<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KA
                              Amendment No. 2 to
               Annual Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

For the fiscal year ended                         Commission file number 1-10588
December 31, 1999

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

DELAWARE                                                     75-1993841
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

2155 CHENAULT, SUITE 410, CARROLLTON, TEXAS                  75006-5023
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (972) 416-0022

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK, $0.01 PAR VALUE                   AMERICAN STOCK EXCHANGE
      (Title of Class)               (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:  None

    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, and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__    No _____

    Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  [   ]

    The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of
September 8, 2000, computed by reference to the closing sales price of the
registrant's Common Stock on the American Stock Exchange on such date, was
approximately $14,717,125.

Number of shares of the registrant's Common Stock outstanding as of
September 8, 2000: 13,081,889.

                                EXPLANATORY NOTE

    This filing amends certain information on the cover page and certain
other previously-filed information contained in Item 8.  No other items have
been amended.

                                      -1-
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

A. GENERAL DEVELOPMENTS

Intellicall-Registered Trademark-, Inc. ("Intellicall" or the "Company")
designs, manufactures and sells public access telecommunications equipment,
and until October 21, 1999, provided billing services and automated operator
services ("Services"), principally to payphone owners and telephone companies
in the United States and in developing countries.

The Company's line of products consists of payphone products and accessories,
network equipment and software (the "Products"). In various configurations,
the Products permit their owners to provide traditional payphone services to
users of the Products and live or automated operator services for
operator-assisted calls. In addition, the Products may be used in
international gateway applications and to render prepaid or other long
distance service to callers using prepaid or other calling cards. The Company
has historically sold most of its Products to the U.S. private pay telephone
industry. In recent years, a portion of the Products has been sold in
developing countries and in the United States to regulated telephone
companies.

The Company provides automated operator services to payphone users utilizing
patented microprocessor technology incorporated into the payphone. These
services enable callers to make collect, calling card and credit card calls
from the Company's payphones without requiring the assistance of live
operators.

Before 1998, the Company provided live operator services, prepaid calling
card and other long distance services principally to independent payphone
providers ("IPPs") either directly or through a then majority-owned
subsidiary, ILD Telecommunications, Inc. ("ILD"). ILD was formed by the
Company in May 1996 to conduct the long distance resale and live operator
service businesses previously owned by the Company. After its formation, ILD
grew rapidly and diversified its business, principally through acquisitions
of related businesses which included the prepaid calling card operations of
the Company. As a consequence of ILD issuing its stock to sellers of acquired
businesses and of the Company's sales of a portion of its ILD equity
investment to third parties, the Company's ownership interest in ILD's equity
declined to less than 50% in the first quarter of 1998. (See NOTE 1 TO THE
FINANCIAL STATEMENTS). Because of the change in the Company's ownership of
ILD, ILD's financial position and results of its operations have not been
consolidated with those of the Company since December 31, 1997. Thus, ILD's
revenues and associated costs and its individual assets and liabilities are
not shown in the Company's 1999 and 1998 financial statements. The Company
utilizes the equity method of accounting for its investment in ILD pursuant
to which the Company records its prorata share of ILD's net income and net
assets as single line items in its 1999 and 1998 statements of income and
balance sheets.

                                       -2-

<PAGE>

On September 22, 1999, the Company elected to discontinue its billing
services operations segment effective October 21, 1999. The billing services
segment of the Company's business was determined to be unprofitable after
taking into account the administrative and support costs for the segment. The
billing services system is a combination of hardware and software that
performs, without human intervention, all the functions necessary for
completing an operator assisted payphone call (i.e. collect, calling card and
credit card calls) and a range of other payphone services and features. As a
result of this decision, the Company's revenues and operating expenses for
the periods presented reflect only the equipment operations with the net
result of the billing services operations reported on its statements of
operations under the caption "Income (loss) from discontinued operations"
(See NOTE 16 TO THE FINANCIAL STATEMENTS).

On January 18, 2000, Intellicall entered into a definitive agreement to
acquire, through the exchange of common stock of Intellicall, Heads Up
Technologies, Inc. ("Heads Up") of Carrollton, Texas. Heads Up designs,
manufactures and markets interactive digital products for the aviation, mass
transit and entertainment industries. The company sells computerized products
to nearly 1,250 customers in more than 10 countries. Pursuant to the merger
agreement, Intellicall and Heads Up have agreed to an exchange ratio of
approximately (1.3) shares of Intellicall common stock for each share of
Heads Up common stock. This will result in the Heads Up shareholders being
issued approximately 11.7 million shares of Intellicall common stock,
resulting in such shareholders owning approximately 46.8 % of the issued and
outstanding Intellicall common stock following such merger. The merger was
subject to a number of conditions, including without limitation, approval by
Intellicall's stockholders. On July 24, 2000 the executives of the Company
and Heads Up mutually announced the cancellation of the merger between the
two companies. The business opportunities presented by the merger, including
anticipated cost reductions and the ability to expand in new markets, did not
justify the cost of combining the two companies. The Company's management is
currently actively pursuing other opportunities.

On June 30, 2000 the Company entered into an agreement with Homisco, Inc.
("Homisco") whereby, the Company granted Homisco a non-exclusive,
non-transferable license to use the N-Genius hardware and software products.
The Company will receive a 15% royalty on gross revenues attributed to the
N-Genius products sold by Homisco. Additionally, Homisco has assumed future
warranty liabilities on any N-Genius systems currently under warranty.

On July 11, 2000 the Company issued warrants to purchase 100,000 shares of
the Company's common stock at $1.25 per share and warrants to purchase 100,000
shares of the Company's common stock at $1.00 per share to Banca del Gottardo.
These warrants were issued in lieu of transaction fees for the sale of the
Company's interest in ILD to Banca del Gottardo and subsequent retirement of
the $2.6 million 8% convertible, subordinated notes due December 31, 2000 and
$4.8 million of the $5.0 million 8% convertible, subordinated notes due
November 22, 2000 (SEE NOTE 7 TO THE FINANCIAL STATEMENTS).

On August 30, 2000, the Company signed a definitive agreement to acquire
Wireless WebConnect!, Inc, a nationwide wireless Internet Service Provider.
The merger will allow Intellicall to enter into the rapidly growing high-speed
wireless mobile data access market and will provide Intellicall with expanded
technological capabilities in the public access market.

Pursuant to the Merger Agreement, Intellicall will issue to the shareholders
of Wireless WebConnect! 16,426,420 shares of common stock of Intellicall. In
addition, existing stock options of Wireless WebConnect! will be exchanged
into options to purchase 1,500,000 shares of Intellicall's common stock. The
Merger is subject to certain conditions, including approval by Intellicall's
stockholders and satisfactory completion of due diligence. There are no
assurances that the conditions precedent will be satisfied or that the merger
will be consummated. (SEE NOTE 19 TO THE FINANCIAL STATEMENTS).

The Company is a Delaware corporation with its principal executive offices
located at 2155 Chenault, Suite 410, Carrollton, Texas 75006-5023. The
Company's telephone number at that address is (972) 416-0022.

B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Company has one reportable industry segment - the equipment segment. The
equipment segment manufactures and sells payphones, switches and related
software. The Services segment, which was discontinued effective October 21,
1999 (See NOTE 16 TO THE FINANCIAL STATEMENTS), provided billing and
collection services to owners of payphones who utilize the Company's
automated operator technology.

                                       -3-
<PAGE>

C. BUSINESS DESCRIPTION

INDUSTRY BACKGROUND. Prior to its breakup in 1984, payphone service in the
United States was provided solely by AT&T. In 1984, the Federal
Communications Commission ("FCC") authorized competition in the operation of
payphones subject to state and federal regulation. Since 1984 an industry
comprised of IPPs has emerged to compete with payphone networks owned and
operated by local exchange carriers ("LECs"). The principal difference
between payphone equipment utilized by IPPs and LECs can be found in the
location of the payphone system's intelligence. Since IPP payphones lacked
the intelligence provided to LEC phones by the LEC central office, IPPs moved
to incorporate system intelligence in the payphone itself. As a result, call
rating, answer detection, operator service and equipment status reporting
were among the features designed into IPP payphones. The IPP payphones in
turn utilized telephone lines, which provide little more than "dial-tone"
from the LEC central office. The "smart phone", as it came to be called, was
the product of choice of the IPP. The Company originated, and has extensively
developed, smart phone technology.

DOMESTIC PAYPHONES. The Company's principal payphone product (available in
multiple configurations) offered for sale in the United States is the
ASTRATEL 2-Registered Trademark-. This phone can be used to provide automated
operator service and to perform all functions customarily available in
payphones. As opposed to needing an external electric connection to operate,
the ASTRATEL 2 utilizes electrical current provided through the telephone
line. Because of its unique design, functionality of the ASTRATEL 2 is
principally provided through software. Most older payphones (including those
manufactured by the Company) utilize a product design, which incorporates a
far greater number of electronic components and circuitry.

The "brain" of the ASTRATEL 2 payphone is an integrated circuit board (the
"Boardset") located in the payphone housing. From its inception, the ASTRATEL
2 Boardset was designed to sell at attractive prices and to easily fit most
payphone housings, including those sold by the Company's competitors. As a
result, the Boardset has accounted for an increasing percentage of the
Company's equipment sales since 1996. The Boardset is not manufactured by the
Company, but by a number of companies that possess the ability to manufacture
the Boardset in accordance with the Company's specifications. The Boardset's
software intensity and flexibility provide the Company's customers with
considerable protection against obsolescence.

The Company's payphones operate by means of advanced microprocessor
technology located in the Boardset. When a call is initiated, the
microprocessor automatically performs a series of functions, including, in
the case of coin generated phone calls, determining the applicable rate for
the call and whether the call has been answered. The Company's payphones
communicate with a caller by voice messages digitally synthesized and stored
in memory chips located in the Boardset.

Among the most important features of an Intellicall payphone is the ability
to reliably and accurately detect whether a call has been answered. This
answer detection capability is not dependent upon an electronic signal from
the LEC central office. Accurate answer detection is critical to the
successful operation of a private payphone in order to ensure that all
completed

                                       -4-
<PAGE>

calls are properly billed and that incomplete calls are not billed.

The ASTRATEL 2 possesses many programmable features that may be altered from
a remote location by means of the Company's proprietary software using a
personal computer. These programmable features include rate tables and
various management reporting capabilities that enable the owner to determine
if and when a payphone requires service or coin collection. In addition, a
number of enhancements may be added to the Company's payphones from a remote
location. Management believes the ASTRATEL 2 uses the highest speed modem in
the payphone industry (14.4 Kps) to communicate with a remote location and
that such high-speed modem constitutes a current competitive advantage.

INTERNATIONAL PAYPHONES. Since 1993, the Company has produced a line of
payphones targeted for sale outside the United States. These phones
accommodate a variety of payment systems including U.S. and international
coinage, credit cards and several types of prepayment cards, such as cards
based on personal identification numbers, magnetic stripe cards and
integrated circuit cards. Additionally, these telephones can be operated with
auxiliary power sources, including solar power or power supplied by telephone
lines, and can be utilized in wireless systems.

In 1997 and 1998, the Company modified the ASTRATEL 2 for sale in the
Canadian and Mexican markets and is working on further modifications to
enhance sales prospects in these and other countries. Because of its software
reliance, the ASTRATEL 2 can be economically modified to accommodate the
different calling patterns, coinage denominations, rating systems and
languages of numerous countries.

N-GENIUS SYSTEM. The Company's N-Genius-TM-System enables network operators
in the United States and abroad to provide enhanced, switched, public access
services. Public access services are of special importance to network
operators in developing countries where demand for publicly accessible
telephone service is high due to the expense of, and lengthy delays often
involved in, obtaining residential phone service.

Applications utilizing the N-Genius System permit network and payphone system
operators to offer prepaid calling services over wireline or cellular
networks. In addition, the N-Genius System can be used as a switched
international gateway that is transparent to the communications protocols,
which differ among countries. The system can be used as well to enhance the
public phone management capability of network and payphone system operators.
Among its other features, the N-Genius System can provide automated credit
card validation, calling card validation or voice recognition validation, and
protection against telephone fraud. The Company is developing applications
for the N-Genius, which allow payphone system operators to incorporate the
Internet to carry phone traffic. Specifically, the Company entered into a
strategic alliance with Netspeak Inc. in October 1998 to help facilitate the
development and delivery of these applications.

INTELLI*STAR. The Intelli*Star-Registered Trademark- system is an automated
operator product licensed to owners of the Company's payphones. The Company's
older UltraTel-Registered Trademark-line of payphones required the

                                       -5-
<PAGE>

addition of a separate integrated circuit board, commonly called the I*Star
board, to complete the system. This separate integrated circuit board was
attached to the payphone's operating circuitry.

In the ASTRATEL line of payphones, Intelli*Star is activated by means of a
software enhancement and requires no additional circuit board. Intelli*Star
is available on every payphone offered for sale by the Company in the United
States.

SALES AND MARKETING. The Company's U.S. sales of Products are made through a
combination of distributors, strategic partners and a direct sales force
consisting of three employees. International sales are generally made through
in-country agents and distributors supported by the Company's sales,
engineering and technical support personnel.

The markets for the Company's Products consist of public access
telecommunications providers, principally providers of payphone services.
Included in this grouping are the payphone operations of IPPs and LECs in the
United States.

Receivables arising from domestic product sales are generally due within 30
days. Discounts are provided for prepayment or prompt payment. International
product sales are generally made pursuant to confirmed letters of credit or
payments prior to shipment.

MANUFACTURING AND ASSEMBLY. The Company's Products are principally assembled
at its manufacturing facility in McAllen, Texas. Boardsets are currently
assembled for the Company by an electronics manufacturer in McAllen, Texas.
After Products are assembled at the Company's manufacturing facility, they
are thoroughly tested before shipment to the purchaser. Once a payphone or
Boardset is shipped to a U.S. private payphone industry customer by the
Company, the Company is not responsible for ensuring that the Product is
properly installed, maintained or operated in accordance with applicable
federal and state regulations. The Company assists in the installation of
N-Genius Systems with respect to certain international customers and LECs.

The Company purchases certain components from single-source suppliers and as
a result of market factors, suppliers of certain components used in the
Company's equipment may occasionally place the Company on allocation for
those parts or discontinue those parts. The Company continues working to
secure alternate sources for single-source components and components subject
to allocation. There is a risk that the Company, in certain circumstances,
will not be able to procure certain parts and components and continue to
manufacture products key to the business segment.

WARRANTY, MAINTENANCE AND SERVICE. The Company provides the original
purchaser of Products (not including ASTRATEL electronic components) a
limited 90-day or one-year warranty, depending on the kind of equipment
involved. The Company offers a two-year limited warranty on ASTRATEL 2
electronic components. The Company's technical support staff at its corporate
offices currently provides support services over the telephone to customers
who have installation or operational questions. The Company currently offers
a maintenance

                                       -6-
<PAGE>

agreement covering N-Genius Systems. Other non-warranty service is provided
on a per-repair basis. Warranty and non-warranty product repairs are
generally provided by the Company at its manufacturing facility in McAllen,
Texas.

The Company holds classes to train its customers in the proper installation,
operation and maintenance of the Company's products.

PATENTS AND LICENSES. The Company holds 23 United States patents and has
numerous United States and foreign pending patent applications relating to
the Company's Intelli*Star and other technology. These patents cover the
ability to complete automated collect telephone calls, perform certain
validity checks and internally store and retrieve data files from telephones,
as well as many other features and structures of payphones. The Company
considers its patents important to its business.

Under an exclusive patent license agreement between Gateway Technologies,
Inc. ("Gateway") and the Company, the Company and Gateway have agreed to
share revenues received from sub-licensing certain of Gateway's and the
Company's patents pertaining to call processing. The Company and Gateway have
entered into sublicensing arrangements with certain manufacturers and users
of call processing equipment. The patent license agreement with Gateway
expires in 2002.

In 1992, the Company entered into an agreement with MessagePhone, Inc.
("MPI"), pursuant to which the Company licenses MPI's automated voice
messaging patents. The license permits the Company to offer voice messaging
services to its Intelli*Star and call processing customers. The MPI agreement
expires in 2008, however, it is effective until the expiration of the MPI
patents, including any continuations of such patents.

The Company licenses certain Voice over Internet Protocol ("VOIP") software
from Netspeak Corporation. The Company pays fees to Netspeak on products
manufactured by the Company which utilize the licensed technology.

TRADEMARKS. The Company has registered in the United States its trademarks
"Intellicall," "ASTRATEL," "UltraTel"-Registered Trademark-, "N-Genius",
"World Connect"-Registered Trademark-, "Intelli*Star" and "Easy*Star". The
Company considers its trademarks important to its business.

SEASONALITY. The Company's revenues from domestic phone equipment sales are
affected by seasonal weather conditions throughout the United States, which
tend to reduce the number and duration of pay telephone calls made in the
winter months, and which similarly reduces the number of outdoor payphone
installations.

                                       -7-

<PAGE>

MAJOR CUSTOMERS. The Company had three customers who accounted for 25.5% or
$2.8 million, 14.6% or $1.6 million, and 10.2% or $1.1 million of the
Company's revenues in 1999, one single customer who accounted for 11.1% or
$1.5 million of the Company's revenues in 1998, and two customers who
accounted for 17.2% or $3.2 million and 13.3% or $2.5 million of the
Company's revenues in 1997. The Company believes it has good relationships
with its customers.

COMPETITION. The Company competes directly with other payphone and switching
equipment manufacturers, and indirectly with providers of wireless portable
telephony, many of who are larger and better capitalized than the Company.
The Company's principal direct competitors in the U.S. private payphone
market are Elcotel, Inc. and Protel, Inc. (a subsidiary of Inductotherm
Industries, Inc.). Its indirect competitors include numerous service
businesses providing cellular, paging and personal communications services
("Wireless Telecommunications") throughout the Company's markets. In many
instances, Wireless Telecommunications compete successfully with
telecommunications services offered through payphones to callers away from
home. However, for callers with limited needs to make calls while
away-from-home, payphones offer a convenient and economical alternative to
Wireless Telecommunications devices.

The Telecommunications Act of 1996 (the "1996 Act") requires, among other
things, that LECs end subsidies to their own payphone services and provide
services to IPPs on the same rates, terms and conditions as they are made
available to their own payphone service operations. Effective April 15, 1997,
local telephone companies reclassified their payphone service from regulated
to non-regulated status, substantially changing many of the rates and terms
upon which payphone lines are available. These changes were required by the
1996 Act's explicit prohibition against the local telephone companies
discriminating between their own payphone operations and those of IPPs. Local
telephone companies generally must receive service under the same tariffs
available to IPPs for payphones. The Company expects these changes to benefit
its IPP customers. By equalizing the basis for competition between LECs and
IPPs, the 1996 Act may create additional opportunities for existing payphone
providers, or for new entrants, to compete with the LECs. The demand for
payphones may also be affected by the interconnection arrangements offered by
the local telephone operating companies to IPPs.

