INTELLICALL INC
10-Q, 1996-08-14
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                                       OR

                ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 1-10588


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

        Delaware                                        75-1993841
(State or other jurisdiction of         (I.R.S. Employer Identification number)
incorporation or organization)

                            2155 Chenault, Suite 410
                              Carrollton, TX 75006
                    (Address of Principal Executive Offices)

                                 (214) 416-0022
              (Registrant's telephone number, including area code)


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

         Yes   X                                                       No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                                Outstanding at
         Class                                                  August 12,1996
Common Stock $.01 par value                                        8,001,920
- -------------------------------------------------------------------------------



<PAGE>



INDEX

INTELLICALL, INC.

Part I.  Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheets at June 30, 1996
         (Unaudited) and December 31, 1995....................................1

         Consolidated  Statement  of  Operations  for each of the three
         month periods ended June 30, 1996 and 1995
         (Unaudited)..........................................................2

         Consolidated Statements of Operations for each of the
         six month periods ended June 30, 1996 and 1995
         (Unaudited)..........................................................3

         Consolidated  Statements  of Cash  Flows  for  each of the six
         month periods ended June 30, 1996 and 1995
         (Unaudited)..........................................................4

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.............................................10

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K....................................13

Signatures...................................................................14











<PAGE>



Part I.  Financial Information
     Item 1.  Financial Statements
<TABLE>
<CAPTION>
INTELLICALL, INC.
       CONSOLIDATED BALANCE SHEETS (UNAUDITED)
       (in thousands, except share amounts)
                                                           June 30, 1996                 December 31, 1995
                                                           -------------                 -----------------
<S>                                                         <C>                               <C> 
ASSETS
Current assets:
      Restricted cash                                       $         9                       $     492
      Cash and cash equivalents                                   2,153                             613
      Receivables, net                                           24,320                          23,008
      Receivables from related party                                272                             272
      Inventories                                                11,420                          11,939
      Other current assets                                        1,288                             587
                                                               --------                        --------

      Total current assets                                       39,462                          36,911

Fixed assets, net                                                 1,936                           2,089
License fees receivable                                              77                             253
Investment in sales-type leases                                      60                              96
Notes receivable, net                                             1,719                           2,695
Intangible assets, net                                              973                           1,018
Capitalized software costs, net                                   4,685                           4,352
Other assets                                                      1,873                           1,230
                                                               --------                        --------
                                                              $  50,785                        $ 48,644
                                                              =========                        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable                                        $   9,472                      $   6,406
      Other liabilities                                           2,680                          2,725
      Current portion of long-term debt                          13,475                          15,474
                                                                -------                         -------

      Total current liabilities                                  25,627                         24,605

Long-term debt                                                   10,256                          8,620
Deferred revenue                                                  1,782                          1,976
Other liabilities                                                   200                            200
Minority interest                                                    29                             --

Stockholders' equity:
  Preferred stock, $.01 par value; 1,000,000
      shares authorized; none issued                                 --                             --
  Common stock, $.01 par value; 20,000,000
      shares authorized; 8,014,924 and 7,702,951
      shares issued, respectively                                    80                             77
  Additional capital                                             48,603                         47,191
  Less common stock in treasury, at cost;
      24,908 shares                                                (258)                          (258)
  Accumulated deficit                                           (35,534)                       (33,767)
                                                               --------                       --------
      Total stockholders' equity                                 12,891                         13,243
                                                               --------                       --------
                                                              $  50,785                      $  48,644
                                                              =========                      =========

See notes to consolidated financial statements.
</TABLE>

                                      - 1 -

<PAGE>


<TABLE>
<CAPTION>
INTELLICALL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
                                                        Three Months Ended
                                                               June 30,       
                                                       1996             1995
                                                       ----             ----
<S>                                                    <C>              <C> 
Revenues and sales:
         Service revenues                           $  19,792        $ 14,790
         Equipment sales                                3,728           4,493
                                                      -------         -------
                                                       23,520          19,283
                                                      -------         -------

