GENERAL COMMUNICATION INC
10-Q, 1995-05-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q



                                   (Mark One)
         [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 1995

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
        For the transition period from ______________ to ______________


                          Commission File No. 0-15279


                          GENERAL COMMUNICATION, INC.
             (Exact name of registrant as specified in its charter)



         STATE OF ALASKA                                    92-0072737
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification No.)



         2550 Denali Street
         Suite 1000
         Anchorage, Alaska                                   99503
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (907) 265-5600


Former name, former address and former fiscal year, if changed since last report

                    Indicate by check mark whether the  registrant (l) 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        .

                    The number of shares outstanding of the registrant's classes
of common stock, as of April 30, 1995 was:

                 19,648,113 shares of Class A common stock; and
                   4,177,520 shares of Class B common stock.



<PAGE>



                                      

                                     INDEX

                          GENERAL COMMUNICATION, INC.

                                   FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1995


                                                                         PAGE NO

PART I. FINANCIAL INFORMATION

        Item l.  Consolidated Financial Statements............................1

                 Consolidated Balance Sheets..................................1

                 Consolidated Statements of Operations........................3

                 Consolidated Statements of Stockholders'
                    Equity....................................................4

                 Consolidated Statements of Cash Flows........................5

                 Notes to Consolidated Financial Statements...................6

        Item 2.  Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations.............................................19


PART II.    OTHER INFORMATION

        Item 1.  Legal Proceedings............................................24

        Item 6.  Exhibits and Reports on Form 8-K.............................24


SIGNATURES....................................................................25




<PAGE>

<TABLE>

                  GENERAL COMMUNICATION, INC. AND SUBSIDIARIES

                          Consolidated Balance Sheets

<CAPTION>

                                                              
                                                                                                        (Unaudited)
                                                                                                         March 31, December 31,
                        ASSETS                                                                             1995       1994
                        ------                                                                             ----       ---- 
                                                                                                        (Amounts in thousands)
               <S>                                                                                       <C>        <C>             
               Current assets:
                
                 Cash and cash equivalents (note 2) ..................................................   $ 3,023     1,649
                                                                                                         -------    ------

                 Receivables:
                         Trade .......................................................................    14,862    17,036
                         Other .......................................................................       239       221
                                                                                                         -------    ------
                                                                                                          15,101    17,257
                 Less allowance for doubtful receivables .............................................       347       409
                                                                                                         -------    ------
                         Net receivables .............................................................    14,754    16,848
                                                                                                         -------    ------

                 Prepaid and other current assets ....................................................     1,296     1,275
                 Deferred income taxes, net (note 6) .................................................       808       884
                 Inventory ...........................................................................       525       596
                 Notes receivable (note 3) ...........................................................       113       200
                                                                                                         -------    ------

                         Total current assets ........................................................    20,519    21,452
                                                                                                         -------    ------

               Property and equipment, at cost (notes 5 and 9)
                 Land ................................................................................        73        73
                 Distribution systems ................................................................    63,691    62,549
                 Support equipment ...................................................................    11,204    10,946
                 Property and equipment under capital leases .........................................     2,030     2,030
                                                                                                         -------    ------
                                                                                                          76,998    75,598
                 Less amortization and accumulated depreciation......................................     29,589    28,085
                                                                                                         -------    ------
                         Net property and equipment ..................................................    47,409    47,513
                                                                                                         -------    ------

               Notes receivable (note 3) .............................................................       772       767
               Investment securities available for sale (note 4) .....................................       785       785
               Other assets, at cost, net of amortization ............................................     2,907     3,732
                                                                                                         -------    ------

                         Total assets ................................................................   $72,392    74,249
                                                                                                         =======    ======
</TABLE>

      See accompanying notes to consolidated financial statements.




<PAGE>

<TABLE>

                  GENERAL COMMUNICATION, INC. AND SUBSIDIARIES

                          Consolidated Balance Sheets
                                  (Continued)
<CAPTION>

                                                              
                                                                                                          (Unaudited)
                                                                                                           March 31, December 31,
            LIABILITIES AND STOCKHOLDERS' EQUITY                                                              1995    1994     
            ------------------------------------                                                              ----    ----    
                                                                                                         (Amounts in thousands)
         <S>                                                                                              <C>       <C>
         Current liabilities:
           Current maturities of long-term debt (note 5) .............................................    $  1,565   1,585
           Current maturities of obligations under
             capital leases (note 9) .................................................................         258     249
           Accounts payable ..........................................................................       9,664  11,841
           Accrued liabilities .......................................................................         740     711
           Accrued payroll and payroll related obligations ...........................................       2,190   4,036
           Accrued income taxes (note 6) .............................................................         866     217
           Accrued interest ..........................................................................          80     101
           Deferred revenues .........................................................................       1,136   1,097
                                                                                                          --------  ------
                  Total current liabilities                                                                 16,499  19,837

         Long-term debt, excluding current maturities (note 5) .......................................      10,583  10,969
         Obligations under capital leases, excluding
           current maturities (note 9) ...............................................................         201     257
         Obligations under capital leases due to related parties,
           excluding current maturities (note 9) .....................................................         779     791
         Deferred income taxes, net (note 6) .........................................................       6,713   6,522
         Other liabilities ...........................................................................         860     780
                                                                                                           -------  ------
                  Total liabilities                                                                         35,635  39,156
                                                                                                           -------  ------

         Common stock (no par):
                  Class A.  Authorized
                   50,000,000 shares; issued and
                   outstanding 19,647,594 and 19,616,614
                   shares at March 31, 1995 and December 31,
                   1994, respectively ................................................................      13,875  13,830
                  Class B.  Authorized
                   10,000,000 shares; issued and
                   outstanding 4,178,039 and 4,179,019
                   shares at March 31, 1995 and December 31,
                   1994, respectively ................................................................       3,432   3,432
         Less cost of 105,111 Class A common
           shares held in treasury ...................................................................        (328)   (328)
         Paid-in capital .............................................................................       3,653   3,641
         Retained earnings ...........................................................................      16,125  14,518
                                                                                                           -------  ------
                  Total stockholders' equity                                                                36,757  35,093
                                                                                                           -------  ------
         Commitments and contingencies (notes 9 & 10)
                  Total liabilities and stockholders' equity                                              $ 72,392  74,249
                                                                                                           =======  ======
</TABLE>

      See accompanying notes to consolidated financial statements.


<PAGE>

<TABLE>

                                     GENERAL COMMUNICATION, INC. AND SUBSIDIARIES

                                         Consolidated Statements of Operations


                                                             
<CAPTION>
                                                            (Unaudited)
                                                        Three Months Ended
                                                             March 31,
                                                         1995         1994
                                                         ----         ----
                                                    (Amounts in thousands
                                                   except per share amounts)  
     <S>                                            <C>             <C>    
     Revenues:
       Transmission services (note 8) ...........   $  27,029       25,072
       Systems sales and service ................       1,871        2,321
       Other ....................................         793          798
                                                    ---------       ------
               Total revenues ...................      29,693       28,191

     Cost of sales ..............................      16,017       15,294
                                                    ---------       ------

               Contribution .....................      13,676       12,897
                                                    ---------       ------

     Operating costs and expenses:
       Operating and engineering ................       2,158        1,839
       Service ..................................       1,053        1,000
       Sales and communications .................       1,917        1,359
       General and administrative ...............       3,322        3,249
       Legal and regulatory .....................         405          267
       Bad debt .................................         283          262
       Depreciation and amortization ............       1,580        1,797
                                                    ---------       ------
               Total operating costs and expenses      10,718        9,773
                                                    ---------       ------

               Operating income .................       2,958        3,124
                                                    ---------       ------

     Other income (expense):
       Interest expense (notes 2 and 5) .........        (362)        (456)
       Interest income ..........................         150           39
                                                    ---------       ------
               Total other income (expense) .....        (212)        (417)
                                                    ---------       ------

               Earnings before income taxes .....       2,746        2,707

     Income tax expense (note 6) ................       1,139        1,009
                                                    ---------       ------

               Net earnings .....................   $   1,607        1,698
                                                    =========       ======

               Net earnings per common share ....   $     .07          .07
                                                    =========       ======
</TABLE>


      See accompanying notes to consolidated financial statements.


