UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Commission File Number 333-40495)
ICG FUNDING, LLC
(Exact name of registrant as specified in its charter)
Delaware 84-1434980
(State or other jurisdiction (I.R.S. Employer Identification No.)
of organization)
161 Inverness Drive West
Englewood, Colorado 80112
(888) 424-1144 or (303) 414-5000
(Address of principal executive offices and registrant's
telephone numbers, including area codes)
ICG Funding, LLC has no securities registered pursuant to Sections 12(b) or
12(g) of the Act.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
All of the issued and outstanding common securities of ICG Funding, LLC are
owned by ICG Communications, Inc.
<PAGE>
2
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . 3
Balance Sheets as of December 31, 1997 and September
30, 1998 (unaudited). . . . . . . . . . . . . . . . . . 3
Statements of Operations (unaudited) for the Period
from September 17, 1997 (inception) to September 30,
1997 and for the Three Months and Nine Months Ended
September 30, 1998. . . . . . . . . . . . . . . . . . . 4
Statement of Member's (Deficit) Equity (unaudited) for
the Nine Months Ended September 30, 1998. . . . . . . . 5
Statement of Cash Flows (unaudited) for the Period
from September 17, 1997 (inception) to September 30,
1997 and for the Nine Months Ended September 30, 1998 . 6
Notes to Financial Statements, December 31, 1997 and
September 30, 1998 (unaudited) . . . . . . . . . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . 9
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . . 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . 14
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 14
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K . . . . . . . . . . . . . 14
Exhibit . . . . . . . . . . . . . . . . . . . . . . . . . 14
Reports on Form 8-K . . . . . . . . . . . . . . . . . . 14
<PAGE>
3
ICG FUNDING, LLC
Balance Sheets
December 31, 1997 and September 30, 1998 (unaudited)
<TABLE>
<CAPTION>
December 31, September 30,
1997 1998
-------------------- -------------------
(in thousands)
<S> <C> <C>
Assets
Current assets:
Short-term investments available for sale $ 108,310 -
Dividends receivable - 862
Restricted cash 8,693 8,693
-------------------- -------------------
Total current assets 117,003 9,555
-------------------- -------------------
Investment in ICG Preferred Stock - 115,784
Restricted cash 15,956 10,196
-------------------- -------------------
Total assets $ 132,959 135,535
==================== ===================
Liabilities and Member's (Deficit) Equity
Current liability - dividends payable $ 1,116 1,116
Due to ICG 4,699 4,699
------------------- -------------------
Total liabilities 5,815 5,815
------------------- -------------------
Redeemable preferred securities ($133.4 million liquidation value at
December 31, 1997 and September 30, 1998) 127,655 127,944
Member's (deficit) equity:
Additional paid-in capital (note 3) - 3,385
Accumulated deficit (511) (1,609)
------------------- -------------------
Total member's (deficit) equity (511) 1,776
------------------- -------------------
Commitments and contingencies
Total liabilities and member's (deficit) equity $ 132,959 135,535
=================== ===================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
4
ICG FUNDING, LLC
Statements of Operations (unaudited)
Period from September 17, 1997 (inception) to September 30, 1997 and
Three Months and Nine Months Ended September 30, 1998
<TABLE>
<CAPTION>
September 17, 1997 Three Months Nine Months
(inception) to Ended Ended
September 30, September 30, September 30,
1997 1998 1998
------------------------- --------------------- ------------------
(in thousands)
<S> <C> <C> <C>
Interest income, net $ 120 285 1,653
Dividend income - 1,711 4,233
------------------------- --------------------- ------------------
Net income $ 120 1,996 5,886
------------------------- --------------------- ------------------
Preferred dividends on redeemable preferred
securities, including accretion of
offering costs (129) (2,328) (6,984)
------------------------- --------------------- ------------------
Net loss available to common member $ (9) (332) (1,098)
========================= ===================== ==================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
5
ICG FUNDING, LLC
Statement of Member's (Deficit) Equity (unaudited)
Nine Months Ended September 30, 1998
<TABLE>
<CAPTION>
Total
Additional member's
paid-in Accumulated (deficit)
capital deficit equity