The 1996 Act contains provisions which, if not successfully challenged, would
permit Bell Operating Companies ("BOCs"), under certain circumstances, to
manufacture telecommunications equipment, including payphones and switched
network products. They may do so, however, only after the FCC finds that they
have completed actions necessary to open their local telecommunications
markets to competition. To date the FCC has made no such finding with respect
to any of the BOCs.

                                       -8-

<PAGE>

Numerous entities compete with the Company in the international public
communications markets, including many larger and better-capitalized
companies with experience in the marketing of products internationally. The
Company has adopted a strategy of focusing its marketing efforts on countries
with a low ratio of public communication lines to total population, where
rapid growth in sales of public communications equipment is projected. Many
of the Company's competitors have adopted a similar strategy. The market for
international public communications is highly competitive and subject to the
risks of doing business abroad. Consequently, there can be no assurances that
the Company's efforts in international markets will be successful.

Although the Company is encountering and expects to continue to encounter
intense competition, the Company believes that its products are competitive
in its markets based upon price, equipment capabilities and quality. Since
the telephone industry is subject to rapid technological change, the Company
believes that it will continue to be required to develop improved or
additional Products and to continue to reduce the cost of existing Products
in order to remain competitive. The Company's ability to develop additional
Products will depend generally in the foreseeable future on its ability to
generate working capital internally.

R&D EXPENDITURES. The Company spent, for the years 1999, 1998 and 1997 $.9
million, $1.6 million and $.7 million, respectively, for research and
development of new products, product enhancements and technique improvements.
The Company's research and development programs are focused on development of
new products and product enhancements for payphone systems operated by IPPs,
regulated telephone companies and international customers. The Company's
focus in 1999 was on the development of (a) additional application software
to expand the utility of N-Genius systems, and (b) modifications of ASTRATEL
2 payphones which expand their functionality and (c) testing and modification
of issues related to Y2K.

In 2000, the Company intends to further modify the ASTRATEL 2 for use in new
markets and applications and continue development of the N-Genius to improve
and expand the switching platform product line.

The Company considers research and development to be important to the
continuation and enhancement of its competitive position. The Company's
ability to adequately fund future research and development costs will depend
on its ability to generate sufficient funds from operations or external
sources.

ENVIRONMENTAL. Due to the nature of the business, the Company does not have a
significant environmental exposure in either the manufacturing or maintenance
of its products. Accordingly, there is no estimated capital expenditure for
environmental control facilities or clean up for the remainder of its fiscal
year and its succeeding fiscal year.

EMPLOYEES. As of December 31, 1999, the Company had 83 employees, of which 61
were employed in operations and 22 were employed in executive and
administrative capacities. The Company believes its employee relations are
good.

                                       -9-

<PAGE>

ITEM 2.   PROPERTIES.

The Company leases approximately 32,000 square feet of space at 2155
Chenault, Carrollton, Texas, where its principal executive, sales and product
development offices are located. The lease expires May 31, 2002. The Company
leases approximately 26,500 square feet of manufacturing space on a
month-to-month basis in McAllen, Texas. The Company considers that its
properties are generally in good condition, well-maintained and suitable to
carry on the Company's business.













                                       -10-

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS.

The Company is subject to ordinary legal proceedings incidental to and
arising in the normal course 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 position
or results of operations.

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

Not applicable.






                                       -11-

<PAGE>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.

STOCK PRICES

The Common Stock currently trades on the American Stock Exchange ("AMEX")
under the symbol ICL. Up to July 6, 1999 the Company's stock traded on the
New York Stock Exchange ("NYSE"). The following table sets forth, for each of
the periods indicated, the reported high and low sales price per share of the
Company's Common Stock on the AMEX and NYSE.

<TABLE>
<CAPTION>
                                                                                       COMMON STOCK
                                                                                   --------------------
                                                                                   HIGH           LOW
                                                                                   ----           ---
<S>                                                                             <C>            <C>
1999
     First Quarter...........................................................   $  3 1/2       $  2 1/8
     Second Quarter..........................................................      2 1/2          1
     Third Quarter...........................................................      1 9/16          11/16
     Fourth Quarter .........................................................      1 3/8            1/2
1998
     First Quarter...........................................................   $  5 7/16      $  4 1/8
     Second Quarter..........................................................      6 3/16         3 7/8
     Third Quarter...........................................................      4 5/16         2

     Fourth Quarter..........................................................      2 7/16         1 3/8
</TABLE>

          On March 17, 2000, the Company had approximately 1,043 stockholders
of record.

DIVIDEND POLICY ON INTELLICALL'S COMMON STOCK

The Company has never paid cash dividends on its Common Stock. The Company
currently intends to retain any future earnings for use in its business and
therefore does not expect to pay any cash dividends on Common Stock in the
foreseeable future. Any future determination to pay cash dividends will
depend upon the earnings and financial position of the Company and such other
factors as the Board of Directors of the Company may deem appropriate at that
time.

                                       -12-

<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA.

The following selected financial information for each of the five years in
the period ended December 31, 1999, is derived from the Company's Financial
Statements. The information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements and the notes thereto included elsewhere in this
Annual Report on Form 10-K.

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31,(1)
                                                                    -------------------------------------------------
                                                                       1999      1998      1997      1996       1995
                                                                       ----      ----      ----      ----       ----
                                                                         (In thousands, except per share amounts)
<S>                                                                 <C>        <C>       <C>       <C>       <C>
Statement of Operations Data:
   Sales and Revenues:
   Equipment sales............................................      $ 11,131   $13,859   $19,313   $15,884   $ 19,944
   Service revenues ..........................................            --        --    60,450    30,679     14,142
                                                                    --------   -------  --------   -------    -------
                                                                      11,131    13,859    79,763    46,563     34,086
   Cost of Sales and Revenues:
   Equipment sales............................................        13,174    11,600    21,929    17,690     21,454
   Service revenues ..........................................            --        --    52,523    27,049     10,650
                                                                    --------   -------  --------   -------    -------
                                                                      13,174    11,600    74,452    44,739     32,104
   Gross profit (loss)........................................        (2,043)    2,259     5,311     1,824      1,982
   Selling, general and administrative expenses...............        (6,005)   (7,363)  (12,616)   (7,861)    (6,058)
   Provision for doubtful accounts............................          (592)     (876)   (1,006)     (364)      (820)
   Research and development expenses..........................          (907)   (1,587)     (741)     (608)    (2,350)
                                                                    --------   -------  --------   -------    -------
   Operating loss from continuing operations..................        (9,547)   (7,567)   (9,052)   (7,009)    (7,246)
   Gain on sale of assets.....................................         1,431     7,389        --       572      1,607
   Loss on investments........................................          (338)       --        --        --         --
   Other income...............................................           346       538       695       710        440
   Interest expense...........................................        (1,717)   (1,539)   (2,660)   (2,918)    (3,310)
   Subsidiary Loss............................................          (982)     (762)       --        --         --
   Minority interest..........................................           --        --       (382)     (113)        --
                                                                    --------   -------  --------   -------    -------
   Loss before income taxes from continuing operations........       (10,807)   (1,941)  (11,399)   (8,758)    (8,509)
   Income tax benefit.........................................         1,500        --        --     1,303         --
   Income tax expense.........................................           --         --      (277)       --         --
                                                                    --------   -------  --------   -------    -------
   Net loss from continuing operations........................        (9,307)   (1,941)  (11,676)   (7,455)    (8,509)
   Income (loss) from discontinued operations.................          (681)       85       585     2,460      2,370
                                                                    --------   -------  --------   -------    -------
   Net loss...................................................      $ (9,988)  $(1,856) $(11,091)  $(4,995)   $(6,139)
                                                                    ========   =======  ========   =======    =======
   Basic and diluted net loss per share from continuing
     operations...............................................      $   (.76)  $ (0.20) $  (1.26)  $  (.93)   $ (1.11)
                                                                    ========   =======  ========   =======    =======
   Basic and diluted net income (loss) per share from
     discontinued operations..................................      $   (.06)  $  0.01  $   0.06   $  0.31    $  0.31
                                                                    ========   =======  ========   =======    =======
   Weighted average number of basic and
     diluted shares outstanding...............................        12,132     9,927     9,268     8,024      7,672
Balance Sheet Data:
   Total assets (restated for 1998 and 1997)..................      $ 12,117   $ 24,884 $ 84,789   $45,254    $48,644
   Total long term obligations................................      $  7,337   $  8,530 $ 23,008   $20,107    $10,796
   Redeemable preferred stock.................................      $     --   $     -- $ 13,196   $    --    $    --
   Convertible preferred stock................................      $     --   $      1 $      4   $    --    $    --
   Stockholders' equity (deficit) (restated for 1998
     and 1997)................................................      $   (338)  $  8,526 $  9,951   $12,669    $13,243
</TABLE>

  (1) Certain prior year amounts have been reclassified to conform to current
year presentation.

                                       -13-

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS - CAUTIONARY STATEMENTS

This Form 10-K contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Specifically, all statements other than
statements of historical facts included in this report regarding the
Company's financial position, business strategy and plans and objectives of
management of the Company for future operations are forward-looking
statements. These forward-looking statements are based on the beliefs of the
Company's management, as well as assumptions made by and information
currently available to the Company's management. When used in this report,
the words "anticipate," "believe," "estimate," "expect," "intend", and words
or phrases of similar import, as they relate to the Company or Company
management, are intended to identify forward-looking statements. Such
statements (the "cautionary statements") reflect the current view of the
Company with respect to future events and are subject to risks, uncertainties
and assumptions related to various factors including, without limitation,
competitive factors, general economic conditions, customer relations,
relationships with vendors, the interest rate environment, governmental
regulation and supervision, seasonality, product introductions and
acceptance, technological change, changes in industry practices and one-time
events. Although the Company believes that expectations are reasonable, it
can give no assurance that such expectations will prove to be correct. Based
upon changing conditions, should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
applicable cautionary statements. The Company's future operating results are
subject to a number of risks and uncertainties. Those believed by management
of the Company to be the most troublesome if they were to occur are set forth
below in RISK FACTORS RELATING TO FORWARD LOOKING STATEMENTS.

RISK FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

REGULATORY CHANGES. The Company's sales and revenues are affected by existing
regulations and by changes in state and federal regulations to which the
Company's customers, equipment business and service business are subject. The
rate of change in proposed and promulgated regulations affecting operator
service businesses and payphone manufacturers has accelerated since passage
of the Telecommunications Act of 1996 in February of that year. In addition,
numerous parties affected by regulatory changes have sought modifications or
rescission of proposed or existing regulations, some of

                                       -14-

<PAGE>

which would adversely affect the Company if adopted. There can be no
assurance that proposed regulatory changes that might adversely affect the
Company will not be adopted, or that existing regulations that may benefit
the Company's operations if implemented will not be rescinded or delayed in
their implementation. Furthermore, many aspects of telecommunications
legislation and regulations have been litigated in various federal and state
courts. Decisions emanating from federal and state courts could have an
adverse effect on the Company.

VOLUME AND PROFITABILITY OF EQUIPMENT SALES. The Company develops and sells
products into mature markets that have limited opportunity for growth and
expansion. The Company's long-term financial welfare will depend on deeper
and more profitable penetration within these markets. Furthermore, the
Company's ability to implement and execute an effective business strategy for
new products and services, will directly effect the Company's ability to
generate working capital and fund growth. Funds available to the Company from
external sources may be insufficient to finance growth in working capital,
and internally generated funds may be insufficient to finance desired capital
spending or research and development spending.

The Company has historically suffered from low gross margins on equipment
sales. Although provisions for inventory losses, bad debt, warranty reserves
and onetime write-offs of assets have resulted in negative gross margins
through 1999, the Company's variable gross margins on phone and network
equipment products introduced since 1996 have improved. Notwithstanding such
improvement, increased equipment sales volume is required in future periods
to cover a variety of costs. Such costs include but may not be limited to
fixed manufacturing overhead expenses and selling, general and administrative
expenses associated with the production and sale of the Company's products.
There is no guarantee that the required increase in sales will generate
sufficient gross profit to finance the portion of working capital growth not
financed externally.

INTERNATIONAL ECONOMIC CONDITIONS. As a provider of payphone and network
switching equipment into developing countries, the Company is subject to
economic and political instability that may affect its ability to sell its
products into these markets and/or collect on accounts for products sold in
these markets.

YEAR 2000 DISCUSSION. The Company undertook a multi-year program (the "Y2K
Program") during 1997 to ensure that its operations, computer systems and
certain products were not functionally impaired as a result of a failure to
properly record in any electronic medium the correct time and date on and
after January 1, 2000.

In general, the Company's products currently produced or supported have been
Y2K certified. Through its evaluation of IT Systems used by the Company in
its manufacturing, accounting, administration and human resources
departments, and on the basis of letters of assurance obtained from
third-party vendors, the Company has concluded that the accounting, MRP and
payroll systems are Y2K compliant. Letters of assurance were requested from
other key third-party vendors concerning

                                       -15-

<PAGE>

other equipment and systems utilized by the Company, including outside
billing agents used in the collection of customer call traffic accounts
receivable.

To date the Company has not encountered any material Y2K issues with respect
to the Companies products currently produced, supported or widely deployed,
IT Systems used by the Company in its manufacturing, accounting,
administration and human resources departments, or other key third-party
vendors concerning other equipment and systems utilized by the Company.
Despite the fact the Year 2000 has commenced and we have experienced no
material problems to date, the Company cannot assure that the risks posed by
Year 2000 issues will not materially adversely affect its business in the
future, either as a result of unanticipated difficulties related to the
Company's systems or to third parties.

The following discussion of the financial condition and results of operations
of the Company for 1999, 1998 and 1997 should be read in conjunction with the
Financial Statements of the Company, the Notes thereto and information
included elsewhere in this report. References in the following discussion to
annual periods refer to the Company's years ended December 31.

CHANGES IN PRESENTATION.

In 1997, ILD acquired the assets of WorldCom as well as all of the
outstanding common stock of Interlink (see Note 17). The issuance of stock by
ILD to third parties in these transactions decreased the Company's percentage
of ownership in ILD and the value assigned to ILD common stock issued under
both of the aforementioned transactions was substantially more than the
Company's carrying amount per share of ILD stock, thus triggering a change in
the Company's interest in ILD. The Company has restated its December 31, 1997
and December 31, 1998 financial statements in accordance with Staff
Accounting Bulletin ("SAB") Topic 5H, as amended by SAB 84, to reflect the
change of interest in ILD which arose in 1997.

As previously stated, effective January 1, 1998, the Company changed its
method of accounting for its investment in ILD from consolidation to the
equity method, since its percentage ownership in ILD declined from 53.7% at
December 31, 1997 to 42.0% in 1998 and 30.0% in 1999. Under the equity
method, an investment in common stock is generally shown in the balance sheet
of an investor as a single amount. Likewise, an investor's share of net
earnings or losses from its investment is ordinarily shown in its income
statement as a single amount. 1997 comparative financial information has not
been restated to the equity method and is presented as previously reported.
In reviewing the financial statements and discussion contained in this Form
10-K, the reader must be aware that much of the

                                       -16-

<PAGE>

information is not directly comparable as the operating results and balance
sheet of ILD were consolidated with those of the Company in 1997.

On September 22, 1999 the Company elected to discontinue its billing services
operations effective October 21, 1999 (See NOTE 16 TO THE FINANCIAL
STATEMENTS). The billing services segment of the Company's business was
determined to be unprofitable after taking into account the administrative
and support costs for that segment. The Company's billing services system is
a combination of hardware and software that performs, without human
intervention, all the functions necessary for completing an operator assisted
payphone call (i.e., collect, calling card and credit card calls) and a range
of other payphone services and features. As a result of this action, the
Company's revenues and operating expenses for the periods presented herein
reflect only the equipment operations with the net results of the billing
services operations reported in its statements of operations under the
caption "Income (loss) from discontinued operations". Prior periods have been
presented under the revised format.

RESULTS OF OPERATIONS

1999 COMPARED TO 1998

EQUIPMENT SALES. Equipment sales declined from $13.9 million in 1998 to $11.1
million in 1999 primarily due to reduced N-Genius system sales. Sales for the
N-Genius system declined from $2.6 million in 1998 to $.5 million in 1999,
and were impacted by the currency weakness of the Pacific Rim and certain
Latin American countries and the inability of the customer base to expand and
grow their switching systems. Phone equipment sales were relatively
consistent in 1999 when compared to 1998, decreasing $.4 million in the
current period from $10.8 million in 1998 to $10.4 million in 1999.

GROSS PROFIT (LOSS). Gross profit declined $4.3 million from $2.3 million in
1998 to a gross loss of $2.0 million in 1999, due primarily to a one-time
writeoff of goodwill and capitalized software costs of $3.2 million, as well
as excess capacity costs related to the McAllen manufacturing plant.

As of December 31, 1999, the Company reduced the net realizable value for its
goodwill related to the McAllen manufacturing plant ($.7 million) and
capitalized software costs related to products and services ($2.5 million) to
zero, pursuant to FAS 121 and FAS 86 (See NOTE 3 TO THE FINANCIAL
STATEMENTS). The change in Intellicall's manufacturing model from a full
scale manufacturing environment to an outsourced, light assembly operation
led to the reduction of goodwill. Similarly, the continued softness in the
public payphone market, coupled with the discontinuation of certain product
lines and the billing services segment, led to the reduction of capitalized
software.

                                       -17-

<PAGE>

Due to the down turn in the IPP market, which led to a significant reduction
in production, fixed costs associated with excess capacity in the McAllen
manufacturing facility resulted in an increase in cost of goods sold, thereby
reducing gross profit for the period by $.4 million.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative costs ("SG&A") declined in 1999 when compared to 1998 from
$7.4 million to $6.0 million, a $1.4 million or 19% decrease. Cost reduction
programs initiated during the year had a positive impact within this cost
category. Specifically, payroll costs (salaries, wages and benefits) declined
$.8 million or 15%, from 1998 to 1999 pursuant to head count reductions of 55
employees over the course of the year. Similarly, the Company experienced a
general reduction in other costs as management focused on decreasing the
Company's cost to meet current operating requirements, including outsourcing
Human Resources and certain MIS functions, as well as reducing travel,
promotion and consulting expenses.

PROVISION FOR DOUBTFUL ACCOUNTS. Provision expense for doubtful accounts
declined from $.9 million in 1998 to $.6 million in 1999. Improvement in the
quality of the Company's receivables and positive collection efforts on old
and outstanding accounts contributed to an overall reduction of $.7 million
in the expense. However, this reduction was partially offset by a bad debt
expense of $.4 million was recorded for the write down of a $1.2 million note
receivable due from New York City Telecommunications ("NYCT"). The NYCT note,
due on December 31, 2001, provides for the monthly payment of interest and
principal of $34,238. Through June 1999, NYCT had serviced the note timely
and in full at which time the outstanding principal of the note was $1.2
million. The Company has initiated legal action for the immediate collection
of the principal balance pursuant to NYCT being in default of the note
agreement and has reserved $.4 million against the note subject to the
outcome of the litigation (See NOTE 1 TO THE FINANCIAL STATEMENTS).

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
decreased $.7 million from 1998 to 1999 due to the completion of all Y2K
compliance issues for products and services.

GAIN ON SALE OF ASSETS. On October 21, 1999 the Company sold to First Avenue
Partners, LP ("First Avenue") 5,000 shares of ILD Series A Convertible
Preferred Stock. First Avenue is an unrelated third party. The Company sold
the shares for $250.00 each, for a total of $1.3 million of which $1.1
million was recognized as a gain. The Company used the proceeds to fund
operations. The transaction lowered the Company's ownership percentage in ILD
to 31.0% as of October 21, 1999 (See NOTE 1 TO THE FINANCIAL STATEMENTS).

In the fourth quarter of 1999 the Company recognized a $.3 million gain
relating to the sale of the Company's prepaid services operation to ILD.

LOSS ON INVESTMENTS. The Company maintains a 3% equity ownership position in
New York City Telecommunications ("NYCT") which prior to 1999 was recorded on
the balance sheet for $.5 million. The Company is currently engaged in legal
proceedings with NYCT for the collection of a note due

                                       -18-

<PAGE>

from NYTC (See PROVISION FOR DOUBTFUL ACCOUNTS within this section). Given the
current legal situation between Intellicall and NYCT and the lack of financial
information on NYCT, the Company has determined the current value of this
investment to be $.1 million, has reduced the investment accordingly,
recognizing a loss on investment of $.4 million (See NOTE 1 TO THE FINANCIAL
STATEMENTS).

INTEREST EXPENSE. Interest expense was $1.7 million for 1999 compared to $1.5
million for 1998. The increase is attributable to the payment of interest on
higher loan principal balances for the period. (See NOTE 7 TO THE FINANCIAL
STATEMENTS).

EQUITY IN LOSS OF UNCONSOLIDATED SUBSIDIARY. The Company reported a $1
million loss on the equity investment in ILD for 1999. This loss represents
Intellicall's proportionate share, based on ownership, of ILD's net loss for
the period. In 1998 the Company's proportionate share of the loss was $.8
million.

DISCONTINUED OPERATIONS. On September 22,1999 the Company elected to
discontinue its billing services operations effective October 21, 1999 (See
NOTE 16 TO THE FINANCIAL STATEMENTS). The billing services segment of the
Company's business was determined to be unprofitable after taking into
account the administrative and support costs for the segment. The Company's
billing services system is a combination of hardware and software that
performs, without human intervention, all the functions necessary for
completing an operator assisted payphone call (i.e., collect, calling card
and credit card calls) and a range of other payphone services and features.
As a result of this action the net results of the billing services operations
are reported on the statements of operations under the caption "Income (loss)
from discontinued operations." Net revenues related to the billing services
operations were $9.3 million and $25.8 million for the years ended December
31, 1999 and 1998. During the years ended December 31, 1999 and 1998, the
Company reported a net loss of $.7 million and a net income of $.08 million,
attributable to billing service operations, respectively.

Assets of the billing services operations discontinued consisted of
receivables of $.5 million, net of $1.8 million of allowance for doubtful
accounts as of December 31, 1999 and $3.6 million, net of $3.2 million of
allowance for doubtful accounts as of December 31, 1998. Liabilities of the
billing services operations discontinued consisted of payables of $.01
million as of December 31, 1999 and $.9 million as of December 31, 1998.

The Company believes there is no tax impact resulting from the discontinued
operations as the Company has historically been in a net loss carryforward
position with a valuation allowance reserved against its deferred tax assets.

                                       -19-

<PAGE>

1998 COMPARED TO 1997

EQUIPMENT SALES. Equipment sales declined in 1998 by $5.5 million, or 28.2%,
from $19.3 million in 1997. Demand for the Company's payphones and related
equipment from IPPs continued to be markedly weaker than in 1997 as evidenced
by a $6.2 million decline in equipment sales to IPPs from 1997 to 1998.

Delayed, sporadic and negligible payments to IPPs of dial-around compensation
appear to have diminished the incentives of IPPs to expand their routes. In
lieu of route expansion, many IPPs have chosen to rotate phones within their
routes from one location (where increased numbers of undercompensated
dial-around calls have rendered a location insufficiently profitable) to
another (where a higher rate of coin and lower rate of dial-around calls
promise profitability). Until the amount and timing of dial-around
compensation payments become adequate and reliable, management of the Company
believes that sales to IPP's will continue to be depressed.

Partially offsetting the weakness in the IPP market segment was the increased
demand for N-Genius systems from international customers and, commencing in
the 1998 third quarter, demand from a regulated telephone company for
ASTRATEL 2 kits. Although international sales were impacted by the currency
weakness of Pacific Rim and certain Latin American countries, Intellicall's
export sales continued to expand in 1998. The Company's equipment sales in
1998 to the international and regulated telephone company segments increased
by $.7 million as compared to 1997.

GROSS PROFIT. The Company's gross profit on 1998 equipment sales was $2.3
million, or 16.3% of equipment sales, compared to a $2.6 million negative
gross profit in 1997. In 1997, the Company provided $5.9 million for
inventory losses and the impairment of certain capitalized software costs
(the "1997 Loss Provision"), without which gross profit from equipment sales
would have been $3.3 million, or 17.0% of 1997 equipment sales. After
excluding the effect of the 1997 Loss Provision from the comparison, the
change in gross margin from 17.0% in 1997 to 16.3% in 1998 resulted
principally from the lower volume of equipment sales in 1998, offset by a $.9
million reduction in 1998 of amortized software development costs, receipt in
1998 of a $.5 million order cancellation fee, reduced material costs and
reduced overhead costs and labor efficiency.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. In 1997, ILD's and the prepaid
business' selling, general and administrative ("SG&A") expenses were $6.1
million. Excluding ILD's and the prepaid business' SG&A expenses from the
comparison of annual expense levels, the Company's SG&A expenses increased by
$.9 million, or 13.8%, from $6.5 million in 1997 to $7.4 million in 1998. The
increased expenses resulted from increases in marketing, public relations and
customer service expenses, offset by a general reduction in payroll related
expenses.

                                       -20-

<PAGE>

DECONSOLIDATION OF ILD. In 1997 $60 million in service revenues and $53
million in cost of sales were reported as a result of the operator services
business related to ILD. In 1998 and 1999, these items, along with other
indirect costs, were reported as one line item on the Company's financial
statements (Equity in the loss of subsidiary), pursuant to the
deconsolidation of ILD (See CHANGES IN PRESENTATION of this discussion and
NOTE 1 TO THE FINANCIAL STATEMENTS).

DISCONTINUED OPERATIONS. On September 22, 1999, the Company elected to
discontinue its billing services operations effective October 21, 1999 (See
NOTE 16 TO THE FINANCIAL STATEMENTS). Accordingly, the net results of
operations for billing services for 1998 and 1997 are reported as income from
discontinued operations of $.09 million and $.6 million, respectively.

PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts declined
from $1.0 million in 1997 to $.9 million in 1998. The $.1 million decline is
a result of the improved credit quality and lower level of the Company's
sales.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased $.8 million from 1997 to 1998 partially due to a $.3 million
reduction in the amount of software development costs capitalized in 1998, as
compared to 1997, and an increase in research and development expenditures.

GAIN ON SALE OF ASSETS. During the first quarter of 1998, Intellicall
reported gains on sales of assets totaling $6.4 million resulting from the
sale of the Company's prepaid services operation to ILD and from a sale in
March 1998 of a portion of the Company's ownership interest in the common
stock of ILD to an unrelated third party.

During the second quarter of 1998, the Company reported a $.5 million gain
from the sale of a portion of the Company's ownership interest in ILD to an
unrelated third party.

In the fourth quarter of 1998, the Company recognized a $.5 million gain
relating to the sale of the Company's prepaid services operation to ILD.

INTEREST EXPENSE. Interest expense was $1.5 million for 1998 compared to $2.7
million for 1997. Excluding interest expense of $.8 million in 1997 relating
to ILD, interest expense decreased from $1.9 million in 1997 to $1.5 million
in 1998, primarily as a result of reduced debt.

LIQUIDITY AND CAPITAL RESOURCES

In recent years, the Company has financed its net losses, capital
expenditures and capitalized research and development costs through a
combination of asset sales, reductions in working capital and external
financing. In 1998, the Company generated $8.5 million of cash from asset
sales, proceeds of which were used in part to reduce outstanding borrowings
under the Company's previous line of credit. Assets sold in 1998 included the
Company's prepaid calling card operations and a

                                       -21-

<PAGE>

portion of its holdings in ILD.

On January 27, 1999, the Company closed and commenced funding under a
Receivables Sale Agreement (the "RFC Agreement") with RFC Capital Corporation
("RFC") pursuant to which RFC has agreed to purchase from the Company certain
telecommunication receivables generated by the Company in the ordinary course
of the Company's business (See NOTE 7 TO THE FINANCIAL STATEMENTS). The RFC
Agreement calls for RFC to purchase eligible receivables from the Company
from time to time upon presentation thereof for a purchase price equal to the
net value of such receivables. Net value is designed to yield RFC an
effective interest rate of prime plus 2.75%, plus allow RFC to retain a
holdback of 5% of the face amount of the receivables, net of collections,
against future collection risk.

Under the RFC Agreement the Company performs certain servicing,
administrative and collection functions with respect to the receivables sold
to RFC. Also, pursuant to the terms of the RFC Agreement, the Company has
granted to RFC a security interest in and to the Company's receivables not
sold to RFC and the Company's customer base relating to the generation of
such accounts receivable.

The initial term of the RFC Agreement expires on December 21, 2000.

Proceeds from the sale of receivables have been used by the Company to retire
all of its obligations to Finova Capital Corporation ("Finova"), and for
other working capital purposes. In terminating its relationship with Finova,
and entering into the arrangement with RFC, Intellicall has retained the
right to use all of its assets which are not otherwise sold to RFC, including
its ILD holdings, in secured lending arrangements, should it become desirable
and possible to do so.

The Company reported a net loss from continuing operations of $10.8 million
in 1999. This loss included non-cash charges of $7.1 million for depreciation
and amortization, provisions for doubtful accounts, inventory losses and the
minority interest of losses reported by ILD. Adding depreciation and
amortization of $5.2 million and interest charges of $1.7 million to the net
loss results in a loss before interest, taxes, depreciation and amortization
(EBITDA) of approximately $3.9 million. Net changes in operating assets and
liabilities during 1999 provided a source of cash of $4.9 million. Accounts
receivable declined $2.8 million for the period primarily resulting from
lower equipment and service sales, while inventories decreased $1.8 million
as a result of reduced inventory purchases and improved inventory management.

Cash flows from investing activities include capitalized equipment purchases
of $.1 million, software development costs of $1.0 million and receipts of
$1.3 million from the sale of 5,000 shares of ILD Series A Convertible
Preferred Stock to First Avenue (See NOTE 1 TO THE FINANCIAL STATEMENTS).

Cash flows from financing activities include the $2.8 million repayment on
the line of credit from

                                       -22-

<PAGE>

Finova, additional net borrowings of $2.0 million from Banca del Gottardo, the
repayment of a $1.0 million convertible subordinated note due to T.J. Berthel
Investments, L.P and $.9 million in proceeds from the sale of Common stock,
also to Banca del Gottardo (See NOTES 7 AND 11 TO THE FINANCIAL STATEMENTS).

At March 31, 1999, the Company was required to retire the $1.0 million
convertible subordinated note due to T.J. Berthel Investments, L.P. On April
9, 1999 the Company obtained bridge financing of $1.0 million from Banca del
Gottardo for the purpose of satisfying all obligations to T.J. Berthel
Investments.

On June 11, 1999 the Company completed the sale of a $2.0 million of 7.0%
convertible subordinated note, due June 11, 2004, to Banca del Gottardo. $1.0
million of the net proceeds from the sale of the note was used to repay the
bridge financing, with the balance utilized for working capital. The note was
issued with warrants to purchase 200,000 shares of the Company's common stock
at $1.55 per share. The note is convertible into 1,290,323 shares of the
Company's common stock at a price of $1.55 per share. Interest is payable
semi-annually beginning December 1999. In connection with issuing the note,
the Company has collateralized this note with 35,000 shares of ILD Series A
preferred stock. (See NOTE 7 TO THE FINANCIAL STATEMENTS).

On October 21, 1999 the Company sold to First Avenue 5,000 shares of ILD
Series A convertible preferred stock. First Avenue is an unrelated third
party. The Company sold the shares for $250.00 each, for a total of $1.3
million of which $1.1 million was recognized as a gain. The transaction
lowered the Company's ownership percentage in ILD to 31.0% as of October 21,
1999. Proceeds from the sale were used to fund operations (See NOTE 1 TO THE
FINANCIAL STATEMENTS).

On October 21, 1999 the Company received notice from Banca del Gottardo of
its intent to "put" to the Company the balance of the 8% convertible
subordinate notes due December 31, 2000. The agreement, relating to such
convertible debt includes a put option, giving Banca del Gottardo the right
to tender payment for the outstanding balance of the notes on December 31,
1999. The current outstanding balance of the note is $2.6 million. On
December 30, 1999 the Company issued warrants to purchase 200,000 shares of
its common stock at a price of $1.00 per share to Banca del Gottardo. In
consideration of the warrants, Banca del Gottardo amended the December 29,
1995 note to postpone the put on the notes from December 31, 1999 to June 30,
2000 (See NOTE 7 TO THE FINANCIAL STATEMENTS).

On December 30, 1999 the Company sold 1 million shares of common stock to
Banca del Gottardo for $0.85 per share. The purchase price represented a 15%
discount to the closing price of the Company's common stock upon the agreed
upon date of December 22, 1999. Proceeds from the sale were utilized for
working capital purposes (See NOTE 11 TO THE FINANCIAL STATEMENTS).

On January 4, 2000 the Company was notified by ILD of its intention to redeem

                                     -23-

<PAGE>

Intellicall's interest in ILD's Series B preferred convertible stock. ILD is
to redeem 5,000 shares for $100 per share plus accrued and unpaid dividends by
April 11, 2000. As of June 30, 2000, ILD had remitted $.3 million to the
Company, redeeming 1,975 shares of the Series B preferred convertible stock
and became current on all accrued and unpaid dividends. Proceeds from the sale
were used for general operating purposes (See NOTE 19 TO THE FINANCIAL
STATEMENTS).

On February 11, 2000 the Company signed a $.5 million revolving promissory
note with Bank of America, N.A., due February 11, 2001. Interest is payable
monthly at its prime rate commencing on March 11, 2000 with the principal of
the note guaranteed by William O. Hunt, Chairman of the Board of Intellicall.
The Company may repay and re-borrow under the terms of the note at any time,
up to a maximum aggregate outstanding balance equal to the principal amount
of the note. Proceeds of the note were used for working capital purposes. On
May 1, 2000 the Company retired the note. (See NOTE 19 TO THE FINANCIAL
STATEMENTS).

On April 11, 2000 the Company sold to Banca del Gottardo the Company's
remaining ownership in ILD, exclusive of 6,239 shares of Series A preferred
convertible stock the Company is required to hold pursuant to the ILD
organization agreement. The Company's ownership in ILD included approximately
58,772 shares of ILD Series A preferred convertible stock, 725 shares of ILD
common stock and 11,111 shares of ILD common stock obtainable upon conversion
of the $1.0 million subordinated convertible note due from ILD to
Intellicall, dated May 10, 1996. Pursuant to the sale to Banca del Gottardo,
Intellicall informed ILD as of March 10, 2000 of it's election to convert the
entire principal balance of the Note into 11,111 shares on ILD common stock.

The terms of the ILD stock sale included the purchase of the Company's
ownership in ILD (70,608 combined shares of Series A and Common shares) for
$220 per share or $15.5 million with the Company maintaining the option for
12 months to repurchase the shares at $250 per share. The Company also has a
right of first refusal, should Banca del Gottardo transfer or sell the ILD
stock to a third party. This offer has been communicated to ILD and ILD
shareholders in accordance with the ILD Shareholders' Agreement referencing
ILD's and ILD shareholders' rights to match the offer and exercise certain
co-sale rights.

The Company used a portion of the proceeds from this sale to retire
approximately $8.0 million of the $10.0 million long and short-term debt
carried by the Company. The remaining proceeds will be used for general
operating purposes.

Management of the Company believes that the proceeds from the sale of the
Company's ownership in ILD will enable the Company to finance its operations
for the year ending December 31, 2000. Beyond 2000, the Company's ability to
obtain further funds from external sources will depend in part on its ability
to generate operating profits, or to substantially reduce its operating
losses, through the execution of its current business plan.

                                       -24-

<PAGE>

Although management of the Company believes that the Company's sales will
grow in 2000 and that profitability will improve with sales, there can be no
assurance that the events necessary for such sales growth will occur as or
when expected, or that future sales growth will be sufficiently large or
profitable to permit the Company to finance its activities without recourse
to continuing sales of assets or external funding sources. There can be no
assurance that under such conditions, external funds would be available or,
if available, would not potentially dilute shareholders' interests or returns.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the Index to Financial Statements located on page F-1 for a listing of
the financial statements included as a part of this Annual Report on Form
10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH
         ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

                                       -25-

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the directors and executive officers of Company as of
April 27, 2000 is set forth below:

<TABLE>
<CAPTION>

             Name                Age               Position with the Company                 Director Since
------------------------------- ------- ------------------------------------------------- ---------------------
<S>                             <C>     <C>                                               <C>
William O. Hunt                 66      Chairman of the Board of Directors                1992
B. Michael Adler                53      Director                                          1984
Lewis E. Brazelton III          59      Director(1)                                       1992
Richard B. Curran               64      Director(3)                                       1992
Arthur Chavoya                  52      Director(4)                                       1997
John J. McDonald, Jr.           50      President, Chief Executive Officer and Director   1997
R. Phillip Boyd                 42      Chief Financial Officer and Secretary             N/A

</TABLE>


--------------
(1)      Chairman of Organization and Compensation Committee and member of Audit
         Committee of the Board of Directors.

(2)      Member of Audit Committee and Organization and Compensation Committee
         of the Board of Directors.

(3)      Chairman of the Audit Committee and member of Organization and
         Compensation Committee of the Board of Directors.

(4)      Member of Organization and Compensation Committee of the Board of
         Directors

WILLIAM O. HUNT joined the Company in December 1992 as Chairman of the Board,
Chief Executive Officer and President. In May 1998 Mr. Hunt resigned his
position as Chief Executive Officer and President. From June 1986 to July
1992, he was Chairman of the Board and Chief Executive Officer of Alliance
Telecommunications Corporation, a wireless telecommunications company. Mr.
Hunt serves on the boards of Optel, Inc., American Homestar Corporation and
Internet America, Inc.

B. MICHAEL ADLER is a founder of the Company and was Vice Chairman of the
Board of Directors of the Company from December 1992 until November 1993.
Prior to that time he was Chairman of the Board of Directors from the
Company's inception in November 1984. He served as Chief Executive Officer of
the Company from November 1984 to January 1988. From November 1984 to April
1987, he was also President of the Company. For the last five years, Mr.
Adler has been Chairman of the Board of The Payphone Company Limited, a Sri
Lankan company, and Chief Executive Officer of WorldQuest Networks, L.L.C., a
Delaware limited liability company.

LEWIS E. BRAZELTON III is Senior Vice President of Dain Rauscher, Inc., an
investment banking company, and has been for over five years.

RICHARD B. CURRAN is a consultant and has been an investor in a number of
privately held companies since 1989, in which he has served as a director or
in senior management positions. Mr. Curran is also President and Executive
Director of Folkers Foundation for Biomedical & Clinical Research.

ARTHUR CHAVOYA is President of The Chavoya Group, Inc., a management
consulting firm. From September 1996 to October 1997, Mr. Chavoya was
President and Chief Executive Officer of Aegis Communications Group, Inc., a
provider of inbound and outbound telemarketing services. Prior to September
1996, Mr. Chavoya spent ten years at Electronic Data Systems in a number of
executive positions culminating in the presidency of EDS' Global Travel
Services Industry strategic business unit.

JOHN J. MCDONALD, JR. was appointed President and Chief Executive Officer in
May 1998. Prior to that time, he was Chief Operating Officer from July 1997
and Senior Vice President - Sales and Marketing from February 1997. From June
1994 to January 1997, Mr. McDonald was Senior Vice President of Intecom, Inc.
("Intecom"). Prior to his time at Intecom, he was Vice President, Business
Communications, of Ericsson Business Communications.

R. PHILLIP BOYD has been Chief Financial Officer and Secretary of the Company
since October 1998. Prior to such time, Mr. Boyd was Vice President of
Business Planning after joining the Company in November 1997 as Executive
Director of Finance. From November 1989 to August 1997, Mr. Boyd served in
various executive capacities with Kemper National Services, Inc. in Ft.
Lauderdale, Florida. Mr. Boyd is a Certified Management Accountant and a CPA.

TERMS OF OFFICE

The Company's officers are elected by the Board of Directors and serve at the
discretion of the Board. Directors are elected annually by the shareholders
to serve until the next annual meeting of shareholders and until their
respective successors are duly elected and qualified.

                                       -26-

<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Officers, directors and 10% stockholders are required by
regulations promulgated by the Securities and Exchange Commission to furnish
the Company copies of all Section 16(a) reports they file.

Based solely on a review of the copies of Forms 3, 4 and 5, and all
amendments thereto, furnished to the Company, or written representations that
no Forms 5 were required, the Company believes all Section 16(a) filing
requirements applicable to its officers, directors and 10% beneficial owners
were complied with during 1999.

ITEM 11.   EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has established two committees, the Organization and
Compensation Committee and the Audit Committee. The Organization and
Compensation Committee (the "Compensation Committee"), composed of Messrs.
Berthel, Brazelton, Chavoya and Curran, met two times (in addition to actions
undertaken by unanimous consent) during the fiscal year ended December 31,
1999. Effective December 9, 1999, this committee was composed of Messrs.
Brazelton, Curran and Chavoya. This committee reviews and approves salaries
and bonuses of executive officers and administers the Company's stock option
and purchase plans. The Audit Committee, which was composed of Messrs.
Berthel, Curran and Brazelton, met two times during the fiscal year ended
December 31, 1999. Effective December 9, 1999, the Audit Committee consisted
of Messrs. Curran, Brazelton and Chavoya. This committee recommends to the
Board of Directors the appointment of independent auditors, reviews the plan
and scope of audits, reviews the Company's significant accounting policies
and internal controls, and has general responsibility for related matters.
The Company does not have a standing nominating committee of the Board of
Directors.

The Board of Directors held nine meetings, either in person or by telephonic
conference, during the fiscal year ended December 31, 1999. None of the
Company's directors attended fewer than 75% of the meetings of (i) the Board
of Directors and (ii) the committees on which they served, during their
tenure in calendar year 1999.

ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's executive compensation plans have been designed to attract,
retain and reward high caliber executives who will formulate and execute the
business plans of the Company in a manner that will provide the stockholders
of the Company

                                       -27-
<PAGE>

with a higher than average return on the Company's common stock while ensuring
that the Company's compensation levels are fair and appropriate to both its
executives and stockholders. With these goals in mind, the Company's
compensation plans and policies have been designed to have total compensation
linked significantly with the operating performance of the Company. Although the
Compensation Committee recognizes that the improvement of operating performance
of the Company and higher stock prices do not necessarily move in tandem over
the short term, the Compensation Committee believes that the two criteria will
correlate over the long term.

The Compensation Committee does not expect to pay above-average base salaries
to its executive officers, but does expect to utilize performance-oriented
and equity-based compensation to reward positive performance and results. For
the fiscal year 1999 the Company paid a bonus of $25,000 to Mr. Boyd.

The Compensation Committee also supports the position that stock ownership by
the Company's executive officers, encouraged by equity-based compensation
plans, aligns the interests of the executive officers with the stockholders
of the Company. By using equity-based compensation over a period of time, the
executive officers of the Company should become larger holders of Company
stock. This is intended to strengthen their identification with the
stockholders of the Company and make increasing stockholder value an even
more important focus for the Company's management group. In addition, the
Compensation Committee believes that the use of equity-based compensation
combined with a focus on the operating performance of the Company will create
a balance of these two long-term objectives.

CEO COMPENSATION

John J. McDonald, Jr. is the President and Chief Executive Officer of the
Company. Mr. McDonald's compensation package was established by the
Compensation Committee and the Board of Directors in May 1998. The
Compensation Committee and the Board were advised by an independent
compensation consulting firm. In accordance with Mr. McDonald's stated goal
of building stockholder value and consistent with the Compensation
Committee's compensation philosophy described above, a compensation package
involving a lower base salary, participation in a performance-based bonus
plan and a stock option grant was agreed upon.

Mr. McDonald's base salary in 1998 was set at $285,000 and it was agreed that
he would participate in a bonus plan. Based upon the advice of its
independent compensation consultant, the Compensation Committee concluded
that Mr. McDonald's proposed salary and bonus arrangements were reasonable
and were well within the range of similar arrangements made by comparable
companies.

In 1998 Mr. McDonald was granted options to purchase 180,000 shares of the
Company's common stock under the Company's 1991 Stock Option Plan. The
options

                                       -28-
<PAGE>

vest in accordance with the Company's standard vesting schedule under
the 1991 Incentive Stock Option Plan. The Compensation Committee concluded that
this stock option grant was justified given Mr. McDonald's qualifications and
the Company's need to install a new chief executive who could build stockholder
value.

                                       -29-
<PAGE>

SUMMARY COMPENSATION TABLE

The following table sets forth information with respect to the compensation
to (i) the Company's chief executive officer at December 31, 1999 and (ii)
the other four most highly compensated executive officers of the Company
during 1999, for services rendered during the fiscal years ended December 31,
1999, 1998 and 1997.

<TABLE>
<CAPTION>

                                                        ANNUAL COMPENSATION (1)
----------------------------------------------------------------------------------------------------------------
                                                                                           Stock        All other
Name & Principal Position             Year     Salary ($)      Bonus ($)     Other        Options      Compensation (2)
-------------------------             ----     ----------      ---------     -----        -------      ----------------
                                                                                          (shares)
<S>                                   <C>      <C>             <C>           <C>         <C>           <C>
WILLIAM O. HUNT                       1999     $ 13,963        --            --           --           $  195
Chairman of the Board                 1998     $ 99,908        --            --           --           $1,499
of Directors, and Chief Executive     1997     $202,500        --            --           --           $1,012
Officer to May 1998


JOHN J. MCDONALD, JR.                 1999     $285,000        --            --           --           $2,137
President and Chief                   1998     $260,156        $71,250       --          $180,000      $2,500
Executive Officer from May
1998, Senior Vice
President - Sales
and Marketing

R. PHILLIP BOYD                       1999     $130,000        $25,000       --           --           $1,000
Chief  Financial   Officer  and
Secretary  from  October  1998,
Vice   President   of  Business
Planning
</TABLE>

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

(1)      The compensation described in the table does not include the cost to
         the Company of benefits furnished to certain officers, including
         premiums for life and health insurance, and other personal benefits
         provided to such individuals that are extended in connection with the
         conduct of the Company's business. No executive officer named above
         received other compensation in excess of the lesser of $50,000 or 10%
         of such officer's salary and bonus compensation.
(2)      All Other Compensation consists of matching payments by the Company
         pursuant to its 401(k) Plan.

1999 OPTION GRANTS

The following table sets forth the number, percent of total options granted
to named employees, exercise price and duration of options granted to the
named executive

                                       -30-
<PAGE>

officers, and the hypothetical gain that would result from assumed annual rates
of stock price appreciation over the term of the options.

<TABLE>
<CAPTION>

                                                     Percent
                                                     of Total                                         Potential Realized
                                                     Options                                            Value at Assumed
                                                   Granted to                                           Annual Rates of
                                                    Employees         Exercise                            Appreciation
                                  Options         in Fiscal Year        Price        Expiration          For Option Term
           Name                 Granted (1)            1999            ($/sh)           Date             5%          10%
---------------------------    ---------------    --------------     ------------    ------------     -------------------
<S>                            <C>                <C>                <C>             <C>                <C>         <C>
William O. Hunt                      --                --                --              --              --          --
John J. McDonald, Jr.                --                --                --              --              --          --
R. Phillip Boyd                      --                --                --              --              --          --
</TABLE>

-------------------
(1)      Options granted are exercisable generally for a period of ten years at
         the price of the Company's common stock on the date of grant. The
         options vest as follows: 50% on December 31 of the year of grant and
         25% on December 31 of each following year.

1999 YEAR-END VALUE OF STOCK OPTIONS

The following table sets forth information with respect to the named
executive officers concerning the exercise of options during 1999 and
unexercised options held as of December 31, 1999.

<TABLE>
<CAPTION>

                              Shares                                                        Value of Unexercised
                           Acquired on     Value      Number of Unexercised Options         In-the-Money Options
          Name               Exercise     Realized        at December 31, 1999             at December 31, 1999(1)
-------------------------- ------------- ----------- -------------------------------- ----------------------------------
                                                      Exercisable    Unexercisable     Exercisable     Unexercisable
----------------------------------------------------- -----------    -------------     -----------     -------------
<S>                        <C>           <C>          <C>            <C>               <C>             <C>
William O. Hunt                 --           --         670,000            --              $0                $0
John J. McDonald, Jr.           --           --         255,000          45,000            $0                $0
R. Phillip Boyd                 --           --          23,750           6,250            $0                $0
</TABLE>

--------------------
(1) Market value of underlying securities at December 31, 1999 less the exercise
    price.

DIRECTOR COMPENSATION

During 1998 each member of the Board of Directors who was not an officer or
employee of the Company received an annual $13,500 director's retainer for
serving on the board. Additionally each director was paid a fee of $675 for
each directors' meeting he attended and a $675 fee for each committee meeting
he attended other than committee meetings held on the same day as a
directors' meeting. Directors were also reimbursed for expenses relating to
attendance at meetings.

INDEMNIFICATION ARRANGEMENTS

The Company's Bylaws provide for the indemnification of its executive
officers

                                       -31-
<PAGE>

and directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Delaware General
Corporation Law. The Company has also entered into indemnification agreements
with its executive officers and directors that contractually provide for
indemnification and expense advancement and include related provisions meant to
facilitate the indemnitees' receipt of such benefits.

STOCK OPTION PLANS

Prior to 1991 the stock option plans described below were administered as
separate plans. In 1991 the plans were restated in their entirety in a single
document and are known as the "Intellicall, Inc. 1991 Stock Option Plan".
Each separate plan was previously approved by the Company's stockholders.

INCENTIVE STOCK OPTION PLAN. The Board of Directors of the Company adopted
the Incentive Stock Option Plan for key employees of the Company and its
subsidiaries. The Incentive Stock Option Plan has been approved by the
stockholders of the Company. Up to 1,995,000 shares of common stock are
authorized to be issued under the Incentive Stock Option Plan. The purpose of
the Incentive Stock Option Plan is to provide a means whereby the Company
may, through the grant of options, attract and retain persons of ability as
employees. The Incentive Stock Option Plan is also intended to motivate such
persons to exert their best efforts on behalf of the Company.

The Incentive Stock Option Plan is administered by the Compensation
Committee. Options for the purchase of common stock under the Incentive Stock
Option Plan may be granted to key employees selected from time to time by the
Compensation Committee. Only directors who are employees are eligible to
receive options under the Incentive Stock Option Plan. The Compensation
Committee determines the exercise price of such options at the time of grant.
The exercise price of any options granted pursuant to the Incentive Stock
Option Plan will be at least equal to the fair market value of the common
stock on the date the options are granted. Each option has a term of up to 10
years and is exercisable only at such times as the Compensation Committee
determines at the time of grant. The option period automatically terminates
three months following the date the holder ceases to be an employee of the
Company for any reason. No cash consideration is paid by the employee upon
the grant of an option to him. To exercise the options, grantees must pay the
exercise price in cash or common stock, or any combination of cash and common
stock.

Options granted under the Incentive Stock Option Plan may be "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue Code of
1986 (the "Code"), non-qualified options (options which do not meet the
requirements of Section 422 of the Code), or both. The Incentive Stock Option
Plan contains various provisions to ensure that Incentive Stock Options
comply with Section 422.

                                       -32-
<PAGE>

At April 26, 2000, the Company and its subsidiaries had approximately 67
employees who were eligible to participate in the Incentive Stock Option
Plan. At present, such persons hold options granted under the Incentive Stock
Option Plan to purchase an aggregate of 926,755 shares of common stock.

NON-QUALIFIED STOCK OPTION PLAN. The Board of Directors of the Company
adopted the Non-Qualified Stock Option Plan for officers, directors and key
employees of the Company and its subsidiaries. The Non-Qualified Stock Option
Plan has been approved by the stockholders of the Company. Up to 600,000
shares of common stock are authorized to be issued under the Non-Qualified
Stock Option Plan. The purpose of the Non-Qualified Stock Option Plan is to
provide a means whereby the Company may, through the grant of options,
attract and retain persons of ability as officers, directors and employees.
The Non-Qualified Stock Option Plan is also intended to motivate such persons
to exert their best efforts on behalf of the Company.

The Non-Qualified Stock Option Plan is administered by the Compensation
Committee of the Board of Directors. Options for the purchase of common stock
under the Non-Qualified Stock Option Plan may be granted to key individuals
selected from time to time by the Compensation Committee. No director is
eligible to receive options under the Non-Qualified Stock Option Plan while
such director is a member of the Compensation Committee. Furthermore, only
directors who are employees are eligible to receive options under the
Non-Qualified Stock Option Plan. The exercise price for any options granted
pursuant to the Non-Qualified Stock Option Plan is determined by the
Compensation Committee on the date the options are granted and must be at
least equal to 85% of the fair market value of the common stock on the date
of grant. Each option has a term of up to 10 years and is exercisable only at
such times as the Compensation Committee determines at the time of grant. The
option period automatically terminates three months following the date the
holder ceases to be an employee of the Company for any reason. No cash
consideration is paid by the employee upon the grant of an option to him. To
exercise the options, grantees must pay the exercise price in cash, common
stock, a promissory note or any combination of the foregoing.

At April 26, 2000 the Company and its subsidiaries had approximately 67
employees who were eligible to participate in the Non-Qualified Stock Option
Plan. At present, William O. Hunt holds options granted under the
Non-Qualified Stock Option Plan to purchase an aggregate of 430,000 shares of
common stock, and B. Michael Adler holds options granted under the
Non-Qualified Stock Option Plan to purchase an aggregate of 170,000 shares of
common stock.

DIRECTORS' STOCK OPTION PLAN. The Board of Directors of the Company adopted
the Directors' Stock Option Plan for non-employee directors of the Company.
Up to 350,000 shares are authorized to be issued under the Director's Stock
Option Plan. The purpose of the Directors' Stock Option Plan is to provide a
means whereby the Company may, through the grant of options, attract,
motivate and retain qualified, non-employee

                                       -33-
<PAGE>

directors.

The Directors' Stock Option Plan is administered by the Compensation
Committee of the Board of Directors. Options for the purchase of common stock
under the Directors' Stock Option Plan are automatically granted to each
non-employee director. In December 1992, the Board of Directors amended the
Directors' Stock Option Plan to provide the automatic grant as follows:

(i) each non-employee director as of February 1, 1993, who had not previously
received Director Options was granted an option to purchase 20,000 shares of
common stock on February 1, 1993, and was automatically entitled to receive a
grant of an option to purchase 10,000 shares of common stock as of February
1, 1994; and

(ii) each person who becomes a non-employee director subsequent to February
1, 1993 will receive an option to purchase 20,000 shares of common stock on
the first business day of February after he becomes a director and an option
to purchase 10,000 shares of common stock on the first business day of the
next succeeding February.

The exercise price for all options granted pursuant to the Directors' Stock
Option Plan will be at least equal to the fair market value of the common
stock on the date the options are granted. Each option has a term of up to
ten years. The options granted vest in four equal installments. No cash
consideration is paid by the grantee upon the grant of an option to him. To
exercise the options, grantees must pay the exercise price in cash or common
stock of the Company.

At December 31, 1999, the Company and its subsidiaries had 6 directors who
were eligible to participate in the Directors' Stock Option Plan. At present,
such persons hold options granted under the Directors' Stock Option Plan to
purchase an aggregate of 245,000 shares of common stock.

EMPLOYEE STOCK PURCHASE PLAN. The Board of Directors of the Company adopted
the 1995 Employee Stock Purchase Plan for employees of the Company and its
subsidiaries. The stockholders of the Company approved the plan in 1996. Up
to 300,000 shares of common stock are authorized to be issued under the
Employee Stock Purchase Plan. The purpose of the Employee Stock Purchase Plan
is to provide employees of the Company and its designated subsidiaries with
an opportunity to purchase common stock of the Company at a discount through
accumulated payroll deductions. The Employee Stock Purchase Plan is also
intended to motivate such persons to exert their best efforts on behalf of
the Company.

The Employee Stock Purchase Plan is administered by the Compensation
Committee of the Board of Directors. Participating employees are entitled to
enroll during one or both of two six month offering periods during each
calendar year. Eligible employees may elect to have payroll deductions made
on each payday during each

                                       -34-
<PAGE>

offering period in an amount not exceeding ten percent (10%) of the compensation
which he or she receives on each such payday. At the end of each offering period
the accumulated payroll deductions are utilized to purchase shares of common
stock from the Company pursuant to the exercise of options granted at the
beginning of each offering period. The purchase price for the shares purchased
with the payroll deductions is equal to eighty-five percent (85%) of the fair
market value of a share of common stock on the first trading day or the last
trading day of each offering period, whichever is lower.

At April 26, 2000, the Company and its subsidiaries had approximately 67
employees who are eligible to participate in the Employee Stock Purchase
Plan, of which one (1) employee is actually participating in the Employee
Stock Purchase Plan.

STOCK PERFORMANCE CHART

The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's common stock during the five years
ended December 31, 1999, with the cumulative total return of (i) Standard &
Poors--500 Stock Index, (ii) the Standard & Poors Small Cap 600 Index and
(iii) the Standard & Poors Telephone Manufacturers Index. The comparison
assumes $100 was invested on December 31, 1994 in the Company's common stock
and in each of the other indices and assumes reinvestment of dividends. The
Company paid no dividends during the five year period.

         COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG INTELLICALL,
                 S&P 500 INDEX, S&P SMALL CAP 600 INDEX, AND
                     S&P TELEPHONE MANUFACTURER'S INDEX.

<TABLE>
<CAPTION>
                                                            S&P
 Measurement Period                         S&P         Small Cap 600   Telephone Manufacturer's
(Fiscal Year Covered)     Intellicall     500 Index        Index           Composite Index
---------------------     -----------     ---------        -----           ---------------
<S>                         <C>            <C>              <C>               <C>
Measurement Pt-12/31/94     $100           $100             $100              $100

FYE 12/31/95                $100           $138             $130              $151

FYE 12/31/96                $157           $169             $158              $152

FYE 12/31/97                $137           $226             $198              $212

FYE 12/31/98                $ 58           $290             $195              $312

FYE 12/31/99                $ 30           $351             $220              $330
</TABLE>


**  Assumes $100 invested on December 31, 1994 in Intellicall Common Stock, the
S&P 500 Index, the S&P Smallcap 600, and the S&P Telephone Index

*   Total return assumes re-investment of dividends


                                       -35-
<PAGE>

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                 AND MANAGEMENT

The following table sets forth, as of March 17, 2000, the number and
percentage of outstanding shares of common stock beneficially owned by (i)
each of the executive officers named in the Summary Compensation Table on
page 30, (ii) each person known by the Company to be the beneficial owner of
more than 5% of the Company's common stock, (iii) each director and each
person nominated to be elected a director of the Company, and (iv) all
officers and directors as a group.

<TABLE>
<CAPTION>

                                                    Shares of
         Name and Address                           Common Stock                      Percentage
         of Beneficial Owner(1)                     Beneficially Owned(2)              of Class
         ----------------------                     ---------------------              --------
<S>                                                 <C>                               <C>
         William O. Hunt (3)                                962,000                       7.0%
         2155 Chenault, Suite 450
         Carrollton, Texas 75006

         Banca Del Gottardo(4)                            4,165,948                      29.5%
         viale S. Franscini 8
         6901 Lugano
         Switzerland

         B. Michael Adler (5)                               659,313                       5.0%
         2155 Chenault, Suite 450
         Carrollton, Texas 75006

         Neuberger & Berman, LLC(6)
         605 Third Avenue                                   769,430                       5.9%
         New York, New York 10158

         Lewis E. Brazelton III(7)                          116,373                        *

         Arthur Chavoya (8)                                  30,000                        *

         Richard B. Curran(9)                               103,600                        *

         John J. McDonald, Jr.(10)                          263,800                       2.0%

         R. Phillip Boyd (11)                                27,250                        *

         All officers and directors as a
         group (7 persons)(12)                            2,162,336                      15.1%
</TABLE>

                                       -36-
<PAGE>

-------------------------
* less than one percent

(1)      The persons named in the table have sole voting and investment power
         with respect to all shares of common stock shown as beneficially owned
         by them, subject to community property laws, where applicable, and the
         information contained in the footnotes to the table.

(2)      Includes shares issuable upon the conversion of subordinated debt or
         shares issuable upon exercise of options or warrants that have vested
         or will vest within 60 days.

(3)      Includes 175,825 shares as to which Mr. Hunt has shared voting and
         investment power and 670,000 shares of common stock issuable upon
         exercise of options.

(4)      Includes 3,990,663 shares of common stock issuable upon conversion of
         subordinated debt and exercise of a warrant.

(5)      Includes (i) 37,000 shares held in the name of Adler Computer Systems,
         Inc., a company wholly owned by Mr. Adler and (ii) 182,500 shares of
         common stock issuable upon exercise of options.

(6)      Includes shares of common stock held in numerous accounts of clients of
         Neuberger & Berman, LLC over which Neuberger & Berman, LLC has shared
         dispositive power. Also includes 234,000 shares of common stock held by
         principals of Neuberger & Berman, LLC in their personal securities
         account over which Neuberger & Berman, LLC disclaims beneficial
         ownership.

(7)      Includes 5,091 shares owned by Mr. Brazelton's wife, as to which Mr.
         Brazelton disclaims beneficial ownership, and 30,000 shares of common
         stock issuable upon exercise of options.

(8)      Includes 30,000 shares of common stock issuable upon exercise of
         options.

(9)      Includes 53,600 shares held by Mr. Curran's wife and a trust of which
         Mr. Curran's wife is a beneficiary, as to which Mr. Curran disclaims
         beneficial ownership, and 30,000 shares of common stock issuable upon
         exercise of options.

(10)     Includes 255,000 shares of common stock issuable upon exercise of
         options.

(11)     Includes 23,750 shares of common stock issuable on exercise of
         options.

(12)     Includes 1,221,250 shares of common stock issuable upon exercise of
         options.

                                       -37-
<PAGE>

CHANGE IN CONTROL ARRANGEMENTS.

Pursuant to the Company's 1991 Stock Option Plan, in the event of an
impending merger, liquidation, sale of all or substantially all of the
Company's assets, or if at any time, two-thirds of the Company's directors
are not "Continuing Directors" as defined in the Plan, 100% of the options
granted pursuant to the Incentive, Non-Qualified and Directors' Stock Option
Plans automatically become immediately and fully exercisable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of December 31, 1999, The Payphone Company, Ltd. ("Payphone") owed the
Company $269,887 for trade receivables. In December 1998, management of the
Company completed the establishment of a full reserve for such amount. B.
Michael Adler is a director of Payphone and of the Company. Mr. Adler and
other members of Mr. Adler's family own the majority of Payphone's stock.

On February 15, 1994 the Company issued a $1 million, 10% convertible
subordinated note to T.J. Berthel Investments, L.P., an affiliate of Thomas
J. Berthel, a director of the Company. An amended and restated note was
issued on August 9, 1994. On April 9, 1999 the Company paid the entire
principal amount due, including accrued interest of $18,858.

                                       -38-
<PAGE>

                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K.

         (a)      (1)      Financial Statements.

                           The financial statements filed as a part of this
                  Annual Report on Form 10-K are listed in the "Index to
                  Financial Statements" on page F-1 hereof.

                  (2)      Financial Statement Schedules.

                           The financial statement schedules filed as part of
                  this Annual Report on Form 10-K are listed in the "Index to
                  Financial Statements" on page F-1 hereof.

                  (3)      Exhibits.

                           The following exhibits are filed as a part of this
                  Annual Report on Form 10-K.
<TABLE>
                        <S>          <C>
                        (a)3.1       Certificate of Incorporation of the Company
                                     and all amendments thereto through December
                                     31, 1992.
                        (c)3.2       Amendment to Certificate of Incorporation
                                     raising the authorized common stock from
                                     10,000,000 shares to 50,000,000 shares.
                        (f)3.3       Amendment to Certificate of Incorporation
                                     lowering the authorized common stock from
                                     50,000,000 shares to 20,000,000 shares.
                        (b)3.4       Bylaws of the Company, as amended.
                        (a)4.1       Specimen certificate for Common Stock of
                                     the Company.
                        (f)10.1      Intellicall, Inc. 1991 Stock Option Plan,
                                     as amended.
                        (b)10.2      Form of Incentive Stock Option Agreement.
                        (b)10.3      Form of Nonqualified Stock Option
                                     Agreement.
                        (b)10.4      Form of Director Stock Option Agreement.
                        (f)10.5      Form of 1995 Employee Stock Purchase Plan.
                        (b)10.6      ADREC Development and License Agreement,
                                     dated as August 2, 1990, between VCS
                                     Industries, Inc. d/b/a Voice Control
                                     Systems and the Company.
                        (b)10.7      Amended and Restated Patent License
                                     Agreement dated as of January 1, 1992,
                                     between the Company and MessagePhone, Inc.
                        (d)10.8      Amended and Restated 10% Convertible
                                     Subordinated Note Due 1999 dated August 11,
                                     1994 with T.J. Berthel Investments, L.P.

                                       -39-
<PAGE>

                        (c)10.9      Registration Rights Agreement dated
                                     February 14, 1994, between the Company and
                                     T.J. Berthel Investments, L.P.
                        (e)10.10     Note and Warrant Purchase, Paying and
                                     Conversion/Exercise Agency Agreement
                                     entered into on December 22, 1995 between
                                     Banca Del Gottardo and the Company.
                        (e)10.11     Form of 8% Convertible Subordinated Note
                                     executed by the Company to Banca Del
                                     Gottardo dated December 22, 1995.
                        (e)10.12     Form of Warrants issued with Notes.
                        (g)10.13     Note and Warrant Purchase, Paying and
                                     Conversion/Exercise Agency Agreement dated
                                     November 22, 1996 and executed with Banca
                                     del Gottardo.
                        (g)10.14     Form of 8% Convertible Subordinated Notes
                                     executed by the Company to Banca Del
                                     Gottardo dated November 22, 1996 (included
                                     within Exhibit 10.13).
                        (g)10.15     Form of Warrants issued with Notes
                                     (included within Exhibit 10.13).
                        (h)10.16     Receivable Sale Agreement executed with RFC
                                     Capital Corporation.

                        ++21.1       Subsidiaries of the Company.
                        ++23.1       Consent of Independent Accountants.
                        ++27.1       Financial Data Schedule.
</TABLE>
++            Previously filed.
(a)          Incorporated by Reference from the Company's Form S-1 filed August
             28, 1987, file no. 33-15723.
(b)          Incorporated by reference from the Company's Annual Report on Form
             10-K for the fiscal year ended December 31, 1991.
(c)          Incorporated by reference from the Company's Annual Report on Form
             10-K for the fiscal year ended December 31, 1993.
(d)          Incorporated by reference from the Company's Quarterly Report on
             Form 10-Q for the quarter ended June 30, 1994.
(e)          Incorporated by reference from the Company's Current Report on Form
             8-K (Date of Earliest Event Reported - December 28, 1995).
(f)          Incorporated by reference from the Company's Annual Report on Form
             10-K for the fiscal year ended December 31, 1995.
(g)          Incorporated by reference from the Company's Current Report on Form
             8-K (Date of Earliest Event Reported - November 22, 1996).
(h)          Incorporated by reference from the Company's Current Report on Form
             8-K (Date of Earliest Event Reported - January 27, 1999).

                                       -40-
<PAGE>

         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed during the last fiscal
quarter of 1999.

The following undertaking set forth herein relates to the Company's
Registration Statement on Form S-8 (No. 33-60235), and on Form S-8 (No.
33-64583):

"Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue."

                                       -41-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

September 12, 2000                     INTELLICALL, INC.

                                       /s/ John J. McDonald, Jr.
                                       -----------------------------------------
                                       By:  John J. McDonald, Jr.
                                            President and  Chief Executive
                                            Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated, on September 12, 2000.

<TABLE>
<CAPTION>
               Name                                 Office
               ----                                 ------
<S>                                    <C>
/s/ John J. McDonald, Jr.
-----------------------------------
John J. McDonald, Jr.                  President and Chief Executive Officer
(Principal Executive Officer)

/s/ R. Phillip Boyd
-----------------------------------
R. Phillip Boyd                        Vice President of Finance, Chief Financial Officer
(Principal Financial and Accounting    and Secretary
Officer)

/s/ William O. Hunt
-----------------------------------
William O. Hunt                        Chairman of the Board


-----------------------------------
B. Michael Adler                       Director

/s/ Lewis E. Brazelton, III
-----------------------------------
Lewis E. Brazelton, III                Director

/s/ Arthur Chavoya
-----------------------------------
Arthur Chavoya                         Director

/s/ Richard B. Curran
-----------------------------------
Richard B. Curran                      Director
</TABLE>

<PAGE>

                                INTELLICALL, INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                                           <C>
Report of Independent Accountants.............................................................................F-2

Financial Statements:

   Balance Sheets ............................................................................................F-3

   Statements of Operations ..................................................................................F-5

   Statements of Stockholders' Equity ........................................................................F-6

   Statements of Cash Flows ..................................................................................F-7

   Notes to Financial Statements..............................................................................F-8

        Financial Statement Schedules (Note A):

        Valuation and Qualifying Accounts....................................................................F-34

Note A: All other schedules are omitted, since the required information is not present or is not present in amounts
sufficient to require submission of the schedule, or because the information required is included in the financial
statements and notes thereto.

</TABLE>

                                       F-1

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of Intellicall, Inc.

In our opinion, the financial statements listed in the accompanying index
appearing on page F-1 present fairly, in all material respects, the financial
position of Intellicall, Inc. at December 31, 1999 and 1998, and the results
of its operations and its cash flows for each of the three years in the
period ended December 31, 1999 in conformity with generally accepted
accounting principles.  In addition, in our opinion, the financial statement
schedule listed in the accompanying index appearing on page F-1 presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related financial statements.  These financial
statements and the financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our
audits.  We conducted our audits of these statements in accordance with
generally accepted auditing standards, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for the opinion expressed above.

As discussed in NOTE 2, the Company has restated its December 31, 1997
and December 31, 1998 financial statements.

While management believes it will be able to fund the December 31, 2000
operations from the $15.5 million proceeds received in the sale of the
Company's ownership in ILD, it has experienced recurring losses from
operations, continuous decline in revenues as well as difficulty in funding
its operations in recent years. Management's plans with respect to these
matters beyond 2000 are discussed in NOTE 4.

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
April 11, 2000
except as to Note 4,
Note 7, and Note 19
which are as of
September 11, 2000


                                       F-2

<PAGE>

INTELLICALL, INC.
BALANCE SHEETS


ASSETS
(in thousands)
<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                            1999              1998
<S>                                                                                        <C>          <C>
Current assets                                                                                          (Restated)
     Cash and cash equivalents ........................................                    $ 694             $  16
     Receivables, net of allowance for doubtful accounts
          of $764 and $442.............................................                    1,455             4,263
     Inventories, net..................................................                    3,088             5,177
     Receivables from related party, net ..............................                    1,258             1,658
     Deferred Tax Asset................................................                    1,500                --
     Other current assets..............................................                      157               197
          Total current assets.........................................                    8,152            11,311
Fixed assets, net......................................................                      980             1,425
Capitalized software costs, net of accumulated amortization
      of $2,652 in 1998................................................                       --             2,481
Notes receivable.......................................................                       --             1,074
Intangible assets, net of accumulated amortization
       of $1,118 in 1998...............................................                       --               749
Investment in unconsolidated subsidiary................................                    1,835             2,971
Other assets, net......................................................                      637             1,286
Assets of discontinued operations......................................                      513             3,587
     Total Assets......................................................                  $12,117          $ 24,884
                                                                                         =======          ========

See notes to financial statements.
</TABLE>
                                       F-3
<PAGE>

INTELLICALL, INC.
BALANCE SHEETS (CONTINUED)

LIABILITIES AND STOCKHOLDERS' EQUITY
(in thousands, except share information)
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                        1999                   1998
<S>                                                                                  <C>                 <C>
Current liabilities                                                                                      (Restated)

     Accounts payable..........................................                      $ 1,798                $ 2,085
     Accrued liabilities.......................................                          610                  1,052
     Current portion of long-term debt ........................                        2,630                  3,811
     Total current liabilities.................................                        5,038                  6,948
Long-term debt ................................................                        6,557                  7,312
Deferred gain on sale of assets................................                          730                    968
Other liabilities..............................................                           50                    250
Liabilities of discontinued operations.........................                           80                    880
      Total liabilities........................................                       12,455                 16,358
Commitments and contingent liabilities (See Notes 14 and 18)...                           --                     --
Stockholders' equity (deficit)
     Preferred stock, $.01 par value; 1,000,000 shares
         authorized;  zero and 510 shares issued
         and outstanding, respectively.........................                           --                      1
     Common stock, $.01 par value; 20,000,000 shares
          authorized; 13,080,175 and 11,738,001 shares issued,
          respectively.........................................                          131                    117
     Additional paid-in capital................................                       61,486                 60,375
     Less common stock in treasury, at cost;
          24,908 shares........................................                         (258)                  (258)
     Accumulated deficit.......................................                      (61,697)               (51,709)
          Total stockholders' equity (deficit).................                         (338)                 8,526
                                                                                    $ 12,117               $ 24,884
                                                                                  ==========               ========
See notes to financial statements.
</TABLE>
                                       F-4
<PAGE>

INTELLICALL, INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                      FOR THE YEARS ENDED DECEMBER 31,
                                                                                 -----------------------------------------
                                                                                  1999              1998             1997
                                                                                  ----              ----             ----
<S>                                                                              <C>              <C>              <C>
Sales and Revenues:
    Equipment sales..............................................                $11,131          $ 13,859         $19,313
    Services revenues............................................                   --                --            60,450
                                                                                 -------          --------         -------
                                                                                  11,131            13,859          79,763
Cost of sales and revenues:
    Equipment sales, including writeoffs of $.7 million in
         goodwill and $2.5 million in capitalized software costs
         in 1999 and $1.6 million of capitalized software costs
         in 1997 (See Note 3)....................................                 13,174            11,600          21,929
    Services revenues............................................                     --                --          52,523
                                                                                 -------          --------         -------
                                                                                  13,174            11,600          74,452
                                                                                 -------          --------         -------
Gross profit (loss)..............................................                 (2,043)            2,259           5,311
Selling, general and administrative expenses.....................                 (6,005)           (7,363)        (12,616)
Provision for doubtful accounts..................................                   (592)             (876)         (1,006)
Research and development expenses................................                   (907)           (1,587)           (741)
                                                                                 -------          --------         -------
Operating loss from continuing operations........................                 (9,547)           (7,567)         (9,052)
Gain on sale of assets...........................................                  1,431             7,389              --
Loss on investments (See Note 1).................................                   (338)               --              --
Other income.....................................................                    346               538             695
Interest expense.................................................                 (1,717)           (1,539)         (2,660)
Equity in the loss of unconsolidated subsidiary..................                   (982)             (762)             --
Minority interest................................................                     --               --             (382)
                                                                                 -------          --------         -------
Loss before income taxes from continuing operations..............                (10,807)           (1,941)        (11,399)
Income tax benefit (expense).....................................                  1,500                --            (277)
                                                                                 -------          --------         -------
Net loss from continuing operations..............................                 (9,307)           (1,941)        (11,676)
Income (loss) from discontinued operations.......................                   (681)               85             585
                                                                                --------          --------        --------
Net loss.........................................................               $ (9,988)         $ (1,856)       $(11,091)
                                                                                ========          ========        ========
Basic and diluted net loss per share from continuing operations                 $  (0.76)         $  (0.20)       $  (1.26)
                                                                                ========          ========        ========
Basic and diluted net income (loss) per share from
discontinued operations..........................................               $  (0.06)         $   0.01        $   0.06
                                                                                ========          ========        ========
Basic and diluted net loss per share.............................               $  (0.82)         $  (0.19)       $  (1.20)
                                                                                ========          ========        ========
Weighted average number of basic and diluted
     shares outstanding..........................................                 12,132             9,927           9,268
                                                                                ========          ========        ========
</TABLE>
See notes to financial statements.

