asrt-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 001-39294

ASSERTIO HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware			85-0598378
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)			(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

100 South Saunders Road, Suite 300

Lake Forest, Illinois 60045

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)

(224) 419-7106

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, $0.0001 par value

ASRT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of issued and outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of August 1, 2024, was 95,335,629.

ASSERTIO HOLDINGS, INC.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2024

TABLE OF CONTENTS




PART I — FINANCIAL INFORMATION

Item 1.						Financial Statements (unaudited)

						Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023

						Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2024 and 2023

						Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2024 and 2023

						Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

						Notes to Condensed Consolidated Financial Statements

Item 2.						Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.						Quantitative and Qualitative Disclosures About Market Risk

Item 4.						Controls and Procedures

PART II — OTHER INFORMATION

Item 1.						Legal Proceedings

Item 1A.						Risk Factors

Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.						Exhibits

						Signatures

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(Unaudited)
	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	44,735	$	73,441
Short-term investments	43,644		—
Accounts receivable, net	39,913		47,663
Inventories, net	39,080		37,686
Prepaid and other current assets	10,480		12,272
Total current assets	177,852		171,062
Property and equipment, net	664		770
Intangible assets, net	99,030		111,332


Other long-term assets	1,897		3,255
Total assets	$	279,443	$	286,419
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,271	$	13,439
Accrued rebates, returns and discounts	58,424		58,137
Accrued liabilities	15,124		18,213

Contingent consideration, current portion	2,700		2,700
Other current liabilities	665		954
Total current liabilities	92,184		93,443
Long-term debt	38,729		38,514

Other long-term liabilities	16,377		16,459
Total liabilities	147,290		148,416
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized; 95,333,214 and 94,668,523 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.	9		9
Additional paid-in capital	791,871		789,537
Accumulated deficit	(659,727)		(651,543)

Total shareholders’ equity	132,153		138,003
Total liabilities and shareholders' equity	$	279,443	$	286,419

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Product sales, net	$	30,695	$	40,083	$	62,557	$	81,852
Royalties and milestones	431		723		1,017		1,420
Other revenue	—		185		—		185
Total revenues	31,126		40,991		63,574		83,457
Costs and expenses:
Cost of sales	8,889		4,772		20,066		10,239
Research and development expenses	798		503		1,531		503
Selling, general and administrative expenses	18,385		16,771		36,909		33,675
Change in fair value of contingent consideration	—		241		—		9,408
Amortization of intangible assets	6,671		6,284		12,302		12,568

Restructuring charges	—		—		720		—
Total costs and expenses	34,743		28,571		71,528		66,393
(Loss) income from operations	(3,617)		12,420		(7,954)		17,064
Other income (expense):
Debt-related expenses	—		—		—		(9,918)
Interest expense	(758)		(751)		(1,515)		(1,873)
Interest income	842		650		1,554		1,109
Other gain	8		11		12		354
Total other income (expense)	92		(90)		51		(10,328)
Net (loss) income before income taxes	(3,525)		12,330		(7,903)		6,736
Income tax expense	(149)		(3,860)		(281)		(1,750)



Comprehensive (loss) income	$	(3,674)	$	8,470	$	(8,184)	$	4,986

Basic net (loss) income per share	$	(0.04)	$	0.15	$	(0.09)	$	0.09
Diluted net (loss) income per share	$	(0.04)	$	0.13	$	(0.09)	$	0.09
Shares used in computing basic net (loss) income per share	95,240		56,142		95,110		53,588
Shares used in computing diluted net (loss) income per share	95,240		70,144		95,110		58,010

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited)

SEC Form 10-Q filed by Assertio Holdings Inc.