Cost of revenues and sales:
         Service revenues                              17,581          12,335
         Equipment sales                                3,687           4,472
                                                     --------         -------
                                                       21,268          16,807
                                                      -------         -------

Gross profit
         Service revenues                               2,211           2,455
         Equipment sales                                   41              21
                                                    ---------         -------
                                                        2,252           2,476

Selling, general and administrative expenses            2,688           2,300
Research and development expenses                         182             592
Provision for doubtful accounts                            81             247
                                                     --------         -------
Operating loss                                           (699)           (663)

Gain on sale of assets                                    572           1,607
 income                                                   142             128
Interest expense                                         (755)           (965)

Minority interest                                         (29)             --
                                                    ---------        --------

Net (loss) income                                   $    (769)       $    107
                                                    =========        ========

Net(loss)income per common and common equivalent 
     share                                          $    (.10)       $    .01
                                                    ---------        --------

Weighted average number of common and common
equivalent shares outstanding                           7,843           7,670
                                                    =========        ========


See notes to consolidated financial statements.
</TABLE>


                                      - 2 -

<PAGE>


<TABLE>
<CAPTION>
INTELLICALL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
                                                               Six Months Ended
                                                                   June 30,
                                                            1996              1995
                                                            ----              ----
<S>                                                     <C>                <C>   
Revenues and sales:
         Service revenues                               $  32,771          $  27,415
         Equipment sales                                    7,979             12,030
                                                          -------            -------
                                                           40,750             39,445
                                                          -------            -------

Cost of revenues and sales:
         Service revenues                                  28,712             22,717
         Equipment sales                                    7,356             10,898
                                                          -------            -------
                                                           36,068             33,615
                                                          -------            -------

Gross profit
         Service revenues                                   4,059              4,698
         Equipment sales                                      623              1,132
                                                          -------            -------
                                                            4,682              5,830

Selling, general and administrative expenses                5,224              4,559
Research and development expenses                             322              1,057
Provision for doubtful accounts                               162                386
                                                          -------            -------

Operating loss                                             (1,026)              (172)

Gain on sale of assets                                        572              1,607
Interest income                                               242                252
Interest expense                                           (1,526)            (1,829)

Minority interest                                             (29)                --
                                                          -------            -------

Net loss                                                $  (1,767)         $    (142)
                                                        =========          =========

Net loss per common and common equivalent share         $    (.23)         $    (.02)
                                                        ---------          ---------

Weighted average number of common and common
equivalent shares outstanding                               7,720              7,666
                                                        =========          =========


See notes to consolidated financial statements.
</TABLE>



                                      - 3 -

<PAGE>


<TABLE>
<CAPTION>
INTELLICALL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)


                                                                     Six Months Ended
                                                                         June 30,
                                                                  1996             1995
                                                                  ----             ----
<S>                                                            <C>             <C>   
Operating Activities:
         Net loss                                              $ (1,767)       $   (142)

         Adjustments to reconcile net loss to net cash
           provided by operating activities:
           Depreciation and amortization                          1,955           1,791
           Provision for doubtful accounts                          162             386
           Provision for inventory                                   36              36
           Minority interest in income of subsidiary                 29              --

           Changes in operating assets and liabilities:
              Decrease in restricted cash                           483             798
              (Increase) in receivables                          (2,308)           (558)
              Decrease in inventories                               483              79
              (Increase) in other current assets                   (807)           (215)
              Decrease in license fee receivable                    397           1,136
              Decrease in investment in sales type leases           188           1,821
              Decrease in related party receivable                   --             367
              Decrease in notes receivable                        1,185             696
              Increase (decrease) in accounts payable             3,066            (180)
              (Decrease) in accrued liabilities                     (44)           (526)
              (Decrease) increase in deferred revenues             (194)          2,247
              (Decrease) increase in other                         (947)            386
                                                               --------        --------

Net cash provided by operating activities                     $   1,917        $  8,122



</TABLE>



Continued on next page


                                      - 4 -

<PAGE>


<TABLE>
<CAPTION>
INTELLICALL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued
(in thousands)

