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 June 30, 1999
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 of organization)(I.R.S. Employer Identification No)
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 [X] No [ ]
All of the issued and outstanding common securities of ICG Funding, LLC are
owned by ICG Communications, Inc.
<PAGE>
TABLE OF CONTENTS
PART I ..................................................................... 3
ITEM 1. FINANCIAL STATEMENTS ......................................... 3
Balance Sheets as of December 31, 1998 and June 30, 1999
(unaudited)................................................. 3
Statements of Operations (unaudited) for the Three Months and
Six Months Ended June 30, 1998 and 1999 .................... 4
Statement of Member's Equity (unaudited) for the Six Months
Ended June 30, 1999 ........................................ 5
Statements of Cash Flows (unaudited) for the Six Months Ended
June 30, 1998 and 1999 ..................................... 6
Notes to Financial Statements, December 31, 1998 and June 30,
1999 (unaudited) ........................................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ... 13
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 REPORT ON FORM 8-K ............................... 14
Exhibit....................................................... 14
Report on Form 8-K ........................................... 14
2
<PAGE>
ICG FUNDING, LLC
Balance Sheets
December 31, 1998 and June 30, 1999 (unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
-------------------- ------------------
(in thousands)
Assets
Current assets:
<S> <C> <C>
Dividends receivable $ 875 900
Restricted cash 8,693 8,693
-------------------- ------------------
Total current assets 9,568 9,593
-------------------- ------------------
Investment in ICG Preferred Stock 117,507 121,031
Restricted cash 8,219 4,169
-------------------- ------------------
Total assets $ 135,294 134,793
==================== ==================
Liabilities and Member's 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 June 30, 1999) 128,042 128,233
Member's equity:
Additional paid-in capital 3,385 3,385
Accumulated deficit (1,948) (2,640)
-------------------- ------------------
Total member's equity 1,437 745
-------------------- ------------------
Commitments and contingencies
Total liabilities and member's equity $ 135,294 134,793
==================== ==================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ICG FUNDING, LLC
Statements of Operations (unaudited)
Three Months and Six Months Ended June 30, 1998 and 1999
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------------------ -------------------------------------
1998 1999 1998 1999
------------------ ----------------- ------------------ ------------------
(in thousands)
<S> <C> <C> <C> <C>
Interest income $ 312 193 1,368 414
Dividend income 1,685 1,788 2,522 3,550
------------------ ----------------- ------------------ ------------------
Net income 1,997 1,981 3,890 3,964
------------------ ----------------- ------------------ ------------------
Preferred dividends on redeemable preferred
securities, including accretion of offering
costs (2,329) (2,329) (4,656) (4,656)
------------------ ----------------- ------------------ ------------------
Net loss available to common member $ (332) (348) (766) (692)
================== ================= ================== ==================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
ICG FUNDING, LLC
Statement of Member's Equity (unaudited)
Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
Additional Accumulated Total member's
paid-in capital deficit equity
---------------- ------------------- ------------------
(in thousands)
<S> <C> <C> <C>
Balances at January 1, 1999 $ 3,385 (1,948) 1,437
Net income - 3,964 3,964
Preferred dividends on redeemable preferred
securities, including accretion of offering costs - (4,656) (4,656)
---------------- ------------------- ------------------
Balances at June 30, 1999 $ 3,385 (2,640) 745
================ =================== ==================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
ICG FUNDING, LLC
Statements of Cash Flows (unaudited)
Six Months Ended June 30, 1998 and 1999
<TABLE>
<CAPTION>
Six months ended
June 30,
--------------------------------------------
1998 1999
--------------------- ---------------------
(in thousands)
Cash flows from operating activities:
<S> <C> <C>
Net income $ 3,890 3,964
Adjustment to reconcile net income to net cash provided by operating
activities:
Non-cash preferred dividends earned on ICG Preferred Stock (2,522) (3,550)
------------------- -------------------
Net cash provided by operating activities 1,368 414
------------------- -------------------
Cash flows from investing activities:
Proceeds from sale of short-term investments available for sale 108,310 -
Purchase of ICG Preferred Stock (112,413) -
Decrease in restricted cash 3,814 4,050
------------------- -------------------
Net cash (used in) provided by investing activities (289) 4,050
------------------- -------------------
Cash flows from financing activities:
Proceeds from sale of ICG Common Stock 3,385 -
Payment of preferred dividends on redeemable preferred securities (4,464) (4,464)
------------------- -------------------
Net cash used in financing activities (1,079) (4,464)
------------------- -------------------
Cash and cash equivalents at December 31, 1998 and
June 30, 1999 $ - -
=================== ===================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
ICG FUNDING, LLC
Notes to Financial Statements
December 31, 1998 and June 30, 1999 (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; and (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").
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 for the year ended December
31, 1998, 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 periods presented. Such adjustments are of a normal
recurring nature. Operating results for the six months ended June
30, 1999 are not necessarily indicative of the results that may
be expected for the year ending December 31, 1999.
