XML 29 R14.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Discontinued Operations | 12 Months Ended
--- | ---
Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | 3. DISCONTINUED OPERATIONS Mural Oncology Separation In November 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, set 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. 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. Discontinued Operations The results of the former 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. The following table summarizes expenses of the discontinued operations for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, |
(In thousands) | 2024 |  |  | 2023 |  |  | 2022 |
Operating expenses from discontinued operations |  |  |  |  |  |  |  |
Cost of goods manufactured | $ | — |  |  | $ | 39 |  |  | $ | 40 |
Research and development |  | 5,790 |  |  |  | 116,177 |  |  |  | 121,140 |
Selling, general and administrative |  | — |  |  |  | 48,587 |  |  |  | 14,996 |
Total operating expenses from discontinued operations |  | 5,790 |  |  |  | 164,803 |  |  |  | 136,176 |
Operating loss from discontinued operations |  | (5,790 | ) |  |  | (164,803 | ) |  |  | (136,176 | )
Income tax benefit from discontinued operations |  | (722 | ) |  |  | (1,403 | ) |  |  | (11,061 | )
Net loss and comprehensive loss from discontinued operations | $ | (5,068 | ) |  | $ | (163,400 | ) |  | $ | (125,115 | )
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 as of December 31, 2023 related to bonus amounts accrued for employees that transferred to Mural during 2023 through the Separation Date that were paid by the Company in the first quarter of 2024, in accordance with the terms of the employee matters agreement entered into between the Company and Mural. 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 and 2022:
|  |  | Year Ended December 31, |
(In thousands) |  |  | 2023 |  |  | 2022 |
OPERATING ACTIVITIES: |  |  |  |  |  |  |
Depreciation |  |  | $ | 2,319 |  |  | $ | 1,539 |
Share-based compensation expense |  |  |  | 8,188 |  |  |  | 6,577 |
Right-of-use assets |  |  |  | 3,803 |  |  |  | 5,909 |
Operating lease liabilities |  |  |  | (3,938 | ) |  |  | (5,920 | )
INVESTING ACTIVITIES: |  |  |  |  |  |  |
Additions of property, plant and equipment |  |  | $ | (1,798 | ) |  | $ | (5,510 | )

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration