $ 3.00 7.5 $ — Options exercisable as of December 31, 2023 1,707,697 $ 2.97 7.8 $ — Time-Based Restricted Stock Units The following table reflects the time-based RSU activity for the year ended December 31, 2023 (dollar amounts in thousands): Number of Weighted Weighted Non-vested restricted stock units as of December 31, 2022 2,934,096 $ 2.92 Granted 977,425 $ 4.76 Vested (1,388,011) $ 2.89 Forfeited (63,634) $ 4.57 Non-vested restricted stock units as of December 31, 2023 2,459,876 $ 3.62 0.9 Time-based RSUs generally vest over one l fair value of time-based RSUs that vested during the years ended December 31, 2023 and 2022 was $4.0 million and $4.1 million, respectively. Performance-based Stock Options and Restricted Stock Units During the year ended December 31, 2022, the Company granted 1.0 million performance-based stock options (“Performance Options”) and 1.0 million performance-based RSUs (“Performance RSUs” and collectively with the Performance Options, referred to as “Performance Awards”) to its executive officers under the 2014 Amended Plan. The term of the vested Performance Options may not exceed 10 years from the date of grant. The recipients of the Performance Awards have voting rights and the right to receive a dividend, if applicable, once the underlying shares of common stock have been issued. The fair value of the Performance Awards was determined using a Monte Carlo simulation model which considered a variety of potential future share prices for Assertio. The weighted-average grant date fair value per share of the performance-based RSUs was $2.24 using a risk-free interest rate of 2.84% and contractual term of 3.25 years. The weighted-average grant date fair value per share of the performance-based options was $1.80 using the following key assumptions: (i) weighted-average exercise price of $2.63, (ii) expected stock price volatility of 95.5%, (iii) risk-free interest rate of 2.84%, (iv) expected option term of 3.25 years, and (v) dividend yield of zero percent. The market-based conditions of the Performance Awards were achieved in the first quarter of 2023 . In the second quarter of 2023, the compensation committee of the Company’s Board of Directors elected, under the terms of the Performance RSU grants, to settle approximately 0.3 million of the vested Performance RSUs in cash based on their fair market value on the vesting date, and settle 0.2 million of the vested Performance RSUs in shares of the Co mpany’s common stock. Approximately 0.5 million of the vested Performance RSUs were withheld to settle the employees’ tax liability. During the second quarter of 2023, approximately $2.6 million was paid by the Company to cash settle the Performance RSUs and $3.4 million was paid by the Company to settle the employee’s tax liability, which are included in both Common stock issuance and other impacts of the vesting and settlement of equity awards in the Company’s Consolidated Statements of Shareholders’ Equity, and Payments related to the vesting and settlement of equity awards in the Company’s Consolidated Statements of Cash Flows. All the Performance Options issued remain vested and outstanding as of December 31, 2023 The Company recognized stock-based compensation expense associated with the Performance Awards ratably over the derived service period of one year. The total fair value of Performance Awards that vested during the year ended December 31, 2023 was $4.0 million. Other Equity Incentive Plans The Company’s other equity incentive plans as of December 31, 2023 include the Second Amended and Restated 2004 Equity Incentive Plan (“2004 Plan”) and the Zyla Life Sciences Amended and Restated 2019 Stock-Based Incentive Compensation Plan (the “2019 Zyla Plan”). Neither plan was utilized for new equity grants during the years ended December 31, 2023 and 2022, as they have no more shares available for future issuance. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Issuance of Common Stock in the Spectrum Merger Pursuant to the Merger Agreement, shares of Spectrum common stock issued and outstanding immediately prior to the Effective Date, as well as Spectrum restricted stock units, certain stock appreciation rights, certain options to purchase Spectrum common stock, and warrants to purchase Spectrum common stock, which, in each case, were outstanding immediately prior to the Effective Date and were either vested or became vested as a result of the Spectrum Merger on the Effective Date, were converted into the right to receive fully paid and non-assessable shares of the Company’s common stock based on the exchange ratio as set forth in the Merger Agreement (see Note 2 , Acquisitions) and the CVRs. Accordingly, on the Effective Date the Company issued approximately 38.0 million shares of its common stock to the previous holders of Spectrum common stock, net of a fractional share settlement. Exchanged Convertible Notes In connection with the Convertible Note Exchange (See Note 11, Debt) in the first quarter of 2023, the Company paid an aggregate of $10.5 million in cash and issued an aggregate of approximately 7.0 million shares of its common stock in the transactions. The Company did not receive any cash proceed s from the issuance of the shares of its common stock but recognized additional paid-in capital of $28.3 million during the year ended December 31, 2023 related to the common stock share issuance, net of approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes. At-The-Market Program During the year ended December 31, 2022, 2.5 million shares of the Company’s common stock had been issued and settled at an average price of $3.02 under an at-the-market (“ATM”) offering program, through which the Company received gross proceeds of $7.4 million, and net proceeds after commission and fees of $7.0 million. The Company suspended use of the ATM offering program as a result of the issuance of the 2027 Convertible Notes (See Note 11, Debt) and the ATM offering program has since expired. Warrant Agreements Upon the Zyla Merger, the Company assumed Zyla’s outstanding warrants, which provided the holder the right to receive shares of the Company’s common stock. The warrants were exercisable at any time at an exercise price of $0.0016 per share, subject to certain ownership limitations including, with respect to Iroko Pharmaceuticals, Inc. and its affiliates, that no such exercise may increase the aggregate ownership of the Company’s outstanding common stock of such parties above 49% of the number of shares of its common stock then outstanding for a period of 18 months. During the year ended December 31, 2022 , 0.4 million warrants were exercised and 0.4 million common shares were issued by the Company. Subsequent to these warrant exercises, there w ere no outstanding warrants remaining. Option Exercises Employees exerc ised options to purchase 133,206 shares of the Company’s common stock during the year ended December 31, 2023, with $0.2 million of net proceeds to the Company. Employees exercised options to purchase 22,631 shares of the Company’s common stock during the year ended December 31, 2022, with an immaterial |
NET (LOSS) INCOME PER SHARE
NET (LOSS) INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER SHARE | NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period, plus potentially dilutive common shares, consisting of stock-based awards and equivalents, and convertible debt. For purposes of this calculation, stock-based awards and convertible debt are considered to be potential common shares and are only included in the calculation of diluted net (loss) income per share when their effect is dilutive. The Company uses the treasury-stock method to compute diluted earnings per share with respect to its stock-based awards and equivalents. The Company uses the if-converted method to compute diluted earnings per share with respect to its convertible debt. Under the if-converted method, the Company assumes any convertible debt outstanding was converted at the beginning of each period presented when the effect is dilutive. As a result, interest expense, net of tax, and any other income statement impact associated with the 2027 Convertible Notes, net of tax, is added back to net (loss) income used in the diluted earnings per share calculation. Additionally, the diluted shares used in the diluted earnings per share calculation includes the potential dilution effect of the convertible debt if converted into the Company’s common stock. For the year ended December 31, 2022, the Company’s potentially dilutive stock-based awards and convertible debt were included in the computation of diluted net income per share. However, as the Company was in a net loss position for the year ended December 31, 2023, the Company’s potentially dilutive stock-based awards and convertible debt were not included in the computation of diluted net loss per share, because to do so would be anti-dilutive. The following table reflects the calculation of basic and diluted (loss) income per common share for the years ended December 31, 2023 and 2022 (in thousands, except for per share amounts): Year ended December 31, 2023 2022 Basic net (loss) income per share Net (loss) income $ (331,942) $ 109,625 Weighted-average common shares and warrants outstanding 71,031 47,004 Basic net (loss) income per share $ (4.67) $ 2.33 Diluted net (loss) income per share Net (loss) income $ (331,942) $ 109,625 Add: Convertible debt interest expense and fair value adjustment, net of tax — 1,560 Adjusted net (loss) income (331,942) 111,185 Weighted-average common shares and share equivalents outstanding 71,031 47,004 Add: effect of dilutive stock-based awards and equivalents — 1,530 Add: effect of dilutive convertible debt under if-converted method — 6,135 Denominator for diluted (loss) income per share 71,031 54,669 Diluted net (loss) income per share $ (4.67) $ 2.03 The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net (loss) income per share for the years ended December 31, 2023, and 2022, because to do so would be anti-dilutive (in thousands): Year ended December 31, 2023 2022 Convertible notes 10,932 — Stock-based awards and equivalents 7,474 836 Total potentially dilutive common shares 18,406 836 |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following tables reflect the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Financial Statement Classification Level 1 Level 2 Level 3 Total Assets: U.S. Treasuries Cash and cash equivalents $ — $ 35,458 $ — $ 35,458 U.S. Government agencies Cash and cash equivalents — 3,294 — 3,294 Money market funds Cash and cash equivalents 32,534 — — 32,534 Total $ 32,534 $ 38,752 $ — $ 71,286 Liabilities: Short-term contingent consideration Contingent consideration, current portion $ — $ — $ 2,700 $ 2,700 Derivative liability Long-term debt — — 308 308 Total $ — $ — $ 3,008 $ 3,008 December 31, 2022 Financial Statement Classification Level 1 Level 2 Level 3 Total Assets: Commercial paper Cash and cash equivalents $ — $ 4,983 $ — $ 4,983 U.S. Treasuries Cash and cash equivalents 3,981 3,981 U.S. Government agencies Cash and cash equivalents 10,937 10,937 Money market funds Cash and cash equivalents 38,478 — — 38,478 Total $ 38,478 $ 19,901 $ — $ 58,379 Liabilities: Short-term contingent consideration Contingent consideration, current portion $ — $ — $ 26,300 $ 26,300 Long-term contingent consideration Contingent consideration — — 22,200 22,200 Derivative liability Long-term debt — — 252 2 252 Total $ — $ — $ 48,752 $ 48,752 Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of purchase of three months or less to be cash equivalents. The Company invests its cash in money market funds and marketable securities including U.S. Treasury and government agency securities, commercial paper, and higher quality debt securities of financial and commercial institutions. The Company classified money market funds as Level 1, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The Company classified commercial paper, U.S. Treasury and government agency securities as Level 2, as the inputs used to value these instruments are directly observable or can be corroborated by observable market data for substantially the full term of the assets. Contingent Consideration Obligation Spectrum Merger Contingent Value Rights Pursuant to the Spectrum Merger, the Company issued CVRs (See Note 2 , Acquisitions) that represent a contingent consideration obligation which is measured at fair value. The initial fair value of the CVR contingent consideration obligation determined as of the Effective Date was $3.9 million . As of December 31, 2023, the fair value of the Company’s CVR contingent consideration obligation was determined by the Company to be zero. Accordingly, during the year ended December 31, 2023, the Company recognized a benefit of $3.9 million for the change in fair value of the CVRs, which was recognized in Change in fair value of contingent consideration in the Company’s Consolidated Statements of Comprehensive (Loss) Income. The fair value of the CVRs is determined using a Monte Carlo simulation model under the income approach based on the probability of achievement of ROLVEDON net sales milestones using projections of 2024 and 2025 net sales and discounted to present value. The significant assumptions used in the calculation of the fair value as of December 31, 2023 included the discount rate of 18.0% and updated projections of future ROLVEDON