<PAGE>

<TABLE>

                                     GENERAL COMMUNICATION, INC. AND SUBSIDIARIES

                                    Consolidated Statements of Stockholders' Equity


                                                              

<CAPTION>
                                                      (Unaudited)                             (Unaudited)
                                                       Shares of         Class A     Class B   Class A
                                                      Common Stock       Common      Common  Shares Held Paid-in  Retained
                                                   Class A    Class B     Stock      Stock   in Treasury Capital  Earnings
                                                   -------    -------     -----      -----   ----------- -------  --------
                                                 (Amounts in thousands)                       (Amounts in thousands)


          <S>                                        <C>        <C>      <C>         <C>        <C>       <C>      <C>            
          Balances at December 31, 1993 .........    19,001     4,114    $13,470     3,432      (328)     3,252     7,384

          Net earnings ..........................        --        --         --        --        --         --     1,698
          Class B shares converted to Class A ...         4        (4)        --        --        --         --        --
          Tax effect of excess stock compensation
            expense for tax purposes over amounts
            recognized for financial reporting
            purposes ............................        --        --         --        --        --        116        --
          Shares issued under stock option plan .         1        --          1        --        --         --        --
          Shares issued and issuable under
            officer stock option agreements .....        45        --         10        --        --          9        --
                                                     ------     -----    -------     -----      ----      -----    ------

          Balances at March 31, 1994 ............    19,051     4,110    $13,481     3,432      (328)     3,377     9,082
                                                     ======     =====    =======     =====      ====      =====    ======

          Balances at December 31, 1994 .........    19,617     4,179    $13,830     3,432      (328)     3,641    14,518

          Net earnings ..........................        --        --         --        --        --         --     1,607
          Class B shares converted to Class A ...         1        (1)        --        --        --         --        --
          Tax effect of excess stock compensation
            expense for tax purposes over amounts
            recognized for financial reporting
            purposes ............................        --        --         --        --        --         11        --
          Shares issued under stock option plan .        30        --         45        --        --         --        --
          Shares issued and issuable under
            officer stock option agreements .....        --        --         --        --        --          1        --
                                                     ------     -----    -------     -----      ----      -----    ------

          Balances at March 31, 1995 ............    19,648     4,178    $13,875     3,432      (328)     3,653    16,125
                                                     ======     =====    =======     =====      ====      =====    ======

</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>

<TABLE>

                  GENERAL COMMUNICATION, INC. AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows


                                                              
<CAPTION>
                                                                   (Unaudited)
                                                               Three Months Ended
                                                                    March 31,
                                                                 1995       1994
                                                                 ----       ----
                                                             (Amounts in thousands)
<S>                                                           <C>         <C>   
Cash flows from operating activities:
  Net earnings ............................................   $ 1,607      1,698
  Adjustments to reconcile net earnings
    to net cash provided (used) by operating activities:
        Depreciation and amortization .....................     l,580      1,797
        Provision for deferred income taxes ...............       278        329
        Other items not requiring cash (note 2) ...........        11        110
        Change in operating assets and liabilities (note 2)    (1,119)     1,253
                                                              -------     ------

          Net cash provided by operating activities .......     2,357      5,187
                                                              -------     ------

Cash flows from investing activities:
  Purchase of property and equipment ......................    (1,408)      (896)
  Refund of long-term deposits and purchases of other
    assets, net ...........................................       755        311
  Notes receivable payments ...............................        90          3
                                                              -------     ------

          Net cash used by investing activities ...........      (563)      (582)
                                                              -------     ------

Cash flows from financing activities:
  Repayments of long-term borrowings ......................      (465)    (1,827)
  Proceeds from stock issuance ............................        45         11
                                                              -------     ------

          Net cash used by financing activities ...........      (420)    (1,816)
                                                              -------     ------

          Increase in cash and cash equivalents ...........     1,374      2,789

Cash and cash equivalents at beginning of period ..........     1,649      2,623
                                                              -------     ------

Cash and cash equivalents at end of period ................   $ 3,023      5,412
                                                              =======     ======
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>


                  GENERAL COMMUNICATION, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


                                                              
(l)        Summary of Significant Accounting Principles

           (a)  General

           General  Communication,  Inc.  ("GCI"),  an Alaska  corporation,  was
           incorporated  in 1979. GCI  Communication  Corp.  ("GCC") , an Alaska
           corporation, is a wholly owned subsidiary of GCI and was incorporated
           in 1990. GCI Communication Services, Inc. ("Communication Services"),
           an Alaska  corporation,  is a wholly-owned  subsidiary of GCI and was
           incorporated in 1992. GCI Leasing Co., Inc. ("Leasing  Company"),  an
           Alaska  corporation,  is a wholly-owned  subsidiary of  Communication
           Services and was incorporated in 1992. GCI and GCC are engaged in the
           transmission  of interstate and intrastate  private line and switched
           message long distance telephone service between Anchorage, Fairbanks,
           Juneau,  and other  communities  in Alaska and the  remaining  United
           States and foreign countries.  GCC also provides  northbound services
           to certain common  carriers  terminating  traffic in Alaska and sells
           and services dedicated  communications systems and related equipment.
           Communication  Services provides private network  point-to-point data
           and  voice  transmission  services  between  Alaska,  Hawaii  and the
           western  contiguous  United States.  Leasing  Company owns and leases
           capacity on an undersea fiber optic cable used in the transmission of
           interstate  private line and switched message long distance  services
           between Alaska and the remaining United States and foreign countries.

           The accompanying unaudited financial statements have been prepared in
           accordance with generally accepted accounting  principles for interim
           financial  information  and with the  instructions  to Form  10-Q and
           Article 10 of Regulation S-X. Accordingly, they do not include all of
           the  information  and  footnotes   required  by  generally   accepted
           accounting  principles  for  complete  financial  statements.  In the
           opinion  of  management,   all  adjustments   (consisting  of  normal
           recurring accruals) considered necessary for a fair presentation have
           been included.  Operating  results for the  three-month  period ended
           March 31, 1995 is not necessarily  indicative of the results that may
           be  expected  for the year  ended  December  31,  1995.  For  further
           information,  refer to the financial statements and footnotes thereto
           included  in the  Company's  annual  report on Form 10-K for the year
           ended December 31, 1994.

           (b)  Principles of Consolidation

           The consolidated  financial  statements  include the accounts of GCI,
           its wholly-owned  subsidiaries GCC and  Communication  Services,  and
           Communication  Services wholly owned subsidiary Leasing Company.  All
           significant   intercompany   balances  and  transactions   have  been
           eliminated in consolidation.


