ASRT Assertio Holdings Inc.

1.54
+0.12  (+9%)
Previous Close 1.42
Open 1.35
52 Week Low 0.8512
52 Week High 5.8
Market Cap $68,736,491
Shares 44,634,085
Float 44,469,295
Enterprise Value $83,098,230
Volume 608,782
Av. Daily Volume 1,148,134
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Drug Pipeline

Drug Stage Notes
Cosyntropin depot
Adrenocortical insufficiency screening
CRL
CRL
CRL announced October 21, 2019.
SEFELSA
Hot flashes
CRL
CRL
CRL issued May 31, 2013.
GRALISE
Postherpetic neuralgia - shingles
Approved
Approved
Approved January 28, 2011.

Latest News

  1. LAKE FOREST, Ill., Nov. 12, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that on October 28, 2021, the Superior Court of the State of California for the County of Alameda (the "Court") preliminarily approved a settlement agreement (the "Settlement") resolving three shareholder derivative lawsuits involving the Company's subsidiary, Assertio Therapeutics, Inc. ("Assertio Therapeutics"). The Settlement was previously disclosed in the Company's quarterly report on Form 10-Q for the period ended September 30, 2021.

    The derivative lawsuits have been pending against Assertio Therapeutics, as a nominal defendant, and certain of its current and former officers and directors.   In accordance…

    LAKE FOREST, Ill., Nov. 12, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that on October 28, 2021, the Superior Court of the State of California for the County of Alameda (the "Court") preliminarily approved a settlement agreement (the "Settlement") resolving three shareholder derivative lawsuits involving the Company's subsidiary, Assertio Therapeutics, Inc. ("Assertio Therapeutics"). The Settlement was previously disclosed in the Company's quarterly report on Form 10-Q for the period ended September 30, 2021.

    The derivative lawsuits have been pending against Assertio Therapeutics, as a nominal defendant, and certain of its current and former officers and directors.   In accordance with the Court's Order Preliminarily Approving Settlement, the Company is issuing this press release and making disclosure of the Settlement to its shareholders in the attached Summary Notice of Shareholder Derivative Litigation, Proposed Settlement, and Settlement Hearing ("Summary Notice"). The terms of the Settlement are described in the Summary Notice attached to the end of this press release.

    About Assertio

    Assertio is a leading commercial pharmaceutical company bringing differentiated products to patients. The Company has a robust portfolio of branded prescription products in three areas: neurology, hospital and pain and inflammation. Assertio has grown through business development including licensing, mergers and acquisitions. To learn more about Assertio, visit www.assertiotx.com.

    Investor Contact

    Max Nemmers

    Head, Investor Relations and Administration



    Forward Looking Statements

    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio. All statements other than historical facts may be forward-looking statements and can be identified by words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will," "aim" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio.

    Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to the offering. These risks are more fully described in Assertio's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in other filings Assertio makes with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance or expected results of Assertio.

    SUMMARY NOTICE OF SHAREHOLDER DERIVATIVE LITIGATION, PROPOSED SETTLEMENT, AND SETTLEMENT HEARING

    TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF ASSERTIO HOLDINGS, INC. (EXCLUDING DEFENDANTS) AND THEIR SUCCESSORS-IN- INTEREST.

    PLEASE READ THIS SUMMARY NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.

    YOU ARE HEREBY NOTIFIED that a consolidated shareholder derivative action styled In re Depomed, Inc. Derivative Litigation, Master File No. RG17877280 (the "Consolidated Action") and two related shareholder derivative actions pending in federal court: (1) Ross v. Fogarty, et al., Case No. 4:17-cv-06592- JST (N.D. Cal.); and (2) Lutz v. Higgins, et al., Case No. 1:18-cv-02044-CFC (D. Del.) (together with the Consolidated Action, the "Actions"), are being settled on the terms set forth in the Stipulation of Settlement and Release Agreement dated October 26, 2021 (the "Agreement"). This Summary Notice is provided by order of the Superior Court of the State of California for the County of Alameda, Complex Civil Litigation Division (the "Court").

    The Actions allege claims derivatively on behalf of Assertio against the Individual Defendants1 for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, corporate waste, and violations of the federal securities laws. Pursuant to the terms of the Settlement set forth in the Agreement, Assertio Holdings, Inc. and the Company (as applicable) agree to adopt and/or maintain certain corporate governance and other business changes. Certain of the corporate governance and other business changes, as outlined in the Agreement, shall be maintained for at least two (2) years after they are adopted, unless altered in accordance with the mechanisms provided in the Agreement. The Company also agrees to cause an award of attorneys' fees and expenses to be paid to Lead Counsel in the total amount of $150,000 (the "Fee and Expense Award"), subject to approval of the Court, out of which Service Awards of $1,000 per each of the four Lead Plaintiffs will be paid. The Individual Defendants have denied and continue to deny each and all of the claims and allegations of wrongdoing asserted in the Actions. This Summary Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Agreement.