---------------- ------------------- ------------------
(in thousands)
<S> <C> <C> <C>
Balance at December 31, 1997 $ - (511) (511)
Contribution of ICG Common Stock (note 3) 3,385 - 3,385
Net income - 5,886 5,886
Preferred dividends on redeemable preferred securities, including
accretion of offering costs - (6,984) (6,984)
---------------- ------------------- ------------------
Balances at September 30, 1998 $ 3,385 (1,609) 1,776
================ =================== ==================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
6
ICG FUNDING, LLC
Statement of Cash Flows (unaudited)
Period from September 17, 1997 (inception) to September 30, 1997 and
Nine Months Ended September 30, 1998
<TABLE>
<CAPTION>
September 17, 1997 Nine Months Ended
(inception) to
September 30, September 30,
1997 1998
-------------------------- -------------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 120 5,886
Adjustment to reconcile net income to net cash provided by
operating activities:
Non-cash preferred dividends earned on
ICG Preferred Stock - (4,233)
-------------------------- -------------------
Net cash provided by operating
activities 120 1,653
-------------------------- -------------------
Cash flows from investing activities:
(Purchase) sale of short-term investments (92,929) 108,310
Purchase of ICG Preferred Stock - (112,413)
(Increase) decrease in restricted cash (22,191) 5,760
-------------------------- -------------------
Net cash (used in) provided by investing
activities (115,120) 1,657
-------------------------- -------------------
Cash flows from financing activities:
Net proceeds from issuance of redeemable preferred
securities 111,550 -
Advances from ICG 3,450 -
Proceeds from sale of ICG Common Stock - 3,385
Payment of preferred dividends on redeemable preferred
securities - (6,695)
-------------------------- -------------------
Net cash provided by (used in) financing
activities 115,000 (3,310)
-------------------------- -------------------
Cash and cash equivalents at December 31, 1997 and
September 30, 1998 $ - -
========================== ===================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
7
ICG FUNDING, LLC
Notes to Financial Statements
December 31, 1997 and September 30, 1998 (unaudited)
(1) Organization and Nature of Business
ICG Funding, LLC, a Delaware limited liability company (the "Company"), was
formed on September 17, 1997 as a special purpose limited liability company
existing for the exclusive purposes of: (i) issuing common and preferred
interests in the Company; (ii) using at least 85% of the net proceeds of
such issuances and related capital contributions (the "Net Proceeds") to
purchase shares of preferred stock of ICG Communications, Inc. ("ICG")
("ICG Preferred Stock") in a private placement; (iii) investing a portion
of the remaining Net Proceeds in U.S. Treasury securities, to be held in
escrow in an amount sufficient to fund the cash payments of the first
thirteen quarterly dividends on the Company's preferred interests (the
"Redeemable Preferred Securities"); and (iv) purchasing U.S. Treasury
securities pending the purchase of shares of ICG Preferred Stock. Unless
previously dissolved, the Company's term will continue until December 31,
2050.
ICG is the sole common member of the Company. The business and affairs of
the Company are conducted by ICG and ICG pays all of the Company's
administrative expenses, which are insignificant.
(2) Significant Accounting Policies
(a) Basis of Presentation
These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K/A for the period from September
17, 1997 (inception) to December 31, 1997 as certain information and
note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the
United States Securities and Exchange Commission. The interim
financial statements reflect all adjustments which are, in the opinion
of management, necessary for a fair presentation of financial
position, results of operations and cash flows as of and for the
interim period presented. Such adjustments are of a normal recurring
nature. Operating results for the nine months ended September 30, 1998
are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 1998.
<PAGE>
8
ICG FUNDING, LLC
Notes to Financial Statements, Continued
(2) Significant Accounting Policies (continued)
(b) Net Loss Per Share
The Company's one issued and outstanding common limited liability
company security is owned directly by ICG. Accordingly, the Company
does not present net loss per share in its financial statements as
such disclosure is not considered to be meaningful.