product net sales, which resulted in no probability of achievement under the Monte Carlo simulation. Zyla Merger Contingent Consideration Obligation Pursuant to the Zyla Merger, the Company assumed a contingent consideration obligation which is measured at fair value. The Company has obligations to make contingent consideration payments for future royalties to an affiliate of CRG based upon annual INDOCIN product net sales over $20.0 million at a 20% royalty through January 2029. The Company classified the acquisition-related contingent consideration obligations to be settled in cash as Level 3, due to the lack of relevant observable inputs and market activity. As of December 31, 2023 and December 31, 2022, the INDOCIN product contingent consideration obligation was $2.7 million and $48.5 million, respectively, with $2.7 million and $26.3 million classified as short-term and zero and $22.2 million classified as long-term contingent consideration obligations, respectively, in the Consolidated Balance Sheets. During the years ended December 31, 2023 and 2022, the Company recognized a benefit of $21.6 million and an expense of $18.7 million, respectively, for the change in fair value of contingent consideration obligation incurred in the Zyla Merger, which was recognized in Change in fair value of contingent consideration in the Company’s Consolidated Statements of Comprehensive (Loss) Income. The fair value of the contingent consideration obligation incurred in the Zyla Merger is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029, and discounted to present value. The significant assumptions used in the calculation of the fair value as of December 31, 2023 included revenue volatility of 15%, discount rate of 5.5%, credit spread of 9.2%, and updated projections of future INDOCIN product revenues. The following table summarizes changes in fair value of the Company’s contingent consideration obligations that is measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023, and 2022 (in thousands): December 31, 2023 2022 Fair value, beginning of the period $ 48,500 $ 37,659 Fair value of contingent consideration incurred in Spectrum Merger 3,932 — Change in fair value of contingent consideration recorded within costs and expenses (25,538) 18,687 Cash payment related to contingent consideration (24,194) (7,846) Fair value, end of the period $ 2,700 $ 48,500 Derivative Liability The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. The estimated fair value of the derivative liability, which represents a Level 3 valuation , was determined using a binomial lattice model using certain assumptions and consideration of an increased conversion ratio on the underlying convertible notes that could result from the occurrence of certain events. The significant assumption used in the binomial lattice model is a credit spread of 8.8%. The following table summarizes the change in fair value of the derivative liability that is measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and December 31, 2022 (in thousands): Year ended December 31, 2023 2022 Fair value, beginning of the period $ 252 $ — Initial fair value of derivative liability recognized — 252 Change in fair value of derivative liability recorded within Other (loss) gain 56 — Fair value, end of the period $ 308 $ 252 Financial Instruments Not Required to be Remeasured at Fair Value The Company’s other financial assets and liabilities are not remeasured to fair value, as the carrying cost of each approximates its fair value. As of December 31, 2023, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion feature, was approximately $35.7 million, compared to a par value o f $40.0 million. A s of December 31, 2022, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $92.5 million, compared to a par value o f $70.0 million. T he Company estimated the fair value of its 2027 Convertible Notes as of December 31, 2023 and December 31, 2022 based on a market approach which uses Level 2 inputs. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table reflects Net (loss) income before income taxes by source for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 U.S. $ (254,054) $ 30,734 Outside the U.S. — 432 Net (loss) income before income taxes $ (254,054) $ 31,166 The following table reflects the provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Current: Federal $ 829 $ 1,023 State 858 893 Total current taxes $ 1,687 $ 1,916 Deferred: Federal $ 62,883 $ (61,077) State 13,318 (19,298) Total deferred taxes 76,201 (80,375) Total provision (benefit) for income taxes $ 77,888 $ (78,459) The following table reflects a reconciliation of income taxes at the statutory federal income tax rate to the actual tax rate included in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Tax at federal statutory rate $ (53,352) $ 6,545 State tax, net of federal benefit (8,217) 1,358 Disallowed officers' compensation 938 829 Non-deductible transaction cost 969 — Stock-based compensation (361) 1,998 Change in valuation allowance 136,766 (89,251) Uncertain tax provisions 211 198 Tax return benefit 1,848 — State deferred change (1,299) — Return to provision — (171) Other 385 35 Total tax provision (benefit) $ 77,888 $ (78,459) During the year ended December 31, 2023, the Company recorded an income tax expense of $77.9 million, principally due to the recording of a full valuation allowance in the current year. As part of its valuation allowance assessment as of December 31, 2023, the Company was no longer able to rely on its projected availability of future taxable income from pre-tax income forecasts. As such, the Company primarily relied on its reversing taxable temporary differences to assess its valuation allowance, which resulted in recording of the full valuation allowance for the year ended December 31, 2023. The current year income tax provision also includes the valuation allowance for utilization of the Company’s deferred tax assets (“DTA”) to offset the deferred tax liabilities (“DTL”) of Spectrum recorded through acquisition accounting. During the year ended December 31, 2022, the Company recorded an income tax benefit of $78.5 million, principally due to the reversal of previously recorded valuation allowances. During the year ended December 31, 2022, we reversed a majority of our previously recorded valuation allowances against the net deferred tax asset based on our assessment of the availability of future taxable income from pre-tax income forecasts and the reversal of taxable temporary differences. Utilization of the Company’s net operating loss and credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Deferred income taxes reflect the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table reflects significant components of the Company’s deferred income taxes as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating losses $ 244,628 $ 67,927 Tax credit carryforwards 18,918 1,362 Intangible assets 6,849 — Stock-based compensation 2,394 1,529 Operating lease liabilities 587 96 Reserves and other accruals not currently deductible 19,774 22,519 Section 174 R&D Capitalization 12,224 — Disallowed interest carryforward 10,443 12,060 Other assets 1,017 — Total deferred tax assets 316,834 105,493 Valuation allowance for deferred tax assets (316,467) (12,524) $ 367 $ 92,969 Deferred tax liabilities: Intangible assets $ — $ (12,554) Fixed assets (53) (180) Operating lease right-of-use assets (314) (33) Net deferred tax asset $ — $ 80,202 During the year ended December 31, 2023, the Company recorded a full valuation allowance of $316.5 million to offset, in full, the benefit related to its net deferred tax assets as of December 31, 2023 because the realization of future benefit is uncertain. The Company reviewed both positive evidence such as, but not limited to, the projected availability of future taxable income and negative evidence such as the history of cumulative losses in recent years. As part of its valuation allowance assessment, the Company primarily relied on the reversal of existing taxable temporary differences to be considered as positive evidence in analyzing future use of existing deferred tax assets as the Company is now forecasting losses due to the acquisition of Spectrum and the impairment of intangible assets. No indefinite DTLs were identified as part of the valuation allowance assessment, nor are there years in which DTL reversals are expected to exceed DTA reversals that might suggest a net DTL is required after a valuation allowance is recorded. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis and assess whether an additional reserve or a release of the valuation allowance is required in future periods. The valuation allowance increased $303.9 million to $316.5 million during the year ended December 31, 2023, and decreased $89.3 million to $12.5 million during the year ended December 31, 2022. As of December 31, 2023, the Company had federal NOLs of $839.1 million with no expiration, and $267.4 million expiring between 2033 and 2036. NOL carryforwards for state income tax purposes are $231.2 million, which begin to expire in 2026. The Company also had federal and state credit carryforwards of $18.9 million, which begin to expire in 2033. Utilization of the Company’s NOL and credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company does not have any significant federal or state tax examinations in process as of December 31, 2023. The federal and state statute of limitations remains open primarily for the 2017 through 2022 tax years. The California statute of limitations is open for the 2007 through 2022 tax years. The following table reflects activity related to the Company’s unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): Unrecognized tax benefits—December 31, 2021 $ 4,101 Increases related to current year tax positions — Changes in prior year tax positions — Decreases related to lapse of statutes — Unrecognized tax benefits—December 31, 2022 $ 4,101 Increases related to current year tax positions — Increase related to current year acquisition 3,641 Changes in prior year tax positions — Decreases related to lapse of statutes — Unrecognized tax benefits—December 31, 2023 $ 7,742 The total amount of unrecognized tax benefit that would affect the effective tax rate is $7.7 million and $4.1 million as of December 31, 2023 and December 31, 2022, respectively. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. |
SCHEDULE II_ VALUATION AND QUAL
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Description Balance at Charged as a Deductions (1) Balance at End of Year (2) Sales & return allowances, discounts, chargebacks and rebates: Year ended December 31, 2023 $ 50,312 84,340 (75,606) $ 59,046 Year ended December 31, 2022 $ 53,600 103,371 (106,659) $ 50,312 Description Balance at Additions Deductions Balance at Deferred tax asset valuation allowance: December 31, 2023 (3) $ 12,524 $ 303,943 $ — $ 316,467 December 31, 2022 (4) $ 101,775 $ — $ (89,251) $ 12,524 (1) Deductions to sales discounts and allowances relate to discounts or allowances, returns, chargebacks and rebates actually taken or paid. (2) Balance includes allowances for cash discounts for prompt payment of $0.9 million as of both December 31, 2023 and 2022, which are recognized in Accounts receivable, net on the Company’s Consolidated Balance Sheets. (3) The Company increased the valuation allowance by $303.9 million during 2023. The significant increase is primarily attributable to the uncertainty in the projected availability of future taxable income from pre-tax income forecasts and reversing taxable temporary differences. (4) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ (331,942) | $ 109,625 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) and U.S. Securities and Exchange Commission (“SEC”) regulations for annual reporting. Certain amounts in prior periods have been reclassified to conform with current period presentation. In connection with the preparation of the financial statements for the year ended December 31, 2023, the Company evaluated whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to the entity's ability to continue as a going concern within twelve months after the date of the issuance of these financial statements, noting that there did not appear to be evidence of substantial doubt of the entity's ability to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used when accounting for amounts recorded in connection with acquisitions, including initial fair value determinations of assets and liabilities as well as subsequent fair value measurements. Additionally, estimates are used in determining items such as product returns, rebates, the evaluation of impairment of intangible assets, the fair value of contingent consideration obligations, and income taxes. Although management believes these estimates are based upon reasonable assumptions within the bounds of its knowledge of the Company, actual results could differ materially from these estimates. |
