Consolidated Businesses

6 Months Ended

Jun. 30, 2014

Consolidated Businesses

4. Consolidated Businesses

Acquisitions

On August 9, 2013, Bolt acquired Superior Access Insurance Services, Inc. (“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.

Subsequent to June 30, 2014, MSDSonline acquired Knowledge Management Innovations, LTD for $10.0 million in cash, subject to working capital adjustments and a potential earnout. MSDSonline will allocate the purchase price to the acquired tangible and identifiable intangible assets and liabilities based upon their respective fair values at the date of acquisition, which it expects to finalize by December 31, 2014.

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

	Superior Access
Net assets acquired:
Goodwill	$	2,654
Customer lists (5-11 year life)		4,000
Trademarks, trade names and domain names (5-11 year life)		1,100
Technology (5 year life)		1,300
Non-compete agreements (3 year life)		-
Other net assets (liabilities)		(343	)
	$	8,711

Redeemable Noncontrolling Interest

Certain GovDelivery stockholders have the ability to require GovDelivery to redeem their shares in 2015 and 2016 based on a fair value determination.  Additionally, certain MSDSonline stockholders have the ability to require MSDSonline to redeem their shares in 2015, 2016 and 2017 based on a fair value determination. Because those redemptions are outside the control of those respective businesses, 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” in ICG’s Consolidated Balance Sheets.

The following is a reconciliation of the activity related to ICG’s redeemable noncontrolling interest during the six months ended June 30, 2014 and 2013 (in thousands):

Balance at December 31, 2012	$	3,383
Redeemable noncontrolling interest portion of subsidiary net income/(loss)		(102	)
Accretion to estimated redemption value		570
Balance at June 30, 2013	$	3,851
Balance at December 31, 2013	$	3,442
Redeemable noncontrolling interest portion of subsidiary net income/(loss)		14
Accretion to estimated redemption value		1,379
Impact of subsidiary equity transactions		(167	)
Balance at June 30, 2014	$	4,668

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’ 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 interests” and a decrease to “Additional paid-in capital” in ICG’s Consolidated Balance Sheets for the relevant period. ICG may also acquire additional equity ownership interests in its consolidated businesses, either from existing holders or as a result of share issuances by one or more of those businesses, and ICG’s equity ownership interests may be diluted by any such share issuances to other parties. 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 interests” in 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” in 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” in ICG’s Consolidated Statements of Changes in Equity for the relevant period. These amounts primarily relate to ICG’s acquisition of additional equity ownership interests in our consolidated businesses from noncontrolling interests.

Pro Forma Information

The information in the following table represents revenue, net income (loss) from continuing operations attributable to ICG Group, Inc. and net income (loss) from continuing operations per diluted share attributable to ICG Group, Inc. for the relevant periods, had Bolt owned Superior Access in the three- and six- month periods ended June 30, 2013 (in thousands, except per share data).

	Three Months Ended  June 30,			Six Months Ended  June 30,
	2013			2013
Revenue	$	16,266		$	31,030
Net income (loss) from continuing operations attributable to ICG      Group, Inc.	$	(8,993	)	$	(20,387	)
Net income (loss) from continuing operations per diluted share      attributable to ICG Group, Inc.	$	(0.25	)	$	(0.56	)