    On December 14, 2021, at 3:00 p.m., a hearing (the "Settlement Hearing") will be held at the Superior Court of the State of California for the County of Alameda, Administration Building, 1221 Oak St., 4th Floor, Dept. 23, Oakland, California 94612, to determine whether the proposed Settlement on the terms and conditions provided for in the Agreement is fair, reasonable, and adequate, including the Fee and Expense Award, and should be approved; hear and rule on any objections by Current Assertio Stockholders thereto; and determine whether the Order and Final Judgment should be entered. The Court has the right to change the hearing date and to hold the Settlement Hearing telephonically or by other virtual means. If you are planning to attend the Settlement Hearing, you should consult the Court's calendar or the investor relations section of the Company's website at https://investor.assertiotx.com, for any change in date, time or format of the Settlement Hearing. If you have no objection to the Settlement, you do not need to appear at the Settlement Hearing or take any other action.

    This Summary Notice provides a condensed overview of certain provisions of the Agreement with the exhibits thereto, which was filed with the Court, and the full notice of the proposed Settlement (the "Notice"). It is not a complete statement of the events of the Actions or the terms set forth in the Agreement. Copies of the Agreement with the exhibits thereto and the Notice are available on the investor relations section of the Company's website at https://investor.assertiotx.com. Inquiries regarding the Actions or proposed Settlement also may be made to counsel for the Lead Plaintiffs: Timothy Brown, The Brown Law Firm, P.C., 767 Third Avenue, Suite 2501, New York, NY 10017, (516) 922-5427.

    You may enter an appearance before the Court, at your own expense, individually or through counsel of your choice. If you want to object at the Settlement Hearing, you must be a Current Assertio Stockholder. You may also submit a written objection to the Settlement of the Actions, the proposed Order and Final Judgment, and/or the proposed Fee and Expense Award. Any such written objection to any aspect of the Settlement must be sent by first class mail to Lead Counsel for Plaintiffs no later than November 30, 2021, in accordance with the procedures set forth in the Agreement and the Notice. Any objection may not exceed twenty-five (25) pages in length. Any Current Assertio Stockholder who does not object at the Settlement Hearing and/or in writing will be bound by the Order and Final Judgment of the Court granting final approval to the Settlement, and shall be deemed to have waived the right to object (including the right to appeal) and forever shall be barred, in this proceeding or in any other proceeding, from raising such objection.

    ______________________________

    1 Unless otherwise defined, all capitalized terms used herein shall have the meanings set forth in the Agreement.

    PLEASE DO NOT CONTACT THE COURT OR

    THE CLERK'S OFFICE REGARDING THIS SUMMARY NOTICE.



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  2. A Conference Open to All Classes of Investors
    70+ Companies Presenting and Meeting Interested Investors 1x1
    Wednesday and Thursday, December 8-9, 2021

    NEW YORK, NY / ACCESSWIRE / November 5, 2021 / Sidoti & Company, LLC has updated its preliminary list of presenting companies for its two-day Microcap Virtual Conference, taking place Wednesday and Thursday, December 8 - 9, 2021. Currently over 70 microcap companies are expected to present. Sidoti events are open to every class of investor, including client and non-client institutions, family offices, high net worth individuals and retail investors of all sizes. Register at www.sidoti.com/events to learn more about our conference and gain access to an event that promises to provide insight into the…

    A Conference Open to All Classes of Investors
    70+ Companies Presenting and Meeting Interested Investors 1x1
    Wednesday and Thursday, December 8-9, 2021

    NEW YORK, NY / ACCESSWIRE / November 5, 2021 / Sidoti & Company, LLC has updated its preliminary list of presenting companies for its two-day Microcap Virtual Conference, taking place Wednesday and Thursday, December 8 - 9, 2021. Currently over 70 microcap companies are expected to present. Sidoti events are open to every class of investor, including client and non-client institutions, family offices, high net worth individuals and retail investors of all sizes. Register at www.sidoti.com/events to learn more about our conference and gain access to an event that promises to provide insight into the investment merits of a substantial roster of microcap companies.

