ICG HOLDINGS CANADA CO /CO/
8-K, 1999-04-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                 ____________________

                                       FORM 8-K

                                    CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported)       April 30,
                                                          ----------------
          1999 (April 28, 1999)     
          --------------------------

                               ICG COMMUNICATIONS, INC.
          ----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                     Delaware           1-11965        84-1342022
          ----------------------------------------------------------------
          (State of Incorporation)    (Commission    (IRS Employer 
                                      File Number)   Identification No.)  

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

                             ICG HOLDINGS (CANADA) CO.
          ----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                   Canada            1-11052       Not Applicable
          -----------------------------------------------------------------
          (State of Incorporation) (Commission    (IRS Employer
                                   File Number)   Identification No.)

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

                                  ICG HOLDINGS, INC.
          -----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                  Colorado           33-96540             84-1158866
          -----------------------------------------------------------------
          (State of Incorporation) (Commission         (IRS Employer
                                   File Number)        Identification No.)

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

                                   ICG FUNDING, LLC
          -----------------------------------------------------------------
                  (Exact name of registrant as specified in charter)

                   Delaware         333-40495         84-1434980
          -----------------------------------------------------------------
          (State of Incorporation) (Commission     (IRS Employer 
                                   File Number)   Identification No.)

                 161 Inverness Drive West, Englewood, Colorado 80112
                 ---------------------------------------------------
                       (Address of principal executive offices)

          Registrants' telephone numbers, including area codes  (888) 424-
                                                                ----------
          1144 and (303) 414-5000
          -----------------------

          <PAGE>


          ITEM 5.   OTHER EVENTS.
          ------    ------------

                    In a press release dated April 28, 1999, ICG
          Communications, Inc., a Delaware corporation (the "Corporation"),
          announced its earnings information and results of operations for
          the Corporation's 1999 first quarter.  A copy of the press
          release is attached.

          ITEM 7.   Exhibits.
          ------    --------

                    (c)  Exhibits
                         --------

                         99.1 Press Release, dated April 28, 1999.


          <PAGE>

                                      SIGNATURES

                    Pursuant to the requirements of the Securities Exchange
          Act of 1934, the Registrants have duly caused this report to be
          signed on their behalf by the undersigned hereunto duly
          authorized.


          Dated: April 29, 1999              ICG COMMUNICATIONS, INC.


                                             By:/s/ H. Don Teague             
                                                ---------------------------
                                                H. Don Teague
                                                Executive Vice President,
                                                 General Counsel and Secretary


                                             ICG HOLDINGS (CANADA) CO.


                                             By: /s/ H. Don Teague            
                                                ---------------------------
                                                H. Don Teague
                                                Executive Vice President,
                                                 General Counsel and Secretary


                                             ICG HOLDINGS, INC.


                                             By: /s/ H. Don Teague           
                                                --------------------------
                                                H. Don Teague
                                                Executive Vice President,
                                                 General Counsel and Secretary


                                             ICG FUNDING, LLC


                                             By: /s/ H. Don Teague           
                                                ---------------------------
                                                H. Don Teague
                                                Executive Vice President,
                                                 General Counsel and Secretary

          <PAGE>


                                       EXHIBIT INDEX
                                       --------------

        Exhibits      Description
        --------      -----------

          99.1        Press Release, dated April 28, 1999.


    



                                                       EXHIBIT 99.1

[GRAPHIC OMITTED]

    FOR IMMEDIATE RELEASE 
    For more information, contact:
    MEDIA CONTACT:                             INVESTOR CONTACT:
    Mark Stutz                                 Steve Smith
    (303) 414-5529                             (303) 414-5350
    [email protected]                     [email protected]
    ----------------------                     -------------------------------