                                                                     Six Months Ended
                                                                         June 30,
                                                                   1996             1995
                                                                   ----             ----
<S>                                                           <C>              <C>   
Investing activities:
         Purchase of equipment                                     (324)           (510)
         Capitalized software                                    (1,100)         (1,300)
                                                               --------        --------

Net cash used in investing activities                            (1,424)         (1,810)

Financing activities:
         Proceeds from borrowings on long-term debt               2,900              13
         Issuance of warrant                                        100              --
         Principal payments on long-term debt                    (2,119)         (6,264)
         Proceeds from issuance of stock                            166              38
                                                              ---------        --------

Net cash provided by (used in)financing activities                1,047          (6,213)

Net increase in cash and cash equivalents                         1,540              99
Cash and cash equivalents at beginning of period                    613             808
                                                              ---------        --------

Cash and cash equivalents at end of period                    $   2,153        $    907
                                                              =========        ========

Supplemental cash flow information:
         Interest paid                                        $     863        $  2,193
                                                              =========        ========

Supplemental schedule of noncash investing and financing 
activities:
         Conversion of long-term debt to common stock         $   1,150        $     --
                                                              =========        ========

See notes to consolidated financial statements.
</TABLE>

                                      - 5 -

<PAGE>


                                INTELLICALL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




NOTE 1 - CERTAIN ACCOUNTING POLICIES

         Basis  of  Presentation.   The  accompanying   consolidated   financial
statements of Intellicall, Inc. (the "Company") have been prepared in accordance
with the  requirements of Form 10-Q and do not include all disclosures  normally
required by generally accepted  accounting  principles or those normally made in
annual reports on Form 10-K. In management's  opinion, all adjustments necessary
for a fair  presentation of the results of operations for the periods shown have
been made and are of a normal and recurring nature.

         The results of  operations  for the six months  ended June 30, 1996 are
not necessarily  indicative of the results of operations for the full year 1996.
The consolidated  financial statements herein 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, 1995.

         Statement Presentation.  Certain prior year amounts have been reclass-
ified to conform to the current year presentation.

         Software  Development  Costs. The Company  capitalizes costs related to
the development of certain  software  products.  In accordance with Statement of
Financial  Accounting  Standards  No. 86,  capitalization  of costs  begins when
technological  feasibility  has been  established  and ends when the  product is
available  for  general  release to  customers.  Amortization  is computed on an
individual  product basis based on the products'  estimated  economic life using
the straight line method, not to exceed three years.

         The amounts of software  development  costs  capitalized  in the second
quarter of both 1996 and 1995 were $600,000.  The Company recorded  $387,000 and
$156,000 of software  amortization  expense for the three  months ended June 30,
1996 and 1995, respectively.

         For the six months  ended  June 30,  1996 and 1995,  respectively,  the
Company  capitalized  $1.1 million and $1.3 million.  The software  amortization
expense  recorded  was  $767,000  and $312,000 for the six months ended June 30,
1996 and 1995.

         Restricted  Cash.  Certain cash accounts serve as collateral  under the
Company's  Series A Notes as discussed in Note 2 of the  Consolidated  Financial
Statements and, accordingly, are shown as restricted.



                                      - 6 -

<PAGE>


                                INTELLICALL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




         Cash and Cash Equivalents. Cash and cash equivalents include short-term
liquid investments purchased with remaining maturities of twelve months or less.

         Other.  The allowance for doubtful accounts was $3.9 million at June 
30, 1996, and $3.3 million at December 31, 1995.

