10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission file number 000-28167

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 52-2126573
(I.R.S. Employer
Identification No.)

600 Telephone Avenue, Anchorage, Alaska 99503
(Address of Principal Executive Offices) (Zip Code)

(907) 297-3000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name, former address and former three months, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o       Accelerated filer þ       Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o      No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o      No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the registrant’s Common Stock, as of August 1, 2006, was 42,076,845.

TABLE OF CONTENTS

	Page
	Number
PART I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets (unaudited) As of June 30, 2006 and December 31, 2005		3
Consolidated Statements of Operations (unaudited) For the Three and Six Months Ended June 30, 2006 and 2005		4
Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) For the Six Months Ended June 30, 2006 and 2005		5
Consolidated Statements of Cash Flows (unaudited) For the Six Months Ended June 30, 2006 and 2005		6
Notes to Consolidated Financial Statements (unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28
PART II. Other Information
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3. Defaults upon Senior Securities		29
Item 4. Submission of Matters to a Vote of Security Holders		29
Item 5. Other Information		29
Item 6. Exhibits		30
Signatures		31
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

2

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Consolidated Balance Sheets

(Unaudited, In Thousands Except Per Share Amounts)

	June 30,			December 31,
	2006			2005
Assets
Current assets:
Cash and cash equivalents	$	32,123		$	28,877
Restricted cash		3,450			4,415
Short-term investments		—			10,525
Accounts receivable-trade, net of allowance of $6,742 and $6,206		38,289			41,080
Materials and supplies		10,318			7,885
Prepayments and other current assets		4,347			3,445
Total current assets		88,527			96,227
Property, plant and equipment		1,128,700			1,116,780
Less: accumulated depreciation		742,442			718,750
Property, plant and equipment, net		386,258			398,030
Goodwill		38,403			38,403
Intangible assets		21,604			21,688
Debt issuance cost		10,395			11,733
Deferred charges and other assets		20,059			10,332
Total assets	$	565,246		$	576,413
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Current portion of long-term obligations	$	1,003		$	683
Accounts payable — affiliates		2,963			2,844
Accounts payable, accrued and other current liabilities		51,007			54,920
Advance billings and customer deposits		9,735			9,712
Total current liabilities		64,708			68,159
Long-term obligations, net of current portion		437,538			444,895
Other deferred credits and long-term liabilities		80,411			82,223
Total liabilities		582,657			595,277
Stockholders’ equity (deficit):
Common stock, $.01 par value; 145,000 authorized, 46,625 and 46,230 issued and 42,076 and 41,681 outstanding, respectively		466			462
Treasury stock, 4,549 shares at cost		(18,443	)		(18,443	)
Paid in capital in excess of par value		319,088			333,522
Accumulated deficit		(329,593	)		(334,727	)
Accumulated other comprehensive income (loss)		11,071			322
Total stockholders’ equity (deficit)		(17,411	)		(18,864	)
Commitments and contingencies
Total liabilities and stockholders’ equity (deficit)	$	565,246		$	576,413

See Notes to Consolidated Financial Statements

3

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Consolidated Statements of Operations

(Unaudited, In Thousands Except Per Share Amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Operating revenues:
Local telephone	$	47,486		$	50,341		$	95,761		$	101,906
Wireless		26,946			21,354			51,454			38,410
Internet		6,089			5,508			12,075			10,569
Interexchange		4,550			4,022			8,423			7,748
Total operating revenues		85,071			81,225			167,713			158,633
Operating expenses:
Local telephone (exclusive of depreciation and amortization)		31,519			30,841			63,628			61,652
Wireless (exclusive of depreciation and amortization)		14,931			11,990			28,745			22,020
Internet (exclusive of depreciation and amortization)		6,696			5,590			14,588			10,839
Interexchange (exclusive of depreciation and amortization)		3,322			3,929			5,426			7,911
Depreciation and amortization		16,034			20,692			33,131			41,105
Loss (gain) on disposal of assets, net		383			—			1,105			(68	)
Total operating expenses		72,885			73,042			146,623			143,459
Operating income		12,186			8,183			21,090			15,174
Other income and expense:
Interest expense		(7,643	)		(8,865	)		(15,617	)		(18,631	)
Loss on extinguishment of debt		—			—			(9,650	)		(26,204	)
Interest income		402			412			794			906
Other		8,561			(42	)		8,517			(87	)
Total other income and expense		1,320			(8,495	)		(15,956	)		(44,016	)
Net income (loss)	$	13,506		$	(312	)	$	5,134		$	(28,842	)
Net income (loss) per share:
Basic	$	0.32		$	(0.01	)	$	0.12		$	(0.74	)
Diluted	$	0.31		$	(0.01	)	$	0.12		$	(0.74	)
Weighted average shares outstanding
Basic		41,989			40,896			41,891			38,824
Diluted		43,342			40,896			43,164			38,824

See Notes to Consolidated Financial Statements

4

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

Six Months Ended June 30, 2006 and 2005

(Unaudited, In Thousands Except Per Share Amounts)

						Paid in						Accumulated
						Capital in						Other
	Common		Treasury			Excess of			Accumulated			Comprehensive			Stockholders’
	Stock		Stock			Par			Deficit			Income (Loss)			Equity
Balance, December 31, 2004	$	352	$	(18,443	)	$	282,272		$	(293,092	)	$	(4,531	)	$	(33,442	)
Components of comprehensive loss:
Comprehensive income (loss) 3 months ended March 31		—		—			—			(28,530	)		2,457			(26,073	)
Comprehensive loss 3 months ended June 30		—		—			—			(312	)		(4,632	)		(4,944	)
Total comprehensive loss																(31,017	)
Dividends declared		—		—			(16,443	)		—			—			(16,443	)
Stock compensation costs		—		—			539			—			—			539
Issuance of 833 shares of common stock, $.01 par		8		—			4,673			—			—			4,681
Issuance of 9,897 shares of common stock, $.01 par		100		—			76,207			—			—			76,307
Balance, June 30, 2005	$	460	$	(18,443	)	$	347,248		$	(321,934	)	$	(6,706	)	$	625
Balance, December 31, 2005	$	462	$	(18,443	)	$	333,522		$	(334,727	)	$	322		$	(18,864	)
Components of comprehensive income:
Comprehensive income (loss) 3 months ended March 31		—		—			—			(8,372	)		5,649			(2,723	)
Comprehensive income 3 months ended June 30		—		—			—			13,506			5,100			18,606
Total comprehensive income																15,883
Dividends declared		—		—			(18,092	)		—			—			(18,092	)
Stock compensation costs		—		—			3,223			—			—			3,223
Cashless exercise of 122 stock plan shares and related taxes		—		—			(1,118	)		—			—			(1,118	)
Issuance of 395 shares of common stock pursuant to stock plans, $.01 par		4		—			1,553			—			—			1,557
Balance, June 30, 2006	$	466	$	(18,443	)	$	319,088		$	(329,593	)	$	11,071		$	(17,411	)

See Notes to Consolidated Financial Statements

5

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Consolidated Statements of Cash Flows

(Unaudited, In Thousands)

	Six Months Ended
	June 30,
	2006			2005
Cash Flows from Operating Activities:
Net income (loss)	$	5,134		$	(28,842	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		33,131			41,105
Loss (gain) on disposal of assets and asset impairments		1,105			(68	)
Gain on sale of long-term investments		(6,685	)		—
Amortization of debt issuance costs and original issue discount		4,213			14,477
Stock compensation costs		3,223			539
Other deferred credits		(3,534	)		(3,416	)
Changes in components of working capital:
Accounts receivable and other current assets		(544	)		(3,888	)
Accounts payable and other current liabilities		1,772			(7,903	)
Deferred charges and other assets		44			3,113
Net cash provided by operating activities		37,859			15,117
Cash Flows from Investing Activities:
Construction and capital expenditures		(26,937	)		(29,965	)
Purchase of short-term investments		(19,925	)		(67,745	)
Sale of short-term investments		30,450			83,000
Liquidation of long-term investments		7,663			—
Placement of funds in restricted account		—			(300	)
Release of funds from escrow		965			445
Net cash provided by investing activities		(7,784	)		(14,565	)
Cash Flows from Financing Activities:
Repayments of long-term debt		(61,463	)		(405,330	)
Proceeds from the issuance of long-term debt		52,900			335,000
Debt issuance costs		(1,349	)		(10,637	)
Payment of cash dividends on common stock		(17,356	)		(13,802	)
Issuance of common stock		439			88,206
Stock issuance costs		—			(7,817	)
Net cash used by financing activities		(26,829	)		(14,380	)
Increase (decrease) in cash		3,246			(13,828	)
Cash and cash equivalents at beginning of the period		28,877			50,660
Cash and cash equivalents at the end of the period	$	32,123		$	36,832
Supplemental Cash Flow Data:
Interest paid, net of capitalized interest	$	16,953		$	21,539
Decrease in accounts payable for construction and capital expenditures		6,279			—
Supplemental Noncash Transactions:
Interest rate swap	$	(10,749	)	$	2,175
Dividend declared, but not paid		(9,060	)		(8,303	)
Stock funding of pension		—			599

See Notes to Consolidated Financial Statements

6

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

Notes to Consolidated Financial Statements

(Unaudited, In Thousands Except Per Share Amounts)

1. DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Alaska Communications Systems Group, Inc., a Delaware corporation, and its Subsidiaries (the “Company” or “ACS Group”), is engaged principally in providing local telephone, wireless, Internet, interexchange network and other services to its retail consumer, business and wholesale customers in the State of Alaska through its telecommunications subsidiaries. The Company was formed in October of 1998 for the purpose of acquiring and operating telecommunications properties.

