Consolidated Core Companies

9 Months Ended

Sep. 30, 2011

Consolidated Core Companies [Abstract]

Consolidated Core Companies

4. Consolidated Core Companies

During the three months ended September 30, 2010, ICG increased its equity ownership in ICG Commerce from 76% to 81% by acquiring shares through a tender offer made to ICG Commerce stockholders in July 2010. This ownership increase, coupled with an increase in ICG's equity ownership from 64% to 76% during the six months ended June 30, 2010 due to ICG's acquisition of stock from another ICG Commerce stockholder, resulted in aggregate cash consideration paid by ICG to ICG Commerce shareholders of $49.7 million during the nine months ended September 30, 2010. Since ICG increased its equity ownership in ICG Commerce, there was an increase in ICG's controlling interest and a corresponding decrease in noncontrolling interest ownership. Accordingly, ICG recorded a decrease to "Noncontrolling Interest" on ICG's Consolidated Statements of Changes in Equity of $10.8 million during the nine months ended September 30, 2010. The remaining purchase price of $38.9 million was recorded as a decrease to "Additional paid-in capital" on ICG's Consolidated Statements of Changes in Equity during the nine months ended September 30, 2010. These amounts are reflected in the line item "Impact of incremental acquisition of ICG Commerce" on ICG's Consolidated Statements of Changes in Equity.

Between October 1, 2010 and September 30, 2011, ICG's equity ownership interest in ICG Commerce did not change substantially. ICG's equity ownership in ICG Commerce decreased 1% over this period due to various equity compensation transactions during the period (primarily in 2010) and ICG Commerce's issuance of additional shares of stock in connection with an acquisition in June 2011. The decrease was offset by ICG's acquisition of a 1% equity interest from other ICG Commerce stockholders in May 2011. The impact of ICG's acquisition of the additional 1% equity ownership from other ICG Commerce stockholders on ICG's additional paid-in capital and the noncontrolling interest is reflected in the line item "Impact of incremental acquisition of ICG Commerce" on ICG's Consolidated Statements of Changes in Equity.

On August 31, 2010, GovDelivery completed the sale of its GovDocs, Inc. subsidiary ("GovDocs") for aggregate consideration of $1.8 million, which consisted of a combination of cash ($0.7 million), the redemption of shares of GovDelivery's Series AA Preferred Stock held by the purchaser (valued at $0.8 million) and a secured promissory note (for $0.3 million, which was repaid during the nine months ended September 30, 2011). As a result of GovDelivery's redemption of shares of its Series AA Preferred Stock in connection with the sale of GovDocs, ICG's equity ownership interest in GovDelivery increased from 89% to 93% during the three months ended September 30, 2010. There were no changes to ICG's equity ownership interest in GovDelivery between September 30, 2010 and September 30, 2011.

In connection with the sale of GovDocs, ICG recorded a reduction to goodwill and intangibles, net of accumulated amortization, of $0.3 million and $1.1 million, respectively, during the three months ended September 30, 2010. These assets related to the GovDocs business and had been recorded by ICG as part of its purchase accounting for the acquisition of GovDelivery on December 31, 2009.

The revenue and operating activities of GovDocs prior to the sale have been removed from the line items in which they were reported during the relevant 2010 periods, and the resulting net income of less than $0.1 million and $0.2 million, is included in "Income (loss) from discontinued operations" on ICG's Consolidated Statements of Operations for the three and nine months ended September 30, 2010, respectively. The sale of GovDocs resulted in a gain of $0.6 million, which is also included in "Income (loss) from discontinued operations" on ICG's Consolidated Statements of Operations for the three and nine months ended September 30, 2010.

Restricted stock awards granted, partially offset by stock repurchases, at InvestorForce reduced ICG's equity ownership interest in InvestorForce from 80% to 78% during the three months ended September 30, 2010. Forfeitures of restricted stock by a former employee of InvestorForce increased ICG's equity ownership in InvestorForce from 78% to 79% during the three months ended September 30, 2011.

Revenue, net income (loss) attributable to ICG Group, Inc. and net income (loss) per diluted share attributable to ICG Group, Inc. would have been $30.2 million, $1.8 million and $0.05 per share, respectively, for the three months ended September 30, 2010, had ICG owned 81% of ICG Commerce, 93% of GovDelivery (excluding GovDocs), and 79% of InvestorForce during that entire period. Revenue, net income (loss) attributable to ICG Group, Inc. and net income (loss) per diluted share attributable to ICG Group, Inc. would have been $82.6 million, $46.6 million and $1.28 per share, respectively, for the nine months ended September 30, 2010, had ICG owned 81% of ICG Commerce, 93% of GovDelivery (excluding GovDocs), and 79% of InvestorForce during that entire period. The acquisitions completed by ICG Commerce in 2011 would not have significantly impacted prior period results.

During the three months ended September 30, 2010, ICG Commerce paid a cash dividend in the aggregate amount of $27.0 million on its Series E and E-1 Preferred Stock. The noncontrolling interest received $1.6 million, its share of the dividend based on its ownership of ICG Commerce's Series E and E-1 Preferred Stock. This dividend, including the equity adjustment to realign the noncontrolling interest ownership that resulted from the disproportionate amount received, resulted in an increase of $3.5 million to ICG's additional paid-in capital and a decrease of $5.1 million to the noncontrolling interest. These amounts are included in the line item "Impact of subsidiary equity transactions" on ICG's Consolidated Statements of Changes in Equity for the nine months ended September 30, 2010.