NOTE 2 - LONG-TERM DEBT AND LINE OF CREDIT

         As of June 30, 1996 and December 31, 1995, the Company's debt consisted
of the following (in thousands):

<TABLE>
<CAPTION>
                                                                        June 30,        December 31,
                                                                          1996              1995
                                                                          ----              ----
<S>                                                                   <C>               <C>  
Intellicall, Inc.
         Variable rate senior bridge notes due 1996, Series A         $  13,475         $  15,375
         8% Convertible subordinated notes, due 2000                      6,350             7,500
         Note collateralized by certain leases                               --               219
         Convertible subordinated note, due 1999                          1,000             1,000
                                                                       --------         ---------
                                                                         20,825            24,094
ILD Communications, Inc.
         Senior secured debt, due 1999                                    2,000                --
         Convertible subordinated notes, due 2001                         1,000                --
         Debt discount                                                      (94)               --
                                                                      ---------         ---------
                                                                          2,906                --

              Total debt                                                 23,731            24,094

         Less: Current portion of long-term debt                        (13,475)          (15,474)
                                                                      ---------         ---------
              Total long-term debt                                    $  10,256         $   8,620
                                                                      =========         =========
</TABLE>

         On August 11, 1994 the Company  issued its Variable  Rate Senior Bridge
Notes Due 1996,  Series A ("Series A Notes") and 12.5%  Senior  Bridge Notes Due
1996, Series B ("Series B Notes") to Nomura Holding America Inc. ("Nomura"). The
Series B Notes were repaid in full in 1995 and may not be re-issued. The Company
issued a  warrant  which  entitles  Nomura  to  purchase  551,954  shares of the
Company's  common  stock,  $.01 par value (the  "Common  Stock").  The notes are
secured by collateral comprising substantially all the assets of the Company.



                                      - 7 -

<PAGE>


                                INTELLICALL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




         Interest on the Series A Notes accrued  monthly at a rate of prime plus
2.0% through  December 31, 1995  (10.75% at December 31,  1995),  and accrued at
prime plus 3.0% through  August 11,  1996.  Subsequent  to August 11, 1996,  the
Series A Notes  accrue  interest  at a rate of prime plus 5.0%.  Interest on the
Series A Notes is payable quarterly.  The Series A Notes were schedules to
mature on August 11, 1996.  Nomura has extended the maturity date to September
11, 1996.  The Series A Notes may be issued from time to time  provided  the
aggregate  amount  outstanding  does not  exceed  $14.03 million.

         The note  agreement  with  Nomura  requires  the Company to comply with
certain debt covenants.  Such covenants  require the Company to maintain certain
financial  ratios and  prohibit the payment of  dividends.  As of June 30, 1996,
Nomura waived the Company's non-compliance with certain covenants.

     The Company is obligated to repay or refinance  the Series A Notes by their
extended   maturity  on  September  11,  1996.  Cash  flow  from  operations  is
insufficient  to  repay  the  Series  A  Notes  at  their  maturity.  Therefore,
management is pursuing  loans from  asset-based  lenders  collateralized  by the
Company's  assets.  Through August 14, 1996, the Company has received  proposals
from three such  lenders.  The Company has not received a  commitment  to make a
loan from any lender.  Each loan is subject to lender credit committee approval,
due diligence, and the completion of loan documentation.

         On  February  15,  1994  the  Company  issued  a $1.0  million,  10.0%,
convertible,   subordinated  note  to  T.J.  Berthel  Investments,  L.P.,  whose
ownership also controls 8.9% of the Company's outstanding common stock. Interest
is payable  quarterly and commenced March 31, 1994. The entire  principal amount
matures on March 31, 1999.  The note may be converted by the holder into 160,000
shares of the Company's common stock at any time.

         On December 29, 1995 the Company  completed the sale of $7.5 million of
8.0%  convertible  subordinated  notes,  due  December  31,  2000,  to Banca Del
Gottardo in Lugano,  Switzerland  with the  proceeds  used to repay the Series B
Notes and for working capital  purposes.  The notes were issued with warrants to
purchase 300,000 shares of the Company's Common Stock. The notes are convertible
into  1,785,714  shares of the  Company's  Common  Stock at a price of $4.20 per
share. As of June 30, 1996,  $1,150,000 of the Banca Del Gottardo Notes has been
converted to 273,806 shares of the Company's Common Stock.



