ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
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 Otrexup (in thousands):

Cash paid to Antares at closing$18,000 
Deferred cash payment due in May and December 202226,021 
Transaction costs1,478 
Total purchase price of assets acquired$45,499 
The following table summarizes the fair value of assets acquired in the acquisition of Otrexup (in thousands):

Inventories$1,413 
Intangible assets (Otrexup product rights)
44,086 
Total assets acquired$45,499 
Schedule of Purchase Price and Corresponding Shares Issued
The following table reflects the acquisition date fair value of the consideration transferred with respect to the Zyla Merger:

Total number of Company ordinary shares issued 6,369,635
Assertio share price as of May 20, 2020 $3.60 
Fair value of common shares issued (in thousands)$22,931 
Fair value of warrants and stock options issued (in thousands) (1)
$11,626 
Taxes paid by the Company on behalf of Zyla (in thousands)529 
Total purchase consideration (in thousands)$35,086 
(1) Represents 1,243,091 of Zyla warrants outstanding as of May 20, 2020 at the Exchange Ratio or 3,107,728 Company warrants. The Company’s warrants were valued using the Company’s share price of $3.60 as of May 20,2020. As these shares are exercisable at any time at an exercise price of $0.0016 per share and Assertio issued replacement awards for these shares, these shares represent consideration transferred.
Schedule of Purchase Price Allocation The following table reflects the initial preliminary and final fair values of the assets acquired and liabilities assumed, and measurement period adjustments during the year ended December 31, 2020, as of the acquisition date (in thousands):
Initial Preliminary Purchase Price Allocation (PPA) to Fair ValueMeasurement period adjustmentsFinal PPA to Fair Value
Cash$7,585 $— $7,585 
Accounts receivable23,133 — 23,133 
Inventories26,742 (12,481)14,261 
Property and equipment4,512 (3,016)1,496 
Intangible assets160,900 32,500 193,400 
Other assets9,629 (1,964)7,665 
Total identifiable assets acquired$232,501 $15,039 $247,540 
Accounts payable21,574 — 21,574 
Accrued rebates, returns and discounts33,254 — 33,254 
Other accrued liabilities15,434 8,424 23,858 
Contingent consideration (a)29,400 10,500 39,900 
Debt (b)111,900 (600)111,300 
Total liabilities assumed$211,562 $18,324 $229,886 
Net identifiable assets acquired20,939 (3,285)17,654 
Goodwill (c)14,147 3,285 17,432 
Net assets acquired$35,086 $— $35,086 

(a) Contingent consideration obligation was recognized and measured at an estimated fair value as of the acquisition date. The contingent consideration liability assumed is the result of Zyla’s previous acquisition of INDOCIN Products. The liability assumed included contingent consideration related to royalties payable in the form of an earnout provision based on INDOCIN Product revenue estimates and a probability assessment with respect to the likelihood of achieving the level of net sales that would trigger the contingent payment. 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 key assumptions in determining the fair value are the discount rate and the probability assigned to the potential milestones being achieved. At each reporting date, the Company will subsequently re-measure the contingent consideration obligation to estimated fair value. Any changes in the fair value of contingent consideration will be recognized in operating expenses until the contingent consideration arrangement is settled.

(b) The fair value of acquired debt is comprised of the following (in thousands):

13% Senior Secured Note due 2024
$95,000 
Royalty rights obligation3,300 
Promissory note3,000 
Credit agreement10,000 
Total debt$111,300 

Upon the Zyla Merger, the Company assumed and immediately paid off a $3.0 million promissory note. The promissory note was scheduled to mature on July 31, 2020. Additionally upon the Zyla Merger, the Company assumed and immediately paid off a $10.0 million credit agreement. The credit agreement was recognized by Zyla as a related party transaction as the lenders were also holders of a portion of the Zyla’s 13% Notes that were issued on January 31, 2019. The Credit Agreement was scheduled to mature on March 20, 2022. See Note 10, Debt, for further information regarding assumed Debt.
(c) The Company recognized $17.4 million of goodwill which represents the fair value of assets net of the fair value of liabilities assumed in excess of consideration paid. Goodwill arising from the Zyla Merger is not expected to be deductible for tax purposes and is subject to material revision as the purchase price allocation is completed. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Zyla. Refer “Note 7. Intangible Assets” for discussions around related goodwill impairment.
Schedule of Pro Forma Financial Information The following table reflects the pro forma consolidated total revenues and net loss for the periods presented, as if the acquisition of Zyla had occurred on January 1, 2020.
Unaudited
Twelve Months Ended December 31,
2020
Total revenues$131,969 
Net loss$(60,105)