Goodwill and Other Intangibles

9 Months Ended

Sep. 30, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Note 6 – Goodwill and Other Intangibles

Changes in the carrying amount of goodwill as of September 30, 2013 and December 31, 2012 were as follows:


	Gross Amount		Accumulated Impairment Losses			Net Carrying Value
December 31, 2012	$	1,154,528	$	—		$	1,154,528
Reverse acquisition		20,847,608		—			20,847,608
Impairment charge		—		(20,847,608	)		(20,847,608	)

September 30, 2013	$	22,002,136	$	(20,847,608	)	$	1,154,528

Goodwill and intangible assets with indefinite lives must be tested for impairment at least once a year. Carrying values are compared with fair values, and when the carrying value exceeds the fair value, the carrying value of the impaired asset is reduced to its fair value. The Company tests goodwill for impairment on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

The Company has estimated the goodwill associated with the reverse acquisition to be $20,847,608. The Company then determined the projected cash flows from the continuing operations of the legacy Graymark business were not sufficient to support the recorded goodwill. The Company evaluated the fair value of the goodwill subsequent to the reverse acquisition and determined the acquired goodwill was fully-impaired.

The carrying amount of intangible assets as of September 30, 2013 and December 31, 2012 follows:


	September 30, 2013		December 31, 2012
Gross amount	$	11,791,500	$	3,498,500
Additions		3,800,000		8,293,000

Carrying value	$	15,591,500	$	11,791,500

Intangible assets as of September 30, 2013 and December 31, 2012 include the following:


	Useful Life (Years)		September 30, 2013							December 31, 2012 Net
	Useful Life (Years)		Carrying Value		Accumulated Amortization			Net		December 31, 2012 Net
Management fee contracts		2 – 8	$	3,498,500	$	(1,626,320	)	$	1,872,180	$	2,202,858
Non-compete		5		1,825,000		(334,584	)		1,490,416		1,764,167
Physician memberships		7		6,468,000		(902,915	)		5,565,085		6,303,833
Service contracts		7		3,800,000		(110,600	)		3,689,400		—

Total			$	15,591,500	$	(2,974,419	)	$	12,617,081	$	10,270,858

Amortization expense for the three months ended September 30, 2013 and 2012 was $556,816 and $129,970 respectively. Amortization expense for the nine months ended September 30, 2013 and 2012 was $1,453,777 and $434,199 million, respectively. Amortization expense for the next five years related to these intangible assets is expected to be as follows:


Twelve months ended September 30,
2014	$	2,281,976
2015		2,266,727
2016		2,266,727
2017		2,266,727
2018		1,624,904

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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