                                      - 8 -

<PAGE>


                                INTELLICALL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




         On May 10,  1996,  a majority  owned  subsidiary  of the  Company,  ILD
Communications,  Inc.  ("ILD")  completed  the  sale of $1.0  million  of  10.0%
convertible  subordinated notes, due May 10, 2001, to Triad-ILD  Partners,  L.P.
and  Morris   Telecommunications,   LLC  in  the  amounts  of  $666,666.67   and
$333,333.33,  respectively.  The notes can be  converted  at the rate of one (1)
share of common stock of ILD for each $90.00 of principal then due the holder.

         On May 10, 1996, ILD issued Secured  Promissory  Notes in the aggregate
principal  amount of $2,000,000  with warrants to purchase an aggregate of 7,239
shares  of ILD  common  stock at a price  of $0.01  per  share.  Sirrom  Capital
Corporation purchased a note in the original amount of $1,500,000 with a warrant
to  purchase  5,429  shares of common  stock and Reedy  River  Ventures  Limited
Partnership  purchased a note in the original  amount of $500,000 with a warrant
to  purchase  1,810  shares of common  stock at a price of $0.01 per share.  The
notes are payable on April 31, 1999 and bear interest at 13.5% annually.

NOTE 3 - INVENTORY

         As of June 30, 1996 and  December  31, 1995,  the  Company's  inventory
consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                 June 30,         December 31,
                                                  1996                 1995
                                                  ----                 ----
              <S>                              <C>                 <C>  
              Raw materials                    $   4,960           $   6,083
              Work-in-process                      1,721                 898
              Finished goods                       4,739               4,958
                                                --------            --------
              Total inventory                  $  11,420           $  11,939
                                               =========           =========
</TABLE>
NOTE 4 - LITIGATION

              The Company is subject to various legal proceedings arising out of
the conduct of its business.  It is the opinion of the management of the Company
that the  ultimate  disposition  of these  proceedings  will not have a material
adverse effect on the Company's financial condition and results of operations.

NOTE 5 - CREATION OF ILD COMMUNICATIONS, INC.

              On May 10,  1996,  the  Company  entered  into an  agreement  with
certain investor groups to create ILD, a new long-distance  re-sale and operator
services  company.  The  Company  transferred  ownership  in  its  wholly  owned
subsidiary,  Intellicall Operator Services, Inc. ("IOS"), to ILD in exchange for
cash in the amount of $2,000,000, a $1,000,000

                                      - 9 -

<PAGE>



subordinated  convertible  note,  and  preferred  and common stock  representing
approximately  72.5% of the  voting  stock of ILD.  The  other  investor  groups
collectively  purchased  $2,000,000,  or 27.5% of the voting  stock of ILD,  and
$1,000,000 of ILD's subordinated  convertible notes. ILD also has a secured loan
in the amount of  $2,000,000.  The  Company  recorded  a $572,000  gain from the
transaction.

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

Creation of ILD Communications, Inc.

         See Note 2 and Note 5 to the financial statements.

Financial Condition

Liquidity and Capital Resources

         During the first half of 1996 the Company generated  $1,917,000 of cash
from  operations  and invested  $324,000 in capital  equipment and $1,100,000 in
software  development.  The  Company  repaid  long  term  debt to Nomura of
$1,900,000 and $219,000 to Norwest.  In  connection  with the  creation  of ILD
Communications,  ILD received $2 million for 27.5% of its common stock, borrowed
$2,000,000  from a secured lender,  and issued notes totaling  $1,000,000 to the
27.5%  shareholders of ILD. Cash accounts for the Company and ILD are segregated
and neither company may use the other's cash balances for any purposes.

         The Company's future liquidity will depend on working capital turnover,
spending  levels,  the volume and timing of  equipment  sales and product  gross
margins.  There can be no assurance  that the  Company's  efforts to maintain or
enhance  liquidity will be successful,  and,  under certain  circumstances,  the
Company  may be  required to limit its  operations,  dispose of certain  assets,
consider the sale of  additional  equity,  or take other  actions as  considered
necessary.

