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Business Combinations, Sale and Deconsolidation of Subsidiaries, and Noncontrolling Interest
12 Months Ended
Dec. 31, 2012
Business Combinations, Sale and Deconsolidation of Subsidiaries, and Noncontrolling Interest  
Business Combinations, Sale and Deconsolidation of Subsidiaries, and Noncontrolling Interest

3. Business Combinations, Sale and Deconsolidation of Subsidiaries, and Noncontrolling Interest

  • Portfolio Asset Acquisition & Resolution Business Segment

    European Acquisition Partnership and European Servicing Entity—Capital and Ownership Restructure and Subsequent Sale

        In June 2012, the capital and ownership structures of two European entities under common control of FirstCity and a non-affiliated investor group were modified (as agreed upon by FirstCity and the non-affiliated investor group). The entities involved included UBN, SAS ("UBN"), an Acquisition Partnership and MCS et Associés ("MCS"), a servicing entity. At the time of restructure, FirstCity had a direct 70% controlling ownership interest in UBN and a combined direct and indirect 37% noncontrolling ownership interest in MCS. FirstCity's indirect ownership interest in MCS resulted from its ownership in UBN, which had a direct 35% noncontrolling ownership interest in MCS. Under terms of the restructure, FirstCity and the non-affiliated investor group contributed their MCS ownership interests to UBN in exchange for modified ownership interests in UBN that approximated their respective economic interests in these entities (on a combined basis) prior to the restructure. As a result, UBN now has a 100% controlling interest in MCS, and FirstCity's ownership interest in UBN decreased to 38% (the controlling 62% interest in UBN is now held by the non-affiliated investor group). As such, the form of FirstCity's investment in UBN changed from a consolidated subsidiary to an unconsolidated subsidiary (now treated as an equity-method investment), and FirstCity no longer has any direct investment in MCS.

        The restructure resulted in FirstCity's deconsolidation of UBN (since FirstCity now has a noncontrolling interest in UBN) and the exchange of an equity-method investment in MCS with an equity-method investment in UBN. FirstCity accounted for this activity as a non-monetary exchange transaction between entities with common ownership, and accounted for the restructure at historical cost (i.e. there was no impact to FirstCity's consolidated earnings). The net impact to FirstCity's consolidated balance sheet from recording this activity on the restructure date consisted primarily of the following: (1) $2.9 million decrease in cash (remove cash held by UBN upon deconsolidation); (2) $0.5 million non-cash decrease in other liabilities (remove obligations of UBN upon deconsolidation); (3) $8.5 million non-cash decrease in noncontrolling interest (remove the noncontrolling equity interest in UBN attributable to the non-affiliated investor group upon deconsolidation); and (4) $6.1 million non-cash decrease to investments in unconsolidated subsidiaries (upon FirstCity's exchange of an equity-method investment in MCS with an equity-method investment in UBN).

        In December 2012 FirstCity sold its 38% ownership interest in UBN to Miromesnil Gestion, a French societe anonyme, which is a wholly-owned subsidiary of MCS for an aggregate purchase price of 20,000,000 Euros (or approximately $26.3 million). FirstCity realized a gain of approximately $1.0 million from this transaction, which included recognition of $0.6 million of previously deferred income attributed to sales of investments in 2011.

  • European Acquisition Partnerships—Sale of Subsidiaries

        In February 2011, the Company sold a substantial majority of its interests in certain German Portfolio Assets and its wholly-owned equity interest in a German entity to a European Acquisition Partnership for approximately $22.5 million. FirstCity, through a wholly-owned subsidiary, has a noncontrolling 13% beneficial interest in the European Acquisition Partnership that purchased the Portfolio Assets and German entity (the remaining 87% beneficial interest is owned by an affiliate of Värde).

