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Ownership Interests And Cost Method Investments
12 Months Ended
Dec. 31, 2011
Ownership Interests And Cost Method Investments [Abstract]  
Ownership Interests And Cost Method Investments
5.

Ownership Interests and Cost Method Investments

Equity Method Companies

The following unaudited summarized financial information relates to ICG's companies accounted for under the equity method of accounting at December 31, 2011 and 2010. This aggregate information has been compiled from the financial statements of those companies.

Balance Sheets (Unaudited)

 

      As of December 31,  
      2011 (1)      2010 (2)  
     (in thousands)  

Cash and cash equivalents

   $ 13,687       $ 53,895   

Other current assets

     28,767         62,794   

Non-current assets

     69,218         157,320   
  

 

 

    

 

 

 

Total assets

   $ 111,672       $ 274,009   
  

 

 

    

 

 

 

Current liabilities

   $ 47,125       $ 119,490   

Non-current liabilities

     10,770         22,740   

Long-term debt

     18,959         16,971   

Stockholders' equity

     34,818         114,808   
  

 

 

    

 

 

 

Total liabilities and stockholders' equity

   $ 111,672       $ 274,009   
  

 

 

    

 

 

 

Total carrying value

   $ 39,052       $ 83,829   
  

 

 

    

 

 

 

(1)

Includes (ICG voting ownership): Acquirgy (25%), Channel Intelligence (49%), Freeborders (31%), GoIndustry (26%), SeaPass (26%) and WhiteFence (36%).

(2) 

Includes (ICG voting ownership): Acquirgy (25%), Channel Intelligence (50%), ClickEquations (33%), Freeborders (31%), GoIndustry (26%), Metastorm (33%), SeaPass (26%), StarCite (36%) and WhiteFence (36%).

As of December 31, 2011, ICG's aggregate carrying value in equity method companies exceeded ICG's share of the net assets of these equity method companies by approximately $28.4 million. Of this excess, $19.0 million is allocated to goodwill, which is not amortized, and $9.4 million is allocated to intangibles, which are generally being amortized over three to seven years. As of December 31, 2010, this excess was $47.9 million, $36.5 million of which was allocated to goodwill, and $11.4 million of which was allocated to intangibles. Amortization expense of $2.0 million, $2.7 million and $2.3 million associated with these intangibles for the years ended December 31, 2011, 2010 and 2009, respectively, is included in the table below in the line item "Amortization of intangible assets" and is included in "Equity loss" on ICG's Consolidated Statements of Operations.

Results of Operations (Unaudited)

 

     Year Ended December 31,  
     2011 (1)     2010 (2)     2009 (3)  
     (in thousands)  

Revenue

   $ 176,481      $ 243,314      $ 229,196   
  

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (31,976   $ (29,402   $ (26,680
  

 

 

   

 

 

   

 

 

 

Equity income (loss) excluding impairments and amortization of intangible assets

   $ (9,946   $ (10,452   $ (9,321

Impairment charge of GoIndustry

     —          (2,914     (544

Amortization of intangible assets

     (2,018     (2,656     (2,266
  

 

 

   

 

 

   

 

 

 

Total equity income (loss)

   $ (11,964   $ (16,022   $ (12,131
  

 

 

   

 

 

   

 

 

 

(1) 

Includes Acquirgy, Channel Intelligence, ClickEquations (to June 14, 2011, the date of its disposition), Freeborders, GoIndustry, Metastorm (to February 17, 2011, the date of disposition), SeaPass, StarCite (to December 30, 2011, the date of its disposition) and WhiteFence.

(2) 

Includes Acquirgy, Channel Intelligence, ClickEquations, Freeborders, GoIndustry, Metastorm, SeaPass, StarCite and WhiteFence.

(3) 

Includes Acquirgy (from July 31, 2009, the date of its acquisition), Channel Intelligence, ClickEquations, Freeborders, GoIndustry, Metastorm, SeaPass (from October 15, 2009, the date of its acquisition), StarCite and WhiteFence.

Impairments

ICG performs ongoing business reviews of its equity and cost method companies to determine whether ICG's carrying value in these companies is impaired. ICG determined its carrying value in its equity method companies was not impaired during the year ended December 31, 2011. During the years ended December 31, 2010 and 2009, ICG recorded impairment charges of $2.9 million and $0.5 million, respectively, to reduce its basis in GoIndustry, a venture company accounted for under the equity method, as a result of declines in the fair value of ICG's equity holdings in GoIndustry, based on its publicly-traded quoted market price (which is a "Level 1" input) measured on a non-recurring basis (see Note 8, "Financial Instruments," for the definition of a "Level 1" input) during the relevant periods. The carrying value of ICG's ownership interest in GoIndustry was $0.7 million and $2.3 million as of December 31, 2011 and 2010, respectively. The fair value of ICG's equity holdings in GoIndustry was $1.7 million and $3.5 million as of December 31, 2011 and 2010, respectively, based upon the per share closing price for GoIndustry's common stock on those respective dates.