          ICG COMMUNICATIONS, INC. REPORTS RECORD $10.5 MILLION EBITDA
                            FOR FIRST QUARTER OF 1999

                          Total Revenue Grew 64 Percent
                               64,128 Lines Added

ENGLEWOOD,  CO.  (APRIL 28,  1999) - ICG  Communications,  Inc.  (Nasdaq:  ICGX)
("ICG") today announced strong first quarter results. For the three months ended
March 31,  1999,  the  company's  total  consolidated  EBITDA  (earnings  before
interest, taxes,  depreciation and amortization,  and non-recurring charges) was
$10.5  million,  compared  to  a  deficit  of  $25.0  million  reported  in  the
corresponding  period in 1998.  ICG's total  consolidated  revenue for the first
quarter of 1999 grew 64 percent to $129.5  million,  compared  to $78.9  million
last year.  During the first three months of 1999, ICG installed  64,128 net new
access lines,  of which 98.5 percent were  on-switch,  and ended the period with
418,610 total lines in service.

"ICG  finished the first  quarter of 1999 very strong,  both  operationally  and
financially," said J. Shelby Bryan, ICG's president and chief executive officer.
"More  importantly,  we are positioned for accelerated  sequential growth due to
the  continued  strength in our  traditional  CLEC business and the earlier than
expected contribution of our ISP network services business."

ICG's  business  strategy  is to  provide  high-quality  local,  long  distance,
enhanced  telephony  and data services to small and  medium-sized  businesses in
California,  Colorado, Ohio, Texas, and parts of the southeastern United States.
The company  also  provides  high-speed  network  services  to Internet  service
providers  (ISPs) using its nationwide  data network with 236 points of presence
(POPs).


<PAGE>

                                              ICS Press Release, 4/28/99, page 2



REVENUE COMPONENTS:

ICG's Telecom services ("Telecom") revenue grew 78 percent to $104.3 million for
the three months ended March 31, 1999, compared to $58.5 million recorded during
the corresponding period in 1998. Telecom's local services revenue for the three
months ended March 31, 1999 was $67.4 million,  an increase of $43.1 million, or
178 percent,  compared to the same period in 1998.  Growth in local  revenue was
primarily attributed to the increase in access lines.

Telecom's special access service (dedicated transport) revenue was $22.6 million
for the quarter  ended March 31, 1999,  an increase of 40 percent over the first
quarter  last year.  Long  distance  revenue  for the  current  quarter was $5.1
million,  compared to $3.9  million for the first  quarter  last year.  Switched
terminating access  (terminating long distance) revenue was $9.2 million for the
three months ended March 31, 1999, compared to $14.2 million for the same period
in 1998. This decrease, as expected, was the result of the company's initiatives
to raise prices.


         TELECOM SERVICES REVENUE COMPONENTS
           ($ IN MILLIONS)

- -------------------------------------------------------------------------------
THREE MONTHS ENDED                               ANNUAL             SEQUENTIAL
                          3/31/99    3/31/98    % CHANGE   12/31/98  % CHANGE
- -------------------------------------------------------------------------------
LOCAL SERVICES              $67.4       24.3      178%        $60.5     11%

LONG DISTANCE                 5.1        3.9      32%           5.1     n/a

SPECIAL ACCESS               22.6       16.1      40%          20.6     10%

SWITCHED TERMINATION          9.2       14.2     (35%)         11.8    (22%)

- -------------------------------------------------------------------------------
TOTAL TELECOM REV.          104.3       58.5      78%          98.0      6%

- -------------------------------------------------------------------------------


ICG's Network services  generated $13.5 million of revenue for the first quarter
of 1999, an 18 percent increase, or a $2.1 million improvement,  compared to the
corresponding  quarter in 1998. The company's  Satellite  services  business had
revenue of $11.7  million for the quarter  ended  March 31,  1999,  a 31 percent
increase compared to $8.9 million a year ago.


<PAGE>

                                              ICS Press Release, 4/28/99, page 3




IMPROVING CORE TELECOM OPERATING MARGINS:

Telecom  services'  gross  operating  margins  improved to $50.7 million for the
first quarter (49% of Telecom  revenue),  compared to $12.8 million  reported in
1998. The improvement in gross operating margin was attributable to increases in
higher margin revenue and better network utilization.