Segment Information | Segment Information The Company manages its business within one reportable segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. To date, substantially all of the Company’s revenues from product sales are related to sales in the U.S. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment. To date, the Company has not recorded an allowance for estimated expected credit losses since the majority of its product revenue comes from sales to a limited number of financially sound companies who have historically paid their balances timely. The need for an allowance for estimated expected credit losses is evaluated each reporting period based on the Company’s assessment of the creditworthiness of its customers or any other potential circumstances that could result in an allowance for estimated expected credit losses. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined by specific manufactured lot. Inventories consist of costs of the active pharmaceutical ingredient, contract manufacturing and packaging costs. Additionally, the Company writes off the value of inventory for potentially excess, dated or obsolete inventories based on an analysis of inventory on hand and projected demand. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, as follows: Furniture and office equipment 3 - 5 years Machinery and equipment 5 - 7 years Laboratory equipment 3 - 5 years Leasehold improvements Shorter of estimated useful life or lease term |
Intangible Assets and Impairment of Long-lived Assets | Intangible Assets Intangible assets consist mostly of product rights that are accounted for as definite-lived intangible assets subject to amortization. The Company determines the fair value of acquired intangible assets as of the acquisition date. Discounted cash flow models are typically used in these valuations, which require the use of significant estimates and assumptions, including but not limited to, developing appropriate discount rates and estimating future cash flows from product sales and related expenses. The fair value recorded is amortized on a straight-line basis over the estimated useful life of the asset. The Company estimates the useful life of the assets by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic and generic competition for the same or similar indication, and other related factors. Impairment of Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Pursuant to Accounting Standards Codification (“ASC”) 360, Impairment Testing: Long Lived Assets Classified as Held and Used (“ASC 360”) , the Company groups its long-lived assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. The Company estimates the future net undiscounted cash flows expected to be generated from the use of the long-lived asset group and its eventual disposition. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment loss is calculated as the excess of the carrying amount over the fair value. |
Acquisitions | Acquisitions The Company accounts for acquired businesses using the acquisition method of accounting under ASC 805, Business Combinations (“ASC 805”), which requires that assets acquired and liabilities assumed be recorded at date of acquisition at their respective fair values. The fair value of the consideration paid, including contingent consideration, is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Significant judgments are used in determining the estimated fair values assigned to the assets acquired and liabilities assumed and in determining estimates of useful lives of long-lived assets. Fair value determinations and useful life estimates are based on, among other factors, estimates of expected future net cash flows, estimates of appropriate discount rates used to calculate the present value of expected future net cash flows, the assessment of each asset’s life cycle, and impact of competitive trends on each asset’s life cycle, and other factors. These judgments can materially impact the estimates used to allocate acquisition date fair values to assets acquired and liabilities assumed and the resulting timing and amounts charged to, or recognized in current and future operating results. For these and other reasons, actual results may vary significantly from estimated results. Any changes in the fair value of contingent consideration resulting from a change in the underlying inputs is recognized in operating expenses until the contingent consideration arrangement is settled. Changes in the fair value of contingent consideration resulting from the passage of time are recorded within interest expense until the contingent consideration is settled. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the cost to acquire the group of assets, including transaction costs, is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. In addition, amounts allocated to acquired in-process research and development with no alternative future use is charged to expense at the acquisition date. |
Revenue Recognition | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when its customer obtains control of the promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation, when (or as) the performance obligation is satisfied. The Company assesses the term of the contract based upon the contractual period in which the Company has enforceable rights and obligations. Variable consideration arising from sales or usage-based royalties, promised in exchange for a license of the Company’s intellectual property, is recognized at the later of (i) when the subsequent product sales occur or (ii) the performance obligation, to which some or all of the sales-based royalty has been allocated, has been satisfied. The Company recognizes a contract asset relating to its conditional right to consideration for completed performance obligations. Accounts receivable are recorded when the right to consideration becomes unconditional. A contract liability is recorded in Other Current Liabilities on the Consolidated Balance Sheets for payments received in advance of the related performance obligation being satisfied under the contract. Product Sales The Company sells commercial products to wholesale distributors and specialty pharmacies. Product sales revenue is recognized when title has transferred to the customer and the customer has assumed the risks and rewards of ownership, which typically occurs upon delivery to the customer. The Company’s performance obligation is to deliver product to the customer, and the performance obligation is completed upon delivery. The transaction price consists of a fixed invoice price and variable product sales allowances, which include rebates, discounts and returns. Product sales revenues are recorded net of applicable sales tax and reserves for these product sales allowances. Receivables related to product sales are typically collected one to two months after delivery. Receivables may also include customer deductions for returns and chargebacks that are pending Company validation. The Company considers product sales allowances to be variable consideration and estimates and recognizes product sales allowances as a reduction of product sales in the same period the related revenue is recognized. Product sales allowances are based on actual or estimated amounts owed on the related sales. These estimates take into consideration the terms of the Company’s agreements with customers, historical product returns, rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product and specific known market events, such as competitive pricing and new product introductions. The Company uses the most likely method in estimating product sales allowances. If actual future results vary from the Company’s estimates, the Company may need to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. The Company’s product sales allowances include: Product Returns - The Company allows customers to return product for credit with respect to that product within six months before and up to twelve months after its product expiration date. The Company estimates product returns and associated credit based on historical return trends by product or by return trends of similar products, taking into consideration the shelf life of the product at the time of shipment, shipment and prescription trends, estimated distribution channel inventory levels and consideration of the introduction of competitive products. The Company does not assume financial responsibility for returns of any of its currently marketed products if those returns relate to sales of that product prior to the period of the Company’s ownership of the respective product. For products the Company has divested, it is only financially responsible for product returns of products sold by the Company, which are identified by specific lot numbers. Shelf lives, from the respective manufacture dates, for the Company’s products range from 24 months to 48 months. Because of the shelf life of the Company’s products and its return policy of issuing credits with respect to product that is returned within six months before and up to 12 months after its product expiration date, there may be a significant period of time between when the product is shipped and when the Company issues credit on a returned product. Accordingly, the Company may have to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustments. Managed Care Rebates - The Company offers discounts under contracts with certain managed care providers. The Company generally pays managed care rebates one Commercial Rebate - The Company offers certain group purchasing organization (“GPO”) rebates for end-user purchases made under contractual rebate percentage tier programs. Commercial rebates are based on (i) an estimate of end-user purchases through a GPO, (ii) the corresponding contractual rebate percentage tier expected to be achieved by each GPO, and (iii) an estimate of the impact of any prospective rebate program changes made. We generally pay commercial rebates two to twelve months after qualifying purchases are made. The Company generally pays commercial rebates two to twelve months after qualifying purchases are made. Government Rebates - The Company offers discounted pricing or rebates on purchases of pharmaceutical products under various federal and state healthcare programs, including Centers for Medicare and Medicaid Services’ Medicaid Drug Rebate Program and Medicare Part B Program and Medicare Part D Coverage Gap Discount Programs. The Company generally pays government rebates three to twelve months after prescriptions subject to the rebate are filled. These rebates are subject to the Company’s active participation in the respective programs. Wholesaler and Pharmacy Discounts—The Company offers contractually determined discounts to certain wholesale distributors and specialty pharmacies that purchase directly from it. These discounts are either taken off invoice at the time of shipment or paid to the customer on a quarterly basis one Prompt Pay Discounts - The Company offers cash discounts to its customers (generally 2% of the sales price) as an incentive for prompt payment. Based on the Company’s experience, the Company expects its customers to comply with the payment terms to earn the cash discount. Patient Discount Programs - The Company offers patient discount co-pay assistance programs in which patients receive certain discounts off their prescriptions at participating retail and specialty pharmacies. The discounts are reimbursed by the Company to program administrators approximately one month after the prescriptions subject to the discount are filled. Chargebacks - The Company provides discounts to authorized users of the U.S. Department of Veterans Affairs’ Federal Supply Schedule Program and the Health Resources and Services Administrations’ 340B Drug Pricing Program. These federal and 340B entities purchase products from the wholesale distributors at a discounted price, and the wholesale distributors then charge back to the Company the difference between the current retail price and the price the federal entity paid for the product. These discounts are subject to the Company’s active participation in the respective programs. All of the Company’s product sales allowances are included in Accrued rebates, returns and discounts at the Consolidated Balance Sheets, except for prompt pay discounts, which are included as a reduction in Accounts receivable, net, at the Consolidated Balance Sheets. Royalties and Milestone Revenue For arrangements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). The Company currently has the right to receive royalties based on sales of CAMBIA in Canada, which are recognized as revenue when the related sales occur as there are no continuing performance obligations by the Company under those agreements. For arrangements that include milestones, the Company recognizes such revenue using the most likely method. At the end of each reporting period, the Company re-evaluates the probability or achievement of any potential milestone and any related constraints, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. |
Contingent Consideration Obligations | Contingent Consideration Obligations In connection with the Spectrum Merger, the Company issued contingent value rights (“CVRs”) that represent a contingent consideration obligation which is measured at fair value. See Note 2 , Acquisitions for further details. In connection with the Company’s merger with Zyla Life Sciences (“Zyla”) in May 2020 (the “Zyla Merger”), the Company assumed a contingent consideration obligation which is measured at fair value. The Company has an obligation to make contingent consideration payments for future royalties to an affiliate of CR Group L.P. (“CRG”) based upon annual INDOCIN product net sales over $20.0 million at a 20% royalty through January 2029. The fair value of the contingent consideration incurred in the Zyla Merger is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029 and discounted to present value. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. |