ICG determined its carrying value in its cost method companies was not impaired during any of the years ended December 31, 2011, 2010 and 2009. See the "Cost Method Investments" subsection in this Note 5 for additional information regarding ICG's cost method companies.

Other Equity Method Company Information

On February 17, 2011, Metastorm, one of ICG's equity core companies, was sold to Open Text. ICG's portion of the sale proceeds was $53.0 million; $51.3 million of those proceeds were received at closing on February 17, 2011, and the remaining proceeds were placed in escrow in connection with a customary indemnification holdback. As a result of this transaction, ICG recorded a gain of $24.9 million that is included in the line item "Other income (loss)" on ICG's Consolidated Statements of Operations for the year ended December 31, 2011. In November 2011, ICG received $1.1 million of escrowed proceeds, which ICG recorded as a gain during the year ended December 31, 2011. This gain is included in the line item "Other income (loss)" on ICG's Consolidated Statements of Operations. A portion of proceeds remained in escrow as of December 31, 2011, pending the satisfaction of outstanding indemnity claims. ICG will record a gain in the amount of the escrowed proceeds received, if any, in the period in which ICG is entitled to receive such proceeds, the amount is fixed or determinable and realization is assured.

On June 14, 2011, Channel Intelligence acquired substantially all of the assets of ClickEquations, primarily in exchange for Channel Intelligence preferred stock that was distributed to ClickEquations' stockholders, including ICG. The transaction diluted ICG's ownership in Channel Intelligence and, accordingly, ICG recorded a dilution gain of $0.5 million. Based on the difference between the specified value of the Channel Intelligence preferred stock received by ICG in the transaction and ICG's carrying value of ClickEquations on the transaction date, ICG recorded a loss on the sale of ClickEquations in the amount of $0.8 million. Both the dilution gain and the loss on the sale transaction are included in the line item "Other income (loss)" on ICG's Consolidated Statements of Operations for the year ended December 31, 2011.

In connection with the Channel Intelligence/ClickEquations transaction, ICG and Channel Intelligence entered into a loan agreement under which Channel Intelligence borrowed $1.0 million from ICG on June 14, 2011. The loan, which matures on June 14, 2014, bears interest at an annual rate of 15% and requires quarterly principal and interest payments beginning in the second quarter of 2012. Under the loan agreement, Channel Intelligence is entitled to borrow an additional $1.5 million from ICG on or before June 11, 2013 to facilitate its operations.

On December 30, 2011, StarCite, one of ICG's equity method companies, was acquired by Active. ICG's portion of the sale proceeds was $24.9 million, which is comprised of $15.8 million in cash and 668,755 shares of Active common stock valued at $9.1 million, based on the $13.60 closing stock price of Active common stock on December 30, 2011. Approximately $0.1 million of the cash consideration and 102,199 shares of the Active stock are being held in escrow, subject to customary working capital and indemnity provisions contained in the merger agreement, and 52,893 of the shares of Active stock will be received only if the closing price of Active's stock does not exceed certain thresholds following the closing. ICG recorded a gain of $14.1 million on the transaction that is included in the line item "Other income (loss)" on ICG's Consolidated Statements of Operations for the year ended December 31, 2011. ICG will record a gain for escrowed proceeds received, if any, in the period in which ICG is entitled to receive such proceeds, the amount is fixed or determinable and realization is assured.

ICG had not received the consideration related to this transaction by December 31, 2011. Accordingly, ICG recorded a receivable in the amount of $22.7 million that is reflected in the line item "Other receivables" on ICG's Consolidated Balance Sheets as of December 31, 2011. This amount represents cash of $15.7 million and Active common stock valued at $7.0 million, based on the $13.60 closing stock price of Active on December 31, 2011.

In addition to the $1.0 million loan to Channel Intelligence discussed above, ICG deployed $1.7 million and $2.1 million to its equity method companies, primarily WhiteFence, during the years ended December 31, 2011 and 2010, respectively. ICG acquired convertible long-term notes in each of these transactions; these note acquisitions did not change ICG's equity ownership interests in those companies.