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    About Sidoti

    For over two decades, Sidoti has been a premier provider of independent securities research focused specifically on small- and micro-cap companies and the institutions that invest their securities, with most of our coverage in the $50 million - $4 billion market cap range. Our approach affords companies and institutional clients a combination of high-quality research, a small-and micro- cap focused nationwide sales effort and broad access to corporate management teams. We serve 500+ institutional clients in North America, including many leading managers of portfolios with $200 million to $2 billion of AUM. Sidoti promotes meaningful interaction between issuers and investors in the small- and micro-cap space through our conferences https://www.sidoti.com/events and the hundreds of non-deal roadshows we host each year.

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    Register Now for Sidoti's Upcoming Events:

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    SOURCE: Sidoti & Company, LLC



    View source version on accesswire.com:
    https://www.accesswire.com/671404/Sidoti-Microcap-Virtual-Conference

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  3. Raises Full Year Net Product Sales and Non-GAAP Adjusted EBITDA Guidance

    Net Product Sales of $26.0 Million

    Quarterly Net Cash Flows from Operating Activities of $4.7 Million, Representing Second Consecutive Quarter of Positive Cash Flows from Operating Activities and Highest Since Q4 2019

    Non-GAAP Adjusted EBITDA of $15.8 Million, Highest Since Q4 2019

    LAKE FOREST, Ill., Nov. 04, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT), a leading commercial pharmaceutical company bringing differentiated products to patients, today reported financial results for the third quarter ended September 30, 2021.

    Financial Highlights:
    (unaudited)

     Three Months Ended September 30, Nine Months Ended September

    Raises Full Year Net Product Sales and Non-GAAP Adjusted EBITDA Guidance

    Net Product Sales of $26.0 Million

    Quarterly Net Cash Flows from Operating Activities of $4.7 Million, Representing Second Consecutive Quarter of Positive Cash Flows from Operating Activities and Highest Since Q4 2019

    Non-GAAP Adjusted EBITDA of $15.8 Million, Highest Since Q4 2019

    LAKE FOREST, Ill., Nov. 04, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT), a leading commercial pharmaceutical company bringing differentiated products to patients, today reported financial results for the third quarter ended September 30, 2021.

    Financial Highlights:

    (unaudited)

     Three Months Ended September 30, Nine Months Ended September 30,
     2021 2020 2021 2020
    (in thousands)       
    Net Product Sales (GAAP)$25,997  $33,664   $77,271   $61,974  
    Net Income (Loss) (GAAP)$3,737  $(10,522)  $(5,887)  $(3,791) 
    Adjusted EBITDA (Non-GAAP)(1)$15,796  $5,242   $31,004   $8,116  

    (1) Adjusted EBITDA is reconciled to the corresponding GAAP measures in the schedules attached.

    "This quarter represents the achievement of several significant milestones in the transformation of Assertio, as our restructuring has been completed and we have now shifted our priorities to growing the business. Our results are evidence that our investments in digital capabilities and the strength of our model are gathering momentum," said Dan Peisert, President and Chief Executive Officer of Assertio.

    "Due to the strength of our results year-to-date and the confidence we have in the outlook for our business, we have raised our guidance for both full-year net product sales and non-GAAP adjusted EBITDA. In a short period of time we have built a lean, efficient organization, mitigated or resolved several legacy legal uncertainties, and created our commercial model. The execution against our key priorities has Assertio well positioned for the next step of growth through business development."

    Third Quarter 2021 and Subsequent Highlights:

    Executing on 2021 Priorities:

    • Mitigating Legacy Legal Uncertainties: During the third quarter of 2021, the Company continued to focus on resolving legacy legal uncertainties and took substantial steps toward settling certain matters in a way that management believes will allow it to invest in sustainable long-term growth.



      • The Company recently settled its federal Glumetza antitrust litigation for $7.0 million, which was paid in the quarter. This includes a $3.85 million class settlement that is subject to court approval. The California state case brought by Humana remains ongoing.



      • The Company also entered into a settlement agreement for a total of $1.2 million, of which our insurer will pay $0.8 million, for its securities class action and related derivatives, also subject to court approval.