Leases | Leases In accordance with ASC 842, Leases, the Company assesses contracts for lease arrangements at inception. Operating right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date equal to the present value of future lease payments using the implicit, if readily available, or incremental borrowing rate based on the information readily available at the commencement date. ROU assets include any lease payments as of commencement and initial direct costs but exclude any lease incentives. Lease and non-lease components are generally accounted for separately and the Company recognizes operating lease expense straight-line over the term of the lease. The Company accounts for operating leases with an initial term of twelve months or less on a straight-line basis over the lease term in the Consolidated Statements of Comprehensive (Loss) Income. ROU assets and liabilities are not recorded for these leases. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation generally includes time-based restricted stock units (“RSU”) and options, as well as performance-based RSUs and options. The Company accounts for forfeitures as they occur for each type of award. Stock-based compensation expense related to time-based RSUs is based on the market value of the underlying stock on the date of grant and the related expense is recognized ratably over the requisite service period. The Company uses the Black-Scholes option valuation model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option valuation model is affected by the Company’s stock price as well as assumptions, which include the expected term of the award, the expected stock price volatility, risk-free interest rate, and expected dividends over the expected term of the award. The Company uses historical option exercise data to estimate the expected term of the options. The Company estimates the volatility of its common stock price by using the historical volatility over the expected term of the options. The Company bases the risk-free interest rate on U.S. Treasury zero coupon issues with terms similar to the expected term of the options as of the date of grant. The Company does not anticipate paying any cash dividends in the foreseeable future, and therefore, uses an expected dividend yield of zero in the option valuation model. For performance-based RSUs and options granted with vesting subject to market conditions, the fair value of the award is determined at grant date using the Monte Carlo model, and expense is recognized ratably over the requisite service period regardless of whether or not the market condition is satisfied. The Monte Carlo valuation model considers a variety of potential future scenarios under the market condition vesting criteria, including but not limited to share prices for Assertio and our peer companies in a selected market index. |
Advertising Costs | Advertising Costs |
Restructuring | Restructuring The Company accounts for restructuring costs in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”) and ASC 712, Compensation - Nonretirement Postemployment Benefits |
Income Taxes | Income Taxes The Company records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in its Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. The Company follows the guidelines set forth in the applicable accounting guidance regarding the recoverability of any tax assets recorded on the Consolidated Balance Sheets and provides any necessary allowances as required. Determining necessary allowances requires the Company to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities. When it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future, the deferred tax assets are reduced by a valuation allowance. The valuation allowance is sufficient to reduce the deferred tax assets to the amount determined is more likely than not to be realized. The Company is subject to examination of its income tax returns by various tax authorities on a periodic basis. The Company regularly assesses the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of its provision for income taxes. The Company has applied the provisions of the applicable accounting guidance on accounting for uncertainty in income taxes, which requires application of a more‑likely‑than‑not threshold to the recognition and derecognition of uncertain tax positions. If the recognition threshold is met, the applicable accounting guidance permits the Company to recognize a tax benefit measured at the largest amount of tax benefit that, in its judgment, is more than 50% likely to be realized upon settlement. It further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the period of such change. The Company recognizes tax liabilities in accordance with ASC Topic 740, Income Taxes (“ASC 740”), and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. |
Concentration of Risk | Concentration of Risk |
Recently Adopted and Recently Issued Accounting Pronouncements | Re cently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company adopted ASU 2021-08 on January 1, 2023 and determined that it had no impact on the accounting for its business combinations. Re cently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures ("ASU 2023-09") , which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Useful Lives of Property and Equipment | Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, as follows: Furniture and office equipment 3 - 5 years Machinery and equipment 5 - 7 years Laboratory equipment 3 - 5 years Leasehold improvements Shorter of estimated useful life or lease term |
Schedule of Revenue and Accounts Receivable Customer Concentration Risk | The three large, national wholesale distributors represent the vast majority of the Company’s business and represented the following percentage of consolidated revenue by customer and the percentage of accounts receivable by customer related to product shipments for the years ended December 31, 2023 and 2022. Consolidated revenue Accounts receivable related to product sales Year Ended December 31, Year Ended December 31, 2023 2022 2023 2022 AmerisourceBergen Corporation 35 % 28 % 57 % 21 % McKesson Corporation 21 % 28 % 12 % 25 % Cardinal Health 18 % 23 % 14 % 42 % Other significant customer 10 % 4 % 10 % 4 % All others 16 % 17 % 7 % 8 % Total 100 % 100 % 100 % 100 % |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 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 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) |
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 do es 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 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Revenue | The following table reflects summary revenue, net for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Product sales, net: ROLVEDON $ 18,175 $ — INDOCIN products 87,217 100,338 Sympazan 9,938 1,768 Otrexup 12,026 11,148 SPRIX 9,150 9,110 CAMBIA 8,070 24,720 Zipsor 3,460 3,364 Other products 1,415 4,673 Total product sales, net 149,451 155,121 Royalties and milestone revenue 2,433 2,403 Other revenue 185 (1,290) Total revenues $ 152,069 $ 156,234 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The following table reflects the components of inventory, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Raw materials $ 10,537 $ 1,367 Work-in-process 2,239 2,735 Finished goods 24,910 9,594 Total inventories, net $ 37,686 $ 13,696 |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | The following table reflects prepaid and other current assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Prepaid assets and deposits $ 11,973 $ 8,268 Other current assets 299 — Total prepaid and other current assets $ 12,272 $ 8,268 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table reflects property and equipment, net as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Furniture and office equipment $ 1,908 $ 1,712 Laboratory equipment 20 20 Leasehold improvements 2,945 2,945 Construction in progress 528 — 5,401 4,677 Less: Accumulated depreciation (4,631) (3,933) Property and equipment, net $ 770 $ 744 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets and Goodwill | The following table reflects the gross carrying amounts and net book values of intangible assets as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 Product rights Remaining Gross Accumulated Impairment Net Book Gross Accumulated Net Book ROLVEDON 9.6 $ 220,500 $ (5,270) $ (157,095) $ 58,135 $ — $ — $ — INDOCIN 2.0 154,100 (44,814) (88,494) 20,792 154,100 (33,495) 120,605 Sympazan 10.8 14,550 (1,415) — 13,135 14,550 (202) 14,348 Otrexup 6.0 44,086 (10,103) (27,723) 6,260 44,086 (5,511) 38,575 SPRIX 3.4 39,000 (19,663) (6,327) 13,010 39,000 (14,532) 24,468 Total Intangible Assets $ 472,236 $ (81,265) $ (279,639) $ 111,332 $ 251,736 $ (53,740) $ 197,996 |
Schedule of the Future Amortization Expenses of Intangible Assets | The following table reflects future amortization expense the Company expects for its intangible assets (in thousands): Year Ending December 31, Estimated 2024 $ 22,526 2025 22,526 2026 12,130 2027 9,909 2028 8,322 Thereafter 35,919 Total $ 111,332 |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Long-Term Assets | The following table reflects other long-term assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Operating lease right-of-use assets $ 1,269 $ 137 Prepaid asset and deposits 1,289 1,607 Other 697 965 Total other long-term assets $ 3,255 $ 2,709 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | The following table reflects accrued liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Accrued compensation $ 2,438 $ 3,117 Accrued restructuring (See Note 13 ) 4,378 — Other accrued liabilities 9,492 6,561 Taxes payable — — Interest payable 867 1,593 Accrued royalties 1,038 910 Total accrued liabilities $ 18,213 $ 12,181 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following table reflects the Company’s debt as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 6.5% Senior Convertible Notes due 2027 $ 40,000 $ 70,000 Royalty Rights obligation — 470 Total principal amount 40,000 70,470 Plus: derivative liability for embedded conversion feature 308 252 Less: unamortized debt issuance costs (1,794) (3,849) Carrying value 38,514 66,873 Less: current portion of long-term debt — (470) Long-term debt, net $ 38,514 $ 66,403 |
Schedule of Carrying Values Convertible Notes | The following table reflects the carrying balance of the 2027 Convertible Notes as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Principal balance $ 40,000 $ 70,000 Derivative liability for embedded conversion feature 308 252 Unamortized debt issuance costs (1,794) (3,849) Carrying balance $ 38,514 $ 66,403 |
Schedule of Debt Related Interest | The following table reflects debt-related interest included in Interest expense in the Company’s Consolidated Statements of Comprehensive (Loss) Income as of December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Interest on 2027 Convertible Notes $ 2,925 $ 1,592 Interest on 2024 Secured Notes — 6,065 Amortization of Royalty Rights (1) — 68 Amortization of debt issuance costs 455 236 Total interest expense $ 3,380 $ 7,961 (1) As a result of the extinguishment of the Royalty Rights obligation, there will be no additional amortization expense recognized in future periods. |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-term Liabilities | The following table reflects other long-term liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 ROLVEDON product royalties $ 9,224 $ — Noncurrent operating lease liabilities 1,470 — Liability for uncertain tax provisions 4,553 4,269 Deferred employee retention credits 1,212 — Total other long-term liabilities $ 16,459 $ 4,269 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table reflects total expenses related to restructuring activities recognized within the Consolidated Statement of Comprehensive (Loss) Income as Restructuring charges for year ended December 31, 2023 (in thousands): Year ended December 31, 2023 Employee compensation costs $ 4,068 Facility exit costs 1,281 Other costs 127 Total restructuring costs $ 5,476 |
Schedule of Accrued Restructuring and Severance Costs | The following table summarizes the changes in the Company’s accrued restructuring liability for employee compensation costs, which is classified within Accrued liabilities in the Consolidated Balance Sheet as of December 31, 2023 (in thousands): Employee compensation costs Balance as of December 31, 2022 $ — Restructuring accrual assumed in Spectrum Merger (See Note 2 ) 7,508 Net accrual additions 4,068 Cash paid (7,198) Balance as of December 31, 2023 $ 4,378 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense | Year ended December 31, Financial Statement Classification 2023 2022 Operating lease cost Selling, general and administrative expenses $ 229 $ 158 Operating lease cost Other gain (loss) — 541 Total lease cost $ 229 $ 699 Sublease income Other gain (loss) $ — $ 1,223 The following table reflects supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Cash paid for amounts included in measurement of liabilities: Operating cash flows used in operating leases $ 717 $ 1,983 December 31, 2023 2022 Weighted-average remaining lease term (years): Operating leases 4.6 1.0 Weighted-average discount rate: Operating leases 5.7 % 11.1 % |