(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.
7
<PAGE>
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 six
months ended June 30, 1998 and 1999 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; and (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.
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 June 30, 1999 of $12.9 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, for at least
20 days of any consecutive 30-day trading period, 160% of the exchange price
prior to November 15, 1999, and 150% of the exchange price from November 16,
1999 through November 15, 2000. The Redeemable Preferred Securities are subject
to mandatory redemption on November 15, 2009.
8
<PAGE>
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 provides the components of the Company's net income and
net loss available to common member for each of the periods presented.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------------- -----------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
Statement of Operations Data:
<S> <C> <C> <C> <C>
Interest income $ 312 193 1,368 414
Dividend income 1,685 1,788 2,522 3,550
----------- ----------- ----------- -----------
Net income 1,997 1,981 3,890 3,964
----------- ----------- ----------- -----------
Preferred dividends on redeemable preferred
securities, including accretion of offering costs (2,329) (2,329) (4,656) (4,656)
----------- ----------- ----------- -----------
Net loss available to common member $ (332) (348) (766) (692)
=========== =========== =========== ===========
Other Data:
Net cash provided by operating activities $ 312 193 1,368 414
Net cash provided by (used in)investing activities 1,920 2,039 (289) 4,050
Net cash used in financing activities (2,232) (2,232) (1,079) (4,464)
</TABLE>
9
<PAGE>
Three Months Ended June 30, 1999 Compared To Three Months Ended June 30, 1998
Interest income. Interest income of $0.3 million and $0.2 million for the
three months ended June 30, 1998 and 1999, respectively, consists of income
earned on invested cash proceeds from the issuance of the Redeemable Preferred
Securities in September and October 1997. Interest income has decreased and will
continue to decrease each period through November 15, 2000 as restricted cash
balances invested in U.S. Treasury securities decrease due to quarterly cash
dividend payments on the Redeemable Preferred Securities. On November 15, 2000,
the Company's restricted cash balances will be depleted.
Dividend income. Dividend income of $1.7 million and $1.8 million for the
three months ended June 30, 1998 and 1999, respectively, consists of preferred
dividends earned on the ICG Preferred Stock, which dividends were paid with
additional shares of ICG Preferred Stock. The ICG Preferred Stock was initially
purchased by the Company on February 13, 1998. Dividend income has increased and
will continue to increase as the Company receives additional shares of ICG
Preferred Stock as dividend payments on the ICG Preferred Stock.
Net income. The Company's net income of $2.0 million for both the three
months ended June 30, 1998 and 1999 consists of interest income 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 for both the three months
ended June 30, 1998 and 1999 and includes approximately $2.2 million of
preferred security dividends paid and accrued during both periods, and the
accretion of offering costs from the private placement of the Redeemable
Preferred Securities of approximately $0.1 million for both periods.
Net loss available to common member. Net loss available to common member of
$0.3 million for both the three months ended June 30, 1998 and 1999 is a result
of preferred dividends on redeemable preferred securities, offset by net income,
as noted above.
Six Months Ended June 30, 1999 Compared To Six Months Ended June 30, 1998
Interest income. Interest income of $1.4 million and $0.4 million for the
six months ended June 30, 1998 and 1999, respectively, consists of income earned
on invested cash proceeds from the issuance of the Redeemable Preferred
Securities in September and October 1997. Interest income has decreased and will
continue to decrease each period through November 15, 2000 as restricted cash
balances invested in U.S. Treasury securities decrease due to quarterly cash
dividend payments on the Redeemable Preferred Securities.
Dividend income. Dividend income of $2.5 million and $3.6 million for the
six months ended June 30, 1998 and 1999, respectively, consists of preferred
dividends earned on the ICG Preferred Stock, which dividends were paid with
additional shares of ICG Preferred Stock. Dividend income has increased and will
continue to increase as the Company receives additional shares of ICG Preferred
Stock as dividend payments on the ICG Preferred Stock.
Net income. The Company's net income of $3.9 million and $4.0 million for
the six months ended June 30, 1998 and 1999, respectively, consists of interest
income and dividend income, as noted above.
10
<PAGE>
Preferred dividends on redeemable preferred securities, including accretion
of offering costs. Preferred dividends on redeemable preferred securities,
including accretion of offering costs was $4.7 million for both the six months
ended June 30, 1998 and 1999, and includes approximately $4.4 million of
preferred security dividends paid and accrued during both periods and the
accretion of offering costs from the private placement of the Redeemable
Preferred Securities of approximately $0.3 million for both periods.