      • Both of these settlements were part of the Company's loss contingency provision taken the second quarter of 2021. The Company admitted no liability as to the claims against it and denied all allegations of wrongdoing.
    • Delivering on Restructuring Synergies: The Company's successful execution of its restructuring plan has resulted in cost savings that have come in ahead of its previously announced target of $40.0 million in 2021. Despite the anticipated year-over-year product sales decline, the cost savings has resulted in substantial improvement in net income, adjusted EBITDA, and operating cash flows.
    • Digital Acceleration and New Channels: Our partnership with the leading migraine telemedicine platform, Cove, has had a strong initial launch with a 77% increase in CAMBIA® prescriptions through Cove in the third quarter of 2021 compared to the third quarter of 2020. Our SPRIX® program with Cove was also recently launched.
    • Generating Strong Operating Cash Flow: The Company generated $4.7 million of net cash flows from operating activities in the third quarter, inclusive of its legal settlement payments of $7.0 million.
    • Reducing Our Debt: The Company's cash balance as of September 30, 2021 was $58.7 million. A principal payment of $4.8 million was made for the senior secured debt on November 1, 2021, leaving an outstanding balance of $70.8 million that does not fully mature until 2024.

    2021 Financial Guidance:

    The Company announces it has raised its full-year net product sales and adjusted EBITDA guidance:

     Prior GuidanceNew Guidance
    Net Product Sales (GAAP)$91.0 - $96.0 MillionGreater Than $103.0 Million
    Adjusted EBITDA (Non-GAAP)(1)$34.0 - $37.0 MillionGreater Than $43.0 Million

    (1) See "Non-GAAP Financial Measures" below for additional information.

    COVID-19

    Following the outbreak of COVID-19 during early 2020, the Company's priority was and remains the health and safety of its employees, their families, and the patients it serves. As a result, in March 2020, the Company initiated remote working arrangements and maintained flexible work arrangements for individuals, which continued through the remainder of 2020 and into 2021. In addition to the health and safety of its employees, the Company is focused on ensuring that it continues making its products accessible to the patients who need them. Because COVID-19 impacted its ability to see in-person providers who prescribe its products, the Company adapted its approach during 2020 and increased its virtual visits. Additionally, due to the limitations on elective surgeries and changes in patient behavior since the outbreak of COVID-19, the Company experienced a decline and subsequent volatility in prescriptions associated with those elective procedures.

    The Company implemented a restructuring plan in December 2020 which, it believes, allows the business to continue to provide its differentiated products to patients and better positions itself for future success. The Company believes that it is prepared with sufficient product inventory, technology to facilitate virtual and / or digital communications, and operations prepared to adapt its work environment as needed. The extent to which its operations may continue to be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak, actions by government authorities to contain the outbreak or treat its impact, the emergence of new COVID-19 variants and the related potential for new surges in infections, and the distribution, public acceptance and efficacy of COVID-19 vaccines including for emerging variants.

    Investor Presentation

    Please visit http://investor.assertiotx.com/overview/default.aspx to view the accompanying third quarter 2021 investor presentation.

    Conference Call Information

    Assertio's management will host a conference call to discuss its third quarter 2021 financial results today:

    Date:Thursday, November 4, 2021
    Time:4:30 p.m. Eastern Time
    Webcast (live and archive):http://investor.assertiotx.com/overview/default.aspx                                       

    (Events & Webcasts, Investor Page)
    Dial-in numbers:1-844-200-6205 (domestic)
     1-929-526-1599 (international)
    Conference number:299479

    To access the live webcast and replay, please visit Assertio's investor relations website at http://investor.assertiotx.com/overview/default.aspx. Please connect at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. The replay will be available approximately two hours after the call on Assertio's investor website.

    About Assertio

    Assertio is a leading commercial pharmaceutical company bringing differentiated products to patients. The Company has a robust portfolio of branded prescription products in three areas: neurology, hospital and pain and inflammation. Assertio has grown through business development including licensing, mergers and acquisitions. To learn more about Assertio, visit www.assertiotx.com.

    Investor Contact

    Max Nemmers

    Head, Investor Relations and Administration

     