Schedule of Supplemental Balance Sheet Information | The following table reflects supplemental balance sheet information related to leases as of December 31, 2023 and 2022 (in thousands): December 31, Financial Statement Classification 2023 2022 Assets Operating lease right-of-use assets Other long-term assets $ 1,269 $ 137 Liabilities Current operating lease liabilities Other current liabilities $ 928 $ 401 Noncurrent operating lease liabilities Other long-term liabilities 1,470 — Total lease liabilities $ 2,398 $ 401 |
Schedule of Maturity of Lease Liabilities | The following table reflects future minimum lease payments under the Company’s non-cancelable operating leases as of December 31, 2023 (in thousands): Lease Payments 2024 $ 1,074 2025 412 2026 307 2027 243 2028 253 Thereafter 537 Total lease payments $ 2,826 Less: Interest 428 Present value of lease liabilities $ 2,398 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used to Calculate the Fair Value of Option Grants | The follow ing table reflects assumptions used to calculate the fair value of time-based stock option grants under the 2014 Amended Plan and the Inducement Plan for the y ears ended December 31, 2023 and 2022 : December 31, 2023 2022 Risk-free interest rate 3.38% — 4.79% 2.84% — 3.85% Dividend yield —% —% Expected option term (in years) 4.0 — 6.0 6.0 Expected stock price volatility 120% — 141% 290% — 284% |
Schedule of the Options Activity | The following tables reflects the time-based stock option activity for the year ended December 31, 2023 (dollar amounts in thousands): Shares Weighted- Weighted- Aggregate Options outstanding as of December 31, 2022 3,270,479 $ 2.62 Options granted 755,680 $ 5.10 Options exercised (133,206) $ 1.50 Options forfeited (77,804) $ 3.96 Options expired (17,330) $ 29.15 Options outstanding as of December 31, 2023 3,797,819 $ 3.00 7.5 $ — Options vested and expected as of vest at December 31, 2023 3,797,819 $ 3.00 7.5 $ — Options exercisable as of December 31, 2023 1,707,697 $ 2.97 7.8 $ — |
Schedule of Restricted Stock Units and Performance-based Restricted Stock Units Activity | The following table reflects the time-based RSU activity for the year ended December 31, 2023 (dollar amounts in thousands): Number of Weighted Weighted Non-vested restricted stock units as of December 31, 2022 2,934,096 $ 2.92 Granted 977,425 $ 4.76 Vested (1,388,011) $ 2.89 Forfeited (63,634) $ 4.57 Non-vested restricted stock units as of December 31, 2023 2,459,876 $ 3.62 0.9 |
NET (LOSS) INCOME PER SHARE (Ta
NET (LOSS) INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Earnings Per Common Share | The following table reflects the calculation of basic and diluted (loss) income per common share for the years ended December 31, 2023 and 2022 (in thousands, except for per share amounts): Year ended December 31, 2023 2022 Basic net (loss) income per share Net (loss) income $ (331,942) $ 109,625 Weighted-average common shares and warrants outstanding 71,031 47,004 Basic net (loss) income per share $ (4.67) $ 2.33 Diluted net (loss) income per share Net (loss) income $ (331,942) $ 109,625 Add: Convertible debt interest expense and fair value adjustment, net of tax — 1,560 Adjusted net (loss) income (331,942) 111,185 Weighted-average common shares and share equivalents outstanding 71,031 47,004 Add: effect of dilutive stock-based awards and equivalents — 1,530 Add: effect of dilutive convertible debt under if-converted method — 6,135 Denominator for diluted (loss) income per share 71,031 54,669 Diluted net (loss) income per share $ (4.67) $ 2.03 |
Schedule of Anti-Dilutive Securities Excluded from Computation of Diluted Net (Loss) Income Per Share | The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net (loss) income per share for the years ended December 31, 2023, and 2022, because to do so would be anti-dilutive (in thousands): Year ended December 31, 2023 2022 Convertible notes 10,932 — Stock-based awards and equivalents 7,474 836 Total potentially dilutive common shares 18,406 836 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables reflect the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Financial Statement Classification Level 1 Level 2 Level 3 Total Assets: U.S. Treasuries Cash and cash equivalents $ — $ 35,458 $ — $ 35,458 U.S. Government agencies Cash and cash equivalents — 3,294 — 3,294 Money market funds Cash and cash equivalents 32,534 — — 32,534 Total $ 32,534 $ 38,752 $ — $ 71,286 Liabilities: Short-term contingent consideration Contingent consideration, current portion $ — $ — $ 2,700 $ 2,700 Derivative liability Long-term debt — — 308 308 Total $ — $ — $ 3,008 $ 3,008 December 31, 2022 Financial Statement Classification Level 1 Level 2 Level 3 Total Assets: Commercial paper Cash and cash equivalents $ — $ 4,983 $ — $ 4,983 U.S. Treasuries Cash and cash equivalents 3,981 3,981 U.S. Government agencies Cash and cash equivalents 10,937 10,937 Money market funds Cash and cash equivalents 38,478 — — 38,478 Total $ 38,478 $ 19,901 $ — $ 58,379 Liabilities: Short-term contingent consideration Contingent consideration, current portion $ — $ — $ 26,300 $ 26,300 Long-term contingent consideration Contingent consideration — — 22,200 22,200 Derivative liability Long-term debt — — 252 2 252 Total $ — $ — $ 48,752 $ 48,752 |
Schedule of Changes in Fair Value | The following table summarizes changes in fair value of the Company’s contingent consideration obligations that is measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023, and 2022 (in thousands): December 31, 2023 2022 Fair value, beginning of the period $ 48,500 $ 37,659 Fair value of contingent consideration incurred in Spectrum Merger 3,932 — Change in fair value of contingent consideration recorded within costs and expenses (25,538) 18,687 Cash payment related to contingent consideration (24,194) (7,846) Fair value, end of the period $ 2,700 $ 48,500 |
Schedule of Changes in Fair Value of the Derivative Liability | The following table summarizes the change in fair value of the derivative liability that is measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and December 31, 2022 (in thousands): Year ended December 31, 2023 2022 Fair value, beginning of the period $ 252 $ — Initial fair value of derivative liability recognized — 252 Change in fair value of derivative liability recorded within Other (loss) gain 56 — Fair value, end of the period $ 308 $ 252 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net (Loss) Income Before Income Taxes by Source | The following table reflects Net (loss) income before income taxes by source for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 U.S. $ (254,054) $ 30,734 Outside the U.S. — 432 Net (loss) income before income taxes $ (254,054) $ 31,166 |
Schedule of (Benefit) Provision for Income Taxes | The following table reflects the provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Current: Federal $ 829 $ 1,023 State 858 893 Total current taxes $ 1,687 $ 1,916 Deferred: Federal $ 62,883 $ (61,077) State 13,318 (19,298) Total deferred taxes 76,201 (80,375) Total provision (benefit) for income taxes $ 77,888 $ (78,459) |
Schedule of Reconciliation of Income Taxes at the Statutory Federal Income Tax Rate to the Actual Tax Rate | The following table reflects a reconciliation of income taxes at the statutory federal income tax rate to the actual tax rate included in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2023 and 2022 (in thousands): Year ended December 31, 2023 2022 Tax at federal statutory rate $ (53,352) $ 6,545 State tax, net of federal benefit (8,217) 1,358 Disallowed officers' compensation 938 829 Non-deductible transaction cost 969 — Stock-based compensation (361) 1,998 Change in valuation allowance 136,766 (89,251) Uncertain tax provisions 211 198 Tax return benefit 1,848 — State deferred change (1,299) — Return to provision — (171) Other 385 35 Total tax provision (benefit) $ 77,888 $ (78,459) |
Schedule of Significant Components of the Company's Deferred Income Taxes | The following table reflects significant components of the Company’s deferred income taxes as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating losses $ 244,628 $ 67,927 Tax credit carryforwards 18,918 1,362 Intangible assets 6,849 — Stock-based compensation 2,394 1,529 Operating lease liabilities 587 96 Reserves and other accruals not currently deductible 19,774 22,519 Section 174 R&D Capitalization 12,224 — Disallowed interest carryforward 10,443 12,060 Other assets 1,017 — Total deferred tax assets 316,834 105,493 Valuation allowance for deferred tax assets (316,467) (12,524) $ 367 $ 92,969 Deferred tax liabilities: Intangible assets $ — $ (12,554) Fixed assets (53) (180) Operating lease right-of-use assets (314) (33) Net deferred tax asset $ — $ 80,202 |
Schedule of Activity Related to the Entity's Unrecognized Tax Benefits | The following table reflects activity related to the Company’s unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): Unrecognized tax benefits—December 31, 2021 $ 4,101 Increases related to current year tax positions — Changes in prior year tax positions — Decreases related to lapse of statutes — Unrecognized tax benefits—December 31, 2022 $ 4,101 Increases related to current year tax positions — Increase related to current year acquisition 3,641 Changes in prior year tax positions — Decreases related to lapse of statutes — Unrecognized tax benefits—December 31, 2023 $ 7,742 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Long-Lived Assets (Details) | Dec. 31, 2023 |
Minimum | Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Minimum | Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Maximum | Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 7 years |
Maximum | Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Summary Of Significant Accounting Policies | |
Product return period prior to expiration (in months) | 6 months |
Period after expiration for accepting unsalable product (in months) | 12 months |
Cash discount (as a percent) | 2% |
Discount reimbursement period after filling of prescription subject to discount (in months) | 1 month |
Minimum | |
Summary Of Significant Accounting Policies | |
Product return period prior to expiration (in months) | 6 months |
Product shelf-life (in months) | 24 months |
Managed care rebate, period after quarter in which prescription is filled (in months) | 1 month |
Discount taken off period after the quarter in which product shipped to the customer (in months) | 1 month |
Maximum | |
Summary Of Significant Accounting Policies | |
Product return period prior to expiration (in months) | 12 months |
Product shelf-life (in months) | 48 months |
Managed care rebate, period after quarter in which prescription is filled (in months) | 3 months |
Discount taken off period after the quarter in which product shipped to the customer (in months) | 2 months |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contingent Consideration (Details) - Zyla Merger $ in Millions | 1 Months Ended |
May 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |
Contingent consideration, revenue threshold | $ 20 |
Contingent consideration, royalty percentage | 20% |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Advertising expense | $ 4.4 | $ 3.4 |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Risk (Details) - distributor | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer Concentration Risk | Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Number of major distributors | 3 | 3 |
ORGANIZATION AND SUMMARY OF _10
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Percentage of Revenue and Accounts Receivable by Customer (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Total | 100% | 100% |
Accounts receivable related to product sales | ||
Concentration Risk [Line Items] | ||
Total | 100% | 100% |
AmerisourceBergen Corporation | Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Total | 35% | 28% |
AmerisourceBergen Corporation | Accounts receivable related to product sales | ||
Concentration Risk [Line Items] | ||
Total | 57% | 21% |
McKesson Corporation | Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Total | 21% | 28% |
McKesson Corporation | Accounts receivable related to product sales | ||
Concentration Risk [Line Items] | ||
Total | 12% | 25% |
Cardinal Health | Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Total | 18% | 23% |
Cardinal Health | Accounts receivable related to product sales | ||
Concentration Risk [Line Items] | ||
Total | 14% | 42% |
Other significant customer | Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Total | 10% | 4% |
Other significant customer | Accounts receivable related to product sales | ||
Concentration Risk [Line Items] | ||
Total | 10% | 4% |
All others | Consolidated revenue | ||
Concentration Risk [Line Items] | ||
Total | 16% | 17% |
All others | Accounts receivable related to product sales | ||
Concentration Risk [Line Items] | ||
Total | 7% | 8% |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jul. 31, 2023 USD ($) contingent_value_right $ / shares | Oct. 27, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2025 USD ($) $ / shares | Dec. 31, 2024 USD ($) $ / shares | |
Acquestive Therapeutics, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets useful life (in years) | 12 years | ||||