                                       F-5
<PAGE>

INTELLICALL, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
<TABLE>
<CAPTION>
                                                 Common Stock   Preferred Stock  Additional  Treasury Stock
                                               ---------------- ---------------    Paid-in   --------------  Accumulated
                                               Shares  Amount   Shares   Amount    Capital   Shares   Cost    Deficit     Total
                                               ------  ------   ------   ------    -------   ------   ----    -------     -----
<S>                                            <C>     <C>      <C>      <C>     <C>        <C>      <C>   <C>           <C>
Balances at December 31, 1996                  8,646     $ 87      --     $ --     $51,602    (25) $(258)     $(38,762)    $12,669
   Exercise of stock options                      65        1      --       --         268     --     --            --         269
   Employee stock purchase plan                   17       --      --       --          74     --     --            --          74
   Issuance of stock                             430        4      --       --         481     --     --            --         485
   Conversion of subordinated notes              314        3      --       --       1,237     --     --            --       1,240
   Issuance of preferred stock                    --       --       4        1       3,824     --     --            --       3,825
   Effect of change in
   Interest of unconsolidated
   Subsidiary (Restated), (See
    Note 2)                                       --       --      --       --       2,480     --     --            --       2,480
   Net loss                                       --       --      --       --          --     --     --       (11,091)    (11,091)
                                              ------   ------  ------   ------     -------   ----- -----      --------    --------
Balances at December 31, 1997
(Restated)                                     9,472       95       4        1      59,966    (25)  (258)      (49,853)      9,951
   Exercise of stock options                      47       --      --       --         183     --     --            --         183
   Employee stock purchase plan                    8       --      --       --          30     --     --            --          30
   Conversion of subordinated notes               50        1      --       --         200     --     --            --         201
   Conversion of preferred stock               2,149       21      (3)      --         (12)    --     --            --           9
   Issuance of stock                              12       --      --       --           8     --     --            --           8
   Net loss                                       --       --      --       --          --     --     --        (1,856)     (1,856)
                                              ------   ------  ------   ------     -------   ----- -----      --------    --------
Balances at December 31, 1998
(Restated)                                    11,738      117       1        1      60,375    (25)  (258)      (51,709)      8,526
   Conversion of preferred stock                 336        4      (1)      (1)         (2)    --     --            --           1
   Employee stock purchase plan                    6       --      --       --           6     --     --            --           6
   Issuance of warrants                           --       --      --       --         532     --     --            --         532
   Unearned Warrants                              --       --      --       --        (265)    --     --            --        (265)
   Issuance of stock                           1,000       10      --       --         840     --     --            --         850
   Net loss                                       --       --      --       --          --     --     --        (9,988)     (9,988)
                                              ------   ------  ------   ------     -------   ----- -----      --------    --------
Balances at December 31, 1999                 13,080    $ 131      --     $ --     $61,486    (25) $(258)     $(61,697)    $  (338)
                                              ======   ======  ======   ======     =======   ===== =====
</TABLE>
See notes to financial statements.

                                       F-6
<PAGE>

INTELLICALL, INC.
STATEMENTS OF CASH FLOWS (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                                               1999                1998             1997
                                                                               ----                ----             ----
<S>                                                                        <C>                   <C>              <C>
Cash flows from continuing operating activities:
     Net loss from continuing operations...................                $  (9,307)            $ (1,941)        $(11,676)
     Adjustments to reconcile net loss from continuing
      operations to net cash provided by operating
      activities:
        Gain on sale of assets.............................                   (1,431)              (7,389)              --
        Depreciation and amortization......................                    5,236                1,760            5,845
        Provision for doubtful accounts....................                      592                  876            1,393
        Provision for inventory losses.....................                      310                  333            4,382
        Equity in loss of unconsolidated subsidiary........                      982                  762               --
        Minority interest..................................                       --                   --              382
        Income Tax Benefit.................................                   (1,500)                  --               --
        Changes in operating assets and liabilities:
            Restricted cash................................                       --                   --           (2,473)
            Receivables....................................                    2,766               (1,929)         (12,718)
            Inventories....................................                    1,779                 (757)          (1,451)
            Receivables from related party, net............                      400                  673               --
            Other current assets...........................                       40                  233             (308)
            Notes receivable...............................                      525                  160              446
            Accounts payable ..............................                     (287)              (4,187)           4,611
            Transmission, customer commissions and billing
             charges.......................................                       --                 (939)           9,143
            Accrued liabilities............................                     (442)                (153)           1,600
            Deferred gain on sale of assets................                       --                  938             (361)
            Other..........................................                      143                 (123)          (2,051)
                Net cash used in continuing operating
                 activities................................                     (194)             (11,683)          (3,236)
Cash flows from investing activities:
     Capital expenditures..................................                     (122)                (478)          (2,082)
     Capitalized software..................................                     (966)              (1,031)          (1,322)
     Cash received on sale of assets.......................                    1,252                8,463               --
     Capital lease obligation..............................                       --                   --            1,000
     Acquisition of WorldCom and Interlink assets..........                       --                   --          (20,542)
                 Net cash provided by (used in) investing
                  activities...............................                      164                6,954          (22,946)
Cash flows from financing activities:
     Net proceeds from (repayments on) line of credit......                   (2,811)              (1,303)           9,517
     Net borrowings (repayments) on notes payable..........                    1,000                  (28)              --
     Proceeds from issuance of  stock......................                      856                  223            4,653
     Proceeds from issuance of stock in unconsolidated
      subsidiary...........................................                       --                   --            6,088
                Net cash provided by (used in) financing
                 activities................................                     (955)              (1,108)          20,258
Net cash flows from discontinued operations................                    1,663                5,787            3,719
Net increase (decrease) in cash and cash equivalents.......                      678                  (50)          (2,205)
Cash and cash equivalents at beginning of period...........                       16                   66            2,271
Cash and cash equivalents at end of period.................                   $  694               $   16           $   66
                                                                              ------               ------           ------
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid............................................                   $  988             $  1,141         $  2,056
                                                                              ------               ------           ------
SUPPLEMENTAL NON CASH FLOW INFORMATION:
  Issuance of stock warrants...............................                   $  267              $    --          $    --
                                                                              ------               ------           ------
  Conversion of debt to equity.............................                   $   --              $   210         $  1,320
                                                                              ------               ------           ------
  Stock issued to purchase WorldCom and Interlink assets...                   $   --              $    --         $ 13,196
                                                                              ------               ------           ------
  Redeemable preferred stock dividend declared ............                   $   --              $    --          $   186
                                                                              ------               ------           ------
</TABLE>
See notes to financial statements.
                                       F-7
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

          BUSINESS: Intellicall, Inc. (the "Company") designs, engineers,
manufactures and sells pay telephones and retrofit kits, parts and intelligent
network platforms ("equipment sales") in the United States and internationally.

          PRINCIPLES OF CONSOLIDATION: For the year ended December 31, 1997,
the consolidated financial statements include the accounts of the Company and
its then majority owned subsidiary, ILD Telecommunications, Inc. ("ILD"),
formed on May 10, 1996. All significant intercompany accounts and transactions
were eliminated in consolidation. As of December 31, 1999 and 1998, and for
the years then ended, the Company's investment in ILD is presented under the
equity method of accounting.

          CREATION OF ILD TELECOMMUNICATIONS, 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 $2.0
million, a $1.0 million subordinated convertible note, and preferred and
common stock representing approximately 72.5% of the voting stock of ILD.

          In September 1997, ILD acquired the Operator Services Division of
WorldCom, Inc. ("WorldCom") (See NOTE 17). The assets acquired by ILD include
the operator services and long distance customer contracts, operator service
centers, switching facilities, billing and collection operations and inmate
operator services businesses. This acquisition by ILD lowered the Company's
ownership percentage to 59.26%.

          In December 1997, ILD acquired all of the outstanding common stock
of Interlink Telecommunications, Inc. ("Interlink") (see NOTE 17), a switched
reseller of long distance services and provider of enhanced services including
operator services, prepaid debit cards and prepaid local service. This
acquisition by ILD lowered the Company's ownership percentage to 53.7%.

          In March 1998, the Company sold to SMCO, LLP 18,348.62 shares of ILD
common stock. SMCO is an unrelated third party, and there were no additional
obligations or elements of financial consideration relating to the sale
transaction. The Company sold the shares for $325 each and recorded a gain on
the sale in the amount of $5.6 million. This transaction lowered the Company's
ownership percentage to 42.9% as of March 31, 1998.

          On April 3, 1998 the Company sold 1,539 shares of its Series A
preferred stock in ILD Telecommunications, Inc. to SMCO Investments, LLC. This
transaction lowered the Company's ownership percentage to 42.0% as of April 3,
1998.

          On October 21, 1999 the Company sold to First Avenue Partners, LP
("First Avenue") 5,000 shares of ILD Series A Convertible Preferred Stock.
First Avenue is an unrelated third party. The Company sold

                                       F-8
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

the shares for $250.00 each for an aggregate of $1.3 million and recorded a
gain on the sale in the amount of $1.1 million. There were no additional
obligations or elements of financial consideration relating to the sale
transaction. The transaction lowered the Company's ownership percentage in ILD
to 31.0% as of October 21, 1999.

          During November 1999, ILD issued additional shares of its stock to
unrelated third parties. As a result, the Company's ownership percentage in
ILD was reduced to 30.0%.

          EQUIPMENT REVENUE RECOGNITION: Revenues from sales of telephones and
related products are recognized upon shipment to customers. Revenues relating
to the licensing of automated operator systems are recognized upon shipment of
licensed technology to licensees.

          SERVICE REVENUE RECOGNITION: For 1997, prepaid debit card revenue
was deferred and recognized as calling services were used. The portion of the
business related to the prepaid calling card services was sold to ILD in
January 1998 (See NOTE 17), accordingly no debit card revenue was recorded in
1999 or 1998.

          In 1997, call revenues from customer-licensed microautomated
operator systems are recognized based on the amounts charged to billed parties
for calls processed and billed by the Company. Additionally, ILD's call
revenues were recognized at the time the calls were placed.

          ADVERTISING: The Company's advertising expenditures, which consist
primarily of advertisements placed in trade publications and participation in
trade shows, are expensed as incurred. The Company incurred $.4 million, $.7
million and $.3 million of advertising expenses for the years ended December
31, 1999, 1998 and 1997, respectively.

          CASH AND CASH EQUIVALENTS: Cash and cash equivalents include
short-term liquid investments purchased with remaining maturities of three
months or less.

          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, "ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED" ("FAS 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 product's estimated
economic life using the straight line method. Effective January 1, 2000 and as
a result of the impairment charge on capitalized software costs recorded by
the Company on December 31, 1999 (See NOTE 3), the Company decided to expense
as incurred all future costs related to the development of software products
for payphone equipment.

          The amounts of software development costs capitalized for the years
ended December 31, 1999, 1998 and 1997 were $1.0 million, $1.0 million and
$1.3 million, respectively. The Company recorded $.9 million, $.6 million and
$1.7 million of software amortization expense for the years ended December 31,

                                       F-9
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1999, 1998 and 1997, respectively. For the years ended December 31, 1999 and
1997, the Company recognized an impairment in value of capitalized software
development costs of $2.5 million and $1.6 million, which is included in cost
of sales in the statement of operations for those years (See NOTE 3).

          RECEIVABLES: Receivables (current and long-term) consist of amounts
owed by various customers for equipment sales, leases and license fees. The
Company has provided reserves for potential uncollectible accounts. The
Company's credit department determines collectibility based on customer
contact and financial information made available to the Company. Reserves for
uncollectible accounts include $.3 million for related party receivables in
1999 and 1998.

         Also included in receivables for the year ended December 31, 1999 is
a $1.2 million note receivable due from New York City Telecommunications
("NYCT'). The NYCT note, due on December 31, 2001, provides for the monthly
payment of interest and principal of $34,238. Through June 1999, NYCT had
serviced the note timely and in full at which time the outstanding principal
of the note was $1.2 million. Since that time no payments have been received.
The Company has initiated legal action for the immediate collection of the
principal balance pursuant to NYCT being in default of the note agreement and
has reserved $.4 million against the note subject to the outcome of the
litigation. Receivables for the year ended December 31, 1998 include the
current portion of the NYCT notes of $.3 million with the remaining portion of
the note recorded as long term notes receivable.

          CREDIT CONCENTRATIONS: Certain financial instruments, consisting
primarily of accounts receivable, potentially subject the Company to
concentrations of credit risk. The Company's customers range from individuals
with small pay telephone routes to large corporations, and reflect a large
customer base with much geographic diversity. The Company believes it has
provided adequate reserves for potential uncollectible accounts.

          MAJOR CUSTOMERS: The Company had three customers who accounted for
25.5% or $2.8 million, 14.6% or $1.6 million, and 10.2% or $1.1 million of the
Company's revenues in 1999, one single customer who accounted for 11.1%, or
$1.5 million of the Company's revenues in 1998, and two customers who
accounted for 17.2% or $3.2 million and 13.3% or $2.5 million of the Company's
revenues in 1997.

          INVENTORIES: Inventories are stated at the lower of cost or market
with cost determined on a first-in, first-out method. Costs include
acquisition costs of purchased components, freight costs, labor and overhead.

          DEBT ISSUANCE COSTS: The stock purchase warrants issued in
connection with the issuance of debt obligations are valued by the Company
based on the Black-Scholes model and are recorded in accordance with
Accounting Principals Based Opinion No. 14 "Accounting for convertible Debt
and Debt issued with Stock Purchase Warrants" ("APB14"). Accordingly, the
Company defers costs incurred directly in connection with the issuance of
debt obligations and charges such costs to interest expense based on the
interest method, over the terms of the respective debt agreements (See NOTE 7).

                                       F-10
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          FIXED ASSETS: Fixed assets are recorded at cost. Depreciation
expense is computed by the straight-line method over the estimated useful
lives of the related assets, where the useful lives range from three to five
years. Maintenance and repairs are expensed as incurred while replacements and
betterments are capitalized.

          INTANGIBLE ASSETS: Intangible assets consisted primarily of the cost
in excess of net assets of acquired businesses. These assets were amortized
using the straight-line method over 20 to 25 years. Based on its most recent
analysis, the Company determined that its goodwill existing at December 31,
1999 was fully impaired and accordingly, the Company has written off goodwill
in the amount of $.7 million (See NOTE 3).

          OTHER ASSETS: Other assets include investments in stock of third
parties of $.3 million and $.6 million as of December 31, 1999 and 1998.
Included in these investments is a 3% equity ownership position in New York
City Telecommunications ("NYCT") which prior to 1999 was recorded on the
balance sheet for $.5 million. Given the current legal situation between
Intellicall and NYCT and the lack of financial information on NYCT, the
Company has determined the current value of this investment to be $.1 million
and has reduced the investment accordingly, recognizing a loss on investment
of $.4 million.

          INCOME TAXES: Income taxes are accounted for using the asset and
liability method pursuant to STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
109, "ACCOUNTING FOR INCOME TAXES" ("FAS 109"). Deferred taxes are recognized
for the tax consequences of temporary basis differences by applying enacted
statutory tax rates applicable to future years to differences between the
financial statement carrying amounts and the tax bases of existing assets and
liabilities. The effect on deferred taxes for a change in tax rates is
recognized in income in the period that includes the enactment date. In
addition, FAS 109 requires the recognition of future tax benefits to the
extent that realization of such benefits is more likely than not. A valuation
allowance is provided for a portion or all of the deferred tax assets when
there is sufficient uncertainty regarding the Company's ability to recognize
the benefits of the assets in future years.

          NET INCOME/LOSS PER SHARE: In February 1997, STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE" ("FAS 128") was issued. The
Company has adopted FAS 128, which establishes standards for computing and
presenting earnings per share ("EPS"). This statement requires dual
presentation of basic and diluted EPS on the face of the income statement for
entities with complex capital structures and requires a reconciliation of the
numerator and the denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation.

          COMPREHENSIVE INCOME: Effective December 31, 1998, the Company adopted
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 130, "REPORTING COMPREHENSIVE
INCOME" which establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains, and losses) in a full set
of general-purpose financial statements. It requires all items that are required
to be recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other financial statements. There were no items of comprehensive

                                       F-11
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

income for the years ended December 31, 1999, 1998 and 1997.

          SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION: The Company has
one reportable industry segment the equipment segment. The equipment segment
manufactures and sells payphones, switches and related software. The Services
segment, which was discontinued effective October 21, 1999 (See NOTE 16),
provided billing and collection services to owners of payphones who utilize
the Company's automated operator technology.

          ACCOUNTING FOR DERIVATIVE INSTRUMENTS: In June 1998, STATEMENT OF
FINANCIAL ACCOUNTING STANDARDS NO. 133, "ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES" ("FAS 133"), which, as amended, is
effective for fiscal years beginning after June 15, 2000 was issued. Earlier
application for certain provisions of this standard is permitted. FAS 133
establishes accounting and reporting standards for derivative instruments.
The Statement requires that an entity recognize all derivatives as either
assets or liabilities in the financial statements and measure those
instruments at fair value, and it defines the accounting for changes in the
fair value of the derivatives depending on the intended use of the
derivative. Management is evaluating FAS 133 and does not believe that
adoption of the Statement will have a material impact on its results of
operations, financial position or cash flows.

