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Discontinued Operations | 12 Months Ended
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Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | 3. DISCONTINUED OPERATIONS Mural Oncology Separation On November 15, 2023, the Company completed the Separation. In connection with the Separation, the Company entered into a separation agreement with Mural, dated as of November 13, 2023, that, among other things, sets forth the Company’s agreements with Mural regarding the principal actions taken or to be taken in connection with the Separation, including the Distribution. The separation agreement identified those assets to be transferred to, liabilities to be assumed by and contracts to be assigned to Mural, including the operating lease for the office and laboratory space at 852 Winter Street in Waltham, Massachusetts, as part of the Separation, and it provided for when and how such transfers, assumptions and assignments were to occur. The purpose of the separation agreement was to provide Mural and the Company with those assets necessary to operate their respective businesses and to retain or assume the respective liabilities related to those assets. Under the terms of the separation agreement, the Company granted Mural a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license (or, as the case may be, sublicense) to IP controlled by the Company as of the date of the Distribution to allow Mural to use such IP for the oncology business, and Mural granted the Company a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license (or, as the case may be, sublicense) to IP transferred to Mural as part of the Separation for the Company’s use outside of the oncology business. Each of Mural and the Company agreed to releases with respect to pre-Distribution claims, and cross-indemnities with respect to post-Distribution claims, that are principally designed to place financial responsibility for the obligations and liabilities allocated to Mural under the separation agreement with Mural, and financial responsibility for the obligations and liabilities allocated to the Company under the separation agreement with the Company. The Company and Mural are also each subject to mutual six-month employee non-solicitation and non-hire restrictions, subject to certain customary exceptions, and certain confidentiality restrictions and information sharing obligations. The transfer of assets and liabilities to Mural was effected through a contribution in accordance with the separation agreement, as summarized below:
(In thousands) |  | November 15, 2023 |
ASSETS |  |  |
Current Assets: |  |  |
Cash and cash equivalents |  | $ | 275,000 |
Total current assets |  |  | 275,000 |
Property, plant and equipment, net |  |  | 10,096 |
Right-of-use assets |  |  | 14,513 |
Goodwill |  |  | 7,800 |
Deferred tax asset |  |  | 1,799 |
Total assets |  | $ | 309,208 |
LIABILITIES |  |  |
Current Liabilities |  |  |
Operating lease liabilities—short-term |  | $ | 6,036 |
Total current liabilities |  |  | 6,036 |
Operating lease liabilities—long-term |  |  | 9,412 |
Total liabilities |  |  | 15,448 |
Net assets transferred to Mural |  | $ | 293,760 |
The Company determined that the Separation and related Distribution qualified as tax-free for U.S. federal income tax purposes, which required significant judgment by management. In making such determinations, the Company applied U.S. federal tax law to relevant facts and circumstances and obtained: (i) a favorable private letter ruling from the IRS; (ii) a tax opinion; and (iii) other external tax advice related to the concluded tax treatment. If the Separation and Distribution were to ultimately fail to qualify for tax-free treatment for U.S. federal income tax purposes, the Company and/or its shareholders could be subject to significant liabilities, which could have material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods. Furthermore, other than taxes recorded on the transfer of intellectual property, the Company determined that the Separation and related Distribution qualified as tax-free for Irish tax purposes, which required significant judgment by management. In making such determinations, the Company applied Irish tax law to relevant facts and circumstances and obtained: (i) a tax opinion; and (ii) other external tax advice related to the concluded tax treatment. If the Separation and Distribution were to ultimately fail to qualify for tax-free treatment for Irish tax purposes, the Company and/or its shareholders could be subject to significant liabilities, which could have material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods. In connection with the Separation, the Company also entered into a tax matters agreement with Mural, dated as of November 13, 2023. The tax matters agreement governs the Company’s and Mural’s respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution, together with certain related transactions, to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters. In connection with the Separation, the Company also entered into the Employee Matters Agreement. The Employee Matters Agreement, as amended, governs the Company’s, Mural’s and their respective subsidiaries’ and affiliates’ rights, responsibilities and obligations after the Separation with respect to, employment, benefits and compensation matters relating to employees