          The accompanying consolidated financial statements for the Company represent the consolidated financial position, results of operations and cash flows principally of the following entities:

• ACS Group

• Alaska Communications Systems Holdings, Inc. (“ACS Holdings”)

• ACS of Anchorage, Inc. (“ACSA”)

• ACS of the Northland, Inc. (“ACSN”)

• ACS of Alaska, Inc. (“ACSAK”)

• ACS of Fairbanks, Inc. (“ACSF”)

• ACS Wireless, Inc. (“ACSW”)

• ACS Internet, Inc. (“ACSI”)

• ACS Long Distance, Inc. (“ACSLD”)

          Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. However, the Company believes the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements and footnotes included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

          In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented. The results of operations for the three and six months ended June 30, 2006, are not necessarily indicative of the results of operations which might be expected for the entire year or any other interim periods.

Revenue Recognition

          Access revenue is recognized when earned. The Company participates in access revenue pools with other telephone companies. Such pools are funded by toll revenue and/or access charges regulated by the Regulatory Commission of Alaska (“RCA”) within the intrastate jurisdiction and the Federal Communications Commission (“FCC”) within the interstate jurisdiction. Much of the interstate access revenue is initially recorded based on estimates. These estimates are derived from interim financial statements, available separations studies and the most recent information available about achieved rates of return. These estimates are subject to adjustment in future accounting periods as additional operational information becomes available. To the extent that disputes arise over revenue settlements, the Company’s policy is to defer revenue collected until settlement methodologies are resolved and finalized. At June 30, 2006 and December 31, 2005, the Company had liabilities of $19,778 and $19,198, respectively, related to its estimate of refundable revenue.

Regulatory Accounting and Regulation

          The local telephone exchange operations of the Company account for costs in accordance with the accounting principles for regulated enterprises prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 71, Accounting for the Effects of Certain Types of Regulation. This accounting recognizes the economic effects of rate regulation by recording cost and a return on investment as such amounts are recovered through rates authorized by regulatory authorities. Accordingly, under SFAS No. 71, plant and equipment is depreciated over lives approved by regulators and certain costs and obligations are deferred based upon approvals received from regulators to permit recovery of such amounts in future years.

7

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

1. DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          The Company implemented, effective January 1, 2003, higher depreciation rates for its regulated telephone plant for the interstate jurisdiction, which management believes approximate the economically useful lives of the underlying plant. As a result, the Company has recorded a regulatory asset under SFAS No. 71 of $59,647 and $52,565 as of June 30, 2006 and December 31, 2005, respectively, related to depreciation of the regulated telephone plant allocable to its intrastate and local jurisdictions. If the Company were not following SFAS No. 71, it would have recorded additional cumulative depreciation expense in the six months ended June 30, 2006, of $7,082 for the intrastate and local jurisdictions. The Company also has a regulatory liability of $59,876 and $58,154 at June 30, 2006 and December 31, 2005, respectively, related to accumulated removal costs. If the Company were not following SFAS No. 71, it would have followed SFAS No. 143, Accounting for Asset Retirement Obligations. Non-regulated revenues and costs incurred by the local telephone exchange operations and non-regulated operations of the Company are not accounted for under SFAS No. 71 principles. SFAS No. 71 also requires revenue and costs generated between regulated and non-regulated group companies not be eliminated on consolidations; these revenues and costs totaled $8,007 and $7,729 for the three months ended June 30, 2006 and 2005, respectively, and $15,560 and $15,064 for the six months ended June 30, 2006 and 2005, respectively.

Income Taxes

          The Company did not record a provision for income taxes for the quarterly periods ended June 30, 2006 or 2005 as a result of operating results and current estimated operating results for the current fiscal year. The Company has recorded valuation allowances to fully reserve its deferred tax assets, as management believes it is more likely than not that these assets will not be realized. It is possible that management’s estimates as to the likelihood of realization of its deferred tax assets could change as a result of changes in estimated operating results. Should management conclude that these deferred tax assets are, at least in part, realizable; the valuation allowance will be reduced to the extent of such realization and recognized as a deferred income tax benefit in the statement of operations in the period of change.

Use of Estimates

          The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

2. NEW ACCOUNTING STANDARDS

          In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) 48, Accounting for Uncertainty in Income Taxes. FIN 48 will be effective for the Company on January 1, 2007. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company is currently in the process of quantifying the impact FIN 48 will have on its financial position and results of operations.

3. ASSET RETIREMENT OBLIGATION

          In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations. FIN 47 was effective for the Company on December 31, 2005, and required it to recognize asset retirement obligations which are conditional on a future event. Uncertainty about the timing or settlement of the obligation is factored into the measurement of the liability. The Company has a regulatory liability of $59,876 and $58,154 at June 30, 2006 and December 31, 2005, respectively, related to accumulated removal costs for its local telephone subsidiaries. Consistent with the industry, the Company follows SFAS No. 71, for asset retirement obligations associated with its regulated telephone plant. The Company’s assets are pooled and the depreciable lives set by the regulators include a removal component which, in effect, accounts for the cost of removal. Non-regulated operations of the Company are accounted for under the principles of SFAS No. 143 and FIN 47 for which the Company has recorded a retirement obligation of $1,026 and $836 as of June 30, 2006 and December 31, 2005, respectively. These costs were recorded as a result of the Company’s estimated obligation related to the removal of certain cell sites at the end of their operating lease term, adjusted for accretion over the life of the lease.

8

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

3. ASSET RETIREMENT OBLIGATION (Continued)

          The following table outlines the changes in the accumulated retirement obligation liability:

Balance, January 1, 2005	$	726
Asset retirement obligation		51
Accretion expense		59
Settlement of lease obligations		—
Balance, December 31, 2005	$	836
Asset retirement obligation		139
Accretion expense		51
Settlement of lease obligations		—
Ending Balance, June 30, 2006	$	1,026

4. EARNINGS PER SHARE

          Earnings per share are based on the weighted average number of shares of common stock and dilutive potential common share equivalents outstanding. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The Company includes dilutive stock options based on the treasury stock method. Potential common share equivalents, which consisted of options and restricted stock granted to employees, and deferred shares granted to directors resulted in dilutive earnings per share for the three and six months ended June 30, 2006. As the Company incurred a loss for the three and six months ended June 30, 2005, it excluded the anti-dilutive impact of options, restricted stock and deferred shares from its earnings per share calculation in those periods.

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2006		2006
Numerator:
Net income	$	13,506	$	5,134
Denominator:
Weighted Average Shares Outstanding
Total basic shares		41,989		41,891
Dilutive impact of:
Options		885		867
Restricted stock		406		344
Deferred shares		62		62
Total dilutive shares		43,342		43,164
Earnings per share:
Basic	$	0.32	$	0.12
Dilutive	$	0.31	$	0.12

5. STOCK INCENTIVE PLANS

          Under various plans, ACS Group, through the Compensation Committee of the Board of Directors, may grant stock options, stock appreciation rights and other awards to officers, employees and non-employee directors. At June 30, 2006, ACS Group has reserved a total of 10,060 shares (10.06 million) of authorized common stock for issuance under the plans. In general, options under the plans vest ratably over three, four or five years. After the plans terminate, all shares granted under the plan, prior to its termination, continue to vest under the terms of the grant when it was awarded.

9

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

5. STOCK INCENTIVE PLANS (Continued)

Alaska Communications Systems Group, Inc. 1999 Stock Incentive Plan

          ACS Group has reserved 7,160 shares under this plan, which was adopted by the Company in November 1999. At June 30, 2006, 8,511 equity instruments have been granted, 3,068 have been forfeited, 3,116 have been exercised or released, and 1,716 shares are available for grant under the plan.

Alaska Communications Systems Group, Inc. 1999 Employee Stock Purchase Plan (ESPP)

          This plan was also adopted by ACS Group in November 1999. ACS Group has reserved 1,550 shares under this plan. At June 30, 2006, 890 shares are available for issuance and sale. The plan will terminate on December 31, 2009. All ACS Group employees and all of the employees of designated subsidiaries generally will be eligible to participate in the purchase plan, other than employees whose customary employment is 20 hours or less per week or is for not more than five months in a calendar year, or who are ineligible to participate due to restrictions under the Internal Revenue Code.

          A participant in the purchase plan may authorize regular salary deductions of a maximum of 15% and a minimum of 1% of base compensation. The fair market value of shares which may be purchased by any employee during any calendar year may not exceed $25. The amounts so deducted and contributed are applied to the purchase of full shares of common stock at 85% of the lesser of the fair market value of such shares on the date of purchase or on the offering date for such offering period. The offering dates are January 1 and July 1 of each purchase plan year, and each offering period will consist of one six-month purchase period. The first offering period under the plan commenced on January 1, 2000. Shares are purchased on the open market or issued from authorized, but un-issued, shares on behalf of participating employees on the last business day of June and December for each purchase plan year, and each such participant has the rights of a stockholder with respect to such shares.