          ACCOUNTING FOR STOCK BASED COMPENSATION: In October 1995, STATEMENT
OF FINANCIAL ACCOUNTING STANDARDS NO. 123, "ACCOUNTING FOR STOCK BASED
COMPENSATION" ("FAS 123") was issued. This statement requires the fair value
of stock options and other stock-based compensation issued to employees to
either be included as compensation expense in the income statement or the pro
forma effect on net income and earnings per such of such compensation expense
to be disclosed in the footnotes to the Company's financial statements. The
Company has elected to follow ACCOUNTING PRINCIPLES BOARD OPINION NO. 25,
"ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES" ("APB 25") and related
interpretations in accounting for its employee stock options, and
accordingly, applies FAS 123 on a disclosure basis only as permitted under
FAS 123 (See NOTE 8). As such, FAS 123 does not impact the Company's balance
sheet or results of operations.

          RECLASSIFICATIONS: Certain prior year amounts have been reclassified
to conform with the current year presentation.

          USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires the Company
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date of the
financial statements and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.


                                       F-12
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - EFFECT OF RESTATEMENT

         In 1997, ILD acquired the assets of WorldCom as well as all of the
outstanding common stock of Interlink (see Note 17). The issuance of stock by
ILD to third parties in these transactions decreased the Company's percentage
of ownership in ILD and the value assigned to ILD common stock issued under
both of the aforementioned transactions was substantially more than the
Company's carrying amount per share of ILD stock, thus triggering a change in
the Company's interest in ILD. The Company has restated its December 31, 1997
and December 31, 1998 financial statements in accordance with Staff
Accounting Bulletin ("SAB") Topic 5H, as amended by SAB 84, to reflect the
change of interest in ILD which arose in 1997.

         The effects of the restatement at December 31, 1997 and 1998, were:
(1) to increase the investment in ILD by $1.5 million; (2) to recognize a
$1.0 million note receivable from ILD; and (3) to increase additional paid-in
capital (and stockholders' equity) by $2.5 million.

         There was no impact to the Company's income statement and cash flows
for the year ended December 31, 1997 or 1998.

NOTE 3 - ASSET IMPAIRMENT

         The continued decline in the public payphone equipment market during
1999 coupled with the discontinuation of certain product lines and the
billing services segment, led the Company to review the goodwill and
capitalized software costs for impairment.

         As a result, the Company performed an impairment analysis of the
goodwill in accordance with STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS NO.
121 "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF" ("FAS 121"), which requires that long-lived assets
held and used by an entity, or to be disposed of, be reviewed for impairment
whenever events or circumstances indicate that the net book value of such
assets may not be recoverable.

         During the fourth quarter of 1999, the Company calculated the
estimated future cash flows, undiscounted and before interest, from
continuing operations over a three-year period and determined the goodwill to
be impaired. Consequently, the Company estimated the fair value of the
goodwill based on a discounted cash flow analysis and concluded that the net
book value of this asset of $.7 million needed to be written-off.

         During the fourth quarter of 1999, the Company also compared the
unamortized capitalized software costs to their net realizable value, as
prescribed under FAS 86. The Company determined the net realizable value of
capitalized software costs by estimating the future net profits from those
assets over a three-year period and concluded that the net book value of $2.5
million of capitalized software costs as of December 31,

                                       F-13
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1999 was not recoverable.

         Accordingly, the Company recorded a non-recurring, non-cash
write-off of goodwill and capitalized software costs of $3.2 million, which
is presented in cost of sales in the statement of operations for the year
ended December 31, 1999.

         During the third quarter of 1997, the Company evaluated the
recoverability of its capitalized switching software costs, as prescribed
under FAS 86. After comparing the net book value of the capitalized switching
software costs to the estimated future net profits from those assets, the
Company recognized a non-recurring, non-cash write-down of capitalized
software costs to net realizable value of $1.6 million.

NOTE 4 - RECURRING LOSSES FROM OPERATIONS, WORKING CAPITAL FUNDING

         For the year ended December 31, 1999, the Company has continued to
experience significant losses from operations, resulting primarily from a
continuous decrease in revenues due to the decline in the payphone equipment
industry. As a result, the Company has faced difficulty in funding its
operations from internal sources and meeting its cash obligations. During the
year, significant cost-cutting measures have been undertaken by the Company.
In addition, the Company has consistently looked for external financial
support or has sold existing assets in order to meet these cash obligations.

         Additionally, during the fourth quarter of 1999, the Company
received a letter from Banca del Gottardo ("Banca") stating its intention to
"Put" to the Company its option to require repayment of the $2.6 million 8%
convertible subordinated notes (originally due on December 31, 2000) in
December 1999. The Company was able to negotiate an extension of the "Put"
option up to June 30, 2000 (See NOTE 7).

         In order to address their current liquidity needs, management sold
to Banca del Gottardo the Company's ownership in ILD (See NOTE 19). The
proceeds from this transaction were $15.5 million. A portion of the proceeds
was used to pay down existing debt, including the "Put" due June 30, 2000.
The remainder of the proceeds will be used to fund future operations. Such
reduction in debt is expected to deleverage the Company and put management in
a better position to move forward with their current growth opportunities.

                                       F-14
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         Management of the Company believes that the proceeds from the sale
of the Company's ownership in ILD will enable the Company to finance its
operations for the year ending December 31, 2000. Beyond 2000, the Company's
ability to obtain further funds from external sources will depend in part on
its ability to generate operating profits, or to substantially reduce its
operating losses, through the execution of its current business plan.
Although management of the Company believes that the Company'sales will grow
and that profitability will improve with sales, there can be no assurance
that the events necessary for such sales growth will occur as or when
expected, or that future sales growth will be sufficiently large or
profitable to permit the Company to finance its activities without recourse
to continuing sales of assets or external funding sources. There can be no
assurance that under such conditions, external funds would be available or,
if available, would not potentially dilute shareholders interests or returns.

  NOTE 5 - INVENTORIES

The components of inventories are (in thousands):
<TABLE>
<CAPTION>
                                                                                                         December 31,
                                                                                                    ----------------------
                                                                                                      1999           1998
                                                                                                    -------        -------
<S>                                                                                                 <C>            <C>
Raw materials  ................................................................                     $ 3,362        $ 3,629
Work in process................................................................                         133            428
Finished goods ................................................................                       1,003          3,150
                                                                                                    -------        -------
                                                                                                      4,498          7,207
Less reserves for obsolescence.................................................                      (1,410)        (2,030)
                                                                                                    -------        -------
Net inventory                                                                                       $ 3,088        $ 5,177
                                                                                                    =======        =======
</TABLE>

          Results of operations for the years ended December 31, 1998 and
1997 also include a charge of $.1 million and $4.4 million which represents
the excess of cost over market.

                                       F-15
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 6 - FIXED ASSETS

The components of fixed assets are (in thousands):
<TABLE>
<CAPTION>
                                                                                                           December 31,
                                                                                                           ------------
                                                                                                        1999          1998
                                                                                                        ----          ----
<S>                                                                                                    <C>          <C>
Office equipment..............................................................                         $3,404       $ 3,351
Tooling and other equipment...................................................                          5,001         5,010
                                                                                                       ------       -------

                                                                                                        8,405         8,361
Less accumulated depreciation.................................................                         (7,425)       (6,936)
                                                                                                       ------       -------
                                                                                                        $ 980       $ 1,425
                                                                                                       ======       =======
</TABLE>

          Depreciation expense for the years ended December 31, 1999, 1998 and
1997 was $.5 million, $.7 million and $1.3 million, respectively.

NOTE 7 - LONG-TERM DEBT AND LINE OF CREDIT

          The Company's debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                 1999                   1998
                                                                             -------------          ---------
<S>                                                                          <C>                    <C>
         8% Convertible subordinated notes, due 2000                             $   2,630          $  2,630
         8% Convertible subordinated notes, due 2001                                 5,000             5,000
         7% Convertible subordinated notes, due 2004                                 2,000                --
         Convertible subordinated note, due 1999                                        --             1,000
         Asset-based note collateralized by certain assets, due 1999                    --             2,811
                                                                                ----------        ----------
                                                                                     9,630            11,441

         Less:  Unamortized debt discount                                             (443)             (318)
                                                                                ----------        ----------
                                                                                     9,187            11,123
                                                                                ----------        ----------
         Less:  Current portion of long-term debt                                   (2,630)           (3,811)
                                                                                ----------        ----------
              Total long-term debt                                               $   6,557          $  7,312
                                                                                =========         ==========
</TABLE>

         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 3.9% of the Company's outstanding common stock.
Interest was payable quarterly and commenced March 31, 1994. The Company paid
the entire principal amount, including any accrued interest, on April 9, 1999.

                                       F-16
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         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 with the proceeds used to repay the previous lender and for working
capital purposes. The notes were issued with warrants to purchase 300,000
shares of the Company's common stock at $4.20 per share. As a result of
activating certain anti-dilution provisions, the warrants entitle the holder
to purchase 418,507 shares of common stock, exercisable at $3.01 per share.
The unamortized portion of the deferred debt costs recorded by the Company in
connection with those warrants was $42,081 and $84,161 as of December 31,
1999 and 1998. Additionally, a third party holds an additional warrant to
purchase 313,500 shares of common stock exercisable at $2.68 per share. 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 December 31, 1998, $4.87 million of the
Banca Del Gottardo Notes were converted to 1,159,517 shares of the Company's
common stock. Interest is payable semi-annually and commenced June 30, 1996.

         On November 22, 1996 the Company completed the sale of $5.0 million
of 8.0% convertible subordinated notes, due November 22, 2001, to Banca Del
Gottardo, with the proceeds used to repay a portion of the previous lender's
debt and for working capital purposes. These notes contain an optional
redemption clause ("Put") where, on November 22, 2000, at the holder's
discretion, the holder can Put to the Company the balance of the notes at
106% of the outstanding principal amount. The notes were issued with warrants
to purchase 200,000 shares of the Company's common stock at $5.00 per share.
As a result of activating certain anti-dilution provisions, the warrants
entitle the holder to purchase 255,643 shares of Common Stock, exercisable at
$3.91 per share. The unamortized portion of the deferred debt costs recorded
by the Company in connection with those warrants was $153,334 and $233,333 as
of December 31, 1999 and 1998. In addition, a third party holds an additional
warrant to purchase 209,473 shares of common stock at $3.58 per share. The
notes are convertible into one million shares of the Company's common stock
at a price of $5.00 per share. Interest is payable semi-annually beginning
May 1997.

         Total interest paid to Banca del Gottardo for the year ended
December 31, 1999 was $.7 million.

         On November 22, 1996 the Company entered into a Loan and Security
Agreement (the "Loan Agreement") with Finova Capital Corporation ("Finova)
pursuant to which Finova agreed to loan the Company up to $12.0 million (the
"Loan") based on an available borrowing base. The borrowing base consisted
primarily of call traffic and trade equipment receivables and inventory,
subject to eligibility requirements determined by Finova. Amounts loaned
subject to the borrowing base were determined by percentages established in
the Loan Agreement.

         The initial term of the Loan Agreement was three years. The Loan was
secured by first and prior liens and security interests encumbering
substantially all of the assets of the Company, including inventory, equipment,
accounts receivable, general intangibles, trademarks and tradenames. The Loan
Agreement contains various restrictions (including a prohibition against the
payment of dividends, limitations on capital expenditures, and restrictions on
investments) and financial ratio maintenance requirements (including minimum
working capital and net worth requirements). On January 28, 1999, the Company
retired all of its obligations to Finova.

                                       F-17
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         On January 27, 1999, the Company closed and commenced funding under
a Receivable Sale Agreement (the "RFC Agreement") with RFC Capital
Corporation ("RFC") pursuant to which RFC has agreed to purchase from the
Company certain telecommunication receivables generated by the Company in the
ordinary course of the Company's business. The proceeds from the initial sale
of receivables were used to pay all of the Company's obligations to Finova
and for working capital purposes. The RFC Agreement calls for RFC to purchase
eligible receivables from the Company from time to time upon presentation
thereof for a purchase price equal to the net value of such receivables. Net
value is designed to yield RFC an effective rate of prime plus 2.75% plus
allow RFC to retain a holdback of 5.00% in the face amount of the
receivables, net of collections, against future collection risk. For the year
ended December 31, 1999, the Company incurred $.2 million of interest expense
relating to this agreement.

         Under the RFC Agreement, the Company performs certain servicing,
administrative and collection functions with respect to the receivables sold
to RFC. Also, pursuant to the terms of the RFC Agreement, the Company has
granted to RFC a security interest in and to the Company's receivables not
sold to RFC and the Company's customer base relating to the generation of
such accounts receivable.

         The initial term of the RFC Agreement expires on December 21, 2000.

         On April 9, 1999 the Company obtained bridge financing of $1.0
million from Banca del Gottardo for the purpose of satisfying all obligations
to T.J. Berthel Investments.

          On June 11, 1999 the Company completed the sale of $2.0 million of
a 7.0% convertible subordinated note, due June 11, 2004, to Banca del
Gottardo. $1.0 million of the net proceeds from the sale of the note was used
to repay the bridge financing, with the balance utilized for working capital.
The note was issued with warrants to purchase 200,000 shares of the Company's
common stock at $1.55 per share. The stock purchase warrants were valued at
$160,456 and recorded as deferred debt costs by the Company. The unamortized
portion of those deferred debt costs was $141,779 as of December 31, 1999.
The note is convertible into 1,290,323 shares of the Company's common stock
at a price of $1.55 per share. Interest is payable semi-annually beginning
December 1999. In connection with issuing the notes, the Company
collateralized the note with 35,000 shares of ILD Series A preferred stock.

         On October 21, 1999 the Company received notice from Banca del
Gottardo of its intent to "Put" to the Company the balance of the 8.0%
convertible subordinated notes due December 31, 2000. The agreement, relating
to such convertible debt includes a Put option, giving Banca del Gottardo the
right to tender payment for the outstanding balance of the notes on December
31, 1999.

          On December 30, 1999 the Company issued warrants to purchase
200,000 shares of its Common Stock at a price of $1.00 per share to Banca del
Gottardo. In consideration of the warrants, Banca del Gottardo amended the 8%
convertible, subordinated notes due December 31, 2000 to postpone the Put on
the notes from December 31, 1999 to June 30, 2000.

                                       F-18
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          Aggregate maturities of long-term debt in the next five years are
$2.6 million, $5.0 million, $0, $0 and $2.0 million.

NOTE 8 - STOCK-BASED COMPENSATION

         As permitted under FAS 123, the Company applies APB 25, and related
interpretation, in accounting for its employee stock options. In accordance
with APB 25, no compensation expense or unearned compensation was recorded
for the years ended December 1999, 1998 and 1997. As discussed in NOTE 1, the
Company has adopted the disclosure-only provisions of FAS 123. Had
compensation cost for the Company's stock option plans been determined based
on the fair value provisions of FAS 123, the Company's net loss per share
would have been increased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                                          1999                 1998               1997
                                                                          ----                 ----               ----
                 <S>                <C>                               <C>                   <C>                <C>
                 Net loss
                 available to
                 common             As reported                       $ 11,488,000          $ 1,856,000        $11,091,000
                 shareholders       Pro forma                         $ 11,820,000          $ 2,410,000        $12,179,000



                 Basic and
                 diluted net loss   As reported                           $   0.95             $   0.19            $  1.20
                 per share          Pro forma                             $   0.97             $   0.24            $  1.31
</TABLE>

                                       F-19
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The pro forma disclosures provided are not likely to be representative
of the effects on reported net income or loss for future years due to future
grants and the vesting requirements of the Company's stock option plans. The
fair value of each grant is estimated on the date of grant using the
Black-Scholes Option pricing model with the following weighted-average
assumptions used for grants during the years ended December 31, 1999, 1998 and
1997:
<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31,
                                                                   1999                  1998               1997
                                                                   ----                  ----               ----
                     <S>                                         <C>                   <C>                 <C>
                     Dividend yield                                 --                    --                 --
                     Expected volatility                          51.20%                46.85%              66.95%
                     Risk free interest rate                       4.94%                 5.59%               5.96%
                     Option term                                 10 years              10 years            9 years
</TABLE>

          The weighted average fair value for all options granted in 1999, 1998
and 1997 was $2.03, $2.86 and $3.53 respectively.

NOTE 9 - STOCK OPTION PLANS

         The Company maintains a Nonqualified Stock Option ("NSO") Plan, an
Incentive Stock Option ("ISO") Plan (as amended), a Directors' Stock Option
Plan ("DSO") (adopted in 1991) and Other Directors Options Plan. The number
of shares which may be granted under the NSO, ISO Plans, DSO Plans and other
Directors' Option Plan may not exceed 600,000, 1,304,400, 350,000 and 67,500,
respectively. ISO's and NSO's are exercisable at such times and in such
installments as the Organization and Compensation Committee of the Board of
Directors (the "Committee") shall determine at the time of grant. In the case
of ISO's and DSO's, the option price of the shares cannot be less than the
fair market value of the underlying common stock at the date of the grant. In
the case of NSO's, the option price is determined by the Committee and cannot
be less than 85% of the fair market value of the underlying common stock.
Options expire at such time as the Committee shall determine at the time of
grant, but in the case of ISO's and DSO's no later than ten years from the
grant date. Options vest as follows: 50% on December 31 of the year of grant
and 25% on December 31 of the following two years. All options granted under
all plans in 1999, 1998 and 1997 were issued at the fair market value of the
Company's common stock.

                                       F-20
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NSO, ISO, DSO PLANS
          Stock option activity under the NSO, ISO, DSO and Other Directors'
Options Plans was:
<TABLE>
<CAPTION>
                                           NSO                     ISO                      DSO           OTHER DIRECTORS' OPTIONS
                                     -------------------   ---------------------    --------------------- ------------------------
                                                Weighted                Weighted                 Weighted                 Weighted
                                                 Average                 Average                  Average                  Average
                                                 Option                  Option                   Option                   Option
                                     Options     Price     Options       Price      Options       Price     Options        Price
                                     -------     -----     -------       -----      -------       -----     -------        -----
<S>                                  <C>           <C>     <C>             <C>        <C>          <C>        <C>         <C>
Outstanding at December 31, 1996...  600,000       $4.61   1,141,615       $5.24      200,000       $5.70      60,000       $11.08

Granted  ..........................       --          --     239,880       $4.62           --          --          --           --

Exercised..........................       --          --     (63,925)      $4.21           --          --          --           --

Canceled ..........................       --          --    (120,065)      $5.28      (30,000)      $6.04          --           --
                                     -------               ---------                  -------                 -------
Outstanding at December 31, 1997...  600,000       $4.61   1,197,505       $5.17      170,000       $5.64      60,000       $11.08

Granted  ..........................       --          --     207,500       $4.27       30,000       $4.56          --           --

Exercised..........................       --          --     (46,715)      $3.96           --          --          --           --

Canceled ..........................       --          --    (129,085)      $5.49           --          --     (15,000)       $7.56
                                     -------               ---------                  -------                 -------
Outstanding at December 31, 1998...  600,000       $4.61   1,229,205       $5.03      200,000       $5.48      45,000       $12.25

Granted  ..........................       --          --       6,500       $3.00           --          --          --           --

Canceled ..........................       --          --    (308,950)      $5.32      (80,000)      $5.23     (32,500)      $11.87
                                     -------               ---------                  -------                 -------
Outstanding at December 31, 1999...  600,000       $4.61     926,755       $4.92      120,000       $5.64      12,500       $13.25
                                     =======               =========                  =======                 =======
</TABLE>

          At December 31, 1999, 1998 and 1997, there were no shares available
to be granted under the NSO plan.

