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, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Commission File Number 1-11965)
ICG COMMUNICATIONS, INC.
(Commission File Number 1-11052)
ICG HOLDINGS (CANADA) CO.
(Commission File Number 33-96540)
ICG HOLDINGS, INC.
(Exact names of registrants as specified in their charters)
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Delaware 84-1342022
Nova Scotia Not Applicable
Colorado 84-1158866
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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161 Inverness Drive West Not applicable
Englewood, Colorado 80112
161 Inverness Drive West c/o ICG Communications, Inc.
Englewood, Colorado 80112 161 Inverness Drive West
Englewood, Colorado 80112
161 Inverness Drive West Not applicable
Englewood, Colorado 80112
(Address of principal executive offices) (Address of U.S. agent for service)
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Registrants' telephone numbers, including area codes: (888) 424-1144 or (303)
414-5000
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes |X| No
The number of registrants' outstanding common shares as of August 11,
2000 were 51,933,460, 31,931,588 and 1,918, respectively. ICG Canadian
Acquisition, Inc., a wholly owned subsidiary of ICG Communications, Inc.,
owns all of the issued and outstanding common shares of ICG Holdings (Canada)
Co. ICG Holdings (Canada) Co. owns all of the issued and outstanding shares
of ICG Holdings, Inc.
1
<PAGE>
ICG COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 2000 (unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
--------------------
1999 2000
--------- ---------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(25,698) (244,461)
Net (income) loss from discontinued operations 8,762 (736)
Extraordinary gain on sales of discontinued operations (193,029) -
Adjustments to reconcile net loss to net cash used by
operating activities:
Recognition of deferred gain (10,498) (6,239)
Accretion and preferred dividends on preferred securities
of subsidiaries 30,045 33,773
Depreciation and amortization 81,058 137,491
Provision for impairment of long-lived assets 29,300 -
Deferred compensation 431 862
Net loss (gain) on disposal of long-lived assets (966) 545
Gain on sale of securities (439) (634)
Provision for uncollectible accounts 8,103 2,813
Interest expense deferred and included in long-term debt,
net of amounts capitalized on assets under construction 87,765 102,531
Interest expense deferred and included in capital lease
obligations 2,672 2,554
Amortization of deferred financing costs included in
interest expense 2,283 2,627
Contribution to 401(k) plan through issuance of common
stock 2,077 3,237
Other noncash expenses - 301
Change in operating assets and liabilities, excluding the
effects of dispositions and noncash transactions:
Receivables (60,100) (38,813)
Prepaid expenses, deposits and inventory 3,243 (775)
Accounts payable and accrued liabilities (9,690) (23,152)
Deferred revenue 34,090 131,155
--------- ---------
Net cash provided (used) by operating activities (10,591) 103,079
--------- ---------
Cash flows from investing activities:
Acquisition of property, equipment and other
assets (229,747) (347,315)
Payments for construction of corporate headquarters - (5,492)
Change in accounts payable for purchase of long-term
assets (11,405) (43,484)
Proceeds from sales of operations of NETCOM, net of
cash included in sale 252,881 -
Proceeds from disposition of property, equipment and
other assets 4,302 -
Proceeds from sales of short-term investments available
for sale 21,354 8,621
Proceeds from sale of marketable securities, net of
realized gain 30,439 10,634
Decrease in restricted cash 3,540 2,728
Purchase of investments (27,686) (1,150)
Purchase of minority interest in subsidiary (4,189) -
----------- -----------
Net cash provided (used) by investing activities 39,489 (375,458)
----------- -----------
(Continued)
</TABLE>
8
<PAGE>
SIGNATURES
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 August 14, 2000.
ICG COMMUNICATIONS, INC.
Date: August 14, 2000 By: /s/ Harry R. Herbst
------------------------------------
Harry R. Herbst, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 2000 By: /s/ John V. Colgan
------------------------------------
John V. Colgan, Vice President of
Finance and Controller
(Principal Accounting Officer)
<PAGE>
SIGNATURES
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 August 14, 2000.
ICG HOLDINGS (CANADA) CO.
Date: August 14, 2000 By: /s/ Harry R. Herbst
------------------------------------
Harry R. Herbst, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 2000 By: /s/ John V. Colgan
------------------------------------
John V. Colgan, Vice President of
Finance and Controller
(Principal Accounting Officer)
<PAGE>
SIGNATURES
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 August 14, 2000.
ICG HOLDINGS, INC.
Date: August 14, 2000 By: /s/ Harry R. Herbst
------------------------------------
Harry R. Herbst, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 2000 By: /s/ John V. Colgan
------------------------------------
John V. Colgan, Vice President of
Finance and Controller
(Principal Accounting Officer)