2003 Options for Officer Inducement Grant

          During 2003, the Company’s Board of Directors awarded 1,000 options as an inducement grant in hiring the Company’s Chief Executive Officer. As of June 30, 2006, 400 options have been exercised/converted and 600 are currently outstanding. The options were registered with the Securities Exchange Commission on Form S-8 during October 2004.

ACS Group, Inc. 1999 Non-Employee Director Stock Compensation Plan

          The non-employee director stock compensation plan was adopted by ACS Group in November 1999. ACS Group has reserved 350 shares under this plan. At June 30, 2006, 183 shares have been awarded and 167 shares are available for grant under the plan. In 2006 and 2005, the plan requires directors to receive not less than 50% of their annual retainer in the form of ACS Group’s stock and directors are permitted to elect up to 100% of their annual retainer in the form of ACS Group’s stock. For the three months ended June 30, 2006, five shares under the plan were awarded to directors, of which three were elected to be deferred until termination of service by the directors.

Adoption of SFAS No. 123(R), Share-Based Payment

          As of July 1, 2005, the Company adopted SFAS 123(R), Share-Based Payment, using the modified retrospective method applied to prior interim periods in the year of initial adoption, which requires measurement of compensation cost from January 1, 2005, for all unvested stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The adoption of SFAS No. 123(R) resulted in additional stock-based compensation expense of $539 for the six months ended June 30, 2005. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock on the date of grant, discounted for estimated dividend payments that do not accrue to the employee during the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with our valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123 Accounting for Stock-Based Compensation. Such value is recognized as expense over the service period, net of estimated forfeitures, using the straight

10

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

5. STOCK INCENTIVE PLANS (Continued)

line attribution method for stock-based payment grants from July 1, 2005 onwards and the graded vesting attribution method for legacy stock-based payment grants as prescribed by SFAS No.123(R).

          Total compensation cost for share-based payments was $3,223 and $539 for the six months ended June 30, 2006 2005, respectively. Accrued compensation expense associated with restricted shares yet to be awarded was $305 and $0 for the six months ended June 30, 2006 and 2005, respectively. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

          There were no options granted for the six months ended June 30, 2006 and seven options granted for the same period in 2005. There were 721 and 0 restricted stock grants for the six months ended June 30, 2006 and 2005, respectively. The following table describes the assumptions used for valuation of equity instruments awarded during the six months ended June 30, 2006 and 2005.

	2006			2005
Stock Options:
Risk free rate		—			4.21	%
Dividend yield		—			8.65	%
Expected volatility factor		—			40.17	%
Expected option life (years)		—			6.0
Expected forfeiture rate		—			2.00	%
Restricted stock grants:
Risk free rate		4.50	%		—
Dividend yield		7.94	%		—
Expected forfeiture rate		2.00	%		—

Options and Restricted Stock Outstanding

          Stock Options

          Proceeds from the exercise of stock options for the six months ended June 30, 2006 were $936. The Company chose to remit $210 of these proceeds, for payroll taxes, in exchange for shares surrendered back to the Company.

          Information on outstanding options under the plan for the six months ended June 30, 2006 is summarized as follows:

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Remaining		Intrinsic
	Shares			Price		Life		Value
Outstanding, January 1		1,981		$	5.56
Granted		—			—
Exercised		(288	)		5.23
Canceled or expired		(3	)		5.36
Outstanding at June 30, 2006		1,690			5.62		6.84		11,883
Exercisable at June 30, 2006		195		$	11.40		4.20	$	244

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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

5. STOCK INCENTIVE PLANS (Continued)

          Restricted Stock

          Select information on restricted stock under the plan for 2006 is as follows:

				Weighted
				Average
	Number of			Fair
	Shares			Value
Outstanding at January 1, 2006		724		$	8.70
Granted		721			9.73
Vested		(191	)		8.70
Canceled or expired		(16	)		8.80
Outstanding at June 30, 2006		1,238		$	9.17

          Equity instrument activity under the plan for 2006 and 2005 is as follows:

          (i) Unamortized stock-based payment and the weighted average expense period at June 30, 2006:

			Average Period
	Unamortized		to Expense
	Expense		(years)
Stock options	$	938		1.0
Restricted stock		9,613		2.1
Total	$	10,551		2.0

          (ii)Information on the fair value of equity instruments granted, shares vested, and options exercised is summarized as follows:

	Six Months Ended
	June 30,
	2006		2005
Weighted-average grant-date fair value of equity instruments granted	$	9.73	$	1.57
Total fair value of shares vested during the period	$	1,910	$	292
Total intrinsic value of options exercised	$	1,820	$	3,346

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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

6. RETIREMENT PLANS

          Pension benefits for substantially all of the Company’s employees are provided through the Alaska Electrical Pension Plan (“AEPP”). The Company pays a contractual hourly amount based on employee classification or base compensation. As a multi-employer defined contribution plan, the accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer. The Company has no responsibility for the benefit obligation other than the contractual contribution rate. The Company also provides a 401(k) retirement savings plan covering substantially all of its employees.

          The Company has a separate defined benefit plan that covers certain employees previously employed by Century Telephone Enterprise, Inc. (“CenturyTel Plan”). This plan was transferred to the Company in connection with the acquisition of CenturyTel, Inc.’s Alaska Properties. Existing plan assets and liabilities of the CenturyTel Plan were transferred to the ACS Retirement Plan on September 1, 1999. Accrued benefits under the ACS Retirement Plan were determined in accordance with the provisions of the CenturyTel Plan. Upon completion of the transfer to the Company, covered employees ceased to accrue benefits under the plan. On November 1, 2000, the ACS Retirement Plan was amended to conform early retirement reduction factors and various other terms to those provided by the AEPP. As a result of this amendment, prior service cost of $1,992 was recorded and will be amortized over the expected service life of the plan participants at the date of the amendment. The Company uses the traditional unit credit method for the determination of pension cost for financial reporting and funding purposes and complies with the funding requirements under the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company uses a December 31 measurement date for the plan.

          In April 2005, ACS Group registered 250 shares of the Company’s common stock under the “Alaska Communications Systems Retirement Plan” for the purpose of funding its retirement plans. On April 14, 2005, ACS Group funded the ACS Retirement Plan for the 2004 plan year with approximately $600 by transferring 62 shares in lieu of cash. During May and June 2005, the plan administrators sold the stock resulting in net proceeds after commissions of $581. In March 2006, the Company contributed $600 in cash for the 2005 plan year.

          The following table represents the net periodic pension expense for the ACS Retirement Plan for the three and six months ended June 30, 2006 and 2005:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Interest cost	$	189		$	191		$	381		$	379
Expected return on plan assets		(214	)		(206	)		(429	)		(407	)
Amortization of loss		113			123			222			237
Amortization of prior service cost		51			51			101			102
Net periodic pension expense	$	139		$	159		$	275		$	311

7. BUSINESS SEGMENTS

          The Company has four reportable segments: local telephone, wireless, Internet and interexchange. Local telephone provides landline telecommunications services and consists of local telephone service, network access and deregulated and other revenue; wireless provides wireless telecommunications service; Internet provides Internet service and advanced IP based private networks; and interexchange provides switched and dedicated long distance services. Each reportable segment is a strategic business offering different services than those offered by the other segments. The Company evaluates the performance of its segments based on operating income (loss).

          The Company also incurs interest expense, interest income, equity in earnings of investments and other operating and non-operating income and expense at the corporate level which are not allocated to the business segments, nor are they evaluated by the chief operating decision maker in analyzing the performance of the business segments. These non-operating income and expense items are provided in the accompanying table under the caption “All Other” in order to assist the users of these financial statements in reconciling the operating results and total assets of the business segments to the consolidated financial statements. Common use assets are held at ACS Holdings and are allocated to the business segments based on operating revenue. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

7. BUSINESS SEGMENTS (Continued)

          The following table illustrates selected financial data for each segment as of and for the three months ended June 30, 2006:

	Local
	Telephone			Wireless			Internet			Interexchange			All Other			Eliminations			Total
Operating revenues	$	47,486		$	26,960		$	6,152		$	6,314		$	2,637		$	(4,478	)	$	85,071
Depreciation and amortization		11,121			2,868			923			54			1,068			—			16,034
Operating income (loss)		2,737			8,267			(1,987	)		1,778			1,391			—			12,186
Interest expense		(89	)		(1	)		—			(44	)		(7,509	)		—			(7,643	)
Interest income		—			—			—			—			402			—			402
Income tax provision (benefit)		1,088			3,398			—			—			(4,486	)		—			—
Net income (loss)		1,560			4,868			(1,987	)		1,734			7,331			—			13,506
Total assets		409,853			138,958			36,716			23,162			6,157			(49,600	)		565,246
Capital expenditures		757			4,039			2,862			876			3,709			—			12,243

          Operating revenue disclosed above includes inter-segment operating revenue of $12,485 of which $4,478 is eliminated. By segment, affiliate revenue balances are as follows: local telephone, $7,133 of which $4 is eliminated; wireless, $689 of which $14 is eliminated; Internet, $112 of which $63 is eliminated; interexchange, $1,918 of which $1,764 is eliminated; and all other, $2,633 of which $2,633 is eliminated. In accordance with SFAS No. 71, affiliate revenue between local telephone and all other segments is not eliminated.