   TELECOM SERVICES' GROSS OPERATING MARGINS:
   ($ in millions)

- -------------------------------------------------------------------------------
   THREE MONTHS ENDED       3/31/99    12/31/98    9/30/98  6/30/98  3/31/98
                         ------------------------------------------------------
   Revenue                 $104.3        98.0        82.6    64.2     58.5
                         ------------------------------------------------------
   Operating costs          (53.6)      (50.1)      (48.1)   43.3)   (45.7)
                         ------------------------------------------------------
    Gross margin             50.7        47.9        34.5    20.9     12.8
                         ------------------------------------------------------
        % of revenue           49%         49%         42%     33%      22%
- -------------------------------------------------------------------------------


TOTAL OPERATING COSTS AND SG&A:

Total operating costs for the quarter ended March 31, 1999 were $70.2 million, a
14 percent  increase  compared to $61.5 million  recorded for the  corresponding
quarter last year.  ICG's gross operating  margin (revenue less operating costs)
for the  current  quarter  was $59.3  million,  or 46 percent  of total  revenue
compared to a gross operating margin of $17.4 million, or 22 percent of revenue,
for the first quarter of 1998.

Selling, general and administrative ("SG&A") expenses for the three months ended
March 31,  1999 were $48.9  million,  a 16 percent  increase  compared  to $42.3
million recorded for the same  three-month  period in 1998. SG&A as a percentage
of total revenue was 38 percent for the first quarter of this year,  compared to
54 percent last year.

NET INCOME (LOSS):

Depreciation  and  amortization  for the three  months  ended March 31, 1999 was
$39.0 million,  up $25.4 million compared to last year. This increase was due to
an increase in depreciable  assets and goodwill.  Interest expense for the three
months ended March 31, 1999 was $47.4 million,  while  interest  income was $4.1
million.

<PAGE>

                                              ICS Press Release, 4/28/99, page 4



During the first  quarter of this year ICG  disposed of its Netcom  domestic and
international  operations and posted an  extraordinary  gain of $193.0  million.
Total proceeds from this disposition were approximately $286.1 million.

Net  income  for the three  months  ended  March 31,  1999 was  $106.7  million,
compared to a net loss of $101.8 million recorded for the corresponding  quarter
in 1998.  Loss from  continuing  operations for the three months ended March 31,
1999 was $86.3 million,  compared to a loss from continuing  operations of $81.6
million  recorded for the first  quarter  last year.  Earnings per share for the
quarter ended March 31, 1999 was $2.29, compared to a loss of $2.30 recorded for
the corresponding quarter in 1998. Loss per share from continuing operations for
the quarter  ended March 31, 1999 was $1.85  compared to a loss of $1.84 for the
corresponding quarter in 1998.

RESOURCES AND CAPITAL EXPENDITURES:

ICG had $369.0 million in cash, cash  equivalents and short-term  investments at
March 31, 1999. The company's  capital  expenditures for the quarter ended March
31, 1999 were $105.7 million.

OPERATIONS:

At March 31, 1999 ICG had 4,351  operational fiber route miles (with another 533
miles under construction),  compared to 3,194 route miles at March 31, 1998. The
company increased its buildings  connected 56 percent,  reaching 6,126 buildings
at the end of the current  quarter,  compared to 3,931  buildings  connected  on
March 31, 1998.

ICG had 46  switches at the end of the first  quarter in 1999,  of which 29 were
voice switches and 17 were data switches. This compares to 35 switches (20 voice
and 15 data) at the end of March last year.

<PAGE>

                                              ICS Press Release, 4/28/99, page 5



ABOUT ICG COMMUNICATIONS:

With headquarters in Englewood,  Colo., ICG Communications,  Inc. (NASDAQ: ICGX)
is  a  competitive  telecommunications  provider  of  high-quality,   integrated
communications  solutions.  ICG offers local, long distance,  enhanced telephony
and data  communications  to small and  medium-sized  businesses in  California,
Colorado,  Ohio,  Texas and the  southeastern  United  States.  The Company also
provides  high-speed data network  capabilities and services to Internet service
providers  throughout the U.S.,  using ICG's nationwide  network.  Through other
subsidiary  operations,  ICG designs and  installs  copper,  fiber and  wireless
infrastructure for buildings and campuses;  and offers  international  satellite
voice and data services. At March 31, 1999 ICG had 2,665 full time employees.