Net loss available to common member. Net loss available to common member of
$0.8 million and $0.7 million for the six months ended June 30, 1998 and 1999,
respectively, is a result of preferred dividends on redeemable preferred
securities, offset by net 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 June 30,
1999, the Company has assets of approximately $134.8 million which consist of
the Company's investment in ICG Preferred Stock of approximately $121.0 million,
restricted cash invested in U.S. Treasury securities of approximately $12.9
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 $0.9 million. The Company's
liabilities at June 30, 1999 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 in order to pay dividends on, and the redemption price
of, the Redeemable Preferred Securities. 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 $1.4 million
and $0.4 million for the six months ended June 30, 1998 and 1999, 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 $0.3 million for the
six months ended June 30, 1998 and provided approximately $4.1 million for the
six months ended June 30, 1999. Net cash used in investing activities for the
six months ended June 30, 1998 consists of the purchase of the ICG Preferred
11
<PAGE>
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 $3.8 million. Cash provided by investing
activities for the six months ended June 30, 1999 consists of the decrease in
restricted cash of approximately $4.1 million.
Net Cash Used In Financing Activities
Financing activities used approximately $1.1 million and $4.5 million for
the six months ended June 30, 1998 and 1999, respectively. Net cash used in
financing activities for the six months ended June 30, 1998 consists of the
proceeds from the sale of the contributed ICG Common Stock of $3.4 million,
offset by payments of cash dividends on the Redeemable Preferred Securities of
approximately $4.5 million. Cash used in financing activities for the six months
ended June 30, 1999 consists of payments of cash dividends on the Redeemable
Preferred Securities of approximately $4.5 million. The Company expects cash
used in financing activities in future periods to include only payments of cash
dividends on, and the redemption price of, 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 June 30,
1999, the Company has cash dividend obligations on the Redeemable Preferred
Securities of approximately $4.5 million remaining in 1999 and approximately
$8.9 million in 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.
12
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's restricted cash balances are invested in fixed income U.S.
Treasury securities with staggered maturities matching the dividend payment
dates of the Redeemable Preferred Securities. Accordingly, changes in market
interest rates have no effect on the Company's liquidity, financial condition or
results of operations.
At June 30, 1999, the Company had $121.0 million of ICG Preferred Stock,
which is exchangeable into shares of ICG Common Stock, at an exchange rate based
on the exchange rate of the Redeemable Preferred Securities. There exists no
established public trading market for the ICG Preferred Stock. The risk of
changes in the fair market value of the underlying ICG Common Stock, which is
listed and trades on the Nasdaq National Market, is eliminated by the adjustable
rate of exchange of shares of ICG Preferred Stock. The ICG Preferred Stock pays
dividends in cash or additional shares of ICG Preferred Stock sufficient to meet
the dividend requirements on the Redeemable Preferred Securities. Although
changes in the fair market value of ICG Common Stock have no effect on the
Company's financial condition or results of operations, such changes may
influence the Company's decision to redeem the Redeemable Preferred Securities
or a Redeemable Preferred Security holder's decision to exchange those
securities for ICG Common Stock.
13
<PAGE>
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 May 6, 1999, 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 May 6, 1999, which was paid on May 17, 1999.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBIT AND REPORT ON FORM 8-K
(A) Exhibit.
(27) Financial Data Schedule.
27.1: Financial Data Schedule of ICG Funding, LLC
for the Six Months Ended June 30, 1999.
(B) Report on Form 8-K.
(i) Current Report on Form 8-K dated April 30, 1999,
regarding the announcement of earnings information
and results of operations for the quarter ended March
31, 1999 of ICG Communications, Inc.
14
<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 Six Months Ended
June 30, 1999.
<PAGE>
EXHIBIT 27.1
Financial Data Schedule of ICG Funding, LLC for the Six Months Ended June 30,
1999.
<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 July 19, 1999.
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 SIX MONTHS ENDED JUNE 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 12,862
<SECURITIES> 0 <F1>
<RECEIVABLES> 0 <F1>
<ALLOWANCES> 0 <F1>
<INVENTORY> 0 <F1>
<CURRENT-ASSETS> 9,593
<PP&E> 0 <F1>
<DEPRECIATION> 0 <F1>
<TOTAL-ASSETS> 134,793
<CURRENT-LIABILITIES> 1,116
<BONDS> 4,699
128,233
0 <F1>
<COMMON> 0 <F1>
<OTHER-SE> 745
<TOTAL-LIABILITY-AND-EQUITY> 134,793
<SALES> 0 <F1>
<TOTAL-REVENUES> 0 <F1>
<CGS> 0 <F1>
<TOTAL-COSTS> 0 <F1>
<OTHER-EXPENSES> 0 <F1>
<LOSS-PROVISION> 0 <F1>
<INTEREST-EXPENSE> (414)
<INCOME-PRETAX> 3,964
<INCOME-TAX> 0 <F1>
<INCOME-CONTINUING> 3,964
<DISCONTINUED> 0 <F1>
<EXTRAORDINARY> 0 <F1>
<CHANGES> 0 <F1>
<NET-INCOME> 3,964
<EPS-BASIC> 0 <F1>
<EPS-DILUTED> 0 <F1>
</TABLE>