        In November 2011, the Company, through its majority-owned foreign subsidiary (UBN), sold its equity interests in sixteen French Acquisition Partnerships to a foreign equity-method investee of FirstCity (i.e. unconsolidated equity investment) for $3.4 million. Prior to this transaction, the Company held a controlling interest in these Acquisition Partnerships through its combined direct and indirect majority ownership. This transaction was accounted for as an asset sale, and accordingly, the assets ($0.8 million of cash and $0.5 million of Portfolio Assets) and non-controlling interests ($0.6 million) attributable to these French Acquisition Partnerships were removed from FirstCity's consolidated balance sheet. FirstCity realized a $2.8 million gain from UBN's sale of these Acquisition Partnerships, of which $1.0 million was deferred (portion attributable to FirstCity's 36.8% ownership interests in the foreign equity-method investee) and ratably accreted to income in 2012 until the sale of UBN mentioned above.

  • European Acquisition Partnership—Business Combination

        In June 2011, the Company acquired a controlling interest in a European Acquisition Partnership from a foreign equity-method investee for $0.6 million. The Company owned a noncontrolling equity interest in this entity prior to the transaction. As a result of this transaction, the Company's ownership interest in the Acquisition Partnership increased to 100% and the Company obtained control of such entity, resulting in the Acquisition Partnership becoming a consolidated subsidiary of the Company. The transaction was accounted for as a business combination, and accordingly, all of the assets and liabilities of the Acquisition Partnership were measured at fair value on the acquisition date and included in the Company's consolidated balance sheet. The estimated fair value of the Acquisition Partnership's identifiable assets and liabilities that were added to the Company's consolidated balance sheet on the acquisition date included $2.7 million of Portfolio Assets and $1.7 million of notes payable and accrued liabilities (including $0.9 million of intercompany notes payable that were eliminated in consolidation with the Company's consolidated financial statements).

        Under business combination accounting guidance, the Company's carrying value of its previously-held equity-method investment in the Acquisition Partnership was re-measured to fair value at the acquisition date. The fair value of the Company's previously-held equity interest exceeded the aggregate carrying value by approximately $0.3 million, which the Company recognized as "Gain on business combination" in its consolidated statement of earnings for 2011.

  • Latin American Acquisition Partnership—Sale of Equity Investment

        In November 2012, FirstCity sold its 20% ownership interest in a Brazilian Acquisition Partnership for $0.4 million. FirstCity realized a gain of approximately $0.4 million from this transaction.

  • Special Situations Platform Business Segment

    Railroad Operation—Business Combination

        In June 2012, FirstCity, through its majority-owned Special Situations Platform subsidiary, acquired certain assets from a company that operated a rail-served debris transfer station, as partial payment of the company's debt obligation to FirstCity. The Company's acquisition of the operating assets was accounted for as a business combination, and accordingly, all of the assets acquired and liabilities assumed were measured at fair value on the acquisition date and included in the Company's consolidated balance sheet. The estimated fair value of the identifiable assets acquired included $2.8 million of property and equipment, $0.5 million of trade receivables, and $0.2 million of various other assets. The estimated fair value of the identifiable liabilities assumed by the Company was not significant. The fair value of the net asset acquired by the Company exceeded its $2.5 million purchase price by approximately $0.9 million, which the Company recognized as "Gain on business combination" in its consolidated statement of earnings for 2012.

        In August 2011, the Company, through its majority-owned Special Situations Platform subsidiary, acquired certain net assets from a company that provided short-line rail services and operated a transload facility for $2.1 million. The transaction was accounted for as a business combination, and accordingly, all of the assets acquired and liabilities assumed were measured at fair value on the acquisition date and included in the Company's consolidated balance sheet. The estimated fair value of the identifiable assets acquired included $2.1 million of property and equipment and $0.2 million of intangible assets. The estimated fair value of the identifiable liabilities assumed by the Company as a result of the transaction was not significant. The fair value of the net assets acquired by the Company exceeded the purchase price by approximately $0.2 million, which the Company recognized as "Gain on business combination" in its consolidated statement of earnings for 2011.