4. Consolidated Businesses

Acquisitions

During 2012 and 2013, ICG completed the following acquisitions:

(1) On March 30, 2012, ICG acquired 96% of the equity of MSDSonline. The acquisition was accounted for under the acquisition method. ICG allocated the purchase price to the acquired tangible and identifiable intangible assets and liabilities based upon their respective fair values as of the date of acquisition.

(2) On December 27, 2012, ICG acquired additional equity ownership interests in Bolt (then an equity method business) for consideration of $13.2 million, increasing ICG’s ownership interest in that business from 38% to 53%. ICG consolidated the financial position of Bolt as of the date the additional equity interests were acquired and accounted for the transaction as a business combination. ICG allocated the value of Bolt to its tangible and identifiable intangible assets and liabilities based upon their respective estimated fair values as of the date of acquisition. Additionally, ICG recorded a gain on the transaction of $25.5 million, representing the excess of ICG’s portion of the enterprise value of Bolt over its carrying value for its prior equity interest in Bolt as an equity method company. That gain is included in the line item “Other income (loss), net” in ICG’s Consolidated Statements of Operations for the year ended December 31, 2012. The primary valuation technique used to measure the acquisition date fair value of Bolt immediately before the business combination was the backsolve option-pricing method.

(3) On August 9, 2013, Bolt acquired Superior Access for $8.7 million in cash. Bolt has estimated the allocation of purchase price to the acquired tangible and identifiable intangible assets and liabilities based upon their respective estimated fair values at the date of acquisition. ICG expects the acquisition accounting related to Bolt’s acquisition of Superior Access to be complete by June 30, 2014.

No other acquisitions occurred in 2013 or 2012 that were significant to ICG’s consolidated results.

The allocations of the purchase price related to the acquisition of MSDSonline and Superior Access and the allocation of the value upon consolidation of Bolt to identified intangible assets and tangible assets and liabilities are as follows (in thousands):

	MSDSonline			Bolt			Superior Access
Net assets acquired:
Goodwill	$	15,847		$	68,253		$	2,540
Customer lists (5-11 year life)		20,440			6,800			4,000
Trademarks, trade names and domain names (5-11 year life)		6,800			6,400			1,100
Technology (5 year life)		1,900			4,300			1,300
Non-compete agreements (3 year life)		3,580			—			—
Other net assets (liabilities)		1,170			(5,150	)		(229	)
		49,737			80,603			8,711
Noncontrolling interest ⁽¹⁾		(1,355	)		(31,824	)		—
	$	48,382		$	48,779		$	8,711

⁽¹⁾	ICG estimated the fair value of the noncontrolling interest in Bolt and MSDSonline with consideration of discounts for lack of control and lack of marketability. See “Redeemable Noncontrolling Interest” in this Note 4 with respect to MSDSonline.

Redeemable Noncontrolling Interest

Certain GovDelivery stockholders have the ability to require GovDelivery to redeem their shares in 2014 based on a fair value determination. Because that redemption is outside the control of GovDelivery, ICG has classified this noncontrolling interest outside of equity and will accrete to its estimated redemption value with an offset to additional paid-in capital. This noncontrolling interest is classified as “Redeemable noncontrolling interest” on ICG’s Consolidated Balance Sheets.

Certain MSDSonline stockholders have the ability to require MSDSonline to redeem their shares beginning in 2015 based on a fair value determination. Because that redemption is outside the control of MSDSonline, ICG has classified this noncontrolling interest outside of equity and will accrete to its estimated redemption value with an offset to additional paid-in capital. This noncontrolling interest is classified as “Redeemable noncontrolling interest” on ICG’s Consolidated Balance Sheets.

The following reconciles the activity related to the redeemable noncontrolling interest during the years ended December 31, 2013, 2012 and 2011 (in thousands):

Balance at December 31, 2010	$	1,182
Redeemable noncontrolling interest portion of subsidiary net (income)/loss		(221	)
Accretion to estimated redemption value		509
Impact of subsidiary equity transactions		(92	)
Balance at December 31, 2011	$	1,378
Redeemable noncontrolling interest portion of subsidiary net (income)/loss		(149	)
Accretion to estimated redemption value		839
Acquisition of MSDSonline		1,309
Impact of subsidiary equity transactions		6
Balance at December 31, 2012	$	3,383
Redeemable noncontrolling interest portion of subsidiary net (income)/loss		(105	)
Accretion to estimated redemption value		1,088
Impact of subsidiary equity transactions		(924	)
Balance at December 31, 2013	$	3,442