<PAGE>



           (c)  Net Earnings Per Common Share

<TABLE>
           Primary  earnings  per common  share are  determined  by dividing net
           earnings  by the  weighted  number of common  and  common  equivalent
           shares outstanding (amounts in thousands):
<CAPTION>
                                                    1995     1994
                                                    ----     ----
                                                    (Unaudited)
               <S>                                <C>      <C>
               Weighted average common
                   shares outstanding .........   23,712   23,028
               Common equivalent shares
                   outstanding ................      672    1,514
                                                  ------   ------
               Shares used in computing primary
                   earnings per share .........   24,384   24,542
                                                  ======   ======
</TABLE>


           The difference  between shares for primary and fully diluted earnings
           per share was not significant in any period presented.

           (d)  Cash and Cash Equivalents

           Cash  equivalents  consist of short-term,  highly liquid  investments
           which are readily convertible into cash.

           (e)  Inventory

           Inventory of merchandise  for resale and parts is stated at the lower
           of cost or market.  Cost is determined using the first-in,  first-out
           method for parts and the specific identification method for equipment
           held for resale.

           (f)  Property and Equipment

           Property  and  equipment  is  stated at cost.  Construction  costs of
           transmission  facilities are  capitalized.  Equipment  financed under
           capital  leases is recorded at the lower of fair market  value or the
           present value of future minimum lease payments.

           Depreciation  and  amortization is computed on a straight-line  basis
           based  upon the  shorter of the lease  term or the  estimated  useful
           lives  of the  assets  ranging  from 3 to 20 years  for  distribution
           systems  and 5 to 10 years for  support  equipment.  Amortization  of
           equipment   financed   under   capitalized   leases  is  included  in
           depreciation expense.

           Repairs and maintenance  are charged to operations,  and renewals and
           additions are capitalized. Gains or losses are recognized at the time
           of ordinary retirements, sales or other dispositions of property.


<PAGE>



           (g)  Marketable Securities

           Effective  January  1, 1994,  GCI and  subsidiaries  ("the  Company")
           adopted  Statement of Financial  Accounting  Standards No. 115 ("SFAS
           No. 115"),  "Accounting  for Certain  Investments  in Debt and Equity
           Securities".  Under SFAS No.  115,  securities  when  purchased,  are
           classified in either the trading account  securities  portfolio,  the
           securities  available for sale  portfolio,  or the securities held to
           maturity  portfolio.  Securities  are  classified as trading  account
           securities  when the  intent is profit  maximization  through  market
           appreciation  and resale.  Securities are classified as available for
           sale when management intends to hold the securities for an indefinite
           period of time. Securities are classified as held to maturity when it
           is management's intent to hold these securities until maturity.

           Unrealized  gains or  losses  on  securities  available  for sale are
           excluded  from  earnings  and  reported as a net amount in a separate
           component of stockholders'  equity. There was no cumulative effect on
           the  financial   statements  from  the  adoption  of  SFAS  No.  115.
           Securities  available  for sale are stated at fair market value which
           approximates cost.

           (h)  Other Assets

           Other  assets,  excluding  deferred  loan  costs  and  goodwill,  are
           recorded at cost and are amortized on a straight-line basis over 5 to
           10 years.  Deferred loan costs are recorded at cost and are amortized
           on a straight-line basis over the life of the associated loan.

           Goodwill totaled approximately $1,362,000 and $1,387,000 at March 31,
           1995 and December  31, 1994,  respectively,  net of  amortization  of
           approximately   $621,000   and   $596,000,   respectively.   Goodwill
           represents the excess of cost over fair value of net assets  acquired
           and is being amortized on a straight-line basis over twenty years.

           (i)  Revenue From Services and Products

           Revenues generated from long distance  telecommunication services are
           recognized when the services are provided. System sales from the sale
           of equipment are recognized at the time the equipment is delivered or
           installed.  Service  revenues are derived  primarily from maintenance
           contracts on equipment and are  recognized  on a prorated  basis over
           the term of the  contract.  Other  revenues are  recognized  when the
           service is provided.

           (j)  Income Taxes

           In February,  1992, the Financial  Accounting  Standards Board issued
           Statement of Financial Accounting Standards No. 109 ("SFAS No. 109"),
           "Accounting  for Income  Taxes".  SFAS No. 109 requires a change from
           the deferred  method of accounting for income taxes of APB Opinion 11
           to the asset and  liability  method of  accounting  for income taxes.
           Under the asset and  liability  method of SFAS No. 109,  deferred tax
           assets and liabilities are recognized for the future tax consequences
           attributable to differences  between the financial statement carrying
           amounts of existing assets and  liabilities and their  respective tax
           bases. Deferred tax assets and liabilities are measured using enacted
           tax rates expected to apply to taxable earnings in the years in which
           those temporary  differences are expected to be recovered or settled.
           Under SFAS No. 109, the effect on deferred tax assets and liabilities
           of a change in tax rates is recognized in earnings in the period that
           includes  the  enactment  date.  The  Company  adopted  SFAS No.  109
           effective January 1, 1993.



<PAGE>


           (k)  Reclassifications  

           Reclassifications  have been made to the 1994 financial statements to
           make them comparable with the 1995 presentation.

(2)        Consolidated Statements of Cash Flows Supplemental Disclosures

           For  purposes of the  Statement  of Cash Flows,  the  Company's  cash
           equivalents  includes  cash and all  invested  assets  with  original
           maturities of less than three months.

<TABLE>
           Other  items  not   providing  or  requiring   cash  consist  of  (in
           thousands):
<CAPTION>
                                                                                            (Unaudited)
                         Three-month period ended March 31,                               1995       1994
                                                                                          ----       ---- 

                         <S>                                                            <C>           <C>
                         Bad debt expense, net of write-offs .......................    $  (62)        31
                         Deferred compensation and compensatory
                            stock options ..........................................        81         79
                         Other non-cash income and expense items....................        (8)        --
                                                                                        ------        ---

                                                                                        $   11        110
                                                                                        ======        ===
</TABLE>

<TABLE>
           Changes in operating  assets and  liabilities  consist of (amounts in
           thousands):
                                                                                            (Unaudited)
<CAPTION>
                         Three-month period ended March 31,                               1995       1994 
                                                                                          ----       ---- 

                         <S>                                                           <C>          <C> 
                         (Increase) decrease in accounts receivable ................   $ 2,174        (25)
                         (Increase) in other receivables ...........................       (18)       (24)
                         (Increase) decrease in inventory ..........................        71       (224)
                         (Increase) decrease in prepaid and other
                           current assets ..........................................       (19)       143
                         (Increase) in restricted cash .............................        --         (4)
                         Increase (decrease) in accounts payable ...................    (2,177)     1,493
                         Increase in accrued liabilities ...........................        29        388
                         (Decrease) in accrued payroll
                           and payroll related obligations .........................    (1,846)      (858)
                         (Decrease) in accrued interest ............................       (21)       (21)
                         Increase (decrease) in deferred revenue ...................        39       (121)
                         Increase in accrued income taxes ..........................       649        506
                                                                                       -------      -----

                                                                                       $(1,119)     1,253
                                                                                       =======      =====
</TABLE>

           Income taxes paid totaled approximately  $212,000 and $175,000 during
           the quarters  ended March 31, 1995 and 1994,  respectively.  

           Interest paid totaled approximately  $383,000 and $468,000 during the
           quarters ended March 31, 1995 and 1994, respectively.

           The Company  recorded  $11,000 and $116,000 during the quarters ended
           March  31,  1995  and  1994,  respectively,  as  paid-in  capital  in
           recognition of the income tax effect of excess

<PAGE>


           stock  compensation  expense for tax purposes over amounts recognized
           for financial reporting purposes.