          The following table illustrates selected financial data for each segment as of and for the three months ended June 30, 2005:

	Local
	Telephone			Wireless			Internet			Interexchange			All Other			Eliminations			Total
Operating revenues	$	50,341		$	21,363		$	5,571		$	5,046		$	5,774		$	(6,870	)	$	81,225
Depreciation and amortization		13,180			2,616			977			83			3,836			—			20,692
Operating income (loss)		1,277			5,862			(1,289	)		347			1,986			—			8,183
Interest expense		(190	)		(1	)		—			(46	)		(8,628	)		—			(8,865	)
Interest income		—			—			—			—			412			—			412
Income tax provision (benefit)		681			2,411			—			—			(3,092	)		—			—
Net income (loss)		406			3,440			(1,289	)		301			(3,170	)		—			(312	)
Total assets		447,642			122,484			37,211			19,994			12,680			(41,648	)		598,363
Capital expenditures		6,494			2,963			13,654			(1,238	)		910			—			22,783

          Operating revenue disclosed above includes inter-segment operating revenue of $14,599 of which $6,870 is eliminated. By segment, affiliate revenue balances are as follows: local telephone, $6,876 of which $4 is eliminated; wireless, $641 of which $9 is eliminated; Internet, $109 of which $63 is eliminated; interexchange, $1,203 of which $1,024 is eliminated; and all other, $5,770 of which $5,770 is eliminated. In accordance with SFAS No. 71, affiliate revenue between local telephone and all other segments is not eliminated.

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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

7. BUSINESS SEGMENTS (Continued)

          The following table illustrates selected financial data for each segment as of and for the six months ended June 30, 2006:

	Local
	Telephone			Wireless			Internet			Interexchange			All Other			Eliminations			Total
Operating revenues	$	95,763		$	51,479		$	12,201		$	11,653		$	6,056		$	(9,439	)	$	167,713
Depreciation and amortization		22,590			5,578			1,954			113			2,896			—			33,131
Operating income (loss)		4,641			15,396			(5,112	)		3,988			2,177			—			21,090
Interest expense		(182	)		(2	)		—			(89	)		(15,344	)		—			(15,617	)
Loss on extinguishment of debt		—			—			—			—			(9,650	)		—			(9,650	)
Interest income		—			—			—			—			794			—			794
Income tax provision (benefit)		1,836			6,330			—			—			(8,166	)		—			—
Net income (loss)		2,623			9,064			(5,112	)		3,899			(5,340	)		—			5,134
Total assets		409,853			138,958			36,716			23,162			6,157			(49,600	)		565,246
Capital expenditures		4,855			5,812			4,081			1,448			4,462			—			20,658

          Operating revenue disclosed above includes inter-segment operating revenue of $24,999 of which $9,439 is eliminated. By segment, affiliate revenue balances are as follows: local telephone, $13,842 of which $9 is eliminated; wireless, $1,332 of which $25 is eliminated; Internet, $235 of which $126 is eliminated; interexchange, $3,541 of which $3,230 is eliminated; and all other, $6,049 of which $6,049 is eliminated. In accordance with SFAS No. 71, affiliate revenue between local telephone and all other segments is not eliminated.

          The following table illustrates selected financial data for each segment as of and for the six months ended June 30, 2005:

	Local
	Telephone			Wireless			Internet			Interexchange			All Other			Eliminations			Total
Operating revenues	$	101,906		$	38,429		$	10,696		$	9,476		$	11,411		$	(13,285	)	$	158,633
Depreciation and amortization		26,398			5,214			1,797			174			7,522			—			41,105
Operating income (loss)		4,301			9,927			(2,801	)		221			3,526			—			15,174
Interest expense		(261	)		(1	)		—			(92	)		(18,277	)		—			(18,631	)
Loss on extinguishment of debt		—			—			—			—			(26,204	)		—			(26,204	)
Interest income		—			—			—			—			906			—			906
Income tax provision (benefit)		1,826			4,097			—			—			(5,923	)		—			—
Net income (loss)		2,214			5,819			(2,801	)		129			(34,203	)		—			(28,842	)
Total assets		447,642			122,484			37,211			19,994			12,680			(41,648	)		598,363
Capital expenditures		10,621			3,262			14,362			(1,238	)		2,958			—			29,965

          Operating revenue disclosed above includes inter-segment operating revenue of $28,349 of which $13,285 is eliminated. By segment, affiliate revenue balances are as follows: local telephone, $13,388 of which $8 is eliminated; wireless, $1,198 of which $19 is eliminated; Internet, $233 of which $127 is eliminated; interexchange, $2,127 of which $1,728 is eliminated; and all other, $11,403 of which $11,403 is eliminated. In accordance with SFAS No. 71, affiliate revenue between local telephone and all other segments is not eliminated.

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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited, In Thousands Except Per Share Amounts)

8. COMMITMENTS AND CONTINGENCIES

          The Company is involved in various claims, legal actions and regulatory proceedings arising in the ordinary course of business and has recorded litigation reserves of $428 at June 30, 2006 against certain current claims and legal actions. The Company believes that the disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

          On July 15, 2002, the Company fulfilled a commitment to Crest Communications, LLC (“Crest”) a successor to Neptune Communications, LLC) to provide a loan for the aggregate principal amount of $15,000 in return for certain consideration. The Company has an agreement that enables it to purchase additional fiber optic capacity in future years from Crest. While the Company has an agreement with Crest, certain material terms of the agreement remain subject to continued renegotiation. The significant provisions of this agreement are: i) purchase commitments by the Company for capacity in 2006 of approximately $4,500, of which $3,303 was satisfied in the first six months of 2006, ii) Crest’s restoration of the Company’s traffic carried on another cable system, iii) and specific interconnection arrangements between the Company and Crest when the Company exercises its option to purchase certain network assets from Crest. See “Note 9, Other Events”, for more information on this transaction.

9. OTHER EVENTS

          In January 2006, the Company executed definitive agreements to assume ownership of strategic fiber optic cable network assets from Crest. Pursuant to a 2002 agreement with Crest, the Company was granted an option to exchange its $15,000 note for certain strategic assets. The Company exercised its option in April 2005 to assume ownership of such assets. On April 17, 2006, the closing occurred whereby ACS assumed ownership of significant fiber optic transport facilities then owned by Crest in Alaska between Whittier and Anchorage, and between Anchorage and Fairbanks. The company recorded a gain of $1,979 on the intrinsic value of the option exercise and invested $1,101 in additional fiber capacity to the lower 48 states.

          On April 11, 2006, the Company received $7,663 in cash from the liquidation of the Rural Telephone Bank (“RTB”). The Company recognized a gain during the quarter ending June 30, 2006 of $6,685 from the liquidation of its investment in Class C RTB stock, which had a carrying value of $978.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements and Analysts’ Reports

          This Form 10-Q and future filings by Alaska Communications Systems Group, Inc. and its consolidated subsidiaries (“we”, “our”, “us” the “Company,” and “ACS Group”) on Forms 10-K, 10-Q and 8-K and the documents incorporated therein by reference include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these provisions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, pricing plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,” “seeks,” “should” and variations of these words and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Forward-looking statements by us are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Such forward-looking statements may be contained in this Form 10-Q under “Management’s discussion and analysis of financial condition and results of operations” and elsewhere. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by us as a result of a number of important factors. Examples of these factors include (without limitation):

• rapid technological developments and changes in the telecommunications industries;

• our competitive environment;

• ongoing deregulation (and the resulting likelihood of significantly increased price and product/service competition) in the telecommunications industry as a result of the Telecommunications Act of 1996, or the Telecommunications Act, and other similar federal and state legislation and the federal and state rules and regulations enacted pursuant to that legislation;

• changes in revenue from Universal Service Funds;

• regulatory limitations on our ability to change our pricing for communications services;

• the possible future unavailability of Statement of Financial Accounting Standards, or SFAS, No. 71, Accounting for the Effects of Certain Types of Regulation, to our wireline subsidiaries;

• our ability to bundle our products and services;

• changes in the demand for our products and services;

• changes in general industry and market conditions and growth rates;

• changes in interest rates or other general, national, regional or local economic conditions;

• governmental and public policy changes;

• our ability to generate sufficient earnings and cash flows to continue to make dividend payments to our stockholders;

• the continued availability of financing in the amounts, at the terms, and subject to the conditions necessary to support our future business;

• the success of any future acquisitions;

• changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States; and

• the matter described under “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

          In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. Additional risks that we may currently deem immaterial or that are not currently known to us could also cause the forward-looking events discussed in this Form 10-Q or our other reports not to occur as described. Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Form 10-Q.

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          Investors should also be aware that while we do, at various times, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential information. Accordingly, investors should not assume that we agree with any statement or report issued by an analyst irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

Introduction

          The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and the other financial information included elsewhere in this Form 10-Q.

Alaska Communications Systems Group

          We generate revenue primarily through:

• the provision of local telephone services, including:

§	basic local service to retail customers within our service areas;
§	wholesale service to Competitive Local Exchange Carriers (“CLECs”);
§	network access services to interexchange carriers for origination and termination of interstate and intrastate long distance phone calls;
§	enhanced services;
§	ancillary services, such as billing and collection; and
§	universal service payments;

• the provision of wireless services;

• the provision of Internet services; and

• the provision of interexchange network long-distance and data services.