    Forward Looking Statements

    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio. All statements other than historical facts may be forward-looking statements and can be identified by words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may", "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will," "aim" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio. Factors that could cause Assertio's actual results to differ materially from those implied in the forward-looking statements include: (1) risks related to disruption of management time from ongoing business operations due to the recent restructuring of Assertio's workforce announced on December 15, 2020 (the "Restructuring") and/or the integration of the merger with Zyla Life Sciences (the "Merger"); (2) unexpected costs, charges or expenses resulting from the Restructuring and/or the Merger; (3) the ability of the Assertio to retain key personnel; (4) potential adverse changes to business relationships resulting from the Merger; (5) the combined company's ability to achieve the growth prospects and synergies expected from the Merger, as well as delays, challenges and expenses associated with integrating the combined company's existing businesses; (6) negative effects of the Merger on the market price of Assertio's common stock, credit ratings and operating results; (7) legislative, regulatory and economic developments, including changing business conditions in the industries in which Assertio operates; (8) Assertio's ability to successfully pursue and complete business development, strategic partnerships, and investment opportunities to build and grow for the future; (9) the commercial success and market acceptance of Assertio's products; (10) coverage of Assertio's products by payors and pharmacy benefit managers; (11) Assertio's ability to execute on its sales, marketing and non-personal and digital promotion strategies, including developing relationships with customers, physicians, payors and other constituencies; (12) the entry of any generic products for any of Assertio's products; (13) the outcome of Assertio's opioid-related investigations, Assertio's opioid-related litigation and related claims for insurance coverage, and Assertio's securities class action and other disputes and litigation, and the costs and expenses associated therewith; (14) the outcome of Assertio's antitrust litigation relating to the drug Glumetza®; (15) Assertio's estimates regarding expenses, future revenues, capital requirements and needs for additional financing; (16) Assertio's ability to generate sufficient cash flow from its business to make payments on its indebtedness; (17) Assertio's ability to restructure or refinance its indebtedness and Assertio's compliance with the terms and conditions of the agreements governing its indebtedness; (18) compliance or non-compliance with legal and regulatory requirements related to the development or promotion of pharmaceutical products in the U.S.; (19) Assertio's plans to acquire, in-license or co-promote other products, and/or acquire companies; (20) Assertio's ability to raise additional capital, if necessary; (21) variations in revenues obtained from collaborative agreements; (22) Assertio's counterparties' compliance or non-compliance with obligations under agreements; (23) the ability of Assertio's common stock to maintain compliance with Nasdaq's minimum closing bid requirement of at least $1.00 per share; (24) obtaining and maintaining intellectual property protection for Assertio's products; (25) Assertio's ability to operate its business without infringing the intellectual property rights of others; (26) the impact of disasters, acts of terrorism or global pandemics, including COVID-19; (27) general market conditions; and (28) other risks listed in Assertio's filings with the United States Securities and Exchange Commission ("SEC"). These risks are more fully described in Assertio's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and in other filings Assertio makes with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance or expected results of Assertio.

    Non-GAAP Financial Measures

    To supplement the Company's financial results presented on a U.S. generally accepted accounting principles (GAAP) basis, the Company has included information about non-GAAP measures of EBITDA and adjusted EBITDA as useful operating metrics. The Company believes that the presentation of these non-GAAP financial measures, when viewed with results under GAAP and the accompanying reconciliation, provides supplementary information to analysts, investors, lenders, and the Company's management in assessing the Company's performance and results from period to period. The Company uses these non-GAAP measures internally to understand, manage and evaluate the Company's performance, and in part, in the determination of bonuses for executive officers and employees. These non-GAAP financial measures should be considered in addition to, and not a substitute for, or superior to, net income or other financial measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, non-GAAP measures used by other companies.

    This release also includes estimated non-GAAP adjusted EBITDA information, which the Company believes enables investors to better understand the anticipated performance of the business, but should be considered a supplement to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP. No reconciliation of estimated non-GAAP adjusted EBITDA to estimated net income is provided in this release because some of the information necessary for estimated net income such as income taxes, fair value change in contingent consideration, and stock-based compensation is not yet ascertainable or accessible and the Company is unable to quantify these amounts that would be required to be included in estimated net income without unreasonable efforts.

    Specified Items

    Non-GAAP measures presented within this release exclude specified items. The Company considers specified items to be significant income/expense items not indicative of current operations. Specified items include adjustments to interest expense, income tax expense (benefit), depreciation expense, amortization expense, sales reserves adjustments for products the Company is no longer selling, stock-based compensation expense, fair value adjustments to contingent consideration, restructuring costs, amortization of fair value inventory step-up as result of purchase accounting, non-cash adjustments to Collegium Commercialization agreement revenue, transaction-related costs, gains or losses from adjustments to long-lived assets and assets not part of current operations, and gains or losses resulting from debt refinancing or extinguishment.

    Revisions to Specified Items

    As a result of the Company's December 2020 restructuring plan and subsequent announcement of a new executive team, beginning in 2021, the Company will no longer adjust for legal costs and expenses incurred in connection with opioid-related litigation, investigations and regulations pertaining to the Company's historical commercialization of opioid products as a specified item in the non-GAAP measure adjusted EBITDA. Management's priorities include, amongst other items, operating cash flows and mitigating legacy legal uncertainties and therefore believes that investors will benefit from the ability to view the profitability of the Company's current and ongoing business activities with such costs included. Given the timing of the December 2020 restructuring plan and subsequent announcement of the new executive team, Management believes 2021 is the appropriate time to make such an update. Prior period amounts of Adjusted EBITDA have been recast to conform to this presentation.



