Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Shareholders' Equity [Abstract]

Shareholders' Equity

(7)Shareholders’ Equity

In 2013, we issued 40,225 shares of our common stock valued at $124 as consideration for insignificant acquisitions.  The value of the shares issued was based on the closing price of our common stock on the date of issuance.  Additionally, we cancelled 122,292 shares of common stock which were originally valued at $6.95 per share and were issued as part of a holdback position in an insignificant acquisition.  The cancellation of the shares was in settlement of a $2,194 indemnified asset.  This resulted in a charge of $1,345 within general and administrative expense.  We also issued 400,000 shares of our common stock valued at $885 as consideration in the settlement of a lawsuit that existed at the time of an insignificant acquisition.  The value of the shares issued was based on the closing price of our common stock on the date of issuance, discounted for a trading restriction, and was recorded within general and administrative expense.

In 2012, we issued 1,356,917 shares of our common stock valued at $5,202 as consideration for insignificant acquisitions. The value of the shares issued was based on the closing price of our common stock on the earlier of the date shares were issued or subscribed, discounted based upon a holdback provision and trading restrictions over one year.  The agreement also contained a provision for a settlement at a future date calculated by the change in the volume weighted average price of our stock. This was accounted for as a liability based on the use of the Monte Carlo Simulation Method.   Through settlement, we incurred a $1,383 charge to Acquisition-related expenses for the change in fair value of this Level 2 instrument.  These shares were issued pursuant to an exception from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  We also issued 505,038 shares of restricted stock which immediately vested to current employees as settlement of contingent consideration arising for an insignificant acquisition. The restricted shares were valued at $1,827 based on the closing price of our common stock on the date of issuance.  We also issued 53,574 shares of our common stock, valued at $373, as partial consideration for an insignificant acquisition which was completed in the fourth quarter of 2011.  These shares had been recorded as common stock subscribed as of December 31, 2011.

In 2011, 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.  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 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.

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, 2013, 2012, and 2011, we recorded cumulative dividends of zero, zero, and $3,153, respectively, related to our Series A Preferred Stock.  These dividends are reflected as an increase to net loss available to common shareholders in our consolidated statement of operations.