                                            ###



INFORMATION AND STATEMENTS CONTAINED IN THIS PRESS RELEASE CONTAIN, EXPRESSED OR
IMPLIED, FORWARD-LOOKING DISCLOSURES THAT ARE BASED ON THE BELIEFS OF MANAGEMENT
AS  WELL AS  ASSUMPTIONS  MADE  BASED  ON  INFORMATION  CURRENTLY  AVAILABLE  TO
MANAGEMENT.  THESE FORWARD-LOOKING  STATEMENTS AND INFORMATION INVOLVE RISKS AND
UNCERTAINTY,  INCLUDING,  BUT NOT LIMITED TO,  FUTURE  DEMAND FOR THE  COMPANY'S
SERVICES, GENERAL ECONOMIC CONDITIONS,  GOVERNMENT REGULATIONS,  COMPETITION AND
CUSTOMER STRATEGIES,  CAPITAL DEPLOYMENT, THE IMPACT OF PRICING, AND OTHER RISKS
AND  UNCERTAINTIES.  SHOULD ONE OR MORE OF THESE  RISKS  MATERIALIZE,  OR SHOULD
UNDERLYING ASSUMPTIONS PROVE INCORRECT,  ACTUAL RESULTS MAY VARY MATERIALLY FROM
THOSE DESCRIBED HEREIN AS ANTICIPATED,  BELIEVED,  ESTIMATED OR EXPECTED.  THESE
RISKS ARE DETAILED  FROM TIME TO TIME IN VARIOUS  REPORTS  FILED BY ICG WITH THE
SEC,  INCLUDING  FORM 10-K FILED FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND
FORM 10-Q TO BE FILED FOR THE QUARTER ENDED MARCH 31, 1999.




Attachments:      Key Operating Statistics

                  Consolidated Statements of Operations

                  Consolidated Balance Sheet








[GRAPHIC OMITTED]


<PAGE>

                                              ICS Press Release, 4/28/99, page 6



<TABLE>
<CAPTION>

KEY OPERATING STATISTICS
<S>                                     <C>          <C>            <C>            <C>  

==========================================================================================
                          AS OF,       MARCH 31,      DEC. 31,      SEPT. 30,     JUNE 30,   
TELECOM SERVICES                         1999           1998          1998          1998     
==========================================================================================

ACCESS LINES IN SERVICE                418,610        354,482       290,983       237,458 
- ------------------------------------------------------------------------------------------
FIBER ROUTE MILES
   Operational                           4,351          4,255         3,995         3,812 

   Under construction                      533             --            --            -- 

- ------------------------------------------------------------------------------------------
FIBER STRAND MILES
   Operational                         155,788        134,152       127,756       124,642 

   Under construction                   15,863             --            --            -- 

- ------------------------------------------------------------------------------------------
BUILDINGS CONNECTED
  On network                               789            777           684           665 

  Hybrid                                 5,337          4,620         4,217         3,733 

     Total buildings connected           6,126          5,397         4,901         4,398 

- ------------------------------------------------------------------------------------------
SWITCHES

   Voice                                    29             29            21            20 

   Data                                     17             16            15            15 

                                  --------------------------------------------------------
     Total switches                         46             45            36            35 

- ------------------------------------------------------------------------------------------
COLLOCATIONS WITH ILECS                    111             59            47            45 

- ------------------------------------------------------------------------------------------

SATELLITE SERVICES
- ------------------------------------------------------------------------------------------
C-BAND INSTALLATIONS                        78             76            69            66

</TABLE>


KEY OPERATING STATISTICS

=================================================================
                          AS OF,      MARCH 31,       DEC. 31,
TELECOM SERVICES                         1998           1997
=================================================================
ACCESS LINES IN SERVICE                   186,156        141,035
- -----------------------------------------------------------------
FIBER ROUTE MILES                                   
   Operational                              3,194          3,043
                                                    