    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    (in thousands, except per share amounts)

    (unaudited)

     Three Months Ended September 30, Nine Months Ended September 30,
     2021 2020 2021 2020
    Revenues:       
    Product sales, net$25,997   $33,664   $77,271   $61,974  
    Commercialization agreement, net         11,258  
    Royalties and milestones416   299   1,391   1,158  
    Other revenue(941)  602   (976)  1,709  
    Total revenues25,472   34,565   77,686   76,099  
    Costs and expenses:       
    Cost of sales3,050   6,462   10,936   13,099  
    Research and development expenses   1,316      3,983  
    Selling, general and administrative expenses9,313   27,607   43,279   83,052  
    Amortization of intangible assets7,175   5,587   20,939   18,237  
    Restructuring charges   268   1,089   6,787  
    Total costs and expenses19,538   41,240   76,243   125,158  
    Income (loss) from operations5,934   (6,675)  1,443   (49,059) 
    Other (expense) income :       
    Interest expense(2,495)  (3,050)  (7,783)  (13,328) 
    Other gain (loss), net344   253   747   (3,571) 
    Gain on sale of Gralise         126,655  
    Loss on extinguishment of convertible notes         (47,880) 
    Loss on sale of NUCYNTA         (14,749) 
    Loss on debt extinguishment         (8,233) 
    Total other (expense) income(2,151)  (2,797)  (7,036)  38,894  
    Net income (loss) before income taxes3,783   (9,472)  (5,593)  (10,165) 
    Income tax (expense) benefit(46)  (1,050)  (294)  6,374  
    Net income (loss) and Comprehensive income (loss)$3,737   $(10,522)  $(5,887)  $(3,791) 
            
    Basic net income (loss) per share$0.08   $(0.35)  $(0.14)  $(0.15) 
    Diluted net income (loss) per share$0.08   $(0.35)  $(0.14)  $(0.15) 
    Shares used in computing basic net income (loss) per share44,969   29,891   42,550   24,958  
    Shares used in computing diluted net income (loss) per share45,055   29,891   42,550   24,958  

     



    CONDENSED CONSOLIDATED BALANCE SHEETS

    (in thousands)

    (unaudited)

     September 30, 2021 December 31, 2020
    ASSETS   
    Current assets:   
    Cash and cash equivalents$58,726   $20,786  
    Accounts receivable, net36,145   44,350  
    Inventories, net5,481   11,712  
    Prepaid and other current assets12,193   17,406  
    Total current assets112,545   94,254  
    Property and equipment, net1,678   2,437  
    Intangible assets, net179,143   200,082  
    Other long-term assets5,939   6,501  
    Total assets$299,305   $303,274  
    LIABILITIES AND SHAREHOLDERS' EQUITY   
    Current liabilities:   
    Accounts payable$7,666   $14,808  
    Accrued rebates, returns and discounts43,830   63,114  
    Accrued liabilities13,782   27,071  
    Current portion of long-term debt12,257   11,942  
    Contingent consideration, current portion7,200   6,776  
    Interest payable4,193   1,793  
    Other current liabilities11,552   7,182  
    Total current liabilities100,480   132,686  
    Long-term debt66,410   72,160  
    Contingent consideration30,759   31,776  
    Other long-term liabilities4,796   11,138  
    Total liabilities202,445   247,760  
    Commitments and contingencies   
    Shareholders' equity:   
    Common stock, $0.0001 par value, 200,000,000 shares authorized; 44,622,498 and 28,392,149 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively4   3  
    Additional paid-in capital530,689   483,456  
    Accumulated deficit(433,833)  (427,945) 
    Total shareholders' equity96,860   55,514  
    Total liabilities and shareholders' equity$299,305   $303,274  

     



    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (in thousands)

    (unaudited)