Other Consolidated Businesses Transactions

From time to time, ICG acquires additional equity ownership interests in its consolidated businesses. Purchasing equity ownership interests from a consolidated business’s existing shareholders results in an increase in ICG’s controlling interest in that business and a corresponding decrease in the noncontrolling interest ownership. Those transactions are accounted for as a decrease to “Noncontrolling Interest” and a decrease to “Additional paid-in capital” on ICG’s Consolidated Balance Sheets for the relevant period. During the year ended December 31, 2013, ICG paid $11.0 million and $3.0 million to the noncontrolling interest holders of Bolt and GovDelivery, respectively, to purchase equity interests in those companies. ICG may also acquire additional equity ownership interests in its consolidated businesses as a result of share issuances by those companies or may be diluted by such share issuances. An issuance of equity securities by a consolidated business that results in a decrease in ICG’s equity ownership interests is accounted for in accordance with the policy for “Principles of Accounting for Ownership Interests” described in Note 2, “Significant Accounting Policies.” Other changes to ICG’s equity ownership interests in its consolidated businesses, as well as equity-based compensation award activity at those businesses, also result in adjustments to “Additional paid-in capital” and “Noncontrolling Interest” on ICG’s Consolidated Balance Sheets. The impact of any equity-related transactions at ICG’s consolidated businesses is included in the line item “Impact of subsidiary equity transactions” on ICG’s Consolidated Statements of Changes in Equity. 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 2013, 2012 and 2011. These amounts primarily relate to ICG’s acquisition of additional equity ownership interests in our consolidated businesses from noncontrolling interests, as well as the impact of ICG’s consolidation of Bolt and CIML in 2012 on the noncontrolling interest.

Pro Forma Information (Unaudited)

The information in the following table represents revenue, net income (loss) attributable to ICG Group, Inc. and net income (loss) per diluted share attributable to ICG Group, Inc. for the relative periods, had ICG consolidated MSDSonline and Bolt (including Bolt’s acquisition of Superior Access) in each of those periods (in thousands, except per share data).

		Year Ended December 31,
	2013			2012

Revenue	$	65,995		$	47,265
Net income (loss) attributable to ICG Group, Inc.	$	(25,591	)	$	10,134
Net income (loss) per diluted share attributable to ICG Group, Inc.	$	(0.70)		$	0.28

Separate Financial Statements of Subsidiary not Consolidated

The following is summarized financial information for Bolt (then Seapass Solutions, Inc.), which was consolidated by ICG as of December 27, 2012, for the years ended December 31, 2012 and 2011. Prior to such consolidation, ICG held a 38% and 26% equity ownership interest in the company for the years ended December 31, 2012 and 2011, respectively, and accounted for this ownership interest under the equity method of accounting. The following summarized information is based upon that company’s financial statements, which have been prepared in conformity with GAAP and require estimates and assumptions that affect the amounts reported. Actual results could materially differ from those estimates.

		December 31, 2012			December 31, 2011
		(in thousands)
Total Assets	$	11,705		$	3,983
Total Liabilities	$	16,759		$	8,248
Total Stockholders’ Equity	$	(5,054	)	$	(4,265	)

	Years Ended December 31,
		2012			2011
		(in thousands)
Revenue	$	6,518		$	6,083
Expenses	$	(18,245	)	$	(15,091	)
Net loss	$	(11,727	)	$	(9,008	)

The following is summarized financial information for StarCite, which was acquired by Active on December 30, 2011, for the period from January 1, 2011 to December 30, 2011. Prior to the sale of StarCite, ICG held a 36% equity ownership interest in the company and accounted for StarCite under the equity method of accounting. The following summarized information of StarCite is based upon that company’s financial statements, which have been prepared in conformity with GAAP and require StarCite’s management to make estimates and assumptions that affect the amounts reported. Actual results could materially differ from those estimates.

			December 30, 2011
		(in thousands)
Total Assets	$		51,335
Total Liabilities	$		32,924
Total Stockholders’ Equity	$		18,411

			Period Ended December 30, 2011
		(in thousands)
Revenue	$		44,968
Expenses	$		(50,324	)
Net loss	$		(5,356	)