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Other Income (Loss)
12 Months Ended
Dec. 31, 2013
Other Income (Loss)

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, and, for the years ended December 31, 2013, 2012 and 2011, is comprised of the following (in thousands):

 

 

  

Year Ended December 31,

 

 

  

2013

 

  

2012

 

 

2011

 

Gain on fair value of prior equity interests

  

$

  

  

$

51,668

  

 

$

  

Gain (loss) on sales/distributions of ownership interests

  

 

(4,032

)  

  

 

5,260

  

 

 

40,873

  

Realized gains on sales of marketable securities

  

 

23

  

  

 

1,552

  

 

 

  

Gain on other distributions

  

 

  

  

 

  

 

 

1,856

 

Dilution gain on equity method businesses

  

 

  

  

 

  

 

 

496

  

Other

  

 

(93

)  

  

 

(656

 

 

(18

 

  

 

(4,102

)  

  

 

57,824

  

 

 

43,207

  

Total other income (loss) for consolidated businesses

  

 

(108

)  

  

 

(4

)  

 

 

(4

 

  

$

(4,210

)  

  

$

57,820

  

 

$

43,203

  

On December 27, 2012, ICG acquired additional equity interests in Bolt and began to consolidate the financial position and results of Bolt as of that date. ICG recorded a gain on the transaction of $25.5 million, which represents the excess of the fair value at the date of consolidation over its carrying value from its previous equity interest as an equity method business. That gain is included in the line item “Gain on fair value of prior equity interests” for the year ended December 31, 2012 in the table above.  See Note 4, “Consolidated Businesses” for the allocation of the enterprise value.

On July 11, 2012, ICG acquired additional equity interests in CIML and began to consolidate the financial position and results of CIML as of that date. In conjunction with the fair value determination of ICG’s previous equity interest in CIML, ICG recorded a gain of $26.2 million, representing the excess of ICG’s portion of the value of CIML over its carrying value from its previous equity interest as an equity method business at the date of consolidation; that gain is included in the line item “Gain on fair value of prior equity interests” for the year ended December 31, 2012 in the table above. The primary valuation technique used to measure the acquisition date fair value of CIML immediately before the acquisition was the backsolve option-pricing method.

On October 18, 2013, Freeborders was sold to Symbio. ICG received an equity ownership interest in Symbio as consideration for this transaction.  ICG recorded a gain on that transaction of $0.3 million that is included in the line item “Gain (loss) on sales/distributions of ownership interests” for the year ended December 31, 2013 in the table above.

On October 28, 2013, substantially all of the assets of WhiteFence were sold to Allconnect.  ICG’s portion of the proceeds was $5.4 million of cash, $1.6 million of which was deferred for one year. ICG recorded a loss on that transaction of $4.3 million that is included in the line item “Gain (loss) on sales/distributions of ownership interests” for the year ended December 31, 2013 in the table above.

On July 5, 2012, GoIndustry was sold to Liquidity Services. ICG’s portion of the proceeds was $2.9 million of cash, which was received in July 2012. During the three-month period ended September 30, 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, which is included in the line item “Gain (loss) on sales/distributions of ownership interests” in the table above.

On February 17, 2011, Metastorm 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 that transaction and the related receipt of escrowed proceeds, ICG recorded gains of $26.0 million during the year ended December 31, 2011. During the year ended December 31, 2012, ICG received $0.2 million of escrowed proceeds, representing the final distribution of escrowed proceeds. ICG recorded those amounts as gains, which are included in the line item “Gain (loss) on sales/distributions of ownership interests” in the relative periods in the table above.

On December 30, 2011, StarCite was sold to Active. ICG’s portion of the sale proceeds was $24.9 million, which consisted of $15.8 million of cash and 615,862 shares of Active common stock valued at $8.4 million, based on the $13.60 closing price of the stock on December 30, 2011. Approximately $0.1 million of the cash consideration and 102,199 shares of the stock consideration were placed in escrow to satisfy potential indemnity claims. ICG recorded a gain on that transaction of $14.1 million during the year ended December 31, 2011 that is included in the line item “Gain (loss) on sales/distributions of ownership interests” in the table above. During the year ended December 31, 2012, in conjunction with the release of 83,627 shares of Active common stock and a deminimis amount of cash from escrow, ICG recorded a gain of $0.4 million, which is also included in the line item “Gain (loss) on sales/distributions of ownership interests” for that year in the table above.

As noted above, ICG’s portion of the StarCite sale proceeds included shares of Active common stock, some of which were held in escrow for a period of time to satisfy potential indemnity claims. During the years ended December 31, 2013 and 2012, ICG realized proceeds of $0.8 million and $7.5 million, respectively, from the sale of 150,233 shares of Active common stock at an average price of $5.10 per share in the 2013 period, and 447,057 shares of Active common stock at an average price of $16.88 per share in the 2012 period. ICG recorded a gain on the sale of those securities of less than $0.1 million and $1.4 million during the years ended December 31, 2013 and 2012, respectively. Those gains are included in the line item “Realized gains on sales of marketable securities” in the relative periods in the table above. On various dates during the year ended December 31, 2012, ICG determined that the price per share at which shares of Active common stock were recorded on ICG’s Consolidated Balance Sheets exceeded the fair value price per share of those securities. Accordingly, during the year ended December 31, 2012, ICG recorded impairment charges of $0.6 million related to the mark-to-market adjustment on Active common stock. That impairment charge is included in the line item “Other” for the year ended December 31, 2012 in the table above.

During the year ended December 30, 2012, ICG received 12,989 shares of Intercontinental Exchange, Inc. (“ICE”), representing the final distribution of escrow proceeds related to the disposition of Creditex Group, Inc. ICG recorded a gain during the year ended December 31, 2012 of $1.7 million based on the closing stock price of the ICE common stock on the day it was released from escrow; that gain is included in the line item “Gain (loss) on sales/distributions of ownership interests” in the relative period in the table above. Subsequent to the receipt of those shares of ICE common stock, ICG sold the shares and received total proceeds of $1.8 million. The incremental gain on the sale of those shares of $0.1 million is included in the line item “Realized gains on the sales of marketable securities” for the year ended December 31, 2012 in the table above.

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 during the year ended December 31, 2011, which is included in the line item “Dilution gain on equity method businesses” in the table above. Based on the excess of the specified value of the Channel Intelligence preferred stock received by ICG in the transaction over 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. The loss on the sale transaction is included in the line item “Gain (loss) on sales/distributions of ownership interests” during the year ended December 31, 2011 in the table above.

During the year ended December 31, 2011, ICG received escrowed proceeds and/or settlement payments related to several former businesses in which ICG had debt or equity ownership interests. ICG recorded aggregate gains of $1.6 million related to the receipt of those funds, which are included in the line item “Gain (loss) on sales/distributions of ownership interests” for the year ended December 31, 2011 in the table above.

Also during the year ended December 31, 2011, ICG received a distribution from Anthem in the amount of $1.9 million, which was recorded as a gain and is included in the line item “Gains on other distributions” in the table above.