          In addition, we provide video entertainment services through our partnership with the satellite operator, DISH Network.

          Local Telephone — We are the largest Local Exchange Carrier (“LEC”) in Alaska. Basic local service is generally provided at a flat monthly rate and allows the user to place unlimited calls within a defined local calling area. Access revenues are generated, in part, by billing interexchange carriers for access to the LECs local network and its customers and, in part, by billing the local customers themselves. Universal service revenues are a subsidy paid to rural LECs to support the high cost of providing service in rural markets.

          Changes in revenue are largely attributable to changes in the number of access lines, local service rates and minutes of use. Other factors can also impact revenue, including:

• intrastate and interstate revenue settlement methodologies;

• authorized rates of return for regulated services;

• whether an access line is used by a business or consumer subscriber;

• intrastate and interstate calling patterns;

• customers’ selection of various local rate plan options;

• selection of enhanced calling services, such as voice mail; and

• other subscriber usage characteristics.

          LECs have three basic tiers of customers:

• consumer and business customers located in our local service areas that pay for local phone service and a portion of network access;

• interexchange carriers that pay for access to long distance calling customers located within our local service areas; and

• CLECs that pay for wholesale access to our network in order to provide competitive local service on either a wholesale or Unbundled Network Element (“UNE”) basis as prescribed under the Telecommunications Act.

18

          LECs provide access service to numerous interexchange carriers and may also bill and collect long distance charges from interexchange carrier customers on behalf of the interexchange carriers. The amount of access charge revenue associated with a particular interexchange carrier varies depending on long distance calling patterns and the relative market share of each long distance carrier.

          Our local service rates for end users are authorized by the RCA. Authorized rates are set by the FCC, and the RCA for interstate and intrastate access charges, respectively, and may change from time to time.

          Wireless — We are the second largest statewide provider of wireless services in Alaska, currently serving over 123,000 subscribers. Our wireless network footprint covers over 533,000 residents, including all major population centers and highway and ferry corridors. We offer wireless service primarily on our digital network known as CDMA 1xRTT, which provides customers with improved voice call quality, average mobile data speeds of 70-80kbps and provides a platform for the launch of enhanced services. We offer wireless broadband service based on EV-DO which enables high speed data connectivity with speeds that burst up to 2mbps to our wireless markets in Anchorage, Fairbanks, and Juneau. We also maintain a TDMA wireless network for our customers who have not yet upgraded to CDMA. We estimate that our CDMA service currently covers 78% of the state of Alaska’s population of approximately 664,000 residents.

          Internet — We are the second largest provider of Internet access services in Alaska with over 54,000 customers. We offer dial-up and dedicated DSL Internet access to our customers. We are also a single source provider of advanced IP based private networks in Alaska.

          Interexchange — We provide switched and dedicated long distance services to over 60,000 customers in Alaska. The traffic from these customers is carried over our owned or leased facilities.

          Video Entertainment — We provide video entertainment services on a resale basis through our partnership with the satellite provider, DISH Network. The current agreement with the provider became effective in August 2003 and will either be renegotiated or will terminate in December 2006.

Critical Accounting Policies and Accounting Estimates

          Management is responsible for the financial statements herein and has evaluated the accounting policies used in their preparation. Management believes these policies to be reasonable and appropriate. Our significant accounting policies are described in Note 1, “Description of Company and Summary of Significant Accounting Policies,” to the Alaska Communications Systems Group, Inc. Consolidated Financial Statements. The following discussion identifies those accounting policies that management believes are critical in the preparation of our financial statements, the judgments and uncertainties affecting the application of those policies, and the possibility that materially different amounts would be reported under different conditions or using different assumptions.

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the significant estimates affecting the financial statements are those related to the realizable value of accounts receivable, long-lived assets (in particular, those assets accounted for under SFAS No. 71, Accounting for the Effects of Certain Types of Regulation), stock-based compensation, income taxes, network access revenue reserves and litigation reserves. Actual results may differ from those estimates.

          We use an allowance method to estimate the net realizable value of accounts receivable. As of June 30, 2006, the allowance for doubtful accounts receivable was $6.7 million. Actual collection results could vary from this estimate.

          Access revenue is recognized when earned. We participate in access revenue pools with other telephone companies. Such pools are funded by toll revenue and/or access charges regulated by the RCA within the intrastate jurisdiction and the FCC within the interstate jurisdiction. Much of the interstate access revenue is initially recorded based on estimates. These estimates are derived from interim financial statements, available separations studies and the most recent information available about achieved rates of return. These estimates are subject to adjustment in future accounting periods as additional operational information becomes available. To the extent that disputes arise over revenue settlements, our policy is to defer revenue

19

collected until settlement methodologies are resolved and finalized. At June 30, 2006, we had recorded liabilities of $19.8 million related to our estimate of refundable access revenue. Actual results could vary from this estimate.

          We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes reflect the temporary differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likely than not that such deferred tax assets will not be realized. The cumulative valuation allowance against deferred tax assets was $130.9 million as of June 30, 2006, which represents 100% of all deferred tax assets.

          Our local telephone exchange operations account for costs in accordance with the accounting principles for regulated enterprises prescribed by SFAS No. 71. This accounting recognizes the economic effects of rate regulation by recording cost and a return on investment as such amounts are recovered through rates authorized by regulatory authorities. Accordingly, under SFAS No. 71, plant and equipment is depreciated over lives approved by regulators and certain costs and obligations are deferred based upon approvals received from regulators to permit recovery of such amounts in future years.

          The Company implemented, effective January 1, 2003, higher depreciation rates for its regulated telephone plant for the interstate jurisdiction, which management believes approximate the economically useful lives of the underlying plant. As a result, the Company has recorded a regulatory asset under SFAS No. 71 of $59.6 million and $52.6 million as of June 30, 2006 and December 31, 2005, respectively, related to depreciation of the regulated telephone plant allocable to its intrastate and local jurisdictions. If the Company were not following SFAS No. 71, these costs would have been charged to expense as incurred. The Company also has a regulatory liability of $59.9 million and $58.2 million at June 31, 2006 and December 31, 2005, respectively, related to accumulated removal costs on the local exchange subsidiaries. If the Company were not following SFAS No. 71, it would have followed SFAS No. 143 for asset retirement obligations associated with its regulated telephone plant. SFAS No. 71 also requires revenue and costs generated between regulated and non-regulated companies not be eliminated on consolidation; these revenues and costs totaled $15.6 million and $15.1 million for the six months ended June 30, 2006 and 2005, respectively. Non-regulated revenues and costs incurred by the local telephone exchange operations and non-regulated operations of the Company are not accounted for under SFAS No. 71 principles.

          Goodwill and indefinite-lived intangible assets are assessed for impairment on at least an annual basis. SFAS No. 142 requires that goodwill be tested for impairment at the reporting unit level upon adoption and at least annually thereafter, utilizing a two-step methodology. The initial step requires us to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill, of such unit. If the fair value exceeds the carrying value, no impairment loss would be recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment is then measured in the second step. We determined the fair value of each reporting unit for purposes of this test primarily by using a discounted cash flow valuation technique. Significant estimates used in the valuation include estimates of future cash flows, both future short-term and long-term growth rates, and estimated cost of capital for purposes of arriving at a discount factor. At June 30, 2006, we had recorded goodwill of $38.4 million applicable to our local telephone and wireless segments and intangible assets of $21.6 million related primarily to our wireless segment, of which none was considered impaired.

          As of July 1, 2005, we adopted SFAS No. 123(R), which requires us to measure compensation cost for all outstanding unvested share-based awards at fair value and recognize compensation over the service period for awards expected to vest. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from our estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results may differ substantially from these estimates. As a result of the adoption of SFAS No. 123(R), and the issuance of restricted stock, we recorded $1.6 million and $3.2 million of stock-based compensation for the three and six months ended June 30, 2006, respectively.

          We are involved in various claims, legal actions and regulatory proceedings arising in the ordinary course of business, and have recorded litigation reserves of $0.4 million against certain claims and legal actions as of June 30, 2006. We believe that the disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows beyond the amounts already recorded. Estimates involved in developing these litigation reserves could change as these claims, legal actions and regulatory proceedings progress.

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Employees

          As of June 30, 2006, we employed approximately 984 regular full-time employees and 8 regular part-time employees. Of these employees, 78.6% are represented by the International Brotherhood of Electrical Workers, Local 1547 (“IBEW”). Management considers employee relations to be good with both the represented and non-represented workforce.

RESULTS OF OPERATIONS

          All amounts are discussed at the consolidated level after the elimination of affiliate revenue and expense.

Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

          Operating Revenue

          Operating revenue increased $3.8 million, or 4.7%, for the three months ended June 30, 2006 compared to the three months ended June 30, 2005. Wireless, Internet and interexchange revenue increased compared to the corresponding period of 2005, while local telephone revenue decreased compared to the corresponding period of 2005.

          Local Telephone. Local telephone revenue, which consists of local network service, network access and deregulated and other revenue, decreased $2.9 million, or 5.7%, for the three months ended June 30, 2006 compared to the same period in 2005.