   Under construction                          --             --

- -----------------------------------------------------------------
FIBER STRAND MILES                                  
   Operational                            118,074        111,435
                                                    
   Under construction                          --             --
                                                    
- -----------------------------------------------------------------
BUILDINGS CONNECTED                                 
  On network                                  637            626
                                                    
  Hybrid                                    3,294          2,527
                                                    
     Total buildings connected              3,931          3,153

- -----------------------------------------------------------------
SWITCHES                                            
                                                    
   Voice                                       20             19
                                                    
   Data                                        15             15
                                                    
                                     ----------------------------
     Total switches                            35             34
- -----------------------------------------------------------------
COLLOCATIONS WITH ILECS                        35             32

- -----------------------------------------------------------------

SATELLITE SERVICES                                  
- -----------------------------------------------------------------
C-BAND INSTALLATIONS                           59             57
- -----------------------------------------------------------------


<PAGE>
                                                    
                                              ICG Press Release, 4/28/99, Page 7

ICG
COMMUNICATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
($ in thousands except per share data)

<TABLE>
<CAPTION>
                                                  Year-over-year comparison              
                                                  -------------------------              
                                                     Three months ended,                 
                                                  -------------------------
Revenue                                             3/31/99        3/31/98    % Change
                                                  ------------ ------------   ----------
<S>                                                  <C>            <C>           <C>    
   Telecom services
       Local services                                $ 67,399       24,277        178% 
       Long distance                                    5,131        3,883         32% 
       Special access                                  22,562       16,127         40% 
       Switched terminating access                      9,239       14,200        (35%)
                                                  ------------ ------------            
   Total Telecom services                             104,331       58,487         78% 
   Network services (FOTI)                             13,500       11,431         18% 
   Satellite services                                  11,688        8,949         31% 
                                                  ------------ ------------            
     TOTAL REVENUE                                    129,519       78,867         64% 

Operating costs
   Telecom services                                   (53,649)     (45,658)        18% 
   Network services (FOTI)                            (10,303)     (10,865)        (5%)
   Satellite services                                  (6,224)      (4,992)        25% 
                                                  ------------ ------------            
     Total operating costs                            (70,176)     (61,515)        14% 

Selling, general and administrative                   (48,893)     (42,326)        16% 
                                                  ------------ ------------            
     EBITDA (before nonrecurring charges)              10,450      (24,974)      (142%)

Depreciation and amortization                         (39,031)     (13,603)       187% 
Net gain (loss) on disposal of
   long-lived assets                                      908         (505)      (280%)
Provision for impairment of long-lived assets               -            -         NA  
                                                  ------------ ------------            
     Operating loss                                   (27,673)     (39,082)       (29%)

Interest expense                                      (47,441)     (34,471)        38% 
Interest income                                         4,105        5,502        (25%)
Other, net                                               (504)        (321)        57% 
                                                  ------------ ------------            
Loss before income taxes, preferred
   dividends and extraordinary gain                   (71,513)     (68,372)         5% 

Income tax expense                                          -            -         NA  
Preferred dividends on preferred securities
   of subsidiaries, net of minority interest          (14,804)     (13,192)        12% 
                                                  ------------ ------------            
Loss from continuing operations
   before extraordinary gain                          (86,317)     (81,564)         6% 

Discontinued operations
   Loss from discontinued operations                        -      (20,191)      (100%)
   Loss on disposal of discontinued
     operations                                             -            -         NA  
                                                  ------------ ------------            
Loss before extraordinary gain                        (86,317)    (101,755)       (15%)

Extraordinary gain on sales of operations
   of NETCOM, net of income taxes                     193,029            -         NA  
                                                  ------------ ------------            
Net income (loss)                                   $ 106,712     (101,755)       205% 
                                                  ============ ============            