         The  Company's  Series A Notes were  scheduled  to mature on August 11,
1996.  Nomura has amended its  agreement  and extended the maturity to September
11, 1996.  Cash flow from  operations will be insufficient to repay the Series A
Notes at their new scheduled maturity.  Therefore,  management is pursuing loans
from asset-based lenders  collateralized by the Company's assets. Through August
14,  1996,  the Company has  received  proposals  from three such  lenders.  The
Company has not received a commitment to make a loan from any lender.  Each loan
is  subject  to  lender  credit  committee  approval,  due  diligence,  and  the
completion of loan documentation.

         Management  believes  that the Company will qualify for an  asset-based
loan in an amount which will depend primarily on: (i) the amount and composition
of collateral to support the loan,  (ii)  projected  cash flow from  operations,
(iii) historical operating results and future

                                     - 10 -

<PAGE>



operating plans,  and (iv) the quality of management.  There can be no assurance
that the Company will  successfully  refinance the Series A Notes or that Nomura
will grant  further  extensions  of the  maturity  date  should  the  Company be
unsuccessful with such refinancing.

Results of Operations

Service  Revenues.  Service  revenues were $19.8 million for the second  quarter
ended June 30, 1996  compared to $14.8  million for the second  quarter in 1995.
For the six month  period  ended June 30,  1996,  revenues  were  $32.8  million
compared to $27.4  million  for the six months  ended June 30,  1995.  The table
below provides a detailed analysis of service revenues by type for the three and
six month periods ended June 30, 1996 and 1995.

<TABLE>
<CAPTION>
                                          Three Months Ended                              Six Months Ended

                                  June 30, 1996           June 30, 1995          June 30, 1996         June 30, 1995
                                  -------------           -------------          -------------         -------------
<S>                                    <C>                     <C>                    <C>                   <C>  
Call Traffic Revenue                   $10,885                 $10,930                $19,824               $20,675

Long-distance Resale                     1,304                     918                  2,128                 1,647

Validation Services                         92                   1,092                    175                 1,903

Operator Services                        6,536                   1,680                  8,871                 2,920

Prepaid Calling Services                   975                     170                  1,773                   270
                                      --------                --------               --------             ---------

  Total Service Revenues               $19,792                 $14,790                $32,771               $27,415
                                       =======                 =======                =======               =======

</TABLE>

         Call  traffic  revenue for the three and six months ended June 30, 1996
was virtually  unchanged from comparable periods for 1995. Revenues results mask
an increase in the number of installations  generating call traffic, offset by a
decline in the average  number of telephone  calls per location.  During most of
1996,  the Company's  marketing  efforts to increase call traffic have kept pace
with the increased incidence of dial-around.

         Prepaid  calling  revenues  increased  $805,000 and  $1,503,000 for the
three and six months  ended June 30, 1996  compared to the same periods in 1995.
Revenue increases for both periods were due to additional sales of prepaid cards
in  retail   environments,   principally  direct  sales  by  grocery  store  and
convenience store chains.

         Revenues from  long-distance  resale were $386,000 and $481,000  higher
for the three and six months ended June 30, 1996, respectively,  compared to the
same  periods in 1995.  The  increase  is due to a greater  number of  customers
purchasing long-distance services from the Company.

         Lower  validation  services  compared to 1995 resulted from the sale of
the Company's call validating  assets in June of 1995. The  comparative  revenue
loss is  $1,000,000  for the second  quarter and  $1,728,000  for the six months
ended June 30, 1996.


                                     - 11 -

<PAGE>



         The principal  change in revenues  occurred in the  Company's  operator
services  business.  Operator  service  revenues  increased  approximately  $4.9
million in the second  quarter of 1996  compared to the second  quarter of 1995.
For the first six  months  of 1996  operator  service  revenues  increased  $5.9
million  compared to the same period in 1995. The higher  revenues are primarily
the  result of the addition of a new customer in April of 1996 (resulting in 
$2.4 million of additional revenue) and an amended contract with the Company's 
third  party  operator service provider compared to prior periods.