          The following table summarizes the Company’s consolidated local telephone revenue by category:

	Three Months Ended
	June 30,
	2006		2005
	(in thousands)
Local telephone revenue:
Local network service	$	20,159	$	21,512
Network access		22,093		22,798
Deregulated and other		5,234		6,031
Total local telephone revenue	$	47,486	$	50,341

          The following table summarizes our local telephone access lines:

	As of June 30,
	2006		2005
Local telephone access lines:
Retail		197,031		203,224
Wholesale		12,504		15,109
Unbundled network elements — loop (UNE — L)		46,482		59,271
Unbundled network elements — platform (UNE — P)		6,749		6,454
Total local telephone access lines		262,766		284,058

          Local network service revenue decreased $1.4 million or 6.3% for the three months ended June 30, 2006, compared to the three months ended June 30, 2005, while access lines in service decreased 7.5% to 262,766. The decrease in revenue primarily reflects the net effect of access line losses.

          Consistent with the U.S. telecommunications industry trend, we experienced a loss of local telephone access lines as customers migrated to broadband Internet services reducing demand for second lines, migrated to cable telephony, or replaced landline service with wireless service. Our primary competitor is deploying cable telephony and continues to switch its UNE-L provisioned subscribers over to its own network in the Anchorage market.

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          Network access revenue is based on a regulated return on rate base and recovery of allowable expenses associated with the origination and termination of toll calls for our retail and resale customers. Network access revenue decreased $0.7 million, or 3.1%, for the three months ended June 30, 2006, compared to the same period in 2005, driven in part by a shift in voice traffic to wireless networks. Management expects that network access revenue will decline as a component of local telephone revenue for the foreseeable future.

          Deregulated and other revenue consists principally of billing and collection services, space and power rents, deregulated equipment sales (“CPE”), voice mail revenue, regulated directory listing revenue, and other miscellaneous telephone revenue. Deregulated revenue decreased $0.8 million, or 13.2%, for the three months ended June 30, 2006, compared to the three months ended June 30, 2005 as the result of a decrease in CPE sales and a decline in billing and collection revenue due to renegotiated affiliate contracts.

          Wireless. Wireless revenue increased $5.6 million, or 26.2%, to $26.9 million for the three months ended June 30, 2006 compared to $21.4 million for the three months ended June 30, 2005. This increase is due primarily to the following:

• growth in average subscribers of 15.7% for the three months ended June 30, 2006 over the prior year period;

• an increase in quarterly average revenue per unit, or ARPU, of 1.7% to $56.51 for the three months ended June 30, 2006, from $55.55 for the three months ended June 30, 2005, primarily as a result of improved subscriber mix with a higher proportion of post paid retail subscribers, increased plan revenue, feature revenue, roaming revenue, regulatory surcharges and receipt of CETC funding status on January 1, 2005 which added $9.32 and $7.31 to cellular ARPU in the second quarter of 2006 and 2005 respectively;

• higher phone and accessory sales in the three months ended June 30, 2006 resulting in $2.0 million of handset revenue compared to $1.8 million for the three months ended June 30, 2005;

• higher revenue from non-ACS customers roaming on our network resulting in third-party roaming revenue increasing to $3.6 million from $1.5 million for the three months ended June 30, 2006 and 2005, respectively;

• revenue and ARPU increase offset by a $0.7 million net increase in reserves, including an $0.8 million increase due to a refinement in collection estimates for a customer segment based on experience.

          Internet. Internet revenue increased $0.6 million, or 10.5%, for the three months ended June 30, 2006 compared to the three months ended June 30, 2005, primarily as a result of growth in data sales to businesses and DSL subscribers, which increased 35.5% to 39,982 at June 30, 2006 from 29,502 at June 30, 2005. This increase was partially offset by a decline in our dial up customer base.

          Interexchange. Interexchange revenue increased $0.5 million, or 13.1%, for the three months ended June 30, 2006, compared to the three months ended June 30, 2005. Long distance subscribers increased to 60,556 at June 30, 2006, from 50,701 at June 30, 2005 and non-affiliate quarterly minutes of use increased to 30.0 million for the three months ended June 30, 2006, from 29.0 million for the three months ended June 30, 2005.

          Operating Expense

          Operating expense decreased $0.2 million, or 0.2%, to $72.9 million for the three months ended June 30, 2006, from $73.0 million for the three months ended June 30, 2005. Depreciation and amortization associated with the operation of each of our segments has been included in total depreciation and amortization.

          Local Telephone. The components of local telephone expense are plant specific operations, plant non-specific operations, customer operations, corporate operations and property and other operating tax expense. Local telephone expense increased $0.7 million to $31.5 million for the three months ended June 30, 2006 from $30.8 million for the three months ended June 30, 2005. The increase in local telephone expense was substantially attributable to a $1.2 million increase in stock compensation expense associated with a broader base of employees eligible to receive incentive driven compensation and a $0.2 million increase in property taxes, offset by a $0.7 decrease in CPE COGS.

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          Wireless. Wireless expense increased $2.9 million, or 24.5%, for the three months ended June 30, 2006 compared to the three months ended June 30, 2005. The 15.0% increase in total subscribers and the continued TDMA to CDMA conversion resulted in an increase of $0.8 million in handset, accessory and data content expense. As of June 30, 2006, 85% of our retail customer base resided on our CDMA network. The network build out resulted in $1.0 million of additional expense. Advertising increased $0.6 million and we experienced an increase in regulatory charges and outsourced billing and provisioning costs of $0.6 million, directly associated with an increase in subscribers and end user revenue.

          Internet. Internet expense increased by $1.1 million, or 19.8%, to $6.7 million in 2006, from $5.6 million in 2005. Consistent with the growth in DSL subscriber base, we saw an increase of $0.8 million in DSL COGS including $0.3 million for modems which we capitalized in the prior year and $0.4 million in ISP access and circuit expenses. We also experienced a $0.6 million increase in labor expense driven by customer service related functions supporting our DSL products. Offsetting these expenses, advertising was $0.3 million lower than the prior year.

          Interexchange. Interexchange expenses decreased by $0.6 million, or 15.4% to $3.3 million for the three months ended June 30, 2006 compared to $3.9 million for the three months ended June 30, 2005. The decline is primarily attributable to a $1.1 million reduction in affiliate billing and collection charges arising from an amended contract, offset by a $0.2 million increase in labor expense.

          Depreciation and amortization. Depreciation and amortization expense decreased $4.7 million, or 22.5%, for the three months ended June 30, 2006 compared to the three months ended June 30, 2005. The decrease is due to certain asset classes reaching their maximum depreciable lives.

          Other income and expense

          Other income and expense has increased by $9.8 million. The increase is primarily attributable to a receipt of $7.7 million for the liquidation of the Rural Telephone Bank, resulting in a gain of $6.7 million, as well as a decrease of $1.2 million in interest expense due to our improved debt structure in 2006. Additionally the settlement of our transaction to purchase the Alaska terrestrial assets from Crest resulted in a gain of $2.0 million. See “Note 9, Other Events”, for more information on these transactions.

          Income Taxes

          We have fully reserved the income tax benefit resulting from the consolidated losses we have incurred since May 14, 1999, the date of the acquisition of substantially all of our operations.

          Net income (loss)

          The increase in net income is primarily a result of the factors discussed above.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

          Operating Revenue

          Operating revenue increased $9.1 million, or 5.7%, for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. Wireless, Internet and interexchange revenue increased compared to the corresponding period of 2005, while local telephone revenue decreased compared to the corresponding period of 2005.

          Local Telephone. Local telephone revenue, which consists of local network service, network access and deregulated and other revenue, decreased $6.1 million, or 6.0%, for the six months ended June 30, 2006 compared to the same period in 2005.

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          The following table summarizes the Company’s consolidated local telephone revenue by category:

	Six Months Ended
	June 30,
	2006		2005
	(in thousands)
Local telephone revenue:
Local network service	$	40,056	$	43,730
Network access		46,119		46,148
Deregulated and other		9,586		12,028
Total local telephone revenue	$	95,761	$	101,906

          The following table summarizes our loc cal telephone access lines:

	As of June 30,
	2006		2005
Local telephone access lines:
Retail		197,031		203,224
Wholesale		12,504		15,109
Unbundled network elements — loop (UNE — L)		46,482		59,271
Unbundled network elements — platform (UNE — P)		6,749		6,454
Total local telephone access lines		262,766		284,058

          Local network service revenue decreased $3.7 million or 8.4% for the six months ended June 30, 2006, compared to the six months ended June 30, 2005, while access lines in service decreased 7.5% to 262,766. The decrease in revenue primarily reflects the net effect of access line losses.

          Consistent with the U.S. telecommunications industry trend, we experienced a loss of local telephone access lines as customers migrated to broadband Internet services reducing demand for second lines, migrated to cable telephony, or replaced landline service with wireless service. Our primary competitor is deploying cable telephony and continues to switch its UNE-L provisioned subscribers over to its own network in the Anchorage market.

          Network access revenue is based on a regulated return on rate base and recovery of allowable expenses associated with the origination and termination of toll calls for our retail and resale customers. Network access revenue remained flat, for the six months ended June 30, 2006, compared to the same period in 2005, primarily due to settlements with interexchange carriers in the first quarter of 2006. Management expects that network access revenue will decline as a component of local telephone revenue for the foreseeable future.

          Deregulated and other revenue consists principally of billing and collection services, space and power rents, deregulated equipment sales (“CPE”), voice mail revenue, regulated directory listing revenue, and other miscellaneous telephone revenue. Deregulated revenue decreased $2.4 million, or 20.3%, for the six months ended June 30, 2006, compared to the six months ended June 30, 2005 as the result of a decrease in CPE sales and a decline in billing and collection revenue due to amended affiliate contracts.