Earnings (loss) per share - basic and diluted:
   Loss from continuing operations                      (1.85)       (1.84)        (1%)
   Loss from discontinued operations                      -          (0.46)       100% 
   Extraordinary gain                                    4.14         -            NA  
                                                  ------------ ------------            
   Earnings (loss) per share                             2.29        (2.30)       200% 
                                                  ============ ============            
Weighted average number
   of shares outstanding                               46,538       44,311             
                                                  ============ ============            


<CAPTION>
                                                     Sequential comparison
                                                   --------------------------
                                                      Three months ended,
                                                   ---------------------------
Revenue                                               3/31/99      12/31/98     % Change
                                                   ------------  ------------  ---------
<S>                                                   <C>             <C>            <C>
   Telecom services
       Local services                                 $ 67,399        60,457         11%
       Long distance                                     5,131         5,160         (1%)
       Special access                                   22,562        20,606          9%
       Switched terminating access                       9,239        11,825        (22%)
                                                   ------------ -------------
   Total Telecom services                              104,331        98,048          6%
   Network services (FOTI)                              13,500        13,111          3%
   Satellite services                                   11,688        10,469         12%
                                                   ------------ -------------
     TOTAL REVENUE                                     129,519       121,628          6%

Operating costs
   Telecom services                                    (53,649)      (50,147)         7%
   Network services (FOTI)                             (10,303)      (11,689)       (12%)
   Satellite services                                   (6,224)       (4,889)        27%
                                                   ------------ -------------
     Total operating costs                             (70,176)      (66,725)         5%

Selling, general and administrative                    (48,893)      (50,766)        (4%)
                                                   ------------ -------------
     EBITDA (before nonrecurring charges)               10,450         4,137        153%

Depreciation and amortization                          (39,031)      (40,224)        (3%)
Net gain (loss) on disposal of
   long-lived assets                                       908        (4,371)      (121%)
Provision for impairment of long-lived assets                -        (1,786)      (100%)
                                                   ------------ -------------
     Operating loss                                    (27,673)      (42,244)       (34%)

Interest expense                                       (47,441)      (48,153)        (1%)
Interest income                                          4,105         6,226        (34%)
Other, net                                                (504)         (624)       (19%)
                                                   ------------ -------------
Loss before income taxes, preferred
   dividends and extraordinary gain                    (71,513)      (84,795)       (16%)

Income tax expense                                           -           (45)      (100%)
Preferred dividends on preferred securities
   of subsidiaries, net of minority interest           (14,804)      (14,409)         3%
                                                   ------------ -------------
Loss from continuing operations
   before extraordinary gain                           (86,317)      (99,249)       (13%)

Discontinued operations
   Loss from discontinued operations                         -       (18,965)      (100%)
   Loss on disposal of discontinued
     operations                                              -          (576)      (100%)
                                                   ------------ -------------
Loss before extraordinary gain                         (86,317)     (118,790)       (27%)

Extraordinary gain on sales of operations
   of NETCOM, net of income taxes                      193,029             -         NA
                                                   ------------ -------------
Net income (loss)                                    $ 106,712      (118,790)       190%
                                                   ============ =============

Earnings (loss) per share - basic and diluted:
   Loss from continuing operations                       (1.85)        (2.16)        14%
   Loss from discontinued operations                       -           (0.42)       100%
   Extraordinary gain                                     4.14           -           NA
                                                   ------------ -------------
   Earnings (loss) per share                              2.29         (2.58)       189%
                                                   ============ =============
Weighted average number
   of shares outstanding                                46,538        46,010
                                                   ============ =============
</TABLE>

<PAGE>

                                              ICG Press Release, 4/28/99, Page 8

ICG
COMMUNICATIONS

    CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
   ($ in thousands except per share data)

<TABLE>
<CAPTION>
                                                                                 
                                                        Three months ended, 
                                               ----------------------------------
Revenue                                         3/31/99     12/31/98    9/30/98  
                                               -----------  ---------- ----------
<S>                                              <C>           <C>        <C>    
   Telecom services
       Local services                            $ 67,399      60,457     46,171 
       Long distance                                5,131       5,160      4,572 
       Special access                              22,562      20,606     20,213 
       Switched terminating access                  9,239      11,825     11,611 
                                               -----------  ---------- ----------
   Total Telecom services                         104,331      98,048     82,567 
   Network services (FOTI)                         13,500      13,111     14,550 
   Satellite services                              11,688      10,469      9,350 
                                               -----------  ---------- ----------
     TOTAL REVENUE                                129,519     121,628    106,467 