     Nine Months Ended September 30,
     2021 2020
    Operating Activities   
    Net loss$(5,887)  $(3,791) 
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:   
    Gain on sale of Gralise   (126,655) 
    Loss on sale of NUCYNTA   14,749  
    Loss on extinguishment of Convertible Notes   47,880  
    Loss on prepayment of Senior Notes   8,233  
    Depreciation and amortization21,698   19,468  
    Amortization of debt discount, debt issuance costs and royalty rights159   5,614  
    Recurring fair value measurement of assets and liabilities1,902   5,485  
    Stock-based compensation2,596   7,038  
    Provision for inventory and other assets(86)  2,561  
    Changes in assets and liabilities, net of acquisition:   
    Accounts receivable8,205   24,944  
    Inventories6,317   (792) 
    Prepaid and other assets5,777   1,837  
    Accounts payable and other accrued liabilities(22,405)  (18,447) 
    Accrued rebates, returns and discounts(19,284)  (43,265) 
    Interest payable2,400   (4,449) 
    Net cash provided by (used in) operating activities1,392   (59,590) 
    Investing Activities   
    Purchases of property and equipment   (10) 
    Cash acquired in Zyla Merger   7,585  
    Proceeds from sale of NUCYNTA   368,965  
    Proceeds from sale of Gralise   130,261  
    Proceeds from sale of investments   6,000  
    Net cash provided by investing activities   512,801  
    Financing Activities   
    Payments in connection with convertible notes(335)  (264,731) 
    Payment in connection with Series A-1 and A-2 debt(4,750)  (10,000) 
    Payment of contingent consideration(2,495)  (261) 
    Payments in connection with Senior Notes settlement   (171,775) 
    Payments on Revolver   (10,000) 
    Payments on Promissory Note   (3,000) 
    Payment of Royalty Rights(510)    
    Proceeds from issuance of common stock44,861     
    Proceeds from exercise of stock options193     
    Shares withheld for payment of employee's withholding tax liability(416)  (814) 
    Net cash provided by (used in) financing activities36,548   (460,581) 
    Net increase (decrease) in cash and cash equivalents37,940   (7,370) 
    Cash and cash equivalents at beginning of year20,786   42,107  
    Cash and cash equivalents at end of period$58,726   $34,737  
        
    Supplemental Disclosure of Cash Flow Information   
    Net cash paid for income taxes$   $865  
    Cash paid for interest$5,216   $12,100  



    RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP EBITDA and ADJUSTED EBITDA

    (in thousands)

    (unaudited)

      Three Months Ended September 30, Nine Months Ended September 30,  
      2021 2020 2021 2020 Financial Statement Classification
    GAAP Net Income/(Loss) $3,737  $(10,522)  $(5,887)  $(3,791)   
    Interest expense 2,495  3,050   7,783   13,328   Interest expense
    Income tax expense (benefit) 46  1,050   294   (6,374)  Income tax benefit (expense)
    Depreciation expense 236  561   758   1,231   Selling, general and administrative expenses
    Amortization of intangible assets 7,175  5,587   20,939   18,237   Amortization of intangible assets
    EBITDA (Non-GAAP) $13,689  $(274)  $23,887   $22,631    
    Adjustments:          
    Legacy products revenue reserves (1) 941  (602)  976   (1,709)  Other revenue
    Stock-based compensation (2) 866  1,511   2,596   6,039   Multiple
    Contingent consideration fair value change (3) 300  1,861   1,902   1,861   Selling, general and administrative expenses
    Restructuring cost (4)   268   1,089   6,787   Restructuring charges
    Other (5)   518   554   4,794   Multiple
    Prior year adjustments not repeating (6)   1,960      (32,287)  Multiple
    Adjusted EBITDA (Non-GAAP) $15,796  $5,242   $31,004   $8,116    



    (1)Removal of the impact of revenue adjustment estimates related to previously divested products. During the third quarter of 2021, the Company reclassified product sales adjustments for previously divested products from Product sales, net to Other revenue . There was no change to Total revenue as a result of the reclassifications. Prior period results have been recast to conform with current period presentation.
      
    (2)Stock based compensation for the three and nine months ended September 30, 2021 and three months ended September 30, 2020 is included in Selling, general and administrative expenses. Stock based compensation for the nine months ended September 30, 2020 included $0.3 million in Research and development expense and $5.7 million in Selling, general and administrative expenses.
      
    (3)The fair value of the contingent consideration is remeasured each reporting period, with changes in the fair value resulting from a change in the underlying inputs being recognized in operating expenses until the contingent consideration arrangement is settled.
      
    (4)Restructuring and related costs represents non-recurring costs associated with the Company's announced restructuring plans.
      
    (5)For the three and nine months ended September 30, 2021 and the three and nine months ended September 30, 2020, Other represents amortization of inventory step-up recognized in Cost of sales related to Zyla acquired inventories sold. For the nine months ended September 30, 2020, Other also includes credit loss reserve recognized in the first quarter of 2020 in Other gain (loss) related the Company's investment in a company engaged in medical research.
      