          Wireless. Wireless revenue increased $13.0 million, or 34.0%, to $51.5 million for the six months ended June 30, 2006 compared to $38.4 million for the six months ended June 30, 2005. This increase is due primarily to the following:

• growth in average subscribers of 16.2% for the six months ended June 30, 2006 over the prior year period;

• an increase in YTD average revenue per unit, or ARPU, of 9.9% to $56.90 for the six months ended June 30, 2006, from $51.78 for the six months ended June 30, 2005, primarily as a result of improved subscriber mix with a higher proportion of post paid retail subscribers, increased plan revenue, feature revenue, roaming revenue, regulatory surcharges and receipt of CETC funding status on January 1, 2005 which added $9.13 and $5.71 to cellular ARPU in the six months of 2006 and 2005 respectively;

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• higher phone and accessory sales in the six months ended June 30, 2006 resulting in $3.6 million of handset revenue compared to $3.2 million for the six months ended June 30, 2005;

• higher revenue from non-ACS customers roaming on our network resulting in third-party roaming revenue increasing to $5.5 million from $2.2 million for the six months ended June 30, 2006 and 2005, respectively;

• revenue and ARPU increase offset in part by a $0.9 million increase in receivable reserves, $0.8 of which is due to a refinement in collection estimates for a customer segment based on experience.

          Internet. Internet revenue increased $1.5 million, or 14.2%, for the six months ended June 30, 2006 compared to the six months ended June 30, 2005, primarily as a result of growth in data sales to businesses and DSL subscribers, which increased 35.5% to 39,982 at June 30, 2006 from 29,502 at June 30, 2005. This increase was partially offset by a decline in our dial up customer base.

          Interexchange. Interexchange revenue increased $0.7 million, or 8.7%, for the six months ended June 30, 2006, compared to the six months ended June 30, 2005. Long distance subscribers increased to 60,556 at June 30, 2006, from 50,701 at June 30, 2005 and non-affiliate minutes of use increased to 59.2 million for the six months ended June 30, 2006, from 57.4 million for the six months ended June 30, 2005.

          Operating Expense

          Operating expense increased $3.2 million, or 2.2%, to $146.6 million for the six months ended June 30, 2006, from $143.5 million for the six months ended June 30, 2005. Depreciation and amortization associated with the operation of each of our segments has been included in total depreciation and amortization.

          Local Telephone. The components of local telephone expense are plant specific operations, plant non-specific operations, customer operations, corporate operations and property and other operating tax expense. Local telephone expense increased $2.0 million to $63.6 million for the six months ended June 30, 2006 from $61.7 million for the six months ended June 30, 2005. The increase in local telephone expense was substantially attributable to a $2.3 million increase in stock compensation expense associated with a broader base of employees eligible to receive incentive driven compensation.

          Wireless. Wireless expense increased $6.7 million, or 30.5%, for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. The increase in total subscribers and the continued TDMA to CDMA conversion resulted in an increase of $2.2 million in handset, accessory and data content expense. As of June 30, 2006, 85% of our retail customer base resided on our CDMA network. The network build out resulted in $2.7 million of additional expense. Advertising increased $0.6 million and we experienced an increase in regulatory charges and outsourced billing and provisioning costs of $1.3 million, directly associated with an increase in subscribers and end user revenue.

          Internet. Internet expense increased by $3.7 million, or 34.6%, to $14.6 million in 2006, from $10.8 million in 2005. Consistent with the growth in DSL subscriber base, we saw an increase of $2.1 million in DSL COGS including $0.6 million for modems which we capitalized in the prior year and $0.8 million in ISP access and circuit expenses. We also experienced a $1.4 million increase in labor expense driven by customer service related functions supporting our DSL products.

          Interexchange. Interexchange expenses decreased by $2.5 million, or 31.4% to $5.4 million for the six months ended June 30, 2006 compared to $7.9 million for the six months ended June 30, 2005. The decline is attributable to the receipt of $1.0 million in prior year access charge credits, as well as $2.0 million in amended affiliate billing and collection contracts, and improved allocations with our wireless segment offset by an increase of $0.4 in labor expenses.

          Depreciation and amortization. Depreciation and amortization expense decreased $8.0 million, or 19.4%, for the six months ended June 30, 2006 compared to the six months ended June 30, 2005. The decrease is due to certain asset classes reaching their maximum depreciable lives.

          Other income and expense

          Other income and expense has increased $28.0 million in the six months ended June 30, 2006 over the prior year. Loss on extinguishment of debt decreased by $16.6 million to $9.6 million for the six months ended June 30, 2006 compared to $26.2 million for the six months ended June 30, 2005. Loss on extinguishment of debt charges arose from

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various accretive debt restructuring transactions. Tender premiums were $6.4 million in the period ended June 30, 2006 compared to $12.8 million in 2005 and the write off of unamortized debt issuance costs and settlement of original issue discounts were $3.3 million in 2006 compared to $13.4 in the same period last year. Interest expense decreased by $3.0 million for the six months ended June 30, 2006 compared to the six months ended June 30, 2005, as a result of our debt restructuring activities. Additionally, the receipt of $7.7 million for the liquidation of the Rural Telephone Bank was recorded in April of 2006. The receipt resulted in a gain of $6.7 million. We also settled our transaction to purchase the Alaska terrestrial assets from Crest resulted in a gain of $2.0 million. See “Note 9, Other Events”, for more information on these transactions.

          Income Taxes

          We have fully reserved the income tax benefit resulting from the consolidated losses we have incurred since May 14, 1999, the date of the acquisition of substantially all of our operations.

          Net income (loss)

          The increase in net loss is primarily a result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

          Sources

          We have satisfied our cash requirements in the first two quarters of 2006 for operations, capital expenditures and debt service primarily through internally generated funds, and debt financing. For the six months ended June 30, 2006, our net cash flows provided by operating activities were $37.9 million. At June 30, 2006, we had approximately $23.8 million in net working capital, approximately $32.1 million in cash and cash equivalents and $3.5 million in restricted cash. As of June 30, 2006, we had $45.0 million of remaining capacity under our revolving credit facility, representing 100% of available capacity.

          From time to time we make purchases of our outstanding debt securities on the open market or in negotiated transactions. The timing and amount of such purchases, if any, will depend upon cash needs and market conditions, among other things. The 2005 senior secured credit facility contains a number of restrictive covenants and events of default, including covenants limiting capital expenditures, incurrence of debt, and payment of dividends. The 2005 senior credit facility also requires that we achieve certain financial ratios quarterly. In the first quarter of 2006, we engaged in certain transactions affecting our 2005 senior credit facility and our outstanding debt securities. In the first quarter of 2006, we amended our 2005 credit facility, increasing our term loan and paying off our higher interest debt. We entered into new interest swap agreements and with other swaps outstanding we have effectively hedged LIBOR on our entire term loan.

          In April 2006, we received approximately $7.7 million in cash from the redemption of our investment in Class C RTB stock. The investment was accounted for under the cost method and had a carrying value of approximately $1.0 million. We recognized a gain of approximately $6.7 million from the liquidation of this investment.

          In addition, in April 2006, the Regulatory Commission of Alaska granted CETC status in the areas served by Ketchikan Public Utilities and Copper Valley Telephone Cooperative. We do not expect to receive revenue as a result of this action until 2007.

          Uses

          Our networks require the timely maintenance of plant and infrastructure. Our historical capital expenditures have been significant. The construction and geographic expansion of our wireless network has required significant capital. The implementation of our interexchange network and data services strategy is also capital intensive. Capital expenditures for the six months ended June 30, 2006 were $26.9 million, inclusive of $6.3 million of cash used to settle balances outstanding for capital equipment received and installed during 2005. New capital acquisition for 2006 totaled $20.7 million of which $6.0 million was expended on CDMA 1xRTT build out and $3.7 million was used to acquire fiber capacity to the lower 48 states and expand our DSL footprint. During the first quarter of 2006, we also utilized $18.6 million for debt restructuring activities, of which $8.4 million was used to buy down debt, $6.4 million to settle tender premiums, $2.5 million to settle accrued interest

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expense, and $1.3 million for debt issuance costs. We intend to fund future capital expenditures with cash on hand, through internally generated cash flows, and if necessary, through borrowings under our revolving credit facility.

          Our capital requirements may change due to impacts of regulatory decisions that affect our ability to recover our investments, changes in technology, the effects of competition, changes in our business strategy, and our decision to pursue specific acquisition opportunities, among other things.

          On October 28, 2004, we announced the adoption of a dividend policy by our board of directors and declared our first quarterly dividend of $0.185 per share. On March 21, June 14, September 16, and November 30, 2005, our board of directors declared quarterly cash dividends of $0.20 per share. In February 2006, we announced our board of directors increased our dividend policy to an annual rate of $0.86 per share, an increase of 7.5% over the previous annual rate of $0.80 per share. Based on current shares outstanding at August 1, 2006 of approximately 42,077, dividends payable during 2006 is estimated to be $36,186. Dividends on our common stock are not cumulative.

