Goodwill and Other Intangibles

12 Months Ended

Dec. 31, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Note 8 – Goodwill and Other Intangibles

Changes in the carrying amount of goodwill during the years ended December 31, 2014 and 2013 were as follows:

	2014		2013
Balance, beginning of year	$	973,927	$	1,154,528
Reverse acquisition		—		21,864,781
Impairment charge		—		(21,864,781	)
Finalization of valuation - Imaging Centers		—		(180,601	)
Balance, end of year	$	973,927	$	973,927

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 goodwill associated with the reverse acquisition was $21,864,781. Based on the sleep study trends and forecasted cash flows for the Company’s sleep operations that will continue to be operated, management determined that an impairment indicator existed at the time of the reverse acquisition. 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. Based on assumptions similar to those that market participants would make in valuing the sleep diagnostic operations, the Company evaluated the fair value of the goodwill subsequent to the reverse acquisition and determined the acquired goodwill was fully-impaired.

Changes in the carrying amount of intangible assets during the years ended December 31, 2014 and 2013 were as follows:

	Carrying		Accumulated
	Amount		Amortization			Net
January 1, 2013	$	11,791,500	$	(1,520,642	)	$	10,270,858
Business Acquisition		2,733,000		—			2,733,000
Amortization		—		(1,865,237	)		(1,865,237	)
December 31, 2013		14,524,500		(3,385,879	)		11,138,621
Amortization		—		(2,058,226	)		(2,058,226	)
December 31, 2014	$	14,524,500	$	(5,444,105	)	$	9,080,395

Intangible assets as of December 31, 2014 and 2013 include the following:

		2014
	Useful	Carrying		Accumulated					2013
	Life (Years)	Value		Amortization			Net		Net
Management fee contracts	6 - 8	$	3,498,500	$	(2,169,907	)	$	1,328,593	$	1,763,463
Non-compete	5		2,027,000		(849,667	)		1,177,333		1,583,256
Physician memberships	7		6,468,000		(2,002,000	)		4,466,000		5,390,000
Trade Name	5		381,000		(110,962	)		270,038		347,218
Service Contracts	10		2,150,000		(311,569	)		1,838,431		2,054,684
		$	14,524,500	$	(5,444,105	)	$	9,080,395	$	11,138,621

Amortization expense for the next five years related to these intangible assets is expected to be as follows:

Year ended December 31,
2015	$	2,055,474
2016		2,055,474
2017		1,994,629
2018		1,226,387
2019		985,000
Thereafter		763,431

- 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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