(3) Contribution and Sale of ICG Common Stock and Purchase of ICG Preferred
Stock
On February 13, 1998, ICG made a contribution of 126,750 shares of common
stock of ICG, $0.01 par value ("ICG Common Stock"), to the Company.
Immediately thereafter, the Company sold the contributed shares to
unrelated third parties for proceeds of approximately $3.4 million. The
Company recorded the contribution of the ICG Common Stock as additional
paid-in capital at the then fair market value and, consequently, no gain or
loss was recorded by the Company on the subsequent sale of those shares.
Also on February 13, 1998, the Company used the remaining proceeds from the
private placement of the Redeemable Preferred Securities, which were not
restricted for the payment of cash dividends, along with the proceeds from
the sale of the contributed ICG Common Stock to purchase approximately
$112.4 million of ICG Communications, Inc. Preferred Stock ("ICG Preferred
Stock") which pays dividends each February 15, May 15, August 15 and
November 15 in additional shares of ICG Preferred Stock through November
15, 2000. Subsequent to November 15, 2000, dividends on the ICG Preferred
Stock are payable in cash or shares of ICG Common Stock, at the option of
ICG. The ICG Preferred Stock is exchangeable, at the option of the Company,
at any time prior to November 15, 2009 into shares of ICG Common Stock at
an exchange rate based on the exchange rate of the Redeemable Preferred
Securities. The ICG Preferred Stock is subject to mandatory redemption on
November 15, 2009.
<PAGE>
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion includes certain forward-looking statements which
are affected by important factors including, but not limited to, market
conditions affecting the price of ICG Common Stock, redemption of the Redeemable
Preferred Securities by ICG, exchange into ICG Common Stock by the Redeemable
Preferred Securityholders, the declaration and payment of preferred stock
dividends to the Company by ICG and the ability of ICG to pay the administrative
expenses of the Company, that could cause actual results to differ materially
from the forward-looking statements. The results for the three months and nine
months ended September 30, 1998 have been derived from the Company's unaudited
financial statements included elsewhere herein.
Company Overview and Description of Significant Transactions
The Company was formed on September 17, 1997 as a special purpose limited
liability company existing for the exclusive purposes of: (i) issuing common and
preferred interests in the Company; (ii) using at least 85% of the Net Proceeds
of such issuances and related capital contributions to purchase shares of
preferred stock of ICG ("ICG Preferred Stock") in a private placement; (iii)
investing a portion of the remaining Net Proceeds in U.S. Treasury securities,
to be held in escrow in an amount sufficient to fund the cash payments of the
first thirteen quarterly dividends on the Company's Redeemable Preferred
Securities; and (iv) purchasing U.S. Treasury securities pending the purchase of
shares of ICG Preferred Stock.
On September 24 and October 3, 1997, the Company completed a private
placement of 6 3/4% Exchangeable Limited Liability Company Preferred Securities
Mandatorily Redeemable 2009 (the "Redeemable Preferred Securities") for gross
proceeds of $132.25 million. Net proceeds from the private placement, after
offering costs of approximately $4.7 million advanced by ICG, were approximately
$127.6 million. Restricted cash at September 30, 1998 of $18.9 million consists
of the remaining proceeds from the private placement which are designated for
the payment of cash dividends on the Redeemable Preferred Securities through
November 15, 2000.
The Redeemable Preferred Securities consist of 2,645,000 exchangeable
preferred securities of the Company that bear a cumulative dividend at the rate
of 6 3/4% per annum. The dividend is paid quarterly in arrears each February 15,
May 15, August 15 and November 15, and commenced November 15, 1997. The dividend
is payable in cash through November 15, 2000 and, thereafter, in cash or shares
of common stock of ICG, $0.01 par value ("ICG Common Stock"), at the option of
the Company. The Redeemable Preferred Securities are exchangeable, at the option
of the holder, at any time prior to November 15, 2009 into shares of ICG Common
Stock at a rate of 2.0812 shares of ICG Common Stock per preferred security, or
$24.025 per share, subject to adjustment. The Company may, at its option, redeem
the Redeemable Preferred Securities at any time on or after November 18, 2000.
