Acquisition (Tables) - Bioceros

12 Months Ended

Dec. 31, 2015

Schedule of acquisition-date fair value of consideration transferred

The acquisition-date fair value of the consideration transferred is as follows:

Initial equity consideration paid at closing
Initial shares issued to Bioceros shareholders		788,960
Price per Epirus share at issuance	$	5.79
	$	4,568
Initial cash consideration paid at closing		3,400
Total consideration paid at closing		7,968
Settlement of preexisting Epirus accounts payable to Bioceros (1)		(87)
Second Installment Shares, excluding key employee stock compensation expense (2)		3,788
Net cash payout (3)		409
Final payment of cash consideration (4)		1,535
Preliminary estimated purchase price	$	13,613

(1)	Represents the settlement of preexisting accounts payable to Bioceros as a result of activity prior to the transaction.
(2)	Represents the fair value of the undiscounted $3,985 of Second Installment Shares to be paid and issued on March 9, 2016, which excludes the undiscounted $1,015 of shares to be issued to Bioceros key employees contingent upon the delivery of postcombination service to the Company, as described above.  This amount has been recorded as a liability on the Company’s consolidated balance sheet, because it represents an obligation to issue a variable number of shares based on a fixed dollar amount of $3,985, and recorded at fair value utilizing a discount rate of 10.7%.
(3)	Represents the fair value of the net cash payout to be made pursuant to the Stock Purchase Agreement. This amount has been recorded as a contingent consideration liability on the Company’s consolidated balance sheet as of September 9, 2015 and recorded at fair value utilizing a discount rate of 10.7%. The amount of the net cash payout is dependent on revenue agreements signed from select Bioceros customers subsequent to the acquisition date and through December 31, 2015.
(4)	Represents the fair value of the final cash payment of $1,700, which, pursuant to the Stock Purchase Agreement, the Company will pay on September 9, 2016. This amount has been recorded as a liability on the Company’s consolidated balance sheet as of September 9, 2016 and recorded at fair value utilizing a discount rate of 10.7%.

Summary of estimated fair values of the assets acquired and liabilities assumed at the date of acquisition

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

	(in thousands)
Cash and cash equivalents	$	889
Deferred tax assets		161
Accounts receivable		49
Prepaid expenses and other current assets		226
Property and equipment, net		447
Intangible assets, net		3,191
Goodwill		10,734
Accounts payable		(146)
Accrued expenses and other current liabilities		(704)
Deferred revenue		(436)
Deferred tax liabilities		(798)
Net assets acquired	$	13,613

Supplemental unaudited pro forma information as if acquisition had occurred on January 1, 2013

The following supplemental unaudited pro forma information represents the Company’s financial results as if the acquisition had occurred on January 1, 2014.

	Years Ended December 31,
	2015		2014
Total revenues, net	$	1,728	$	2,474
Net loss	$	(50,985)	$	(41,720)