Consolidated Core Companies

12 Months Ended

Dec. 31, 2011

Consolidated Core Companies [Abstract]

Consolidated Core Companies

4. Consolidated Core Companies

Incremental Acquisition of Procurian

During the year ended December 31, 2010, ICG acquired an additional 12% equity ownership interest in Procurian from an existing stockholder of Procurian for aggregate cash consideration of $35.3 million. Also during that year, ICG acquired an additional 5% equity ownership interest in Procurian for aggregate cash consideration of $14.4 million through a tender offer that ICG made to Procurian stockholders. During the year ended December 31, 2011, ICG acquired an additional 1% equity ownership in Procurian from other Procurian stockholders for aggregate cash consideration of $1.3 million.

ICG's increase in its equity ownership interest in Procurian resulted in an increase in ICG's controlling interest and a corresponding decrease in noncontrolling interest ownership. Accordingly, ICG recorded a decrease during the years ended December 31, 2011 and 2010 of $0.3 million and $10.8 million, respectively, to "Noncontrolling Interest" on ICG's Consolidated Balance Sheets. The remaining purchase price of $1.0 million and $38.9 million was recorded as a decrease to "Additional paid-in capital" on ICG's Consolidated Balance Sheets for the years ended December 31, 2011 and 2010, respectively. These transactions are included in the line item "Impact of incremental acquisition of Procurian" on ICG's consolidated Statements of Changes in Equity for the years ended December 31, 2011 and 2010.

Discontinued Operations

On August 31, 2010, GovDelivery completed the sale of its GovDocs subsidiary 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 year ended December 31, 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% as of August 31, 2010 and resulted in a decrease to "Additional paid-in capital" on ICG's Consolidated Balance Sheets for the year ended December 31, 2010. This decrease is included in the line item "Impact of subsidiary equity transactions" on ICG's Consolidated Statements of Changes in Equity for the year ended December 31, 2010.

Revenue from GovDocs related to the distribution of labor law posters and was recognized upon delivery, provided a purchase order had been received, the price to the buyer was fixed and determinable, and collectibility was reasonably assured. Revenue from update and subscription services for labor law posters was deferred and recognized ratably over the service term. The revenue and operating activities of GovDocs for the period from January 1, 2010 through August 31, 2010 have been removed from the line items in which they were reported during the relevant 2010 periods, and the resulting net income of $0.2 million is included in "Income (loss) from discontinued operations, including gain on sale" on ICG's Consolidated Statements of Operations for the year ended December 31, 2010. The sale of GovDocs resulted in a gain of $0.6 million, which is also included in "Income (loss) from discontinued operations, including gain on sale" on ICG's Consolidated Statements of Operations for the year ended December 31, 2010.

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 year ended December 31, 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 tables in Note 3, "Goodwill and Intangibles, net" have been adjusted to reflect these reductions.

Changes in Equity Ownership Interests of Consolidated Core Companies

Changes to ICG's equity ownership interests in its consolidated core companies results in adjustments to "Additional paid-in capital" and "Noncontrolling Interest" on ICG's Consolidated Balance Sheets. Those changes are the result of equity issuances (including equity issuances in connection with acquisitions), exercises of outstanding stock options and other equity-based compensation award activity at ICG's consolidated core companies. The impact of changes to ICG's equity ownership interests in its consolidated core companies (excluding the acquisition of additional equity ownership interests in Procurian discussed in the "Incremental Acquisition of Procurian" subsection in this Note 4) on ICG's additional paid-in capital, which is included in the line item "Impact of subsidiary equity transactions" on ICG's Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009, is as follows:

	Year Ended December 31,
	2011			2010			2009
	(in thousands)
GovDelivery	$	444		$	(341	)	$	—
InvestorForce	$	(455	)	$	747		$	123
Procurian	$	715		$	230		$	208

The impact of these changes to the noncontrolling interest are also included in the line item "Impact of subsidiary equity transactions" on ICG's Consolidated Statements of Changes in Equity for the years ended 2011, 2010 and 2009, and are as follows:

	Year Ended December 31,
	2011		2010			2009
	(in thousands)
GovDelivery(1)	$	105	$	—			N/A
InvestorForce	$	458	$	(752	)	$	125
Procurian	$	253	$	489		$	254
Vcommerce		N/A		N/A		$	316

⁽¹⁾  This impact only reflects activity associated with the equity ownership interest changes related to GovDelivery in permanent equity for the years ended December 31, 2011 and 2010. Other temporary equity activity attributable to the redeemable noncontrolling interest is reflected in Note 18, "Redeemable Noncontrolling Interest."

Pro Forma Information

The following table details revenue, net income (loss) attributable to ICG Group, Inc. and net income (loss) per diluted share attributable to ICG Group, Inc. in the relative period, had ICG owned 81%, 92% and 79% of Procurian, GovDelivery (excluding GovDocs), and InvestorForce, respectively, for the years ended December 31, 2011, 2010 and 2009, respectively.

	Year Ended December 31,
	2011		2010		2009
	(in thousands, except for share data)
Revenue	$	140,527	$	115,710	$	97,283
Net income (loss) attributable to ICG Group, Inc.	$	27,617	$	46,287	$	20,421
Net income (loss) per diluted share attributable to ICG Group, Inc.	$	0.74	$	1.25	$	0.56

Dividends

On August 4, 2010, Procurian 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 Procurian's Series E and E-1 Preferred Stock. The 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. Those amounts are included in the line item "Impact of subsidiary equity transactions" on ICG's Consolidated Statements of Changes in Equity for the year ended December 31, 2010. Subsequent to the payment of the dividend, Procurian completed an equity recapitalization whereby all of Procurian's preferred stock was converted into common stock. As a result of this recapitalization, ICG is entitled to receive a ratable portion of any future dividends paid to Procurian stockholders.

On December 24, 2010, Procurian paid a cash dividend in the aggregate amount of $8.0 million on its common stock. The noncontrolling interest received $1.6 million, its share of the dividend based on the 20% of Procurian's common stock held by the noncontrolling interest at the time the dividend was declared. This payment resulted in a decrease to the noncontrolling interest of $1.6 million, which is included in the line item "Impact of subsidiary equity transactions" on ICG's Consolidated Statements of Changes in Equity for the year ended December 31, 2010.

Impairment

During the year ended December 31, 2009, as a result of certain triggering events, as well as the sale of substantially all of the assets and certain liabilities of Vcommerce to Channel Intelligence, ICG recorded impairment charges of $4.9 million to eliminate ICG's basis in Vcommerce, which had ceased operations. At the time of the transaction, ICG had no future obligation for Vcommerce's liabilities and did not expect any material future proceeds. The proceeds from this transaction were maintained by Vcommerce to settle remaining liabilities, including transaction costs. During the year ended December 31, 2011, ICG received a final distribution of the remaining proceeds related to the sale of the assets and certain liabilities of Vcommerce to Channel Intelligence in the amount of $0.6 million, which is included in the line item "Other income (loss), net" on ICG's Consolidated Statements of Operations.