13.

Other Income (Loss)

Other Income (Loss), net

Other income (loss), net consists of the effect of transactions and other events relating to ICG’s ownership interests and its operations in general.


	Year Ended December 31,
	2012			2011			2010
	(in thousands)
Gain on fair value of prior equity interest of SeaPass (Note 4)	$	25,501		$	—		$	—
Gain on fair value of prior equity interest of CIML		26,167			—			—
Gain on sale/distributions of ownership interests		2,908			1,634			1,789
Realized gains on marketable securities		1,446			—			66,952
Gain on sale of Metastorm		208			25,988			—
Gain on sale of StarCite		428			14,054			—
Loss on sale of ClickEquations		—			(803	)		—
Gain on sale of Creditex		1,798			—			5,179
Dilution gain (loss) on equity method companies		—			496			(67	)
Gain on other distributions		—			1,856			—
Other		(630	)		(18	)		654

		57,826			43,207			74,507
Total other income (loss) for consolidated core companies		53			(583	)		(360	)

	$	57,879		$	42,624		$	74,147

On July 11, 2012, in conjunction with the fair value determination of ICG’s previous equity interest in CIML, ICG recorded a gain on the transaction of $26.2 million, representing the excess of ICG’s portion, $42.7 million, of the enterprise value of CIML over its carrying value for its previous equity interest as an equity method company at the date of consolidation. The primary valuation technique used to measure the acquisition date fair value of CIML immediately before the acquisition was the backsolve option-pricing method.

In 2012, ICG received 12,989 shares of Intercontinental Exchange, Inc. (NYSE:ICE) (“ICE”), representing the final distribution of escrowed proceeds related to the disposition of a former company. ICG recorded a gain in 2012 of $1.8 million based on the closing stock price of ICE common stock on the day it was released from escrow and received by ICG. In 2010, ICG received 47,056 shares of ICE, representing a distribution of escrowed proceeds related to the disposition of a former company. ICG recorded a gain in 2010 of $5.2 million based on the closing stock price of ICE common stock on the days it was released from escrow. Those gains are included in the line item “Gains on sale of Creditex” in the table above.

On July 5, 2012, GoIndustry was sold to Liquidity Services, Inc. (“Liquidity Services”). ICG’s portion of the proceeds was $2.9 million of cash, which was received in July 2012. During the year ended December 31, 2012, ICG recorded its share of the sale transaction costs incurred by GoIndustry, and, accordingly, ICG’s carrying value of GoIndustry was reduced to zero as of the date of the transaction. ICG recorded a gain of $2.9 million for the proceeds received during the year ended December 31, 2012. This gain is included in the line item “Gain on sales/distributions of ownership interests” in the table above.

On December 30, 2011, StarCite, one of ICG’s former equity method companies, was acquired by Active. ICG’s portion of the sale proceeds was $24.9 million, which was 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 were placed in escrow, subject to customary working capital and indemnity provisions contained in the merger agreement. ICG recorded a gain of $14.1 million on the transaction during 2011 that is included in the line item ”Gain on sale of StarCite” in the table above. ICG had not received the consideration related to the StarCite 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. During the year ended December 31, 2012, ICG received both the cash consideration of $15.7 million and the 513,663 shares of Active common stock that were not placed in escrow on the closing date. On December 30, 2012, in conjunction with the previous sale of StarCite, 83,627 shares of Active common stock and a deminimis amount of cash were released from escrow. As of December 31, 2012, ICG had not received these released amounts but amounts have been received in January 2013. Accordingly, ICG recorded a receivable in the amount of $0.4 million and a gain, which is included in the table above as “Gain on sale of StarCite.”

On June 14, 2011, Channel Intelligence acquired substantially all of the assets of ClickEquations. The transaction diluted ICG’s ownership in Channel Intelligence and, accordingly, ICG recorded a dilution gain of $0.5 million which is included in the line item “Dilution gain (loss) on equity method companies” in the table above. 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 which is included in the line item “Loss on sale of ClickEquations” in the table above.

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. In November 2011, ICG received $1.1 million of escrowed proceeds, which ICG recorded as a gain during the year ended December 31, 2011. In March 2012, ICG received $0.2 million of escrowed proceeds, representing the final distribution of escrowed proceeds. ICG recorded that amount as a gain during the year ended December 31, 2012. These gains are included in the line item “Gain on sale of Metastorm” in the table above.

During the years ended December 31, 2011 and 2010, ICG received final distributions of funds of $1.6 million and $1.8 million, respectively, which related to former companies. Those amounts were recorded as gains and are included in the line item “Gains on sales/distributions of ownership interests” in the table above. Also during the year ended December 31, 2011, ICG received a distribution from Anthem in the amount of $1.49 million, which was recorded as a gain and is included in the line item “Gains on other distributions” in the table above.

During the year ended December 31, 2012, Procurian recorded foreign currency losses of $0.2 million related to changes in exchange rates associated with its operations in the United Kingdom, Europe, Asia and South America. During the years ended December 31, 2011 and 2010, Procurian recorded foreign currency losses of $0.6 million and foreign currency gains of $0.4 million, respectively, related to changes in exchange rates associated with its operations in the United Kingdom and Europe. These foreign currency gains and losses, which include the mark-to-market adjustments related to the average rate currency options utilized by Procurian (see Note 6, “Financial Instruments”), comprise the majority of the other income (loss) for ICG’s consolidated core companies included in the table above.

During the year ended December 31, 2012, ICG sold 447,057 shares of Active common stock at an average price per share of $16.88. ICG received total proceeds of $7.5 million and recognized a gain on the sale of those securities of approximately $1.4 million, which is described in the table above as “Realized gains on marketable securities.”

In 2010, ICG sold 1,619,571 shares of Blackboard common stock which was traded on The NASDAQ Global Select Market (NASDAQ:BBBB) at an average price per share of $42.87. ICG received total proceeds of $69.4 million and recognized gains of $67.0 million in the year ended December 31, 2010. The gains are included in the line item “Realized gains on marketable securities” in the table above.