Operating costs
   Telecom services                               (53,649)    (50,147)   (48,145)
   Network services (FOTI)                        (10,303)    (11,689)   (12,177)
   Satellite services                              (6,224)     (4,889)    (4,358)
                                               -----------  ---------- ----------
     Total operating costs                        (70,176)    (66,725)   (64,680)

Selling, general and administrative               (48,893)    (50,766)   (45,435)
                                               -----------  ---------- ----------
     EBITDA                                        10,450       4,137     (3,648)

Depreciation and amortization                     (39,031)    (40,224)   (24,883)
Net gain (loss) on disposal of
   long-lived assets                                  908      (4,371)       814 
Restructuring costs                                     -      (1,786)         - 
                                               -----------  ---------- ----------
     Operating loss                               (27,673)    (42,244)   (27,717)

Interest expense                                  (47,441)    (48,153)   (45,982)
Interest income                                     4,105       6,226      8,196 
Other, net                                           (504)       (624)      (547)
                                               -----------  ---------- ----------
Loss before income taxes, preferred
   dividends and extraordinary gain               (71,513)    (84,795)   (66,050)

Income tax expense                                      -         (45)       (45)
Preferred dividends on preferred securities
   of subsidiaries, net of minority interest      (14,804)    (14,409)   (13,987)

                                               -----------  ---------- ----------
Loss from continuing operations
   before extraordinary gain                      (86,317)    (99,249)   (80,082)

Loss from discontinued operations                       -     (18,965)   (15,381)
Loss on disposal of discontinued
   operations                                           -        (576)    (1,201)

                                               -----------  ---------- ----------
Loss before extraordinary gain                    (86,317)   (118,790)   (96,664)

Extraordinary gain on sales of operations
   of NETCOM, net of income taxes                 193,029           -          - 
                                               -----------  ---------- ----------
Net income (loss)                               $ 106,712    (118,790)   (96,664)
                                               ===========  ========== ==========

Earnings (loss) per share - basic and diluted:
   Loss from continuing operations                  (1.85)      (2.16)     (1.76)
   Loss from discontinued operations                    -       (0.42)     (0.36)
   Extraordinary gain                                4.14           -          - 
                                               -----------  ---------- ----------
   Earnings (loss) per share                         2.29       (2.58)     (2.12)
                                               ===========  ========== ==========

Weighted average number
   of shares outstanding                           46,538      46,010     45,588 
                                               ===========  ========== ==========


<CAPTION>
                                                            Trailing 12
                                                            months ended
                                              --------------
Revenue                                         6/30/98       3/31/99
                                               -----------  ------------
<S>                                                <C>        <C>      
   Telecom services
       Local services                              30,328     $ 204,355
       Long distance                                4,940        19,803
       Special access                              17,543        80,924
       Switched terminating access                 11,404        44,079
                                               -----------  ------------
   Total Telecom services                          64,215       349,161
   Network services (FOTI)                         14,759        55,920
   Satellite services                              11,683        43,190
                                               -----------  ------------
     Total revenue                                 90,657       448,271

Operating costs
   Telecom services                               (43,310)     (195,251)
   Network services (FOTI)                        (12,590)      (46,759)
   Satellite services                              (5,869)      (21,340)
                                               -----------  ------------
     Total operating costs                        (61,769)     (263,350)

Selling, general and administrative               (45,156)     (190,250)
                                               -----------  ------------
     EBITDA                                       (16,268)       (5,329)

Depreciation and amortization                     (22,835)     (126,973)
Net gain (loss) on disposal of
   long-lived assets                                    7        (2,642)
Restructuring costs                                  (553)       (2,339)
                                               -----------  ------------
     Operating loss                               (39,649)     (137,283)