(3)        Notes Receivable

<TABLE>
           A summary of notes receivable follows:
<CAPTION>
                                                                                (Unaudited)
                                                                                 March 31, December 31,
                                                                                    1995     1994
                                                                                    ----     ----
                                                                                (Amounts in thousands)
                      <S>                                                          <C>       <C>   
                      Note receivable from officer bearing interest 
                       at the rate paid by the Company  on its 
                       senior  indebtedness,  secured by GCI Class A 
                       common stock,  due on the 90th day after  
                       termination of employment or July 30, 1998, 
                       whichever is earlier ....................................   $ 500      500

                      Note  receivable  from officer  bearing  interest 
                       at 10%,  secured by Company  stock;  payable  
                       in equal  annual  installments  of $36,513 through
                       August 26, 2004..........................................     224      224

                      Notes receivable  from officers and others bearing  
                       interest at 8% to 10%, secured by Company common 
                       stock, shares of various common stock and equipment;
                       due December 31, 1995 through October 13, 1999  .........     104      194
                                                                                   -----     ----

                         Total notes receivable ................................     828      918

                         Less current portion ..................................    (113)    (200)

                         Plus long-term accrued interest .......................      57       49
                                                                                   -----     ----

                                                                                   $ 772      767
                                                                                   =====     ====
</TABLE>

(4)        Investment Securities Available for Sale

           As of January 1, 1994 the Company adopted SFAS No. 115.  Accordingly,
           the Company's  marketable  equity  securities have been classified as
           available for sale  securities  and are reported at fair market value
           which   approximates  cost.  The  Company  held  no  trading  account
           investment securities at March 31, 1995.



<PAGE>


(5)        Long-term Debt

<TABLE>
           Long-term debt is summarized as follows:
<CAPTION>
                                               (Unaudited)
                                                March 31, December 31,
                                                  1995        1994
                                                  ----        ----
                                               (Amounts in thousands)

              <S>                            <C>            <C>  
              Credit Agreement (a) .......   $   2,000       2,000

              Undersea Fiber and Equipment
                Loan Agreement (b) .......       9,197       9,500

              Financing Obligation (c) ...         951       1,054
                                             ---------      ------

                                                12,148      12,554

              Less current maturities ....       1,565       1,585
                                             ---------      ------

              Long-term debt, excluding
                current maturities .......   $  10,583      10,969
                                             =========      ======
</TABLE>

           (a)      GCI completed a refinancing  of its senior  indebtedness  on
                    May 14, 1993. The new senior facility is a reducing revolver
                    that is  amortized in quarterly  payments or  reductions  of
                    $650,000  beginning June 30, 1993 through  December 31, 1996
                    and $812,500 per quarter  thereafter  through its expiration
                    on December  31,  1997.  The credit  agreement  provides for
                    interest (8.44% at March 31, 1995), among other options,  at
                    the  corporate  base  rate  plus a margin  of one to one and
                    one-half percent  depending on the Company's  leverage ratio
                    as  defined  in the  agreement.  A fee of .50% per  annum is
                    assessed on the unused portion of the facility.

                    The  credit  agreement  contains,  among  others,  covenants
                    requiring  maintenance of specific  levels of operating cash
                    flow to indebtedness, to interest expense, to fixed charges,
                    and to pro forma debt service. The credit agreement includes
                    limitations on  acquisitions,  additional  indebtedness  and
                    capital  expenditures,  and prohibits  payment of dividends,
                    other than stock  dividends.  The Company was in  compliance
                    with  all  credit  agreement  covenants  during  the  period
                    commencing  May 14, 1993 (date of the  refinancing)  through
                    March 31, 1995.

                    Security for the credit  agreement  includes a pledge of the
                    stock of the operating subsidiary,  GCC, and a first lien on
                    substantially  all of its assets.  GCI and its subsidiaries,
                    Communication  Services and Leasing  Company,  are liable as
                    guarantors.

                    $2.25  million  of the  facility  has been used to provide a
                    letter of credit to secure payment of certain access charges
                    associated     with    the     Company's     provision    of
                    telecommunications services within the state of Alaska.

                    In June, 1993, the Company entered into a two-year  interest
                    rate  swap  agreement  with  a  Bank  whereby  the  rate  on
                    $18,200,000   of  debt  (reduced  by  $422,500  per  quarter
                    beginning  July 1,  1993)  was  fixed at 4.45  percent  plus
                    applicable  margins.  The interest  effect of the difference
                    between the fixed rate and the three-month LIBOR

<PAGE>


                    rate will  either  be added to or serve to  reduce  interest
                    expense depending on the relative interest rates.

           (b)      On December 31, 1992, Leasing Company entered into a
                    $12,000,000   loan   agreement,   of   which   approximately
                    $9,000,000 of the proceeds were used to acquire  capacity on
                    the undersea  fiber optic cable linking  Seward,  Alaska and
                    Pacific City, Oregon.  Concurrently,  Leasing Company leased
                    the  capacity  under a ten  year  all  events,  take or pay,
                    contract to MCI,  who  subleased  the  capacity  back to the
                    Company.  The  lease and  sublease  agreements  provide  for
                    equivalent terms of 10 years and identical  monthly payments
                    of $200,000.  The proceeds of the lease  agreement  with MCI
                    were pledged as primary security for the financing. The loan
                    agreement   provides   for  monthly   payments  of  $170,000
                    including principal and interest through the earlier of
                    January  1,  2003,  or  until  repaid.  The  loan  agreement
                    provides  for  interest  at the prime rate plus  one-quarter
                    percent. Additional collateral includes substantially all of
                    the assets of Leasing  Company  including the fiber capacity
                    and a security interest in all of its outstanding stock. MCI
                    has a second  position  security  interest  in the assets of
                    Leasing Company.

           (c)      As consideration  for MCI's role in enabling Leasing Company
                    to finance  and  acquire  the  undersea  fiber  optic  cable
                    capacity  described  at note  5(b)  above,  Leasing  Company
                    agreed to pay MCI  $2,040,000 in sixty  monthly  payments of
                    $34,000.  For financial statement  reporting  purposes,  the
                    obligation has been recorded at its remaining present value,
                    using a discount  rate of 10% per annum.  The  agreement  is
                    secured by a second position security interest in the assets
                    of Leasing Company.

<TABLE>
           As of March 31, 1995 maturities of long-term debt were as follows (in
           thousands):
<CAPTION>
                            Year ending
                              March 31,
                              ---------

                                <S>                            <C>       
                                1996                           $  1,565
                                1997                              1,723
                                1998                              3,754
                                1999                              1,635
                                2000                              1,793
                                2001 and thereafter               1,678
                                                               --------
                                                               $ 12,148
                                                               ========
</TABLE>



<PAGE>


(6)        Income Taxes

<TABLE>
           Total  income tax expense for the  quarters  ended March 31, 1995 and
           1994 were allocated as follows (amounts in thousands):
        
<CAPTION>
                                                              1995       1994
                                                              ----       ----
                                                                (Unaudited)
           <S>                                             <C>          <C>  
           Earnings from continuing operations             $ 1,139      1,009
           Stockholders' equity, for stock option 
             compensation expense for tax purposes 
             in excess of amounts recognized for 
             financial reporting purposes                      (11)      (116)
                                                           -------      -----

                                                           $ 1,128        893
                                                           =======      =====
</TABLE>

<TABLE>
           Income tax  expense  for the  quarters  ended March 31, 1995 and 1994
           consists of the following (amounts in thousands):

<CAPTION>
                                                              1995       1994
                                                              ----       ----
                                                                (Unaudited)
           <S>                                              <C>         <C>    
           Current tax expense:
                    Federal taxes                           $  641        603
                    State taxes                                220         77
                                                            ------      -----
                                                               861        680
                                                            ------      -----
           Deferred tax expense:
                    Federal taxes                              120        148
                    State taxes                                158        181
                                                            ------      -----
                                                               278        329
                                                            ------      -----

