Discontinued Operations

12 Months Ended

Dec. 31, 2013

Discontinued Operations

5. Discontinued Operations

During the year ended December 31, 2013, three of ICG’s consolidated subsidiaries were sold: InvestorForce, Channel Intelligence and Procurian.

On January 29, 2013, InvestorForce was sold to MSCI for $23.6 million in cash. ICG’s proceeds from the sale were $20.8 million, a portion of which is being held in escrow and is subject to potential indemnification claims. ICG recorded a gain of $15.7 million related to the transaction; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Consolidated Statements of Operations for the year ended December 31, 2013.

On February 20, 2013, Channel Intelligence was sold to Google for $125.0 million in cash. ICG realized $60.5 million in the transaction, a portion of which is being held in escrow and is subject to potential indemnification claims. ICG recorded a gain of $17.8 million related to the transaction; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Consolidated Statements of Operations for the year ended December 31, 2013.

On December 4, 2013, Procurian was sold to an affiliate of Accenture for $375.0 million in cash. ICG realized $327.8 million in the transaction, a portion of which is being held in escrow and is subject to potential indemnification claims. ICG recorded a gain of $224.9 million related to the transaction; that gain is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Consolidated Statements of Operations for the year ended December 31, 2013.

InvestorForce, Channel Intelligence and Procurian have been accounted for as discontinued operations. The results of operations and cash flows of these businesses have been reclassified from the results of continuing operations and are shown separately on ICG’s Consolidated Statements of Operations and ICG’s Consolidated Statements of Cash Flows for all relevant periods presented. The assets and liabilities of these discontinued operations have been reclassified and are reflected in the line items “Assets of discontinued operations” and “Liabilities of discontinued operations” on ICG’s Consolidated Balance Sheets as of December 31, 2012. Consistent with ICG’s policy election, ICG’s proceeds from these transactions are reflected in cash flows provided by investing activities from continuing operations on ICG’s Consolidated Statement of Cash Flows for the year ended December 31, 2013. The results of ICG’s discontinued operations are summarized below (in millions):

	InvestorForce			Channel Intelligence			Procurian
Year ended December 31, 2013
Revenue (through date of respective sale)	$	0.8		$	3.1		$	127.1
ICG’s share of net income (loss) (through date of respective sale)	$	(0.5	)	$	(2.9	)	$	0.1
Year ended December 31, 2012
Revenue	$	8.6		$	11.1		$	140.0
ICG’s share of net income (loss)	$	(1.4	)	$	(1.8	)	$	8.4
Year ended December 31, 2011
Revenue	$	7.1		$	—		$	120.6
ICG’s share of net income (loss)	$	(2.4	)	$	—		$	12.9

Income tax expense of $20.4 million and an income tax benefit of $5.1 million and $6.4 million is included in the line item “Income (loss) from discontinued operations, including gain on sale, net of tax” on ICG’s Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011, respectively.

The assets and liabilities of ICG’s discontinued operations that are included in the line items “Assets of discontinued operations” and “Liabilities of discontinued operations” on ICG’s Consolidated Balance Sheets as of December 31, 2012 are as follows (in millions):

	InvestorForce		Channel Intelligence		Procurian
As of December 31, 2012
Current assets	$	3.1	$	6.2	$	72.8
Noncurrent assets		1.0		72.2		74.3
Assets of discontinued operations	$	4.1	$	78.4	$	147.1
Current liabilities	$	3.6	$	6.3	$	30.6
Noncurrent liabilities		0.3		0.2		22.9
Liabilities of discontinued operations	$	3.9	$	6.5	$	53.5

The assets of ICG’s discontinued operations include $12.2 million of ICG’s consolidated deferred tax asset related to Procurian; that amount is included in the $74.3 million of Procurian’s “Noncurrent assets” in the table above.

Additionally, the following goodwill and intangible asset balances of ICG’s discontinued operations are included in the line item “Noncurrent assets” in the table above for the respective business (in millions):

	InvestorForce		Channel Intelligence		Procurian
As of December 31, 2012
Goodwill	$	0.7	$	48.9	$	30.5
Intangible Assets:
Customer relationships	$	—	$	9.5	$	8.8
Trademarks/trade names/domain names		—		6.7		0.8
Developed technology		—		2.7		1.9
Servicing agreements		—		3.5		—
Non-compete agreements		—		0		0.5
Intellectual property		—		0		0.1
Total Intangible Assets	$	—	$	22.4	$	12.1