          We believe that we will have sufficient cash provided by operations and available borrowing capacity under our revolving credit facility to service our debt, pay our quarterly dividends, and fund our operations, capital expenditures and other obligations over the next 12 months. Our ability to meet such obligations will be dependent upon our future financial performance, which is, in turn, subject to future economic conditions and to financial, business, regulatory and other factors, many of which are beyond our control.

          Outlook

          We expect that, overall, the demand for telecommunications services in Alaska will grow, particularly as a result of:

• increasing demand for wireless voice and data services following the launch of our CDMA 1xRTT network;

• growth in demand for DSL and Internet access services due to higher business and consumer bandwidth needs; and

• increasing demand for private network services by government and business customers on a statewide basis on either a circuit switched or IP basis.

          We believe that we will be able to capitalize on this demand through our diverse service offerings on our owned circuit switched and IP facilities, new sales and marketing initiatives directed toward basic and enhanced voice, and data services, and offering customers an integrated bundle of telecommunication services including local telephone, wireless, Internet, long distance, messaging and video entertainment.

          Consistent with the U.S. telecommunications industry, we continue to experience losses in local telephone access lines as customers cancel second lines, replace wireline services with wireless, and lines migrate to cable telephony. Our primary UNE customer has announced plans to migrate most of its Anchorage area customers to its own cable telephony plant during the next three years. Consequently, we anticipate that these trends will continue.

          The telecommunications industry is extremely competitive, and we expect competition to intensify in the future. As an Incumbent LEC (“ILEC”), we face competition from resellers, local providers who lease our UNEs and from providers of local telephone services over separate facilities. Moreover, we anticipate that existing and emerging wireless technologies will increasingly compete with LEC services. Similarly, we expect local and interexchange service competition will continue to come from cable television providers and voice over IP providers. In wireless services, we currently compete with at least one other wireless provider in each of our wireless service areas. In the highly competitive business for Internet access services, we currently compete with a number of established online service companies, interexchange carriers and cable companies. In the interexchange market, we believe we currently have less than 5% of total revenue in Alaska and face competition from two major interexchange providers.

          The telecommunications industry is subject to continuous technological change. We expect that new technological developments in the future will generally serve to enhance our ability to provide service to our customers. However, these developments may also increase competition or require us to make significant capital investments to maintain our leadership position in Alaska.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          In the first quarter of 2006, we completed refinancing transactions that significantly changed our capital structure and changed our exposure to interest rate and other market risks.

          In February 2006, we amended our 2005 senior credit facility, increasing the $375.0 million term loan under the facility by $52.9 million and re-priced the facility to LIBOR plus 1.75% from LIBOR plus 2.00%. The amendment permitted ACS Holdings to purchase substantially all of its then outstanding 9 7/8 % Senior Notes due 2011.

          In February 2006, we and ACS Holdings executed $115.0 million and $52.9 million notional amount floating-to-fixed interest rate swap agreements related to ACS Holdings’ $429.9 million term loan under its 2005 senior secured bank credit facility. The swaps are accounted for as cash flow hedges and effectively fixed the LIBOR rate on $115.0 million and $52.9 million principal amount of senior secured bank debt at 6.71% and 6.75%, inclusive of a 1.75% premium over LIBOR, through December 2011. We had previously entered into interest rate swaps for a notional amount of $260.0 million to hedge LIBOR on our 2005 senior credit facility. Combined, these transactions fixed the rates on the entire term loan.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

          Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Changes in Internal Control over Disclosure and Reporting

          There were no changes to the Company’s internal control over financial reporting during the quarter ended June 30, 2006, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II            OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

          We are involved in various claims, legal actions and regulatory proceedings arising in the ordinary course of business. We have recorded litigation reserves of $0.4 million as of June 30, 2006 against certain current claims and legal actions. We believe that the disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

          The following section should be read in conjunction with the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2005.

28

We derive a significant portion of our wireless revenue from roaming charges. This revenue may fluctuate or decline in the future as a result of general economic, contractual, and competitive factors.

          Approximately 4% of our revenue for the three months ended June 30, 2006 was derived from roaming charges incurred by other wireless providers whose customers traveled within our coverage areas. The revenue we recognize from these roaming charges may in the future be volatile or decline as a result of a number of factors, many of which are outside our control. These factors include, the strength of Alaskan economy and its primary industries, including tourism, general economic factors affecting commerce between Alaska and other States and countries, unresolved political matters which may affect public and private spending in Alaska, and others. For example, our service areas include a number of summer tourist destinations in Alaska; as a result, our roaming revenue generally increases during summer months and declines during other periods and depends heavily in these areas on the number of tourists who visit Alaskan tourist destinations. In addition, we cannot assure you our roaming agreements with other providers will continue to generate similar roaming revenues. Our agreements with other carriers have varying terms of varying length, including some which are terminable on short notice. In the event these roaming agreements expire or are terminated, we may be unable to renegotiate or replace these agreements on similar or acceptable terms. Failure to obtain acceptable roaming agreements could lead to a significant decline in our revenue and operating income. Lastly, changes in the network footprints of our roaming partners, or those of our competitors who are able to provide roaming coverage in our service areas, could have a material adverse effect on us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Working capital restrictions and other limitations on the payment of dividends

          Our 2005 senior secured credit facility contains a number of restrictive covenants and events of default, including covenants limiting capital expenditures, incurrence of debt, and the payment of dividends. Such credit facility also requires that we maintain certain financial ratios.

          In addition, our board of directors may, in its absolute discretion, amend or repeal our dividend policy which may result in the decrease or discontinuation of dividends. Future dividends, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, any competitive or technological developments, our increased need to make capital expenditures, provisions of Delaware law or other applicable law, and other factors that our board of directors may deem relevant.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

          None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

ITEM 5. OTHER INFORMATION.

          On August 7, 2006, we appointed Anand Vadapalli, ___, as Senior Vice President of Network and Information Technology. Prior to joining us, Mr. Vadapalli had served since February 2004 as Vice President, Information Technology at Valor Telecom. From January 2003 to February 2004, Mr. Vadapalli served as Executive Vice President and Chief Information Officer at Network Telecom Corporation. From January 1996 through January 2003, he served in various positions at Broadwing / Cincinnati Bell, most recently as Vice President, Information Technology.

          The company has granted Mr. Vadipalli restricted stock valued at approximately $206,250. This restricted stock contains specified vesting provisions applicable over a 5-year period, with certain provisions granting acceleration of vesting upon the achievement of company performance objectives. In addition, Mr. Vadipalli is eligible for benefits under the company’s standard officer severance program. Mr. Vadapalli does not otherwise have an employment agreement with the company.

          Ken Sprain, our former Senior Vice President of Network and Information Technology, is expected to continue to provide certain services to us prior to his retirement, which is expected in February 2007

29

ITEM 6. EXHIBITS

(a) Exhibits:

31.1	Certification of Liane Pelletier, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of David Wilson, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Liane Pelletier, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of David Wilson, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002.

30

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 8, 2006	ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
		/s/ Liane Pelletier
		Liane Pelletier
		Chief Executive Officer,
		Chairman of the Board and President
		/s/ David Wilson
		David Wilson
		Senior Vice President and
		Chief Financial Officer
		(Principal Accounting Officer)

31

EX-31.1

                                                                    EXHIBIT 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Liane Pelletier, Chief Executive Officer of Alaska Communications Systems
Group, Inc., certify that:

1.    I have reviewed this annual report on Form 10-Q of Alaska Communications
      Systems Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules 13a -
      15(f) and 15d - 15(f) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and


      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal controls which are reasonably likely to
            adversely affect the registrant's ability to record, process,
            summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date: August 8, 2006                 /s/ Liane Pelletier
                                     ---------------------------------
                                     Liane Pelletier
                                     Chief Executive Officer,
                                     Chairman of the Board and President
                                     Alaska Communications Systems Group, Inc.

EX-31.2

                                                                    EXHIBIT 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, David Wilson, Chief Financial Officer of Alaska Communications Systems Group,
Inc., certify that:

1.    I have reviewed this annual report on Form 10-Q of Alaska Communications
      Systems Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules 13a -
      15(f) and 15d - 15(f) for the registrant and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal controls which are reasonably likely to
            adversely affect the registrant's ability to record, process,
            summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date: August 8, 2006                 /s/ David Wilson
                                     ------------------------------------
                                     David Wilson
                                     Senior Vice President and Chief
                                     Financial Officer
                                     Alaska Communications Systems Group, Inc.

EX-32.1

                                                                    EXHIBIT 32.1

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alaska Communications Systems Group,
Inc. (the "Company") on Form 10-Q for the period ending June 30, 2006 (the
"Report"), I, Liane Pelletier, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d),
      as applicable, of the Securities Exchange Act of 1934 as amended; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Date: August 8, 2006                /s/ Liane Pelletier
                                    ---------------------------------
                                    Liane Pelletier
                                    Chief Executive Officer,
                                    Chairman of the Board and President
                                    Alaska Communications Systems Group, Inc.

EX-32.2

                                                                    EXHIBIT 32.2

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alaska Communications Systems Group,
Inc. (the "Company") on Form 10-Q for the period ending June 30, 2006 (the
"Report"), I, David Wilson, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, created by Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d),
      as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Date: August 8, 2006     /s/ David Wilson
                         -------------------------------------------------
                         David Wilson
                         Senior Vice President and Chief Financial Officer
                         Alaska Communications Systems Group, Inc.