Payments for asset acquisition | $ 9,000 | ||||
Asset acquisition, deferred payments | $ 6,000 | ||||
Royalties to be paid on quarterly gross margin (as a percent) | 10% | ||||
Spectrum | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, fixed exchange ratio (in dollars per share) | $ / shares | $ 0.1783 | ||||
Number of contingent value right | contingent_value_right | 1 | ||||
Business acquisition, contingent consideration, per share, maximum (in dollars per share) | $ / shares | $ 0.20 | ||||
Intangible assets useful life (in years) | 10 years | ||||
Business transaction costs associated with merger | $ 8,900 | ||||
Spectrum | ROLVEDON | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 44,700 | ||||
Spectrum | ROLVEDON | Forecast | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, contingent consideration, per share, maximum (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 225,000 | $ 175,000 |
ACQUISITIONS - Acquisition Date
ACQUISITIONS - Acquisition Date Fair Value of Consideration Transferred (Details) - Spectrum $ / shares in Units, $ in Thousands | Jul. 31, 2023 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Assertio shares issued (in shares) | shares | 38,013,000 |
Assertio closing price per share as of the Effective Date (in dollars per share) | $ / shares | $ 5.69 |
Fair value of Assertio shares issued | $ 216,294 |
Repayment of Spectrum's long-term debt | 32,647 |
CVRs | 3,932 |
Total fair value of consideration transferred | $ 252,873 |
Business combination, contingent consideration liability, number of shares (in shares) | shares | 223,397 |
Business acquisition, contingent consideration, per share (in dollars per share) | $ / shares | $ 0.0176 |
ACQUISITIONS - Fair Values of A
ACQUISITIONS - Fair Values of Assets Acquired and Liabilities Assumed (Details) - Spectrum - USD ($) $ in Thousands | 5 Months Ended | |
Dec. 31, 2023 | Jul. 31, 2023 | |
Assets: | ||
Cash and cash equivalents | $ 34,600 | $ 34,600 |
Marketable securities | 2,194 | 2,194 |
Accounts receivable | 50,975 | 50,975 |
Inventories | 22,305 | 22,244 |
Prepaid and other current assets | 1,985 | 1,287 |
Property and equipment | 100 | 100 |
Intangible assets | 220,500 | 234,000 |
Other long-term assets | 1,396 | 1,396 |
Total | 334,055 | 346,796 |
Liabilities: | ||
Accounts payable | 10,108 | 10,108 |
Accrued rebates, returns and discounts | 21,025 | 21,025 |
Accrued liabilities | 34,166 | 36,509 |
Other current liabilities | 784 | 784 |
Deferred taxes | 3,996 | 34,250 |
Other long-term liabilities | 11,103 | 11,103 |
Total | 81,182 | 113,779 |
Total Spectrum net assets acquired | 252,873 | 233,017 |
Goodwill | 0 | $ 19,856 |
Adjustments to Purchase Price Allocation to Fair Value | ||
Inventories | 61 | |
Prepaid and other current assets | 698 | |
Intangible assets | (13,500) | |
Total | (12,741) | |
Accrued liabilities | (2,343) | |
Deferred taxes | (30,254) | |
Total | (32,597) | |
Total Spectrum net assets acquired | 19,856 | |
Goodwill | $ (19,856) |
ACQUISITIONS - Unaudited Pro Fo
ACQUISITIONS - Unaudited Pro Forma Financial Information (Details) - Spectrum - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 192,513 | $ 167,638 |
Net (loss) income | $ (380,272) | $ 15,286 |
ACQUISITIONS - Asset Acquisitio
ACQUISITIONS - Asset Acquisition (Details) - Acquestive Therapeutics, Inc $ in Thousands | Oct. 27, 2022 USD ($) |
Asset Acquisition [Line Items] | |
Cash paid to Aquestive at closing | $ 9,000 |
Milestone payment | 6,000 |
Transaction costs | 850 |
Total purchase price of assets acquired | 15,850 |
Inventories | 1,300 |
Intangible assets (Sympazan product rights) | 14,550 |
Total assets acquired | $ 15,850 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregated Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 152,069 | $ 156,234 |
Product sales, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 149,451 | 155,121 |
ROLVEDON | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 18,175 | 0 |
INDOCIN products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 87,217 | 100,338 |
Sympazan | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,938 | 1,768 |
Otrexup | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 12,026 | 11,148 |
SPRIX | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,150 | 9,110 |
CAMBIA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 8,070 | 24,720 |
Zipsor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,460 | 3,364 |
Other products | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,415 | 4,673 |
Royalties and milestone revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,433 | 2,403 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 185 | $ (1,290) |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Collaboration and License Agreements | ||
Contract liability, current | $ 0 | $ 200 |
Revenue (reduction to revenue) | 152,069 | 156,234 |
CAMBIA | ||
Collaboration and License Agreements | ||
Revenue recognized | 2,000 | 1,900 |
Revenue (reduction to revenue) | 8,070 | 24,720 |
Royalties and milestone revenue | ||
Collaboration and License Agreements | ||
Revenue recognized | 400 | 500 |
Revenue (reduction to revenue) | 2,433 | 2,403 |
Other revenue | ||
Collaboration and License Agreements | ||
Revenue (reduction to revenue) | $ 185 | $ (1,290) |
ACCOUNTS RECEIVABLES, NET (Deta
ACCOUNTS RECEIVABLES, NET (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Allowance for cash discounts for prompt payment | $ 0.9 | $ 0.9 |
INVENTORIES, NET - Schedule of
INVENTORIES, NET - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory | ||
Raw materials | $ 10,537 | $ 1,367 |
Work-in-process | 2,239 | 2,735 |
Finished goods | 24,910 | 9,594 |
Total inventories, net | $ 37,686 | $ 13,696 |
INVENTORIES, NET - Narrative (D
INVENTORIES, NET - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory reserves | $ 6.8 | $ 2.8 |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid assets and deposits | $ 11,973 | $ 8,268 |
Other current assets | 299 | 0 |
Total prepaid and other current assets | $ 12,272 | $ 8,268 |
PREPAID AND OTHER CURRENT ASS_4
PREPAID AND OTHER CURRENT ASSETS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Aug. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other Significant Noncash Transactions [Line Items] | |||
Credit loss allowance | $ 3.5 | $ 3.5 | |
NES | |||
Other Significant Noncash Transactions [Line Items] | |||
Convertible secured notes receivable | $ 3 | ||
Convertible note, interest rate (as a percent) | 10% | ||
Payment for convertible secured promissory note | $ 3 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,401 | $ 4,677 |
Less: Accumulated depreciation | (4,631) | (3,933) |
Property and equipment, net | 770 | 744 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,908 | 1,712 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20 | 20 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,945 | 2,945 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 528 | $ 0 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.7 | $ 0.8 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 472,236 | $ 251,736 |
Accumulated Amortization | (81,265) | (53,740) |
Impairment | (279,639) | |
Total | $ 111,332 | 197,996 |
Product rights | ROLVEDON | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (In years) | 9 years 7 months 6 days | |
Gross Carrying Amount | $ 220,500 | 0 |
Accumulated Amortization | (5,270) | 0 |
Impairment | (157,095) | |
Total | $ 58,135 | 0 |
Product rights | INDOCIN | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (In years) | 2 years | |
Gross Carrying Amount | $ 154,100 | 154,100 |
Accumulated Amortization | (44,814) | (33,495) |
Impairment | (88,494) | |
Total | $ 20,792 | 120,605 |
Product rights | Sympazan | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (In years) | 10 years 9 months 18 days | |
Gross Carrying Amount | $ 14,550 | 14,550 |
Accumulated Amortization | (1,415) | (202) |
Impairment | 0 | |
Total | $ 13,135 | 14,348 |
Product rights | Otrexup | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (In years) | 6 years | |
Gross Carrying Amount | $ 44,086 | 44,086 |
Accumulated Amortization | (10,103) | (5,511) |
Impairment | (27,723) | |
Total | $ 6,260 | 38,575 |
Product rights | SPRIX | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life (In years) | 3 years 4 months 24 days | |
Gross Carrying Amount | $ 39,000 | 39,000 |
Accumulated Amortization | (19,663) | (14,532) |
Impairment | (6,327) | |
Total | $ 13,010 | $ 24,468 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Loss on impairment of intangible assets | $ 238,800 | $ 279,639 | $ 0 | |
Amortization of intangible assets | $ 27,527 | $ 32,608 | ||
INDOCIN products | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Loss on impairment of intangible assets | $ 36,000 | |||
INDOCIN products | Product rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Remaining Useful Life (In years) | 2 years | 2 years | ||
Otrexup | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Loss on impairment of intangible assets | $ 4,800 | |||
Otrexup | Product rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Remaining Useful Life (In years) | 6 years | 6 years |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of Future Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 22,526 | |
2025 | 22,526 | |
2026 | 12,130 | |
2027 | 9,909 | |
2028 | 8,322 | |
Thereafter | 35,919 | |
Total | $ 111,332 | $ 197,996 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Operating lease right-of-use assets | $ 1,269 | $ 137 |
Prepaid asset and deposits | 1,289 | 1,607 |
Other | 697 | 965 |
Other long-term assets | $ 3,255 | $ 2,709 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 2,438 | $ 3,117 |
Accrued restructuring (See Note 13) | 4,378 | 0 |
Other accrued liabilities | 9,492 | 6,561 |
Taxes payable | 0 | 0 |
Interest payable | 867 | 1,593 |
Accrued royalties | 1,038 | 910 |
Total accrued liabilities | $ 18,213 | $ 12,181 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 22, 2022 |
Debt Instrument [Line Items] | |||
Total principal amount | $ 40,000 | $ 70,470 | |
Plus: derivative liability for embedded conversion feature | 308 | 252 | |
Less: unamortized debt issuance costs | (1,794) | (3,849) | |
Carrying value | 38,514 | 66,873 | |
Less: current portion of long-term debt | 0 | (470) | |
Long-term debt, net | 38,514 | 66,403 | |
Royalty Rights obligation | |||
Debt Instrument [Line Items] | |||
Total principal amount | 0 | 470 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs | $ (1,600) | ||
Convertible notes | 6.5% Senior Convertible Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 6.50% | 6.50% | |
Total principal amount | $ 40,000 | 70,000 | |
Plus: derivative liability for embedded conversion feature | 308 | $ 252 | |
Less: unamortized debt issuance costs | $ (1,600) |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 12 Months Ended | |||
Feb. 27, 2023 USD ($) shares | Aug. 22, 2022 USD ($) $ / shares Rate | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Debt Instrument [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 94,668,523 | 48,319,838 | ||
Direct transaction costs | $ 9,918,000 | $ 0 | ||
Unamortized issuance costs | 1,794,000 | 3,849,000 | ||
Amortization of debt issuance costs | $ 455,000 | $ 236,000 | ||
Loss on fair value adjustment of derivative, location | Other gain (loss) | Other gain (loss) | ||
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized issuance costs | $ 1,600,000 | |||
6.5% Senior Convertible Notes due 2027 | Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.50% | 6.50% | ||
Aggregate principal amount | $ 30,000,000 | $ 60,000,000 | ||
Additional purchase capacity | $ 10,000,000 | |||
Number of days to cover over allotment (in days) | 13 days | |||
Common stock, shares issued (in shares) | shares | 6,990,000 | |||
Repayments of debt | $ 10,500,000 | |||
Induced conversion of convertible debt expense | 8,800,000 | |||
Direct transaction costs | $ 1,100,000 | |||
Unamortized issuance costs | $ 1,600,000 | |||
Conversion ratio | 0.2442003 | |||
Conversion price (in dollars per share) | $ / shares | $ 4.09 | |||
Effective interest rate (as a percent) | Rate | 7.80% | |||
Amortization of debt issuance costs | 400,000 | |||
Loss on fair value adjustment of derivative | $ 100,000 | $ 0 | ||
Senior Secured Notes Due 2024 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 13% | |||
Repayment of debt, principal | $ 59,000,000 | |||
Repayment of debt, interest | $ 3,000,000 | |||
Royalty Rights obligation | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Royalty payments (as a percent) | 1.50% |
DEBT - Schedule of Carrying Val
DEBT - Schedule of Carrying Values Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Derivative liability for embedded conversion feature | $ 308 | $ 252 |
6.5% Senior Convertible Notes due 2027 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Principal balance | 40,000 | 70,000 |
Derivative liability for embedded conversion feature | 308 | 252 |
Unamortized debt issuance costs | (1,794) | (3,849) |
Carrying balance | $ 38,514 | $ 66,403 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Amortization of Royalty Rights | $ 0 | $ 68 |
Amortization of debt issuance costs | 455 | 236 |
Total interest expense | 3,380 | 7,961 |
6.5% Senior Convertible Notes due 2027 | Convertible notes | ||
Debt Instrument [Line Items] | ||
Interest payable on notes | 2,925 | 1,592 |