Interest expense                                  (41,521)     (183,097)
Interest income                                     8,490        27,017
Other, net                                         (3,160)       (4,835)
                                               -----------  ------------
Loss before income taxes, preferred
   dividends and extraordinary gain               (75,840)     (298,198)

Income tax expense                                      -           (90)
Preferred dividends on preferred securities
   of subsidiaries, net of minority interest      (13,595)      (56,795)

                                               -----------  ------------
Loss from continuing operations
   before extraordinary gain                      (89,435)     (355,083)

Loss from discontinued operations                 (11,401)      (65,938)
Loss on disposal of discontinued
   operations                                           -        (1,777)

                                               -----------  ------------
Loss before extraordinary gain                   (100,836)     (402,607)

Extraordinary gain on sales of operations
   of NETCOM, net of income taxes                       -       193,029

                                               -----------  ------------
Net income (loss)                                (100,836)     (209,578)
                                               ===========  ============

Earnings (loss) per share - basic and diluted:
   Loss from continuing operations                  (1.99)
   Loss from discontinued operations                (0.26)
   Extraordinary gain                                   -
                                               -----------
   Earnings (loss) per share                        (2.25)
                                               ===========

Weighted average number
   of shares outstanding                           44,865
                                               ===========
</TABLE>

<PAGE>

                                              ICG Press Release, 4/28/99, Page 9

ICG
COMMUNICATIONS

     CONSOLIDATED BALANCE SHEETS (unaudited)
     ($ in thousands)


                                                                 MARCH 31,     
ASSETS:                                                            1999        
- -------                                                      ------------------
     Cash, cash equivalents and short-term investments             $   368,975 
     Receivables, net                                                  197,702 
     Property and equipment, net                                     1,067,167 
     Other assets, net                                                 243,415 
                                                             ------------------
         Total assets                                              $ 1,877,259 
                                                             ==================


LIABILITIES AND STOCKHOLDERS' DEFICIT:
- --------------------------------------
     Accounts payable and accrued liabilities                        $ 161,160 
     Debt                                                            1,677,815 
     Capital leases                                                     76,538 
     Net current liabilities of discontinued operations                    934 

                                                             ------------------
         Total liabilities                                           1,916,447 
                                                             ------------------

     Redeemable preferred securities of subsidiaries                   478,924 

     Stockholders' deficit:
       Common stock                                                        468 
       Additional paid-in capital                                      584,170 
       Accumulated deficit                                          (1,102,750)
       Accumulated other comprehensive loss                                  - 
                                                             ------------------
         Total stockholders' deficit                                  (518,112)

                                                             ------------------
         Total liabilities and stockholders' deficit               $ 1,877,259 
                                                             ==================


     Diluted shares (in thousands)                                      49,227 


                                                               DECEMBER 31,
ASSETS:                                                            1998
- -------                                                      ------------------
     Cash, cash equivalents and short-term investments             $   262,831
     Receivables, net                                                  145,138
     Property and equipment, net                                       934,134
     Other assets, net                                                 283,322
                                                             ------------------
         Total assets                                              $ 1,625,425
                                                             ==================

LIABILITIES AND STOCKHOLDERS' DEFICIT:
- -------------------------------------
     Accounts payable and accrued liabilities                         $ 99,490
     Debt                                                            1,599,043
     Capital leases                                                     68,445
     Net current liabilities of discontinued operations                 23,272

                                                             ------------------
         Total liabilities                                           1,790,250
                                                             ------------------

     Redeemable preferred securities of subsidiaries                   466,352

     Stockholders' deficit:
       Common stock                                                        584
       Additional paid-in capital                                      577,820
       Accumulated deficit                                          (1,209,462)
       Accumulated other comprehensive loss                               (119)
                                                             ------------------
         Total stockholders' deficit                                  (631,177)

                                                             ------------------
         Total liabilities and stockholders' deficit               $ 1,625,425
                                                             ==================


     Diluted shares (in thousands)                                      56,183



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