Prior to that time, the Company may redeem the Redeemable Preferred Securities
if the current market value of ICG Common Stock equals or exceeds the exchange
price, for at least 20 days of any consecutive 30-day trading period, by 170%
prior to November 16, 1998; by 160% from November 16, 1998 through November 15,
1999; and by 150% from November 16, 1999 through November 15, 2000. The
Redeemable Preferred Securities are subject to mandatory redemption on November
15, 2009.
<PAGE>
10
On February 13, 1998, ICG made a contribution of 126,750 shares of ICG
Common Stock to the Company. Immediately thereafter, the Company sold the
contributed shares to unrelated third parties for proceeds of approximately $3.4
million. The Company recorded the contribution of the ICG Common Stock as
additional paid-in capital at the then fair market value and, consequently, no
gain or loss was recorded by the Company on the subsequent sale of those shares.
Also, on February 13, 1998, the Company used the remaining proceeds from
the private placement of the Redeemable Preferred Securities, which were not
restricted for the payment of cash dividends, along with the proceeds from the
sale of the contributed ICG Common Stock to purchase approximately $112.4
million of ICG Preferred Stock. The ICG Preferred Stock pays dividends each
February 15, May 15, August 15 and November 15 in additional shares of ICG
Preferred Stock through November 15, 2000. Subsequent to November 15, 2000,
dividends on the ICG Preferred Stock are payable in cash or shares of ICG Common
Stock, at the option of ICG. The ICG Preferred Stock is exchangeable, at the
option of the Company, at any time prior to November 15, 2009 into shares of ICG
Common Stock at an exchange rate based on the exchange rate of the Redeemable
Preferred Securities. The ICG Preferred Stock is subject to mandatory redemption
on November 15, 2009.
Results of Operations
The following table presents the components of the Company's net income and
net loss available to common member for the period from September 17, 1997
(inception) to September 30, 1997 and the three months and nine months ended
September 30, 1998 (in thousands).
<TABLE>
<CAPTION>
September 17, 1997 Three Months Nine Months
(inception) to Ended September Ended September
September 30, 1997 30, 1998 30, 1998
------------------------ ---------------------- --------------------
<S> <C> <C> <C>
Statement of Operations Data:
Interest income, net $ 120 285 1,653
Dividend income - 1,711 4,233
------------------------ ---------------------- --------------------
Net income 120 1,996 5,886
------------------------ ---------------------- --------------------
Preferred dividends on redeemable
preferred securities, including
accretion of offering costs (129) (2,328) (6,984)
------------------------ ---------------------- --------------------
Net loss available to common member $ (9) (332) (1,098)
======================== ====================== ====================
Other Data:
Net cash provided by operating activities $ 120 285 1,653
Net cash (used in) provided by investing
activities (115,120) 1,946 1,657
Net cash provided by (used in) financing
activities 115,000 (2,231) (3,310)
</TABLE>
<PAGE>
11
Three Months and Nine Months Ended September 30, 1998
Interest income, net. Interest income, net1of)$0.3 million and $1.7 million
for the three months and nine months ended September 30, 1998, respectively,
consists of income earned on invested cash proceeds from the issuance of the
Redeemable Preferred Securities in September and October 1997. Interest income,
net will continue to decrease in each future three-month period through November
15, 2000 due to the decrease in average balances held in short-term investments
as restricted cash balances are used to pay cash dividends on the Redeemable
Preferred Securities.
Dividend income. Dividend income of $1.7 million and $4.2 million for the
three months and nine months ended September 30, 1998, respectively, consists of
preferred dividends earned on the ICG Preferred Stock from February 13, 1998
through the end of the respective period.
Net income. The Company's net income for the three months and nine months
ended September 30, 1998 consists of interest income, net, and dividend income,
as noted above.
Preferred dividends on redeemable preferred securities, including accretion
of offering costs. Preferred dividends on redeemable preferred securities,
including accretion of offering costs was $2.3 million and $7.0 million for the
three months and nine months ended September 30, 1998, respectively, and
includes approximately $2.3 million and $6.7 million of preferred security
dividends paid and accrued during the three months and nine months ended
September 30, 1998, respectively, and the accretion of offering costs from the
private placement of the Redeemable Preferred Securities of approximately $0.1
million and $0.3 million for the three months and nine months ended September
30, 1998, respectively.