ICG deployed $3.3 million during the year ended December 31, 2009 in connection with financing transactions related to GoIndustry. These transactions, coupled with the issuance of additional shares of GoIndustry's common stock during the year ended December 31, 2010, reduced ICG's equity ownership interest in GoIndustry from 29% to 26% during that period. Those reductions in ICG's equity interest in GoIndustry were accounted for as dispositions of shares and resulted in dilution losses of $0.1 million and $0.4 million during the years ended December 31, 2010 and 2009, respectively. These amounts were recorded in the line item "Other income (loss), net" on ICG's Consolidated Statements of Operations in the relevant periods. Adjusting for a 100-for-1 reverse stock split that occurred during 2010, ICG owned 2,546,743 shares of GoIndustry common stock as of December 31, 2011 and 2010, or 26% of the outstanding GoIndustry shares as of each of those dates.

During the year ended December 31, 2009, ICG participated in financing transactions related to several other equity method companies. These transactions included (1) the acquisition of a 25% equity ownership interest in Acquirgy, (2) the acquisition of a 26% equity ownership interest in SeaPass, (3) follow-on fundings for Channel Intelligence, ClickEquations, and StarCite and (4) the acquisition of convertible long-term notes and warrants issued by WhiteFence. The total amount of funds deployed in these transactions was $23.2 million. ICG completed purchase price allocations for those equity-method acquisitions and will amortize the resulting $6.7 million of definite-lived intangible assets over periods ranging from three to ten years. The remaining purchase price is attributable to goodwill, indefinite-lived intangible assets and net tangible assets.

Cost Method Investments

During the years ended December 31, 2011, 2010 and 2009, ICG paid $9.5 million, $0.8 million and $0.5 million to acquire equity ownership interests in cost method companies. ICG's carrying value of its holdings in cost method companies was $10.8 million and $1.3 million as of December 31, 2011 and 2010, respectively. Those amounts are reflected in the line item "Cost method investments" on ICG's Consolidated Balance Sheets in the relevant periods.

ICG owns approximately 9% of Anthem Ventures Fund, L.P. (formerly eColony, Inc.) and Anthem Ventures Annex Fund, L.P. (collectively, "Anthem"), which invest in technology companies. ICG acquired its interest in Anthem in 2000 and currently has no carrying value in Anthem. Accordingly, the receipt of distributions from Anthem by ICG would result in a gain at the time ICG receives those distributions. During the year ended December 31, 2011, ICG received distributions from Anthem in the amount of $1.9 million; this amount is included in the line item "Other income (loss), net" on ICG's Consolidated Statements of Operations for the year ended December 31, 2011. See Note 15, "Other Income (Loss)."

During the year ended December 31, 2009, ICG received 7,549 shares of ICE common stock in connection with a post-closing-related adjustment associated with the sale of a former cost method company to ICE in 2008. The shares were valued based on the closing stock price of ICE common stock on the date the shares were received, resulting in a gain recorded of $0.4 million in 2009. ICG subsequently sold these additional shares of ICE common stock, and recorded a gain on the sale of $0.2 million in 2009. In 2010, 47,056 shares of ICE common stock were released from escrow, which, based on the stock's closing price on the dates these shares were released to ICG, were valued at $5.1 million. ICG recorded a gain in 2010 for this amount. ICG sold the newly-acquired 47,056 shares for $5.2 million and, accordingly, recorded an incremental gain of $0.1 million on the sale in 2010. These gains are reflected in the line item "Other income (loss), net" on ICG's Consolidated Statements of Operations in the relevant periods.

Escrow Information

As of December 31, 2011, ICG had 102,199 shares of Active common stock and 13,069 shares of ICE common stock remaining in escrow; the stock was valued at $1.4 million and $1.6 million, respectively, based on the December 31, 2011 closing stock price of the respective companies' common stock. Additionally, ICG had outstanding aggregate cash proceeds, subject to ongoing indemnity claims, of $1.0 million associated with escrowed proceeds from sales of former equity method and cost method companies. The release of additional escrowed proceeds, if any, to ICG would result in additional gains at the time ICG is entitled to such proceeds, the amount is fixed or determinable and realization is assured.

During 2011, 2010 and 2009, ICG received $1.6 million, $1.9 million and $2.2 million, respectively, of escrow releases in connection with the disposition of other companies in which ICG previously held equity ownership interests and recorded these amounts as gains, which are included in the line item "Other income (loss), net" on ICG's Consolidated Statement of Operations in the respective periods.