Shareholders' Equity

12 Months Ended

Dec. 31, 2011

Shareholders' Equity [Abstract]

Shareholders' Equity

(8) Shareholders' Equity

We issued 6,044,898 shares of our common stock (including 175,866 shares subscribed at December 31, 2011) valued at $34,802, as partial consideration for three insignificant acquisitions completed in 2011, and we may issue up to an additional 120,674 shares of our common stock as a result of these acquisitions.  The value of the shares issued for acquisitions was based on the closing price of our common stock on the respective acquisition dates, with certain of the shares discounted based upon holdback provisions and trading restrictions over one year, as applicable.  We also issued 974,701 shares of our common stock, valued at $3,147, as partial consideration for an insignificant acquisition which was completed in the fourth quarter of 2010.  These shares had been recorded as common stock subscribed as of December 31, 2010.

In 2011, one of our insignificant acquisitions included a 63% ownership interest in a subsidiary.  We recorded a non-controlling interest of $478 based upon 37% of the fair value of net assets of the less-than-wholly-owned subsidiary as of the acquisition date.

On December 31, 2011, we issued 485,232 shares of our common stock with a value of $1,851 as a charitable contribution.  The value of the shares issued was based on the closing price of our common stock as of the transaction date, discounted based upon a one-year trading restriction.  The expense is included in the general and administrative category within our consolidated statements of operations.

On April 1, 2010, we entered into a Securities Purchase Agreement with a limited number of institutional and accredited investors, including Merrick RIS, LLC (Merrick) and Merrick Venture Management LLC, under which we agreed to issue an aggregate of 41,750 shares of Series A Preferred Stock and 7,515,000 shares of our common stock for total proceeds of $41,750.  We used the net proceeds from the offering to partially finance the acquisition of AMICAS.  In June 2011, we redeemed and retired all outstanding shares of our Series A Preferred Stock at the face value of $41,750 and paid cumulative dividends of $7,328.  Prior to the redemption, holders of our Series A Preferred Stock waived the two-year liquidation preference.

In the years ended December 31, 2011 and 2010, we recorded cumulative dividends of $3,153 and $4,176, respectively, related to our Series A Preferred Stock.  In the year ended December 31, 2010, we also recorded a deemed dividend of $14,900 upon issuance of the preferred stock for the difference between the relative fair value and the redemption value of $41,750.  These dividends are reflected as an increase to net loss available to common shareholders in our consolidated statement of operations.

In connection with the preferred and common stock offering, we incurred issuance costs of $882 which are recorded as a reduction of additional paid-in capital in our condensed consolidated balance sheet.  

On November 18, 2009, we sold 9,084,032 shares of our common stock pursuant to a registered direct public offering at a price of $3.00 per share.  Proceeds from the transaction, net of $2,077 in agency fees and other direct offering expenses, were $25,175.  We used $18,095 of the proceeds to repay a note payable, including principal of $15,000, a prepayment penalty of $2,700, and accrued interest of $395.

On September 21, 2010, our shareholders approved an increase in our authorized common stock to 150,000,000 shares from 100,000,000 shares, and also approved the removal of our Preferred Series 3 Special Voting Stock.  On September 27, 2010, we filed a Certificate of Amendment to reflect these changes in our Amended Certificate of Incorporation.