Net loss available to common member. Net loss available to common member of
$0.3 million and $1.1 million for the three months and nine months ended
September 30, 1998, respectively, is a result of preferred dividends on
redeemable preferred securities, offset by net income, as noted above.
Period from September 17, 1997 (inception) to September 30, 1997
Interest income, net and net income. Interest income, net of $0.1 million
for the period from September 17, 1997 (inception) to September 30, 1997
consists of income earned on invested cash proceeds from the issuance of $115.0
million of Redeemable Preferred Securities in September 1997. The Company's net
income for the period from September 17, 1997 (inception) to September 30, 1997
consists entirely of interest income.
Preferred dividends on redeemable preferred securities, including accretion
of offering costs. Preferred dividends on redeemable preferred securities,
including accretion of offering costs was $0.1 million for the period from
September 17, 1997 (inception) to September 30, 1997 and primarily consists of
accrued preferred security dividends on the Redeemable Preferred Securities for
the period from September 24, 1997 through September 30, 1997 of approximately
$0.1 million.
<PAGE>
12
Net loss available to common member. Net loss available to common member
for the period from September 17, 1997 (inception) to September 30, 1997 is a
result of preferred dividends on redeemable preferred securities, offset by
interest income, as noted above.
Liquidity and Capital Resources
The Company's operations consist entirely of effecting the transactions
required by the terms of the Redeemable Preferred Securities issued in September
and October 1997. To date, the Company's operations have been funded through the
proceeds from the issuance of the Redeemable Preferred Securities and the sale
of ICG Common Stock which was contributed to the Company by ICG. As of September
30, 1998, the Company has assets of approximately $135.5 million which consist
of the Company's investment in ICG Preferred Stock of approximately $115.8
million, restricted cash invested in U.S. Treasury securities of approximately
$18.9 million for the payment of cash dividends through November 15, 2000 on the
Redeemable Preferred Securities and a receivable for preferred dividends earned
on the ICG Preferred Stock of approximately $0.8 million. The Company's
liabilities at September 30, 1998 include approximately $1.1 million in
preferred dividends accrued on the Redeemable Preferred Securities and
approximately $4.7 million due to ICG for advances for the offering costs
associated with the issuance of the Redeemable Preferred Securities.
The Company is dependent upon ICG to declare and pay preferred dividends on
the ICG Preferred Stock. ICG is a Delaware corporation that files annual,
quarterly and current reports with the Securities and Exchange Commission. Its
Commission File Number is 1-11965.
Net Cash Provided By Operating Activities
Net cash provided by operating activities was approximately $0.1 million
and $1.7 million for the period from September 17, 1997 (inception) to September
30, 1997 and the nine months ended September 30, 1998, respectively, and
consists of interest income earned on restricted cash invested in U.S. Treasury
securities.
Net Cash (Used In) Provided By Investing Activities
The Company's investing activities used approximately $115.1 million for
the period from September 17, 1997 (inception) to September 30, 1997 and
provided approximately $1.7 million for the nine months ended September 30,
1998. Net cash used in investing activities for the period from September 17,
1997 (inception) to September 30, 1997 consists of the purchase of U.S. Treasury
Securities of approximately $92.9 million and the establishment of restricted
cash balances for cash dividends payable on the Redeemable Preferred Securities
of approximately $22.2 million. Net cash provided by investing activities for
the nine months ended September 30, 1998 consists of the purchase of the ICG
Preferred Stock for approximately $112.4 million, offset by the proceeds from
the sale of U.S. Treasury securities of approximately $108.3 million and the
decrease in restricted cash of approximately $5.8 million.