                                                            $1,139      1,009
                                                            ======      =====
</TABLE>

<TABLE>
           Total  income tax  expense  (benefit)  differed  from the  "expected"
           income tax expense  (benefit)  determined  by applying the  statutory
           federal  income tax rate of 34% for the quarters ended March 31, 1995
           and 1994 as follows (amounts in thousands):

<CAPTION>
                                                              1995       1994
                                                              ----       ----
                                                                 (Unaudited)
           <S>                                              <C>         <C>
           "Expected" statutory tax expense                 $  934        920
           State income taxes, net of federal benefit          175        170
           Income tax effect of goodwill
              amortization, nondeductible
              expenditures and other items, net                 30        (81)
                                                            ------      ----- 

                                                            $1,139      1,009
                                                            ======      =====
</TABLE>



<PAGE>


<TABLE>
           The  tax  effects  of  temporary   differences   that  give  rise  to
           significant  portions of the  deferred  tax assets and  deferred  tax
           liabilities  at March 31, 1995 and  December  31, 1994 are  presented
           below (amounts in thousands).
<CAPTION>
                                                                                     March 31, December 31,
                                                                                       1995     1994
                                                                                       ----     ----
                                                                                    (Unaudited)
              <S>                                                                    <C>       <C>   
              Net current deferred tax assets:
                    Accounts receivable, principally due to allowance for
                       for doubtful accounts .....................................   $  193      199
                    Compensated absences, accrued for financial reporting purposes      344      333
                    Federal and state alternative minimum tax credit carryforwards      248      330
                    Workers compensation and self insurance health reserves,
                       principally due to accrual for financial reporting purposes      188      185
                    Other ........................................................       25       36
                                                                                     ------    -----
                           Total gross current deferred tax assets ...............      998    1,083
                           Less valuation allowance ..............................     (190)    (199)
                                                                                     ------    -----
                           Net current deferred tax assets .......................   $  808      884
                                                                                     ======    =====
              Net long-term deferred tax assets:
                    Deferred compensation expense for financial
                       reporting purposes in excess of amounts recognized
                       for tax purposes ..........................................   $  536      511
                    Employee stock option compensation expense for financial
                       reporting purposes in excess of amounts recognized
                       for tax purposes ..........................................      235      234
                    Capital loss carryforwards ...................................      168      168
                    Other ........................................................      321      311
                                                                                     ------    -----
                           Total gross long-term deferred tax assets .............    1,260    1,224
                           Less valuation allowance ..............................     (235)    (226)
                                                                                     ------    -----
                           Net long-term deferred tax assets .....................    1,025      998
                                                                                     ------    -----
              Net long-term deferred tax liabilities:
                    Plant and equipment, principally due to differences in
                       depreciation ..............................................    7,724    7,507
                    Other ........................................................       14       13
                                                                                     ------    -----
                           Total gross long-term deferred tax liabilities ........    7,738    7,520
                                                                                     ------    -----
                           Net combined long-term deferred tax liabilities .......   $6,713    6,522
                                                                                     ======    =====
</TABLE>

           The  valuation  allowance  for deferred tax assets was $425,000 as of
           March 31, 1995 and December 31, 1994.

           Tax benefits  associated  with recorded  deferred tax assets,  net of
           valuation  allowances,  are  considered  to be more  likely  than not
           realizable  through future  reversals of existing  taxable  temporary
           differences   and  future  taxable  income   exclusive  of  reversing
           temporary differences and carryforwards.

           For income tax  reporting  purposes,  the  Company has  available  an
           alternative minimum tax credit carryforward of approximately $248,000
           which is available to reduce future federal  regular income taxes, if
           any, over an indefinite period. In addition,  the Company has capital
           loss carryovers totaling  approximately $415,000 which expire in 1996
           and 1997.



<PAGE>


(7)        Stockholders' Equity

           Common Stock

           GCI's Class A common stock and Class B common stock are  identical in
           all respects,  except that each share of Class A common stock has one
           vote per share and each  share of Class B common  stock has ten votes
           per  share.  In  addition,   each  share  of  Class  B  common  stock
           outstanding  is  convertible,  at the option of the holder,  into one
           share of Class A common stock.

           On December  31,  1992,  the Company  entered into a letter of intent
           with MCI  outlining  the  general  terms and  conditions  of  several
           proposed arrangements between them. Under the arrangements,  MCI paid
           a total of $13,280,000 for 6,251,509  shares of Class A and 1,275,791
           shares  of  Class B  common  stock  of the  Company  which on a fully
           diluted  basis  represented  approximately  31 and 30  percent of the
           issued and outstanding shares of the respective class.

           Stock Warrants

           On May 18,  1994 an officer of the  Company  exercised  warrants.  In
           exchange for $114,  the Company  issued  160,297 and 74,028 shares of
           GCI Class A and Class B common stock, respectively.

           Pursuant to the terms of a stock  appreciation right granted in 1988,
           the Company  issued to its former senior  lender  warrants to acquire
           1,021,373  shares of GCI Class A common  stock for $.85669 per share.
           Warrants  to  purchase  600,000  shares of Class A common  stock were
           exercised  in  April  and  May,  1991,  an  additional  168,085  were
           exercised in September,  1991 and the remaining  warrants to purchase
           253,288 shares were exercised in September and October, 1994.

           Stock Option Plan

           In December 1986, GCI adopted a Stock Option Plan (the "Option Plan")
           in order to provide a special  incentive  to  officers,  non-employee
           directors,  and employees by offering them an  opportunity to acquire
           an equity  interest in GCI. The Option Plan provides for the grant of
           options  for a  maximum  of  2,350,000  shares  of GCI Class A common
           stock,  subject to adjustment upon the occurrence of stock dividends,
           stock  splits,  mergers,  consolidations  or certain other changes in
           corporate  structure  or  capitalization.  If an  option  expires  or
           terminates,  the shares  subject to the option will be available  for
           further  grants of options under the Option Plan.  The Option Plan is
           administered   by  GCI's  Board  of   Directors  or  a  committee  of
           disinterested persons.

           Employees of GCI  (including  officers and  directors),  employees of
           affiliated  companies and non-employee  directors of GCI are eligible
           to  participate  in the Option Plan. The Option Plan provides that no
           options may be granted after  December 20, 1996, and that all options
           granted  under the Option  Plan must  expire not later than ten years
           after the date of grant.  The exercise price may be less than,  equal
           to, or greater  than the fair market  value of the shares on the date
           of  grant.  Options  granted  pursuant  to the  Option  Plan are only
           exercisable  if at the  time of  exercise  the  option  holder  is an
           employee or non-employee director of GCI.



<PAGE>


<TABLE>
           Information  for the  periods  ended  March  31,  1995 and 1994  with
           respect to the Plan follows:
<CAPTION>
                                                     Shares      Option Price
                                                     ------      ------------
           <S>                                    <C>             <C>                
           Outstanding at December 31, 1993       1,823,658       $0.75-$4.00
                    Granted                             ---       ---
                    Exercised                        (5,459)      $0.75-$2.25
                    Forfeited                           ---       ---
                                                  ---------       

           Outstanding at March 31, 1994          1,818,199       $0.75-$4.00
                                                  =========                  

           Outstanding at December 31, 1994       1,729,699       $0.75-$4.00

                    Granted                             ---       ---
                    Exercised                       (20,000)      $2.25
                    Forfeited                       (11,500)      $4.00
                                                  ---------           

           Outstanding at March 31, 1995          1,698,199       $0.75-$4.00
                                                  =========           
           Available for grant at March 31, 1995    109,553
                                                  =========
           Exercisable at March 31, 1995            673,599
                                                  =========
</TABLE>

           The options expire at various dates through June 2003.