Amortization of debt issuance costs | 400 | |
Senior Secured Notes Due 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest payable on notes | $ 0 | $ 6,065 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
ROLVEDON product royalties | $ 9,224 | $ 0 |
Noncurrent operating lease liabilities | 1,470 | 0 |
Liability for uncertain tax provisions | 4,553 | 4,269 |
Deferred employee retention credits | 1,212 | 0 |
Total other long-term liabilities | $ 16,459 | $ 4,269 |
RESTRUCTURING CHARGES - Narrati
RESTRUCTURING CHARGES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 5,476,000 | $ 0 |
CEO | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee compensation costs | 1,500,000 | |
Employee compensation costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,068,000 | |
Facility exit costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,281,000 | |
Spectrum Reorganization Plan | Employee compensation costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost incurred, cumulative | 2,600,000 | |
Spectrum Reorganization Plan | Facility exit costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,300,000 | |
Restructuring and related cost, expected cost remaining | $ 0 |
RESTRUCTURING CHARGES - Schedul
RESTRUCTURING CHARGES - Schedule of Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | $ 5,476 | $ 0 |
Employee compensation costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | 4,068 | |
Facility exit costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | 1,281 | |
Other costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring costs | $ 127 |
RESTRUCTURING CHARGES - Sched_2
RESTRUCTURING CHARGES - Schedule of Accrued Restructuring Costs (Details) - Employee compensation costs $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accrued restructuring and severance costs rollforward | |
Balance at beginning of period | $ 0 |
Restructuring accrual assumed in Spectrum Merger (See Note 2) | 7,508 |
Net accrual additions | 4,068 |
Cash paid | (7,198) |
Balance at end of period | $ 4,378 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | May 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | |||
Increase in operating lease right-of-use asset and lease liability | $ 1,300 | ||
Lessee, operating lease, discount rate (as a percent) | 7.41% | ||
Current operating lease liabilities | $ 928 | $ 401 | |
Noncurrent operating lease liabilities | 1,470 | $ 0 | |
Spectrum | |||
Lessee, Lease, Description [Line Items] | |||
Current operating lease liabilities | 800 | ||
Noncurrent operating lease liabilities | $ 300 |
LEASES - Lease Cost Components
LEASES - Lease Cost Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Total lease cost | $ 229 | $ 699 |
Selling, general and administrative expenses | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 229 | 158 |
Other gain (loss) | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 0 | 541 |
Sublease income | $ 0 | $ 1,223 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in measurement of liabilities: | ||
Operating cash flows used in operating leases | $ 717 | $ 1,983 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease right-of-use assets | $ 1,269 | $ 137 |
Operating lease, right-of-use asset, location | Other long-term assets | Other long-term assets |
Liabilities | ||
Current operating lease liabilities | $ 928 | $ 401 |
Current operating lease liabilities, location | Other current liabilities | Other current liabilities |
Noncurrent operating lease liabilities | $ 1,470 | $ 0 |
Noncurrent operating lease liabilities, location | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,398 | $ 401 |
LEASES - Term and Discount Rate
LEASES - Term and Discount Rate Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (years): | ||
Operating leases | 4 years 7 months 6 days | 1 year |
Weighted-average discount rate: | ||
Operating leases | 5.70% | 11.10% |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lease Payments | ||
2024 | $ 1,074 | |
2025 | 412 | |
2026 | 307 | |
2027 | 243 | |
2028 | 253 | |
Thereafter | 537 | |
Total lease payments | 2,826 | |
Less: Interest | 428 | |
Present value of lease liabilities | $ 2,398 | $ 401 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Supply Agreements (Details) - Supply Commitment $ in Millions | Dec. 31, 2023 USD ($) |
Legal matters | |
Purchase obligation (as a percent) | 75% |
JHS | |
Legal matters | |
Annual purchase obligation | $ 1.5 |
Antares | |
Legal matters | |
Annual purchase obligation | 2 |
Hanmi | |
Legal matters | |
Purchase obligation in 2024 | 19.1 |
Purchase obligation in 2025 | $ 3.8 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal contingency accrual | $ 3.2 | $ 3.2 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Glumetza Antitrust Litigation (Details) - USD ($) $ in Thousands | Feb. 03, 2022 | Sep. 14, 2021 |
Glumetza Antitrust Litigation | ||
Loss Contingencies [Line Items] | ||
Litigation settlement, amount awarded to other party | $ 3,850 | $ 3,150 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Multidistrict Opioid Litigation (Details) | Dec. 31, 2023 case |
Multidistrict Opioid Litigation | |
Legal matters | |
Number of industry-wide opioid litigation cases (more than) | 2,000 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Insurance Litigation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Insurance reimbursement | $ 2 | $ 5 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Contributions to plan | $ 0.4 | $ 0.2 |
Defined Contribution Plan Tranches, Tranche One | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent match (as a percent) | 100% | |
Employer matching contribution, percent of employee's compensation (as a percent) | 5% | |
Defined Contribution Plan Tranches, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent match (as a percent) | 100% | |
Employer matching contribution, percent of employee's compensation (as a percent) | 3% | |
Defined Contribution Plan Tranches, Tranche Three | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent match (as a percent) | 50% | |
Defined Contribution Plan Tranches, Tranche Three | Minimum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employee's compensation (as a percent) | 3% | |
Defined Contribution Plan Tranches, Tranche Three | Maximum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employee's compensation (as a percent) | 6% |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Tax benefit on total stock-based compensation | $ 1.5 | $ 0.5 |
Average vesting period for recognition of unrecognized compensation expense (in years) | 1 year 9 months | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense, other than options | $ 4.6 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense, options | 4 | |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 9.2 | $ 7.5 |
STOCK-BASED COMPENSATION - 2014
STOCK-BASED COMPENSATION - 2014 Omnibus Incentive Plan (Details) - The 2014 Plan | 12 Months Ended |
Dec. 31, 2023 shares | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under plan (in shares) | 16,745,000 |
Shares available for future issuance (in shares) | 5,345,943 |
Term of awards (may not exceed) (in years) | 10 years |
Restricted stock units | Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 1 year |
Vesting (as a percent) | 100% |
STOCK-BASED COMPENSATION - Indu
STOCK-BASED COMPENSATION - Inducement Incentive Plan (Details) - Inducement Incentive Plan | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 3 years |
Number of shares authorized under plan (in shares) | 820,547 |
Shares available for future issuance (in shares) | 449,993 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Time-Based Stock Options (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assumptions used to calculate the fair value of awards granted | ||
Risk-free interest rate, minimum | 3.38% | 2.84% |
Risk-free interest rate, maximum | 4.79% | 3.85% |
Dividend yield | 0% | 0% |
Expected option term (in years) | 6 years | |
Expected stock price volatility, minimum | 120% | 290% |
Expected stock price volatility, maximum | 141% | 284% |
Minimum | ||
Assumptions used to calculate the fair value of awards granted | ||
Expected option term (in years) | 4 years | |
Maximum | ||
Assumptions used to calculate the fair value of awards granted | ||
Expected option term (in years) | 6 years |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Time-Based Stock Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value of awards granted (in dollars per share) | $ 4.35 | $ 2.29 |
Issuance of common stock upon exercise of options (in shares) | 133,206 | 22,631 |
Issuance of common stock upon exercise of options | $ 210 | $ 34 |
Proceeds from exercise of stock options | 200 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of common stock upon exercise of options | 700 | |
Total fair value of options vested | $ 1,600 | $ 800 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Options exercised (in shares) | (133,206) | (22,631) |
Stock Options | The 2014 Plan | ||
Shares | ||
Options outstanding at the beginning of the period (in shares) | 3,270,479 | |
Options granted (in shares) | 755,680 | |
Options exercised (in shares) | (133,206) | |
Options forfeited (in shares) | (77,804) | |
Options expired (in shares) | (17,330) | |
Options outstanding at the end of the period (in shares) | 3,797,819 | 3,270,479 |
Options vested and expected to vest at the end of the period (in shares) | 3,797,819 | |
Options exercisable at the end of the period (in shares) | 1,707,697 | |
Weighted- Average Exercise Price | ||
Options outstanding at the beginning of the period (in dollars per share) | $ 2.62 | |
Options granted (in dollars per share) | 5.10 | |
Options exercised (in dollars per share) | 1.50 | |
Options forfeited (in dollars per share) | 3.96 | |
Options expired (in dollars per share) | 29.15 | |
Options outstanding at the end of the period (in dollars per share) | 3 | $ 2.62 |
Options vested and expected to vest at the end of the period (in dollars per share) | 3 | |
Options exercisable at the end of the period (in dollars per share) | $ 2.97 | |
Weighted- Average Remaining Contractual Term (years) | ||
Options outstanding at the end of the period | 7 years 6 months | |
Options vested and expected to vest at the end of the period | 7 years 6 months | |
Options exercisable at the end of the period | 7 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Options outstanding at the end of the period | $ 0 | |
Options vested and expected to vest at the end of the period | 0 | |
Options exercisable at the end of the period | $ 0 |
STOCK-BASED COMPENSATION - RSU
STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2023 | |
Number of Shares | ||
Vested (in shares) | (300,000) | |
The 2014 Plan | ||
Number of Shares | ||
Non-vested restricted stock units at the beginning of the period (in shares) | 2,934,096 | |
Granted (in shares) | 977,425 | |
Vested (in shares) | (1,388,011) | |
Forfeited (in shares) | (63,634) | |
Non-vested restricted stock units at the end of the period (in shares) | 2,459,876 | |
Weighted Average Grant Date Fair Value Per Share | ||
Non-vested restricted stock units at the beginning of the period (in dollars per share) | $ 2.92 | |
Granted (in dollars per share) | 4.76 | |
Vested (in dollars per share) | 2.89 | |
Forfeited (in dollars per share) | 4.57 | |
Non-vested restricted stock units at the end of the period (in dollars per share) | $ 3.62 | |
Weighted Average Remaining Contractual Term (in years) | ||
Non-vested restricted stock units at the end of the period (in years) | 10 months 24 days |
STOCK-BASED COMPENSATION - RS_2
STOCK-BASED COMPENSATION - RSU Activity Narrative (Details) - Restricted stock units - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of awards vested | $ 2.6 | ||
The 2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of awards vested | $ 4 | $ 4.1 | |
The 2014 Plan | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Vesting (as a percent) | 100% | ||
The 2014 Plan | Share-based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Vesting (as a percent) | 33% |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance-based Stock Options Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting and settlement value | $ 7,898 | $ 838 | |
Performance Based Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.84% | ||
Expected option term (in years) | 3 years 3 months | ||
Weighted-average exercise price (in dollars per share) | $ 2.63 | ||
Expected stock price volatility | 95.50% | ||
Dividend yield | 0% | ||
Performance Based Stock Options | The 2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,000,000 | ||
Term of awards (may not exceed) (in years) | 10 years | ||
Fair value of units awarded at grant date (in dollars per share) | $ 1.80 | ||
Performance-based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option term (in years) | 3 years 3 months | ||
Performance-based Restricted Stock Units | The 2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 1,000,000 | ||
Fair value of units awarded at grant date (in dollars per share) | $ 2.24 | ||
Performance stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Settlement of employee equity awards (in shares) | 500,000 | ||
Total fair value of awards vested | $ 4,000 | ||
Service period | 1 year | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding value (in shares) | 300,000 | ||
Employee’s tax withholding liability (in shares) | 200,000 | ||