<PAGE>
13
Net Cash Provided By (Used In) Financing Activities
Financing activities provided approximately $115.0 million for the period
from September 17, 1997 (inception) to September 30, 1997 and used approximately
$3.3 million for the nine months ended September 30, 1998. Net cash provided by
financing activities for the period from September 17, 1997 (inception ) to
September 30, 1997 includes the net proceeds from the issuance of the Redeemable
Preferred Securities of approximately $111.6 million and advances from ICG of
approximately $3.5 million. Net cash used in financing activities for the nine
months ended September 30, 1998 includes the payments of cash dividends on the
Redeemable Preferred Securities of approximately $6.7 million, offset by the
proceeds from the sale of the contributed ICG Common Stock of $3.4 million. The
Company expects cash used by financing activities in future years to include
only payments of cash dividends on the Redeemable Preferred Securities.
Cash Commitments
The Redeemable Preferred Securities require payments of dividends to be
made in cash and are being paid currently through November 15, 2000. At
September 30, 1998, the Company has cash dividend obligations on the Redeemable
Preferred Securities of approximately $2.2 million remaining in 1998 and
approximately $8.9 million in each of 1999 and 2000. The Redeemable Preferred
Securities have a liquidation preference of $50 per security, plus accrued and
unpaid dividends, and are mandatorily redeemable in 2009. The Company's
management believes it has sufficient resources to meet these future cash
requirements.
Year 2000 Compliance
As a wholly owned subsidiary of ICG, the Company's Year 2000 compliance
plan is embedded within ICG's Year 2000 compliance plan for its consolidated
operations. It is not practicable for ICG to address the state of Year 2000
readiness, compliance costs, risks or contingency plans of the Company, or for
any other legal entity on a stand-alone basis, as ICG's plan was designed to
resolve Year 2000 compliance issues for all entities combined, which is the most
cost-effective manner. Moreover, as a result of the Company's and ICG's shared
management and administrative personnel and the Company's dependence upon the
successful operations of ICG in order that ICG's Board of Directors will
continue to declare and pay dividends on the ICG Preferred Stock, evaluating the
Company's plan for Year 2000 compliance on a stand-alone basis is not
meaningful. ICG is a Delaware corporation that files annual, quarterly and
current reports with the Securities and Exchange Commission. Its Commission File
Number is 1-11965.
<PAGE>
14
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective July 20, 1998, ICG, Sole Common Member and Manager of the
Company, caused the Company to declare a cash dividend in the amount of $0.47
per Redeemable Preferred Security to holders of record at the close of business
on August 1, 1998, which was paid on August 15, 1998.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(A) Exhibit.
(27) Financial Data Schedule.
27.1:Financial Data Schedule of ICG Funding, LLC for the Nine
Months Ended September 30, 1998.
(B) Reports on Form 8-K.
None.
<PAGE>
INDEX TO EXHIBITS
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<PAGE>
EXHIBIT
27.1:Financial Data Schedule of ICG Funding, LLC for the Nine Months Ended
September 30, 1998.
<PAGE>
EXHIBIT 27.1
Financial Data Schedule of ICG Funding, LLC
for the Nine Months Ended
September 30, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on November 13, 1998.
ICG Funding, LLC
By: ICG Communications, Inc.
Common Member and Manager
By: /s/ Harry R. Herbst
--------------------------------------------
Harry R. Herbst
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ICG FUNDING, LLC FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 18,889
<SECURITIES> 0<F1>
<RECEIVABLES> 0<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0<F1>
<CURRENT-ASSETS> 9,555
<PP&E> 0<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 135,535
<CURRENT-LIABILITIES> 1,116
<BONDS> 4,699
127,944
0<F1>
<COMMON> 0<F1>
<OTHER-SE> 1,776
<TOTAL-LIABILITY-AND-EQUITY> 135,535
<SALES> 0<F1>
<TOTAL-REVENUES> 0<F1>
<CGS> 0<F1>
<TOTAL-COSTS> 0<F1>
<OTHER-EXPENSES> 0<F1>
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> (5,886)
<INCOME-PRETAX> 5,886
<INCOME-TAX> 0<F1>
<INCOME-CONTINUING> 5,886
<DISCONTINUED> 0<F1>
<EXTRAORDINARY> 0<F1>
<CHANGES> 0<F1>
<NET-INCOME> 5,886
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>THIS VALUE IS NOT APPLICABLE.
</FN>
</TABLE>