           Stock Options Not Pursuant to a Plan

           In June 1989,  officer  John  Lowber was  granted  options to acquire
           100,000 Class A common shares at $.75 per share.  The options  vested
           in  equal  annual  increments  over a  five-year  period  and  expire
           February, 1999.

           The Company entered into an incentive agreement in June 1989 with Mr.
           Behnke, an officer of the Company.  The incentive  agreement provides
           for the  acquisition  of  95,190  remaining  shares of Class A common
           stock of the Company for $.001 per share exercisable through June 16,
           1997. The shares under the incentive agreement vested in equal annual
           increments over a three-year period.

           Class A Common Shares Held in Treasury

           The Company  acquired  105,111  shares of its class A common stock in
           1989 for  approximately  $328,000 to fund a deferred bonus  agreement
           with Mr. Duncan,  an officer of the Company.  The agreement  provides
           that the  balance is  payable  after the later of a)  termination  of
           employment  or  b)  six  months  after  the  effective  date  of  the
           agreement.



<PAGE>


           Employee Stock Purchase Plan

           In December  1986,  GCI adopted an Employee  Stock Purchase Plan (the
           "Plan")  qualified under Section 401 of the Internal  Revenue Code of
           1986 (the "Code"). The Plan provides for acquisition of the Company's
           Class A and Class B common  stock at market  value.  The Plan permits
           each employee of GCI and  affiliated  companies who has completed one
           year of  service  to  elect  to  participate  in the  Plan.  Eligible
           employees may elect to reduce their  compensation  in any even dollar
           amount up to 10  percent  of such  compensation  up to a  maximum  of
           $9,240  in  1995;  they  may  contribute  up to 10  percent  of their
           compensation with after-tax dollars,  or they may elect a combination
           of salary reductions and after-tax contributions.

           GCI may match employee salary  reductions and after tax contributions
           in any amount, elected by GCI each year, but not more than 10 percent
           of any one employee's  compensation  will be matched in any year. The
           combination of salary  reductions,  after tax  contributions  and GCI
           matching  contributions  cannot  exceed 25 percent of any  employee's
           compensation  (determined after salary reduction) for any year. GCI's
           contributions  will vest over six  years.  The  employees'  and GCI's
           contributions are currently  invested  primarily in GCI common stock.
           The  Company's  matching   contributions   allocated  to  participant
           accounts totaled approximately $301,000 and $221,000 for the quarters
           ended  March 31,  1995 and 1994,  respectively.  The Plan may, at its
           discretion,  purchase  shares of common  stock  from the  Company  at
           market value or may purchase GCI common stock on the open market.

           Effective for Plan years  beginning on or after January 1, 1995,  the
           Plan  was  amended  in  December,  1994 to allow  diversification  of
           investments into selected securities or funds. Management anticipates
           that  revisions  to the Plan  will be  implemented  during  the third
           quarter of 1995.  Employee  contributions  invested in the  Company's
           Class A and Class B common stock will  continue to receive up to 100%
           matching,  as  determined  by the Company each year, in the Company's
           Class A and Class B common stock. Employee  contributions invested in
           other  than  the  Company's  Class A and  Class B common  stock  will
           receive up to 50%  matching,  as determined by the Company each year,
           in the Company's Class A and Class B common stock.

(8)        Sales to Major Customers

           The Company provides message telephone service to MCI and U.S. Sprint
           ("Sprint"), major customers. Pursuant to the terms of a contract with
           MCI, the Company earned  revenues of  approximately  $5.1 million and
           $4.7  million for the  three-month  periods  ended March 31, 1995 and
           1994,  respectively.  The  Company  earned  revenues  pursuant  to  a
           contract  with Sprint  totaling  approximately  $3.4 million and $2.8
           million for the  three-month  periods  ended March 31, 1995 and 1994,
           respectively.

(9)        Leases

           The Company  leases  business  offices,  has entered  into site lease
           agreements  and uses  certain  equipment  and  satellite  transponder
           capacity pursuant to operating lease arrangements. Rental costs under
           such arrangements  amounted to approximately  $1,658,000 and $997,000
           for the quarters ended March 31, 1995 and 1994, respectively.

           The Company entered into a long-term  capital lease agreement in 1991
           with the wife of the Company's president for property occupied by the
           Company.  Such lease is guaranteed by the Company.  The lease term is
           15 years with monthly payments of $14,400, increasing in

<PAGE>


           $800  increments at each two year  anniversary of the lease.  Monthly
           lease costs  increased  to $15,200  effective  October  1993 and will
           increase to $16,000  effective  October  1995. If the owner sells the
           premises  prior to the end of the tenth year of the lease,  the owner
           will rebate to the Company  one-half of the net sales price  received
           in excess of $900,000. If the property is not sold prior to the tenth
           year of the lease,  the owner  will pay the  Company  the  greater of
           one-half of the appreciated  value of the property over $900,000,  or
           $500,000.  The leased  asset was  capitalized  in 1991 at the owner's
           cost of  $900,000  and the  related  obligation  was  recorded in the
           accompanying financial statements.

           The  leases  generally  provide  that  the  Company  pay  the  taxes,
           insurance and maintenance expenses related to the leased assets.

           It is expected  that in the normal  course of  business,  leases that
           expire will be renewed or replaced by leases on other properties.

(10)       Commitments and Contingencies

           In the  normal  course of the  Company's  operations,  it and GCC are
           involved in various legal and  regulatory  matters before the FCC and
           the APUC.  While the Company  does not  anticipate  that the ultimate
           disposition  of such  matters  will  result in abrupt  changes in the
           competitive  structure of the Alaska market or of the business of the
           Company,  no assurances can be given that such changes will not occur
           and that such changes would not be materially adverse to GCI.

           Pursuant to the terms of a contract with one of its officers,  in the
           event of his death or under certain other  conditions  the Company is
           obligated to make a payment of $450,000 to the officer or his estate.
           The  Company  acquired  life  insurance  in 1993 to provide  for this
           obligation.

           The Company was named by the FCC in March 1995 as the high bidder for
           one of the two 30 megahertz blocks of spectrum, with Alaska statewide
           coverage. Acquisition of the license for a cost of $1.65 million will
           allow GCI to introduce  new PCS services in Alaska.  The Company will
           be  developing   plans  for  PCS  deployment   throughout  1995  with
           construction  of the system  expected to begin in 1996 and service to
           be offered as early as 1997 or 1998.



<PAGE>



               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                      CONDITION AND RESULTS OF OPERATIONS

                                                              


           Liquidity and Capital Resources

           The Company's liquidity (ability to generate adequate amounts of cash
           to meet the  Company's  need for cash) was affected by a net increase
           in  the  Company's  cash  and  cash   equivalents  of   approximately
           $1,374,000 from December 31, 1994 to March 31, 1995.  Sources of cash
           in 1995 included the Company's  operating  activities which generated
           positive cash flow of  approximately  $2.4 million,  and receipt of a
           partial refund of a PCS spectrum bid deposit  totaling  approximately
           $800,000.  Uses of cash  during the first  quarter  of 1995  included
           repayment  of  approximately  $465,000 of  long-term  borrowings  and
           capital  lease  obligations,  and  investment of  approximately  $1.4
           million in distribution and support equipment.

           Net accounts receivable decreased $2.1 million from December 31, 1994
           to March 31, 1995  resulting  primarily from receipt of payments from
           several  major  customers in March 1995,  in advance of the dates the
           payments are normally received.

