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Discontinued Operations | 12 Months Ended
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Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations On May 4, 2015, the Company's board of directors directed management to pursue a plan to sell the Service Business to Accuratus, representing a strategic shift in the Company's operations. The Company met the relevant criteria for reporting the Service Business as held for sale and in discontinued operations in the second quarter of 2015, pursuant to FASB ASC 205-20, Presentation of Financial Statements-Discontinued Operations, and FASB ASC 360, Property, Plant, and Equipment. The Company assessed the Services Business net asset group for impairment pursuant to FASB Topic 360 and recorded a $1,350 impairment charge on classification of property and equipment assets as held for sale in the quarterly period ended June 30, 2015. The fair value measurement used to determine the impairment charge has been described in Note 11. Sale of the Services Business On July 21, 2015, the Company completed the sale of the Services Business to Accuratus pursuant to the Purchase Agreement, with an effective date of July 17, 2015 for an aggregate purchase price of $3,875, subject to a working capital adjustment of $824, which reduced the proceeds at closing. In addition, a portion of the consideration payable at closing equal to $500 was withheld and is subject to an escrow for a period of 12 months from the date of closing to satisfy indemnification obligations of the Company in connection with breaches of any representation and warranties and other customary obligations under the terms of the Purchase Agreement. The escrow funds were received in full on July 19, 2016 in accordance with the Purchase Agreement. The net cash consideration received by the Company upon closing in July 2015 was $2,549, after adjusting for the items described above and a nominal escrow fee. Additionally, in May 2014, the Company paid a $500 success fee to Burrill Securities, an affiliate of Burrill Biotechnology Capital Fund, L.P., a previous holder of the Company’s capital stock, pursuant to an engagement letter. The fee was recognized as general and administrative expense in the accompanying statements of operations. The following table describes the net proceeds from the sale and the assets and liabilities sold, net of impairment charges and loss on disposal:
|  | July 16, 2015
Net proceeds from sale of the Services Business |  |
Net cash consideration received at closing |  | $ | 2,549 |
Consideration in escrow |  | 500 |
Total consideration |  | 3,049 |
Less: selling costs |  | 764 |
Proceeds from sale, net of selling costs |  | $ | 2,285 |
Services Business assets and liabilities disposed of on July 16, 2015 |  |
Accounts and unbilled receivables, net |  | $ | 1,470 |
Prepaid expenses and other current assets |  | 713 |
Property and equipment, net of accumulated depreciation |  | 4,900 |
Other assets |  | 59 |
Assets of Services Business, net |  | $ | 7,142 |
Accounts payable and accrued expenses |  | $ | 616 |
Deferred revenue |  | 1,657 |
Deferred rent |  | 1,161 |
Liabilities related to assets of the Services Business |  | $ | 3,434 |
Assets of the Services Business, net of liabilities |  | $ | 3,708 |
Less: Impairment charge recognized upon classification as held for sale |  | 1,350 |
Less: Loss on disposal |  | 73 |
Assets of the Services Business, net of liabilities and impairment charges |  | $ | 2,285 |
Continuing Involvement with Accuratus The Company and Accuratus also entered into the Services Agreement pursuant to which Accuratus provided the Company with certain contract research and development services for 18 months (the "Initial Term") following the closing of the sale of the Services Business for a minimum purchase obligation of at least $3,300 due from the Company over the Initial Term of the Services Agreement and was satisfied at December 31, 2016. On January 17, 2017, the Services Agreement was amended to extend the Initial Term to December 31, 2018. The amendment did not include any further minimum purchase obligation due from the Company. The purpose of the Services Agreement is to replace services that were previously provided internally by employees of the Company prior to the sale of the Services Business. The employees performing these services became employees of Accuratus in connection with this sale transaction. During the year ended December 31, 2016, the Company recognized $3,131 of expense for services provided by Accuratus under the Services Agreement, which is included in research and development expense in the accompanying audited statements of operations. The following table presents revenue, (expenses), gains, and (losses) attributable to discontinued operations:
|  | Years Ended December 31,
|  | 2016 |  | 2015 |  | 2014
Major line items constituting income of discontinued operations: |  |  |  |  |  |
Total revenue |  | $ | — |  |  | $ | 7,408 |  |  | $ | 17,768 |
Cost of revenue |  | — |  |  | (7,296 | ) |  | (15,446 | )
Research and development |  | — |  |  | (860 | ) |  | — |
Selling, general, and administrative |  | — |  |  | — |  |  | 48 |
Gain on insurance recovery |  | — |  |  | — |  |  | 165 |
Severance and exit costs |  | — |  |  | (2,114 | ) |  | — |
Impairment charge from classification of assets as held for sale |  | — |  |  | (1,350 | ) |  | — |
Gain (loss) on disposal, net of associated transaction costs of $764 |  | — |  |  | (73 | ) |  | — |
Income tax expense |  | — |  |  | — |  |  | (1,166 | )
Loss (income) from discontinued operations, net of income tax expense |  | $ | — |  |  | $ | (4,285 | ) |  | $ | 1,369 |
Sanofi owns 100% of a subsidiary, Merial, which was a customer of the Services Business. Both Sanofi and the subsidiary have an investment in the Company. The Company’s related-party revenue with Merial composed 29% and 41% of total revenue in discontinued operations for the years ended December 31, 2015 and 2014, respectively. The following table presents depreciation, capital expenditures, and significant operating and investing non-cash items related to the discontinued operations:
| Years Ended December 31,
| 2016 |  | 2015 |  | 2014
Depreciation expense | $ | — |  |  | $ | 391 |  |  | $ | 1,132 |
Purchases of property and equipment | — |  |  | (547 | ) |  | (704 | )
Proceeds from insurance recovery | — |  |  | — |  |  | 216 |
Gain on insurance recovery | — |  |  | — |  |  | (165 | )
Stock-based compensation | — |  |  | 208 |  |  | 159 |
Changes in deferred rent | — |  |  | (133 | ) |  | (187 | )
Equipment purchases in accounts payable and accrued expenses | — |  |  | — |  |  | 34 |
Impairment of fixed asset | — |  |  | — |  |  | 51 |

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=65878427&loc=SL51721533-107759 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 4B -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5C -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3A -URI http://asc.fasb.org/extlink&oid=64862545&loc=SL51724579-110230 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 4A -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721663-107760 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=64862545&loc=d3e2941-110230 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5B -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3A -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721659-107760 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5A -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721671-107760 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5D -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1474-107760 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721683-107760 + Details
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