         On April 1, 1996 the Company  entered into a new operating  arrangement
with its third party  operator  service  provider.  The new agreement  gives the
Company  greater  control of its customer  base, and  contractually  changes the
methods by which the  Company  receives  payment  for call  traffic and pays for
services  rendered.  Historically,  the Company  recorded revenue net of amounts
withheld by the service  provider as the  operating  contract  provided  for the
Company  receiving a commission on call  traffic.  Based on the terms of the new
contract,  beginning April 1, 1996 the Company began recording operator services
call traffic at its gross amount,  and recording the costs for services provided
as cost of sales. The Company believes the new contractual  arrangements warrant
the gross presentation of revenues.  The effect of the change on both the second
quarter and six month period was to increase reported revenue approximately $1.3
million. 

         Gross profit  derived  from service  revenues was $2.2 million or 11.2%
and $4.1  million or 12.4% for the three and six months  ended June 30,  1996 as
compared to gross  profit of $2.5 million or 16.6% and $4.7 million or 17.1% for
the three and six  months  ended June 30,  1995.  The  change  described  in the
foregoing paragraph accounts for the decreased gross margin percentage.

         Equipment  Sales.  The Company's  equipment sales were $3.7 million and
$8.0 million for the three and six months  ended June 30, 1996  compared to $4.5
million and $12.0 million for the three and six months ended June 30, 1995.  The
declines in sales in 1996 are principally attributable to reduced demand for the
Company's  products from the U.S. private  payphone market.  Such reduced demand
appears to be a result of industry  consolidation  and  uncertainty  surrounding
implementation of the 1996 Telecommunications Act (the "Act"). In November 1996,
the Federal Communications Commission is expected to issue its regulations which
will permit  implementation  of the Act. The Company believes that the Act, when
implemented, will benefit the private pay telephone industry.

         Gross profit from  equipment  sales was $41,000 (1.1% of related sales)
and $623,000 (7.8% of related sales) for the three and six months ended June 30,
1996 as  compared to $21,000  (0.5% of related  sales) and  $1,132,000  (9.4% of
related  sales)  for the three and six  months  ended  June 30,  1995.  Although
equipment sales volume  declined in the 1996 periods,  reduced product costs and
an improved sales mix mitigated the effect of lower volume on gross margins.


                                     - 12 -

<PAGE>


     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased  $388,000 and $665,000 for the three and six
months  ended June 30,  1996  compared to the same time  periods in 1995.  These
increases and similar  decreases in research and development  expenses  resulted
from a reorganization of the Company's engineering  department early in 1996. In
the  reorganization,  employees who were formerly and principally engaged in new
product  development  were  reassigned to application  engineering  and customer
support functions,  for which reason their associated costs have been classified
as selling  expenses.  The effect of this change was to increase selling expense
and to correspondingly decrease research and development expense by $373,000 and
$773,000 for the three and six month  periods  ended June 30, 1996 in comparison
to amounts that would have been reported had this change not occurred.

         Research  and  Development  Expenses.  Gross  spending for research and
development  decreased  $410,000 and $935,000 for the three and six months ended
June 30, 1996 as compared to the same period in 1995.  In the first two quarters
of 1996, the Company capitalized  software  development costs of $1.1 million as
compared to $1.3 million in the first two quarters of 1995.  Contributing to the
reductions   in  gross   research  and   development   spending   were  (i)  the
reorganization described in the preceding paragraph, and (ii) reduced travel and
prototype development costs.

         Provision for Doubtful Accounts. During the quarter ended June 30, 1996
the Company  provided  $81,000 for collection  losses as compared to $247,000 in
the same quarter in 1995.  For the six months ended June 30, 1996 the  provision
for collection losses declined from $386,000 in 1995 to $162,000 in 1996.

Part II. Other Information

Item 6.   Exhibits and Reports on Form 8-K

         (a)      Exhibits: None

         (b)  Reports on Form 8-K:  None.



                                     - 13 -

<PAGE>


Signatures

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                INTELLICALL, INC.



      08/14/96                  /s/ William O. Hunt
       Date                     Chairman of the Board, President and
                                Chief Executive Officer



      08/14/96                  /s/ Michael H. Barnes
        Date                    Senior Vice President Corporate Staff
                                and Chief Financial Officer
                                (principal financial officer)



Date:   August 14, 1996

                                     - 14 -

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