    (6)Represent the following one-time adjustments included in three and nine months ended September 30, 2020:
      
     a. Gain on sale of Gralise of zero and $126.7 million, respectively

    b. Loss on sale of NUCYNTA of zero and $14.7 million, respectively

    c. Loss on extinguishment of convertible notes and debt of zero and $56.1 million, respectively

    d. Transaction costs of $2.0 million and $18.0 million, respectively

    e. Change in fair value of Collegium warrants of zero and $3.6 million, respectively

    f. NUCYNTA Commercialization agreement revenues of zero and $1.8 million, respectively


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  4. LAKE FOREST, Ill., Oct. 26, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that it will release third quarter 2021 financial results on Thursday, November 4, 2021, after the close of markets. Following the release of its financial results, Assertio's management will host a conference call beginning at 4:30 p.m. eastern time.

    Date:Thursday, November 4, 2021
    Time:4:30 p.m. Eastern Time
    Dial-in numbers:1 (844) 200-6205 (domestic)
     1 (929) 526-1599 (international)
    Conference number:299479

    To access the live webcast and replay, please visit Assertio's investor relations website at https://investor.assertiotx.com/overview/default.aspx. Please connect at least 15 minutes prior to the live…

    LAKE FOREST, Ill., Oct. 26, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that it will release third quarter 2021 financial results on Thursday, November 4, 2021, after the close of markets. Following the release of its financial results, Assertio's management will host a conference call beginning at 4:30 p.m. eastern time.

    Date:Thursday, November 4, 2021
    Time:4:30 p.m. Eastern Time
    Dial-in numbers:1 (844) 200-6205 (domestic)
     1 (929) 526-1599 (international)
    Conference number:299479

    To access the live webcast and replay, please visit Assertio's investor relations website at https://investor.assertiotx.com/overview/default.aspx. Please connect at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. The replay will be available approximately two hours after the call on Assertio's investor website.

    About Assertio

    Assertio is a leading commercial pharmaceutical company bringing differentiated products to patients. The Company has a robust portfolio of branded prescription products in three areas: neurology, hospital, and pain and inflammation. Assertio has grown through business development including licensing, mergers, and acquisitions. To learn more visit www.assertiotx.com.

    Investor Contact

    Max Nemmers

    Head, Investor Relations and Administration

    Forward Looking Statements

    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio. All statements other than historical facts may be forward-looking statements and can be identified by words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will," "aim" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio.

    Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to the offering. These risks are more fully described in Assertio's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in other filings Assertio makes with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance or expected results of Assertio.



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  5. LAKE FOREST, Ill., July 20, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that it will release second quarter 2021 financial results on Thursday, August 5, 2021, after the close of markets. Following the release of its financial results, Assertio's management will host a conference call beginning at 4:30 p.m. eastern time.

    Date:Thursday, August 5, 2021
    Time:4:30 p.m. Eastern Time
    Dial-in numbers:1 (888) 771-4371 (domestic)
     1 (847) 585-4405 (international)
    Conference number:50199336

    The live webcast and replay may be accessed at https://investor.assertiotx.com. Please connect to the Company's website at least 15 minutes prior to the live webcast to ensure adequate time for any…

    LAKE FOREST, Ill., July 20, 2021 (GLOBE NEWSWIRE) -- Assertio Holdings, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today announced that it will release second quarter 2021 financial results on Thursday, August 5, 2021, after the close of markets. Following the release of its financial results, Assertio's management will host a conference call beginning at 4:30 p.m. eastern time.

    Date:Thursday, August 5, 2021
    Time:4:30 p.m. Eastern Time
    Dial-in numbers:1 (888) 771-4371 (domestic)
     1 (847) 585-4405 (international)
    Conference number:50199336

    The live webcast and replay may be accessed at https://investor.assertiotx.com. Please connect to the Company's website at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. The replay will be available approximately two hours after the call on Assertio's investor website.

    About Assertio

    Assertio is a leading commercial pharmaceutical company bringing differentiated products to patients. The Company has a robust portfolio of branded prescription products in three areas: neurology, hospital, and pain and inflammation. Assertio has grown through business development including licensing, mergers, and acquisitions. To learn more visit www.assertiotx.com.

    Investor Contact

    Max Nemmers

    Head, Investor Relations and Administration

    Forward Looking Statements

    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio. All statements other than historical facts may be forward-looking statements and can be identified by words such as "anticipate," ‘believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will," "aim" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio.

    Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to the offering. These risks are more fully described in Assertio's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in other filings Assertio makes with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance or expected results of Assertio.



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