and former employees (and their respective dependents and beneficiaries) who are or were associated with the Company, including those who became employees of Mural in connection with the Separation; the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans; other human resources, employment and employee benefits matters; and the treatment of equity-based awards granted by the Company prior to the Separation. The Company entered into two transition services agreements with Mural. On November 13, 2023, Alkermes, Inc., a wholly-owned subsidiary of the Company (“Alkermes US”), and Mural Oncology, Inc., a wholly-owned subsidiary of Mural (“Mural US”), entered into one transition services agreement, pursuant to which the Company and its subsidiaries will provide, on an interim, transitional basis, various services to Mural and its subsidiaries, and a second transition services agreement, pursuant to which Mural and its subsidiaries will provide certain services to the Company and its subsidiaries, in each case for a term of two years, unless earlier terminated in accordance with the terms of the applicable agreement. As of December 31, 2023, the Company had an immaterial amount of accounts receivable and accounts payable due from and to Mural related to such transition services agreements. Discontinued Operations The results of the oncology business and transaction costs related to the Separation have been reflected as “Loss from discontinued operations, net of taxes” in the accompanying consolidated statement of operations and comprehensive income (loss) through the Separation Date. Prior periods have been recast to reflect this presentation. The transaction costs related to the Separation were $36.0 million during 2023 and $1.4 million during 2022, and primarily relate to professional fees for separation activities within the finance, tax, legal and information technology functions. As of December 31, 2022, the assets and liabilities associated with the oncology business are classified as “Assets held for discontinued operations” and “Liabilities related to discontinued operations” in the accompanying consolidated balance sheet. The following table summarizes expenses of the discontinued operations for the years ended December 31, 2023, 2022 and 2021:
|  | Year Ended December 31, |
(In thousands) |  | 2023 |  |  | 2022 |  |  | 2021 |
Operating expenses from discontinued operations |  |  |  |  |  |  |  |  |
Cost of goods manufactured |  | $ | 39 |  |  | $ | 40 |  |  | $ | 64 |
Research and development |  |  | 116,177 |  |  |  | 121,140 |  |  |  | 115,602 |
Selling, general and administrative |  |  | 48,587 |  |  |  | 14,996 |  |  |  | 11,367 |
Total operating expenses from discontinued operations |  |  | 164,803 |  |  |  | 136,176 |  |  |  | 127,033 |
Operating loss from discontinued operations |  |  | (164,803 | ) |  |  | (136,176 | ) |  |  | (127,033 | )
Income tax benefit from discontinued operations |  |  | (1,403 | ) |  |  | (11,061 | ) |  |  | (2,463 | )
Net loss and comprehensive loss from discontinued operations |  | $ | (163,400 | ) |  | $ | (125,115 | ) |  | $ | (124,570 | )
There were no assets and $4.5 million of liabilities related to the Separation as of December 31, 2023. All assets were transferred to Mural as of the Separation Date. The $4.5 million of liabilities classified as “Liabilities related to discontinued operations” in the accompanying consolidated balance sheet relates to bonus amounts accrued for employees that transferred to Mural during 2023 through the Separation Date that will be paid by the Company, in accordance with the terms of the Employee Matters Agreement. The following table summarizes the assets and liabilities related to Mural that have been classified as assets and liabilities from discontinued operations in our accompanying consolidated balance sheet as of December 31, 2022:
(In thousands) |  | December 31, 2022 |
ASSETS |  |  |
Current Assets: |  |  |
Prepaid expenses and other current assets |  | $ | 2,324 |
Total current assets |  |  | 2,324 |
Right-of-use assets |  |  | 18,316 |
Property, plant and equipment, net |  |  | 10,617 |
Goodwill |  |  | 7,800 |
Deferred tax asset |  |  | 1,030 |
Assets from discontinued operations |  | $ | 40,087 |
LIABILITIES |  |  |
Current Liabilities: |  |  |
Operating lease liabilities—short-term |  | $ | 5,844 |
Total current liabilities |  |  | 5,844 |
Operating lease liability—long-term |  |  | 13,542 |
Liabilities related to discontinued operations |  | $ | 19,386 |
The following table summarizes the significant non-cash items and capital expenditures of the discontinued operations that are included in the consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021:
|  | Year Ended December 31, |
|  | 2023 |  |  | 2022 |  |  | 2021 |
|  | (In thousands) |
OPERATING ACTIVITIES: |  |  |  |  |  |  |  |  |
Depreciation |  | $ | 2,319 |  |  | $ | 1,539 |  |  | $ | 1,474 |
Share-based compensation expense |  |  | 8,188 |  |  |  | 6,577 |  |  |  | 5,190 |
Right-of-use assets |  |  | 3,803 |  |  |  | 5,909 |  |  |  | 5,703 |
Operating lease liabilities |  |  | (3,938 | ) |  |  | (5,920 | ) |  |  | (4,758 | )
INVESTING ACTIVITIES: |  |  |  |  |  |  |  |  |
Additions of property, plant and equipment |  | $ | (1,798 | ) |  | $ | (5,510 | ) |  | $ | (4,385 | )

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
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