Discontinued Operations | Note 6—Discontinued Operations In September 2024, Dermavant entered into the Merger Agreement with Organon, Merger Sub, and us, solely in our capacity as the representative of the securityholders of Dermavant. Organon’s acquisition of Dermavant was completed in October 2024, subsequent to quarter end. Organon agreed to acquire Dermavant for aggregate cash consideration comprising (i) a payment of $175.0 million payable at the closing of the Dermavant Transaction, subject to certain adjustments, (ii) a $75.0 million milestone payment payable upon FDA approval of VTAMA (the “Product”) for the treatment of atopic dermatitis and (iii) up to $950.0 million in additional milestone payments payable upon achievement of certain tiered net sales amounts with respect to the Product, each less than or equal to $1.0 billion. Additionally, Organon agreed to make tiered royalty payments of (x) low-to-mid single digit percentages with respect to annual net sales of the Product up to $1.0 billion and (y) 30% with respect to annual net sales of the Product above $1.0 billion. Such consideration and royalty payments are payable to all of Dermavant’s equity holders, including holders of restricted stock units, options and warrants, on a pro rata basis relative to their ownership of Dermavant prior to the closing of the Dermavant Transaction (in each case, after giving effect to the liquidation preference of Dermavant’s preference shares, all of which are held by the Company, and otherwise in accordance with the applicable terms of such securities). Under the liquidation preference of Dermavant’s preference shares, the Company is entitled to receive 100% of the first $270.0 million of consideration paid pursuant to the Merger Agreement. The Company received $183.6 million in cash in October 2024 upon the closing of the Dermavant Transaction. As contemplated by the Merger Agreement, in connection with the closing of the Dermavant Transaction, Dermavant repaid all amounts outstanding or otherwise payable (including accrued interest and all premiums and exit fees) pursuant to a senior secured credit facility (the “Credit Facility”), dated as of May 14, 2021 and amended as of May 24, 2024, by and among Dermavant, certain subsidiaries of Dermavant, XYQ Luxco S.A.R.L. and U.S. Bank Trust Company, National Association, and terminated the Credit Facility in accordance with its terms. Following the closing of the Dermavant Transaction, all rights and obligations under each of (A) the Revenue Interest Purchase and Sale Agreement, dated as of May 14, 2021 and amended as of May 24, 2024, by and among Dermavant, Dermavant Sciences GmbH, XYQ Luxco S.A.R.L., NovaQuest Co-Investment Funds XVII, L.P., MAM Tapir Lender, LLC and U.S. Bank Trust Company, National Association and (B) the Funding Agreement, dated as of July 10, 2018 and amended as of May 24, 2024, by and among Dermavant, Dermavant Sciences GmbH and NovaQuest Co-Investment Fund VIII, L.P. were retained by Dermavant and its subsidiaries, which became indirect wholly owned subsidiaries of Organon. As a result of the Dermavant Transaction, the Company accounted for the assets and liabilities of Dermavant as assets and liabilities of discontinued operations at September 30, 2024 and March 31, 2024. Assets and liabilities of Dermavant are presented as “Current assets of discontinued operations,” “Noncurrent assets of discontinued operations,” “Current liabilities of discontinued operations,” and “Noncurrent liabilities of discontinued operations” on the accompanying consolidated balance sheets as of September 30, 2024 and March 31, 2024. All assets and liabilities of Dermavant were classified as current as of September 30, 2024 based on the anticipated completion date of the acquisition. Financial results of Dermavant are presented as “(Loss) income from discontinued operations, net of tax” in the accompanying consolidated statements of operations for the three and six months ended September 30, 2024 and 2023. The following table presents components of discontinued operations included in “(Loss) income from discontinued operations, net of tax” (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Product revenue, net $ 20,936 $ 18,424 $ 39,303 $ 35,083 License, milestone and other revenue 3,851 15,029 32,626 15,511 Revenue, net 24,787 33,453 71,929 50,594 Operating expenses: Cost of revenues 6,656 3,043 10,421 6,274 Research and development 8,396 17,194 21,097 32,911 Selling, general and administrative 45,503 75,779 94,129 140,687 Total operating expenses 60,555 96,016 125,647 179,872 Loss from operations (35,768 ) (62,563 ) (53,718 ) (129,278 ) Change in fair value of debt 16,700 9,744 (102,652 ) 24,078 Interest expense (1) 6,469 9,247 19,868 18,159 Other (income) expense, net (16,658 ) 4,401 (18,440 ) (3,019 ) (Loss) income from discontinued operations before income taxes (42,279 ) (85,955 ) 47,506 (168,496 ) Income tax expense 804 521 1,496 598 (Loss) income from discontinued operations, net of tax $ (43,083 ) $ (86,476 ) $ 46,010 $ (169,094 ) Loss from discontinued operations before income taxes attributable to noncontrolling interests $ — $ (374 ) $ (155 ) $ (733 ) (Loss) income from discontinued operations before income taxes attributable to Roivant Sciences Ltd. (42,279 ) (85,581 ) 47,661 (167,763 ) (Loss) income from discontinued operations before income taxes $ (42,279 ) $ (85,955 ) $ 47,506 $ (168,496 ) (1) Interest expense consists of interest payments related to outstanding debt held by Dermavant as well as the associated non-cash amortization of debt discounts and issuance costs. The following table presents the major classes of Dermavant’s assets and liabilities that were reclassified as assets and liabilities of discontinued operations (in thousands): September 30, 2024 March 31, 2024 (1) Assets: Cash and cash equivalents $ 55,448 $ 40,753 Property and equipment, net 2,881 3,736 Operating lease right-of-use assets 2,465 2,890 Intangible assets, net 142,311 137,842 Other assets 117,134 116,925 Total assets of discontinued operations $ 320,239 $ 302,146 Liabilities: Accounts payable $ 10,709 $ 39,196 Accrued expenses 50,342 56,169 Operating lease liabilities 2,717 3,172 Long-term debt 335,501 442,591 Other liabilities 1,944 3,222 Total liabilities of discontinued operations $ 401,213 $ 544,350 (1) Includes both current and non-current assets and liabilities of discontinued operations. In the accompanying consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. The following table summarizes significant non-cash operating and investing items from discontinued operations (in thousands): Six Months Ended September 30, 2024 2023 Share-based compensation $ 5,055 $ 6,133 Change in fair value of debt $ (102,652 ) $ 24,078 Depreciation and amortization $ 5,761 $ 5,703 |