           Payments of  approximately  $4 million of accounts  payable,  accrued
           payroll and payroll related obligations  resulted in reduced balances
           at March 31, 1995 as compared to December 31, 1994.

           Working capital  totaled  $4,020,000 and $1,615,000 at March 31, 1995
           and December 31, 1994,  respectively.  Working  capital  generated by
           operations and the deposit refund exceeded expenditures for property,
           equipment and other  assets,  repayment of long-term  borrowings  and
           capital lease obligations  resulting in the increase of approximately
           $2.4 million at March 31, 1995 as compared to December 31, 1994.

           Cash flow from operating activities, as depicted in the Consolidating
           Statements of Cash Flows decreased  approximately $2.8 million during
           the first  quarter of 1995 as  compared  to the same  period of 1994.
           Cash flow resulting from revenue growth and operating  activities was
           offset by reductions in current obligations.

           The Company's  expenditures  for property and equipment  totaled $1.4
           million  and  $896,000  during  the first  quarter  of 1995 and 1994,
           respectively.   Management's   capital  expenditures  plan  for  1995
           includes  approximately $8.5 million in capital necessary to maintain
           the  network  and enhance  transmission  capacity  to meet  projected
           traffic demands.

           The two wideband  transponders  the Company  owned reached the end of
           their expected useful life in August, 1994, at which time the Company
           leased  temporary  replacement  capacity.  The  cost  of  the  leased
           capacity and the transition to a different  satellite  resulted in an
           increase in  distribution  costs  associated with  transponder  usage
           during the first  quarter of 1995 as  compared  to the same period of
           1994.  The  Company  leased  replacement  transponder  capacity  on a
           long-term  basis  at a  reduced  rate  subsequent  to the  transition
           period.

           The  Company  continues  to  evaluate  the  most  effective  means to
           integrate  its  telecommunications  network  with  that of MCI.  Such
           integration  will require  capital  expenditures by the Company in an
           amount  yet  to  be  determined.   Any  investment  in  such  capital
           expenditures  is expected to be recovered by increased  revenues from
           expanded  service  offerings and  reductions in costs  resulting from
           integration of the networks.

<PAGE>
           The FCC concluded an auction of spectrum to be used for the provision
           of PCS in March,  1995.  The Company was named by the FCC as the high
           bidder  for one of the two 30  megahertz  blocks  of  spectrum,  with
           Alaska statewide  coverage.  Acquisition of the license for a cost of
           $1.65 million will allow GCI to introduce new PCS services in Alaska.
           The Company will be developing  plans for PCS  deployment  throughout
           1995 with  construction  of the system  expected to begin in 1996 and
           service to be offered as early as 1997 or 1998.  Expenditures for PCS
           deployment  could  total  $50 to $100  million  over the next 10 year
           period.  The  estimated  cost for PCS  deployment  is  expected to be
           funded  through  income  from  operations  and  additional  debt  and
           perhaps, equity financing.

           In  anticipation  of the auction of PCS spectrum by the FCC beginning
           in December,  1994, the Company obtained a commitment from its senior
           lender to amend its existing credit  agreement to provide  additional
           financing.  The  amendment  would  have  increased  the  size  of the
           facility to $25 million with  repayment  terms  extending to December
           31, 1999. At the Company's request,  the commitment was terminated in
           April 1995. The Company expects to pursue  additional debt or perhaps
           equity  financing in late 1995 or 1996  depending  on its needs.  The
           Company's  ability to deploy PCS  services  will be  dependent on its
           ability to raise the necessary resources.

           Expenditures  of  approximately   $2.5  million  were  made  in  1994
           developing new DAMA satellite communication technology. A four-module
           demonstration  system was  constructed in 1994 and will be integrated
           into the  Company's  telecommunication  network in 1995.  The digital
           DAMA system  allows calls to be made between  remote  villages  using
           only one satellite hop thereby reducing  satellite delay and capacity
           requirements while improving quality. Deployment expenditures in 1995
           are expected to be funded with cash generated from operations.

           Management  expects  that cash flow  generated by the Company will be
           sufficient to meet no less than the minimum  required for maintenance
           level  capital   expenditures  and  scheduled  debt  repayment.   The
           Company's  ability  to  invest  in  discretionary  capital  and other
           projects  will  depend  upon its  future  cash  flows  and  access to
           additional debt and/or equity financing.

           Results of Operations

           Quarter  ended March 31, 1995  ("1995"),  compared with quarter ended
           March 31, 1994 ("1994").

           The Company's message data and transmission services industry segment
           provides interstate and intrastate long distance telephone service to
           all  communities  within  the  state  of  Alaska  through  use of its
           facilities  and  interconnect  agreements  with other  carriers.  The
           Company's average rate per minute for message  transmission  services
           remained  relatively  constant during 1995 and 1994 at 18.7(cent) and
           18.2(cent), respectively. Total revenues for 1995 were $29.7 million,
           an  approximate  5.3  percent  increase  over 1994  revenues of $28.2
           million.  Revenue growth is attributed to three fundamental  factors,
           as follows:

           (1) Growth in interstate telecommunication services which resulted in
           billable  minutes  of  traffic  carried  totaling  105 and 99 million
           minutes in 1995 and 1994,  respectively,  or 83 percent of total 1995
           minutes  and 84  percent  of total 1994  minutes,  respectively.  
           (2)Provision of intrastate  telecommunication services which resulted
           in  billable  minutes of traffic  carried  totaling 21 and 19 million
           minutes in 1995 and 1994,  respectively,  or 17 percent of total 1995
           and 16 percent of total 1994 minutes, respectively.

<PAGE>

           (3) Increases in revenues  derived from other common carriers ("OCC")
           including MCI and Sprint.  OCC traffic  accounted for $8.5 million or
           28.6% and $7.5  million or 26.6% of total  revenues in 1995 and 1994,
           respectively. Both MCI and Sprint are major customers of the Company.
           Loss of one or both  of  these  customers  would  have a  significant
           detrimental  effect on  revenues  and on  contribution.  There are no
           other individual  customers,  the loss of which would have a material
           impact on the Company's revenues or gross profit.

           System  sales and  service  revenues  totaled  $1.9  million and $2.3
           million in 1995 and 1994, respectively.  The decrease in system sales
           and service  revenues is primarily  attributed to fewer larger dollar
           equipment  sales orders  received during the first quarter of 1995 as
           compared to the same period of 1994.

           Transmission  access and distribution  costs, which represent cost of
           sales for  transmission  services,  amounted  to  approximately  58.2
           percent and 58.9  percent of  transmission  revenues  during 1995 and
           1994,   respectively.   The  decrease  in  distribution  costs  as  a
           percentage of  transmission  revenues during 1995 as compared to 1994
           results from proportionate increases in revenues as compared to costs
           and decreases in access tariff charges  commencing July 1994,  offset
           by  increases  in  costs  associated  with  the  Company's  lease  of
           replacement transponder capacity as previously described.  Changes in
           distribution  costs as a  percentage  of  revenues  will occur as the
           Company's traffic mix changes. The Company is unable to predict if or
           when access  charge rates will change in the future and the impact of
           such changes on the Company's distribution costs.