Total fair value of awards vested | $ 2,600 | ||
Restricted stock units | The 2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 977,425 | ||
Fair value of units awarded at grant date (in dollars per share) | $ 3.62 | $ 2.92 | |
Shares outstanding value (in shares) | 1,388,011 | ||
Total fair value of awards vested | $ 4,000 | $ 4,100 | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting and settlement value | $ 3,400 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | May 20, 2020 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from issuance of common stock | $ 0 | $ 7,020,000 | |||
Unamortized issuance costs | $ 1,794,000 | $ 3,849,000 | |||
Warrants exercised (in shares) | 400,000 | ||||
Common shares issued (in shares) | 400,000 | ||||
Warrants outstanding | $ 0 | ||||
Issuance of common stock upon exercise of options (in shares) | 133,206 | 22,631 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from issuance of common stock | $ 200,000 | $ 0 | |||
At The Market Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock offering, shares sold (in shares) | 2,500,000 | ||||
Stock offering, purchase price (in dollars per share) | $ 3.02 | ||||
Stock offering, gross proceeds | $ 7,400,000 | ||||
Stock offering, net proceeds | 7,000,000 | ||||
Additional Paid-In Capital | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Induced exchange of convertible notes, gross | 28,300,000 | ||||
Convertible notes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized issuance costs | 1,600,000 | ||||
6.5% Senior Convertible Notes due 2027 | Convertible notes | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from issuance of common stock | $ 10,500,000 | ||||
Induced exchange of convertible notes (in shares) | 7,000,000 | ||||
Unamortized issuance costs | $ 1,600,000 | ||||
Spectrum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock in connection with the Spectrum Merger, net of fractional shares settlement (in shares) | 38,000,000 | ||||
Zyla Merger | Iroko | Warrant Agreements | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise aggregate ownership percentage maximum threshold (as a percent) | 49% | ||||
Exercise aggregate ownership percentage term (in months) | 18 months | ||||
Zyla Merger | Money market funds | Zyla Merger | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase price, number of shares outstanding, per share (in dollars per share) | $ 0.0016 |
NET (LOSS) INCOME PER SHARE - S
NET (LOSS) INCOME PER SHARE - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Basic net (loss) income per share | ||
Net (loss) income | $ (331,942) | $ 109,625 |
Weighted average common shares and warrants/share equivalents outstanding (in shares) | 71,031 | 47,004 |
Basic net (loss) income per share (in dollars per share) | $ (4.67) | $ 2.33 |
Diluted net (loss) income per share | ||
Net (loss) income | $ (331,942) | $ 109,625 |
Add: Convertible debt interest expense and fair value adjustment, net of tax | 0 | 1,560 |
Adjusted net (loss) income | $ (331,942) | $ 111,185 |
Weighted average common shares and warrants/share equivalents outstanding (in shares) | 71,031 | 47,004 |
Add: effect of dilutive stock-based awards and equivalents (in shares) | 0 | 1,530 |
Add: effect of dilutive convertible debt under if-converted method (in shares) | 0 | 6,135 |
Denominator for diluted (loss) income per share (in shares) | 71,031 | 54,669 |
Diluted net (loss) income per share (in dollars per share) | $ (4.67) | $ 2.03 |
NET (LOSS) INCOME PER SHARE -_2
NET (LOSS) INCOME PER SHARE - Schedule of Anti-Dilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common shares (in shares) | 18,406 | 836 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common shares (in shares) | 10,932 | 0 |
Stock-based awards and equivalents | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive common shares (in shares) | 7,474 | 836 |
FAIR VALUE - Schedule of Fair V
FAIR VALUE - Schedule of Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Short-term contingent consideration | $ 2,700 | $ 26,300 |
Long-term contingent consideration | 0 | 22,200 |
Derivative liability | 308 | 252 |
Recurring | ||
ASSETS | ||
Total | 71,286 | 58,379 |
Liabilities: | ||
Short-term contingent consideration | 2,700 | 26,300 |
Long-term contingent consideration | 22,200 | |
Derivative liability | 308 | 252 |
Total | 3,008 | 48,752 |
Recurring | Level 1 | ||
ASSETS | ||
Total | 32,534 | 38,478 |
Liabilities: | ||
Short-term contingent consideration | 0 | 0 |
Long-term contingent consideration | 0 | |
Derivative liability | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 2 | ||
ASSETS | ||
Total | 38,752 | 19,901 |
Liabilities: | ||
Short-term contingent consideration | 0 | 0 |
Long-term contingent consideration | 0 | |
Derivative liability | 0 | 0 |
Total | 0 | 0 |
Recurring | Level 3 | ||
ASSETS | ||
Total | 0 | 0 |
Liabilities: | ||
Short-term contingent consideration | 2,700 | 26,300 |
Long-term contingent consideration | 22,200 | |
Derivative liability | 308 | 252 |
Total | 3,008 | 48,752 |
Commercial paper | Recurring | ||
ASSETS | ||
Cash and cash equivalents | 4,983 | |
Commercial paper | Recurring | Level 1 | ||
ASSETS | ||
Cash and cash equivalents | 0 | |
Commercial paper | Recurring | Level 2 | ||
ASSETS | ||
Cash and cash equivalents | 4,983 | |
Commercial paper | Recurring | Level 3 | ||
ASSETS | ||
Cash and cash equivalents | 0 | |
U.S. Treasuries | Recurring | ||
ASSETS | ||
Cash and cash equivalents | 35,458 | 3,981 |
U.S. Treasuries | Recurring | Level 1 | ||
ASSETS | ||
Cash and cash equivalents | 0 | |
U.S. Treasuries | Recurring | Level 2 | ||
ASSETS | ||
Cash and cash equivalents | 35,458 | 3,981 |
U.S. Treasuries | Recurring | Level 3 | ||
ASSETS | ||
Cash and cash equivalents | 0 | |
U.S. Government agencies | Recurring | ||
ASSETS | ||
Cash and cash equivalents | 3,294 | 10,937 |
U.S. Government agencies | Recurring | Level 1 | ||
ASSETS | ||
Cash and cash equivalents | 0 | |
U.S. Government agencies | Recurring | Level 2 | ||
ASSETS | ||
Cash and cash equivalents | 3,294 | 10,937 |
U.S. Government agencies | Recurring | Level 3 | ||
ASSETS | ||
Cash and cash equivalents | 0 | |
Money market funds | Recurring | ||
ASSETS | ||
Cash and cash equivalents | 32,534 | 38,478 |
Money market funds | Recurring | Level 1 | ||
ASSETS | ||
Cash and cash equivalents | 32,534 | 38,478 |
Money market funds | Recurring | Level 2 | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Money market funds | Recurring | Level 3 | ||
ASSETS | ||
Cash and cash equivalents | $ 0 | $ 0 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2023 USD ($) | |
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Change in fair value of contingent consideration | $ (25,538) | $ 18,687 | ||
Contingent consideration, current portion | 2,700 | 26,300 | ||
Contingent consideration | 0 | 22,200 | ||
Level 2 | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Convertible debt, fair value disclosures | 35,700 | 92,500 | ||
Convertible notes, par value | 40,000 | 70,000 | ||
INDOCIN products | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Contingent consideration liability | 2,700 | 48,500 | ||
Contingent payment consideration, future royalties covenant, product net sales (over) | $ 20,000 | |||
Contingent consideration, royalty percentage | 20% | |||
Contingent consideration, current portion | 2,700 | 26,300 | ||
Contingent consideration | $ 0 | 22,200 | ||
Revenue volatility | Option pricing model | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Contingent consideration, measurement input | 0.15 | |||
Discount rate | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Contingent consideration, measurement input | 0.180 | |||
Discount rate | Option pricing model | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Contingent consideration, measurement input | 0.055 | |||
Credit spread | Option pricing model | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Contingent consideration, measurement input | 0.092 | |||
Embedded derivative liability, measurement input | 0.088 | |||
Spectrum | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Contingent consideration liability | $ 3,932 | |||
Change in fair value of contingent consideration | $ 3,900 | |||
Zyla Merger | ||||
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items] | ||||
Change in fair value of contingent consideration | $ (21,600) | $ 18,700 | ||
Contingent consideration, royalty percentage | 20% |
FAIR VALUE - Schedule of Change
FAIR VALUE - Schedule of Changes in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of contingent consideration, location | Costs and Expenses | Costs and Expenses |
Level 3 | Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of contingent consideration incurred in Spectrum Merger | $ 3,932 | $ 0 |
Level 3 | Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of the period | 48,500 | 37,659 |
Change in fair value of contingent consideration recorded within costs and expenses | (25,538) | 18,687 |
Cash payment related to contingent consideration | (24,194) | (7,846) |
Fair value, end of the period | $ 2,700 | $ 48,500 |
FAIR VALUE - Summary of Changes
FAIR VALUE - Summary of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Change in fair value of derivative liability, location | Other gain (loss) | Other gain (loss) |
Level 3 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of the period | $ 252 | $ 0 |
Initial fair value of derivative liability recognized | 0 | 252 |
Change in fair value of derivative liability recorded within Other (loss) gain | 56 | 0 |
Fair value, end of the period | $ 308 | $ 252 |
INCOME TAXES - Schedule of Net
INCOME TAXES - Schedule of Net (Loss) Income Before Income Taxes by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (254,054) | $ 30,734 |
Outside the U.S. | 0 | 432 |
Net (loss) income before income taxes | $ (254,054) | $ 31,166 |
INCOME TAXES - Schedule of (Ben
INCOME TAXES - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 829 | $ 1,023 |
State | 858 | 893 |
Total current taxes | 1,687 | 1,916 |
Deferred: | ||
Federal | 62,883 | (61,077) |
State | 13,318 | (19,298) |
Total deferred taxes | 76,201 | (80,375) |
Total tax provision (benefit) | $ 77,888 | $ (78,459) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | $ (53,352) | $ 6,545 |
State tax, net of federal benefit | (8,217) | 1,358 |
Disallowed officers' compensation | 938 | 829 |
Non-deductible transaction cost | 969 | 0 |
Stock-based compensation | (361) | 1,998 |
Change in valuation allowance | 136,766 | (89,251) |
Uncertain tax provisions | 211 | 198 |
Tax return benefit | 1,848 | 0 |
State deferred change | (1,299) | 0 |
Return to provision | 0 | (171) |
Other | 385 | 35 |
Total tax provision (benefit) | $ 77,888 | $ (78,459) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Tax Credit Carryforward [Line Items] | ||
Income tax expense (benefit) | $ 77,888 | $ (78,459) |
Valuation allowance for deferred tax assets | 316,467 | 12,524 |
Decrease in valuation allowance | 303,900 | (89,300) |
Tax credit carryforwards | 18,900 | |
Unrecognized tax benefit that would affect the effective tax rate | 7,700 | $ 4,100 |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | 839,100 | |
Net operating loss carryforwards, subject to expiration | 267,400 | |
State Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards, subject to expiration | $ 231,200 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 244,628 | $ 67,927 |
Tax credit carryforwards | 18,918 | 1,362 |
Intangible assets | 6,849 | 0 |
Stock-based compensation | 2,394 | 1,529 |
Operating lease liabilities | 587 | 96 |
Reserves and other accruals not currently deductible | 19,774 | 22,519 |
Section 174 R&D Capitalization | 12,224 | 0 |
Disallowed interest carryforward | 10,443 | 12,060 |
Other assets | 1,017 | 0 |
Total deferred tax assets | 316,834 | 105,493 |
Valuation allowance for deferred tax assets | (316,467) | (12,524) |
Deferred tax assets | 367 | 92,969 |
Deferred tax liabilities: | ||
Intangible assets | 0 | (12,554) |
Fixed assets | (53) | (180) |
Operating lease right-of-use assets | (314) | (33) |
Net deferred tax asset | $ 0 | $ 80,202 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of period | $ 4,101 | $ 4,101 |
Increases related to current year tax positions | 0 | 0 |
Increase related to current year acquisition | 3,641 | |
Changes in prior year tax positions | 0 | 0 |
Decreases related to lapse of statutes | 0 | 0 |
Unrecognized tax benefits, end of period | $ 7,742 | $ 4,101 |
SCHEDULE II_ VALUATION AND QU_2
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement in valuation and qualifying accounts | ||
Allowance for cash discounts | $ 900 | $ 900 |
Increase (decrease) in valuation allowance | 303,900 | (89,300) |
Sales & return allowances, discounts, chargebacks and rebates: | ||
Movement in valuation and qualifying accounts | ||
Balance at Beginning of Year | 50,312 | 53,600 |
Deductions | (75,606) | (106,659) |
Balance at End of Year | 59,046 | 50,312 |
Sales & return allowances, discounts, chargebacks and rebates: | Zyla Merger | ||
Movement in valuation and qualifying accounts | ||
Charged as a Reduction to Revenue | 84,340 | 103,371 |
Deferred tax asset valuation allowance: | ||
Movement in valuation and qualifying accounts | ||
Balance at Beginning of Year | 12,524 | 101,775 |
Additions | 303,943 | 0 |
Deductions | 0 | (89,251) |
Balance at End of Year | $ 316,467 | $ 12,524 |