           Total operating costs and expenses  increased 9.7 percent during 1995
           as  compared  to 1994.  Marketing  costs  were  increased  during the
           quarter  in  response  to the  marked  increase  in  advertising  and
           telemarketing  activity of the Company's competitor in advance of its
           anticipated   acquisition   by  AT&T   during  the  summer  of  1995.
           Non-recurring  costs  associated with  demonstration of the Company's
           prototype  rural  telecommunication  technology in the Senate Russell
           building  during the quarter  resulted in increased costs as compared
           to the prior year.  Operating  and  Engineering  costs  increased  in
           relation to the  increase in minutes of traffic  carried and in part,
           in anticipation of the Company's expansion efforts.  In general,  the
           Company has dedicated additional resources in certain areas to pursue
           longer term opportunities.  It must balance the desire to pursue such
           opportunities   with  the  need  to  continue   to  improve   current
           performance.

           Interest  expense  decreased  20.6 percent during 1995 as compared to
           1994.   The  decrease   resulted  from  reduction  of  the  Company's
           outstanding indebtedness.

           Income tax expense  totaled  $1,139,000  and  $1,009,000  in 1995 and
           1994,  respectively,  resulting  from the  application  of  statutory
           income tax rates to net earnings before income taxes. The Company has
           available  alternative minimum tax credits of approximately  $248,000
           which are available to reduce future federal regular income taxes, if
           any, over an indefinite period. In addition,  the Company has capital
           loss carryovers totaling  approximately $415,000 which expire in 1996
           and 1997. Tax benefits  associated with recorded deferred tax assets,
           net of valuation  allowances,  are  considered to be more likely than
           not realizable through future reversals of existing taxable temporary
           differences,   and  future  taxable  income  exclusive  of  reversing
           temporary differences and carryforwards.

           The  Alaska  economy  is  supported  in large part by the oil and gas
           industry.  ARCO  announced  a 715  person  downsizing  in July  1994.
           Similar downsizing was announced by other companies  operating in the
           oil and gas industry in Alaska for late 1994 and 1995.

<PAGE>
           The military  presence in the state of Alaska  provides a significant
           source of  revenues  to the  economy of the  state.  A  reduction  in
           federal  military  spending or closure of a major  facility in Alaska
           would have a substantial  adverse  impact on the state and would both
           directly and indirectly affect the Company. A reduction in the number
           of military  personnel  served by the Company and a reduction  in the
           number of private  lines  required by the armed  forces  would have a
           direct effect on revenues. Indirect effects would include a reduction
           of  services  provided  across the state in  support of the  military
           community  and as a result,  a reduction  in the number of  customers
           served by the Company and volume of traffic carried.

           The Pentagon released its  recommendations for military base closings
           and  realignments  in March 1995 for the fourth  and  possibly  final
           round of base  closings  since 1988.  A review  again within three or
           four years is  possible.  The  recommendations  propose  closure  and
           realignment  of 146 of  them  for  lack of need  and  realignment  of
           functions for the more efficient use of that inventory.

           The  following   military   installations   located  in  Alaska  were
           recommended  for closure or  realignment  in the report:  Fort Greely
           (realign, estimated loss of 438 military and 286 civilian jobs), Fort
           Wainwright  (realign,  estimated gain of 205 military and 56 civilian
           jobs),  NAF Adak  (closure,  estimated  loss of 540  military and 138
           civilian  jobs).  If  the  proposed  closures  and  realignments  are
           approved, the loss of jobs and associated revenues is not expected to
           have a material effect on the Company's operations.

           No  assurance  can  be  given  that  funding  for  existing  military
           installations   in  Alaska   will  not  be   adversely   affected  by
           reprioritization  of needs  for  military  installations  or  federal
           budget cuts in the future.

           In December 1991,  the Financial  Accounting  Standards  Board issued
           Statement of Financial  Standards  No. 107,  "Disclosures  about Fair
           Value of  Financial  Instruments"  ("SFAS  No.  107").  SFAS No.  107
           extends existing fair value disclosure practices for some instruments
           by  requiring  all  entities to disclose  the fair value of financial
           instruments,   both  assets  and   liabilities   recognized  and  not
           recognized,  in the  statement  of  financial  position.  The Company
           anticipates that the adoption of SFAS No. 107 in 1996 will not have a
           material effect on the consolidated financial statements.

           Effective January 1, 1994, the Company adopted Statement of Financial
           Accounting  Standards  No.  115  ("SFAS No.  115"),  "Accounting  for
           Certain  Investments in Debt and Equity  Securities".  Under SFAS No.
           115, securities when purchased,  are classified in either the trading
           account  securities  portfolio,  the  securities  available  for sale
           portfolio,  or the securities held to maturity portfolio.  Unrealized
           gains or losses on  securities  available  for sale are excluded from
           earnings  and  reported  as a net amount in a separate  component  of
           stockholders' equity. There was no cumulative effect on the financial
           statements   from  the  adoption  of  SFAS  No.  115.  The  Company's
           marketable  equity  securities  have been classified as available for
           sale  securities  and are  reported at their fair market  value which
           approximates  cost.  The Company held no trading  account  investment
           securities at December 31, 1994.

           In October 1994,  the  Financial  Accounting  Standards  Board issued
           Statement of Financial Accounting Standard No. 119, "Disclosure about
           Derivative   Financial   Instruments  and  Fair  Value  of  Financial
           Instrument"  ("SFAS  No.  119").  SFAS No. 119  requires  disclosures
           regarding   amount,   nature  and  terms  of   derivative   financial
           instruments, for instance futures, forward, swap and option contracts
           and other  instruments  with  similar  characteristics.  The  Company
           anticipates that the adoption of SFAS No. 119 in 1996 will not have a
           material effect on consolidated financial statements.

<PAGE>
           The Company generally has experienced increased costs in recent years
           due to the effect of  inflation  on the cost of labor,  material  and
           supplies,  and plant and equipment.  A portion of the increased labor
           and material and  supplies  costs  directly  affects  income  through
           increased  maintenance and operating costs. The cumulative  impact of
           inflation over a number of years has resulted in higher  depreciation
           expense and  increased  costs for current  replacement  of productive
           facilities.  However,  operating  efficiencies  have partially offset
           this  impact,  as have price  increases,  although  the  latter  have
           generally  not  been  adequate  to  cover   increased  costs  due  to
           inflation.  Competition  and other market factors limit the Company's
           ability to price services and products based upon inflation's  effect
           on costs.

<PAGE>



      II.  OTHER INFORMATION

(l)        Legal Proceedings

           Information  regarding pending legal proceedings to which the Company
           is a party is  included  in  Notes 9 and 10 of Notes to  Consolidated
           Financial Statements and is incorporated herein by reference.

(6)        Exhibits and Reports on Form 8-K

           (a)      Exhibits - None

           (b)      Reports on Form 8-K filed during the quarter ended March 31,
                      1995 - None


<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements 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.



                                                     GENERAL COMMUNICATION, INC.



May 10, 1995                          By:         /s/ Ronald A. Duncan
- ------------                                      --------------------          
   (Date)                                         Ronald A. Duncan, President 
                                                  and Director
                                                  (Principal Executive Officer)



May 10, 1995                          By:         /s/ John M. Lowber
- ------------                                      ------------------
   (Date)                                         John M. Lowber, Senior Vice 
                                                  President and Chief Financial
                                                  Officer
                                                  (Principal Financial Officer)



May 10, 1995                          By:         /s/ Alfred J. Walker
- ------------                                      -------------------
   (Date)                                         Alfred  J.  Walker, Vice 
                                                  President and Chief 
                                                  Accounting Officer
                                                  (Principal Accounting Officer)

<TABLE> <S> <C>


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<MULTIPLIER> 1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-END>                                   MAR-31-1995
<CASH>                                         3,023
<SECURITIES>                                   0
<RECEIVABLES>                                  15,101
<ALLOWANCES>                                   347
<INVENTORY>                                    525
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                          0
                                    0
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