          At December 31, 1999, 1998 and 1997, there were 4,305, 392,455 and
870 shares, respectively, available for grant under the ISO Plan.

          At December 31, 1999, 1998 and 1997, there were 180,000, 100,000
and 130,000 shares, respectively, available for grant under the DSO Plan.

          At December 31, 1999, 1998 and 1997, there were 47,500, 15,000 and
zero shares, respectively, available for grant under the Other Directors'
Options Plan.

                                       F-21
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          The following tables summarize information about the fixed-price
stock options outstanding at December 31, 1999:

NSO PLAN
<TABLE>
<CAPTION>
                                       Options Outstanding                                 Options Exercisable
                       -----------------------------------------------------        ---------------------------------
                                        Weighted-Average
     Range of          Outstanding         Remaining        Weighted-Average        Exercisable at   Weighted-Average
  Exercise Prices      at 12/31/99      Contractual Life     Exercise Price            12/31/99       Exercise Price
  ---------------      -----------      ----------------     --------------            --------       --------------
  <S>                  <C>              <C>                 <C>                     <C>              <C>
             $3.625          430,000             2.9 years             $3.63                430,000              $3.63
             $6.625          100,000             1.1 years             $6.63                100,000              $6.63
             $7.750           70,000             0.6 years             $7.75                 70,000              $7.75
                             -------                                                       -------
     $3.625 - 7.750          600,000             2.3 years             $4.61                600,000              $4.61

ISO PLAN
<CAPTION>
                                       Options Outstanding                                 Options Exercisable
                       -----------------------------------------------------        ---------------------------------
                                        Weighted-Average
     Range of          Outstanding         Remaining        Weighted-Average        Exercisable at   Weighted-Average
  Exercise Prices      at 12/31/99      Contractual Life     Exercise Price            12/31/99       Exercise Price
  ---------------      -----------      ----------------     --------------            --------       --------------
  <S>                  <C>              <C>                 <C>                     <C>              <C>
              $1.688            25,000             9.0 years            $1.69                 18,750             $1.69
        $3.00 - 4.50           470,875             4.5 years            $3.81                469,250             $3.82
      $4.625 - 6.625           308,880             7.2 years            $5.09                263,255             $5.17
      $7.75 - 10.375           122,000             3.2 years            $9.42                122,000             $9.42
                               -------                                                       -------
     $1.688 - 10.375           926,755             5.4 years            $4.92                873,255             $4.96
                               =======                                                       =======

                                       F-22
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

DSO PLAN & OTHER DIRECTORS' OPTIONS
<CAPTION>
                                       Options Outstanding                                 Options Exercisable
                       -----------------------------------------------------        ---------------------------------
                                        Weighted-Average
     Range of          Outstanding         Remaining        Weighted-Average        Exercisable at   Weighted-Average
  Exercise Prices      at 12/31/99      Contractual Life     Exercise Price            12/31/99       Exercise Price
  ---------------      -----------      ----------------     --------------            --------       --------------
  <S>                  <C>              <C>                 <C>                     <C>              <C>
              $3.50           30,000             6.1 years             $3.50                 30,000              $3.50
              $4.56           30,000             8.1 years             $4.56                 30,000              $4.56
              $6.25           40,000             3.2 years             $6.25                 40,000              $6.25
              $9.25           20,000             4.1 years             $9.25                 20,000              $9.25
             $13.25           12,500             0.2 years            $13.25                 12,500             $13.25
                             -------                                                        -------
      $3.50 - 13.25          132,500             4.8 years             $6.36                132,500              $6.36
                             =======                                                        =======
</TABLE>
NOTE 10 - EMPLOYEE STOCK PURCHASE PLAN

          On November 16, 1995 the Company adopted the Intellicall Employee
Stock Purchase Plan (the "ESPP"). After the offering period ending December
31, 1999, there remain authorized and available for sale to employees an
aggregate of 250,560 shares of the Company's common stock. The maximum number
of shares available for sale under the ESPP is determined on the date of
grant and equals the sum of the payroll deductions authorized by each
participating employee (up to 10.0% of regular pay) divided by 85.0% of the
lower of the fair market value of a share of common stock on either the first
or last trading day of each offering period. Each offering period is
approximately six months in duration and commences on the first trading day
on or after January 1 and terminates on the last trading day ending the
following June 30, or commences on the first trading day on or after July 1
and terminates on the last trading day ending the following December 31.
Under the ESPP, 8,190 shares were issued at $3.936 for the offering period
ended June 30, 1997; 4,911 shares at $3.825 for the offering period ended
December 31, 1997; 3,335 shares at $3.347 for the offering period ended June
30, 1998; 1,603 shares at $1.859 for the offering period ended December 31,
1998; 5,790 shares at $1.06 for the offering period ended June 30, 1999; and
719 shares at $.956 for the offering period ended December 31, 1999.

NOTE 11 - STOCKHOLDERS' EQUITY

          COMMON STOCK: On December 30, 1999 the Company sold 1.0 million
shares of its common stock to Banca del Gottardo for $.85 per share. The
purchase price represented a 15% discount to the closing price of the
Company's common stock upon the agreed upon date of December 22, 1999.
Proceeds from the sale of the Company's stock of $.9 million were utilized for
working capital purposes.

                                       F-23
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          At December 31, 1999, there were 3,256,378 shares of common stock
reserved for options and warrants. At December 31, 1999, there were 250,560
shares of common stock reserved for the Company's Employee Stock Purchase Plan.

          PREFERRED STOCK: On July 21, 1997 (the "Closing Date") the Company
entered into a Securities Purchase Agreement (the "Purchase Agreement") with
four institutional investors (the "Investors") pursuant to which the Investors
purchased $4,000,000 of the Company's Series A Convertible preferred stock
(the "preferred stock"). The Company utilized the net proceeds from the sale
of the preferred stock (approximately $3,800,000) to pay down indebtedness to
Finova.

          As of December 31, 1999, all of the Company's Series A convertible
preferred stock had been converted for 2.5 million shares of common stock.

          COMMON STOCK PURCHASE WARRANTS: In connection with the December 29,
1995 subordinated debt issuance discussed in NOTE 7, and a result of
activating certain anti-dilution provisions, Banca Del Gottardo holds warrants
entitling the holder to purchase 418,507 shares of common stock, exercisable
at $3.01 per share. These warrants vested immediately and expire upon the date
of maturity of the underlying debt.

          In connection with the issuance of the subordinated debt, a third
party holds an additional Warrant to purchase 313,500 shares of common stock
exercisable at $2.68 per share. These warrants vested immediately and expire
upon the date of maturity of the underlying debt.

          On November 22, 1996, the Company issued additional subordinated
debt to Banca Del Gottardo as discussed in NOTE 7, and as a result of
activating certain anti-dilution provisions, Banca Del Gottardo holds warrants
entitling the holder to purchase 255,643 shares of common stock at $3.91 per
share. In addition, a third party holds an additional warrant to purchase
209,473 shares at $3.58. These warrants vested immediately and expire upon the
date of maturity of the underlying debt.

          On June 11, 1999, the Company issued additional subordinated debt to
Banca del Gottardo as discussed in NOTE 7. The notes were issued with warrants
to purchase 200,000 shares of the Company's common stock at $1.55 per share.

         On August 10, 1999 the Company issued a warrant, effective June 21,
1999 to Paytel Canada, Inc. (the "Holder") entitling the holder to subscribe
for and purchase, during the period specified in the warrant, 500,000 shares
of common stock. This warrant has been granted to the Holder in exchange for
its commitment to purchase up to $30.0 million of products and services from
the Company. For each $1.0 million actually received by the Company from the
Holder for payment of purchases of products and services from the Company from
and after the date of this warrant, there shall vest in the Holder the right
to purchase 12,500 shares of common stock at a price of $1.30 per share.


                                       F-24
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         In addition, upon receipt by the Company from the Holder of aggregate
payments equal to $30.0 million, there shall vest in the Holder the right to
purchase an additional 125,000 shares of common stock at a price of $1.30 per
share.

         The warrant is effective June 21, 1999 and expires on January 19, 2004.
As of December 31, 1999, the Holder has yet to accrue a vested interest in the
issued warrant, as the Company has not received $1.0 million worth of payments
from Paytel since June 22, 1999.

         On December 30, 1999 the Company issued warrants to purchase 200,000
shares of its Common Stock at a price of $1.00 per share to Banca del Gottardo
(See NOTE 7).

NOTE 12 - INCOME TAXES

          The components of the income tax benefit are as follows (in
thousands):

<TABLE>
<CAPTION>

                                                1999       1998       1997
                                                ----       ----       ----
<S>                                            <C>         <C>        <C>

              Current:
                 Federal                       $     0      $0         $0
                 State                               0       0          0
                                               -------     ----       ----
              Total Current                    $     0      $0         $0
                                               -------     ----       ----

              Deferred
                 Federal                       $(1,500)     $0         $0
                 State                               0       0          0
                                               -------     ----       ----
              Total Deferred                    (1,500)      0          0
                                               -------     ----       ----
              Total Income Tax Benefit         $(1,500)     $0         $0
                                               =======     ====       ====

</TABLE>

          Differences between the expected income tax benefit calculated using
the statutory federal income tax rate and the actual income tax provision are
(in thousands):
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31
                                                                     ----------------------------------------------------
                                                                       1999                    1998                   1997
                                                                       ----                    ----                   ----
<S>                                                                  <C>                      <C>                  <C>
Expected income tax benefit at the statutory rate..                  $(3,905)                 $(631)               $(3,759)
Amortization of cost in excess of net assets
     of acquired businesses........................                      255                     31                     31
Other..............................................
   Minority interest...............................                       --                     --                    277
   Other...........................................                        2                    (1)                      6
   Operating loss not benefited....................                    2,148                    601                  3,722
                                                                       -----                 ------                 ------
Income tax (benefit) provision.....................                  $(1,500)                $   --                 $  277
                                                                       =====                 ======                 ======
</TABLE>

          The tax effect of temporary differences that give rise to a
significant portion of deferred tax assets and deferred tax liabilities
consisted primarily of timing differences in the recognition of license fee
revenues and related costs, provisions for doubtful accounts in excess of
write-offs, warranty costs, inventory reserves, gain or loss on sale of assets,
software development and operator services costs, and excess tax depreciation.

                                       F-25
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          Significant components of the Company's deferred tax assets and
deferred tax liabilities under FAS 109 are (in thousands):
<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                             1999                     1998
<S>                                                                                        <C>                      <C>
Deferred tax assets:
     Bad debt reserves........................................                              $ 239                    $  --
     Investment in subsidiary.................................                              1,100                      824
     Other reserves and accruals..............................                                654                      974
     Net operating loss carryforwards.........................                             18,228                   16,238
     Unused alternative minimum tax credits...................                                127                      127
      Deferred revenue........................................                                420                       86
      Depreciation and amortization...........................                                363                       --

 Total gross deferred tax assets..............................                             21,131                   18,249

Deferred tax liabilities:
     Bad debt reserves........................................                                 --                     (183)
     Depreciation and amortization............................                                 --                     (584)

Total gross deferred tax liabilities..........................                                 --                     (767)

Less valuation allowance......................................                            (19,631)                 (17,482)

Net deferred tax assets.......................................                           $  1,500                 $     --
                                                                                         --------                 --------
</TABLE>

          The valuation allowance on deferred tax assets reflects the
Company's uncertainty regarding realization of such assets due to recent
operating loss trends. The Company expects that the sale of the ILD stock
(See Note 19) will give rise to taxable income in the year 2000 and
accordingly has reduced its valuation allowance.

          At December 31, 1999 the Company has net operating loss
carryforwards of approximately $53.6 million for federal income tax reporting
purposes. Such carryforwards, which may provide future tax benefits, expire
as follows:

<TABLE>

                  <S>      <C>
                  2007     $ 4,600
                  2008     $16,000
                  2009     $11,000
                  2010     $ 2,000
                  2011     $ 8,000
                  2018     $ 7,000
                  2019     $ 5,000
                           -------
                           $53,600

</TABLE>

          Additionally, in conjunction with the Alternative Minimum Tax
("AMT") rules, the Company has available an AMT credit carryforward for tax
purposes of $126,541. Such credit may be carried forward indefinitely as a
credit against regular tax liability.

                                       F-26
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 13 - BASIC AND DILUTED NET LOSS PER SHARE

          Basic and diluted net loss per share has been computed in accordance
with FAS 128 and is based on the weighted average number of common shares
outstanding during 1999, 1998 and 1997. The weighted average shares of common
stock outstanding were 12,132,000, 9,927,000 and 9,268,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.

          The diluted per share calculation gives effect to all dilutive
potential common shares that were outstanding during the period. The Company
had a net loss for each of the three years ended December 31, 1999, 1998 and
1997; the shares of Series A preferred stock, convertible into common stock
(See NOTE 11), the options (See NOTE 9), the warrants outstanding (See NOTE 7
and NOTE 11) and the shares of common stock to be issued upon conversion of
debt to equity (See NOTE 7) at each of the period ends were excluded from the
diluted net loss per share calculation for the years ended December 31, 1999,
1998, and 1997, as they were anti-dilutive.

NOTE 14 - COMMITMENTS

          The Company leases its office space, manufacturing facility, and
certain office equipment under operating leases.

          Future minimum rental commitments under noncancelable operating leases
are (in thousands):
<TABLE>
          <S>                                                                                                        <C>
          2000....................................................................................................      $ 429
          2001....................................................................................................        365
          2002....................................................................................................        155
          2003....................................................................................................         --
          2004 and thereafter.....................................................................................         --
                                                                                                                     --------
                                                                                                                        $ 949
                                                                                                                     ========
</TABLE>

          Total operating lease expense was $591,000, $610,000, and $1,011,000
for the years ended December 31, 1999, 1998 and 1997, respectively.

                                       F-27
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS

          The Company's financial instruments include cash and cash
equivalents, accounts receivable, receivables from related party, notes
receivable, accounts payable and long-term debt. Because of their short
maturity, the carrying values of cash and cash equivalents, accounts
receivable, receivables from related party, notes receivable and accounts
payable approximate their fair values. The fair value of long-term debt was
determined by discounting expected cash flows at discount rates currently
available to the Company for debt with similar terms and remaining maturities.

          The carrying values and estimated fair values of the Company's
financial instruments at December 31 are as follows:
<TABLE>
<CAPTION>
                                                          1999                             1998
                                             -------------------------------  -------------------------------
                                               Carrying         Estimated        Carrying        Estimated
                                                 Value         Fair Value         Value         Fair Value
                                             --------------   --------------  ---------------  --------------
<S>                                          <C>              <C>             <C>              <C>
Cash and cash equivalents                           $  694           $  694          $    16         $    16
Accounts receivable                                 $1,455           $1,455          $ 4,263         $ 4,263
Receivables from related party                      $1,258           $1,258          $ 1,658         $ 1,658
Notes receivable                                    $   --           $   --          $ 1,074         $ 1,074
Accounts payable                                    $1,798           $1,798          $ 2,085         $ 2,085
Long-term debt                                      $9,187           $8,389          $11,123         $10,404
</TABLE>

NOTE 16 - DISCONTINUED OPERATIONS

          On September 22, 1999 the Company elected to discontinue its billing
services operations effective October 21, 1999. The billing services segment
of the Company's business was determined to be unprofitable after taking into
account the administrative and support costs for the segment. The Company's
billing services system is a combination of hardware and software that
performs, without human intervention, all the functions necessary for
completing an operator assisted payphone call (i.e., collect, calling card and
credit card calls) and a range of other payphone services and features. During
the years ended December 31, 1999, 1998 and 1997, the Company reported a net
loss from discontinued operations of $.7 million, a net income of $.01
million, and a net income of $.6 million, respectively. As a result of this
action, the Company's revenues and operating expenses for the periods
presented herein reflect only the equipment operations with the net results of
the billing services operations reported on its statements of operations under
the caption "Income (loss) from discontinued operations." Net revenues related
to the discontinued billing services operations were $9.3 million, $25.8
million and $37.2 million for the years ended December 31, 1999, 1998 and
1997, respectively.


                                       F-28
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          Assets of the billing services operations disposed of consisted of
receivables of $.5 million, net of $1.8 million of allowance for doubtful
accounts as of December 31, 1999 and $3.6 million, net of $3.2 million of
allowance for doubtful accounts as of December 31, 1998.

          Liabilities of the billing services operations disposed of consisted
of payables of $.01 million as of December 31, 1999 and $.9 million as of
December 31, 1998.

          The Company believes there is no tax impact resulting from the
discontinued operations as the Company has historically been in a net loss
carryforward position, and has a valuation allowance reserved against its
deferred tax assets.

NOTE 17 - ACQUISITIONS MADE BY ILD TELECOMMUNICATIONS

          On September 2, 1997 the Company announced that its majority owned
subsidiary, ILD, purchased the operator services business and related assets
from WorldCom. The assets acquired by ILD include the operator services and
related long distance customer contracts, operator service centers in San
Antonio, Texas, Las Vegas, Nevada and Boca Raton, Florida and switching
facilities in Dallas, Texas and Los Angeles, California as well as WorldCom's
billing and collection operations and inmate operator services businesses. ILD
also entered into a long-term operator services agreement with WorldCom to
handle the international and domestic operator services requirements of
WorldCom. In addition, ILD entered into a network services contract with
WorldCom.

          The acquisition was accounted for under the purchase method as
prescribed by Accounting Principles Board No. 16 "Business Combinations". The
results of operations of the acquired business are included in the
consolidated financial statements from the date of acquisition through
December 31, 1997. The purchase price was $21.4 million net of $1.2 million of
liabilities assumed. ILD accomplished the acquisition of WorldCom's net assets
through issuance of the following:

          (i)     $.6 million in cash;
          (ii)    111,960 shares of redeemable preferred stock at $100 per
                  share;
          (iii)   34,403.67 shares of its common stock valued at $3.7 million;
                  and
          (iv)    loan agreements with NationsBank in the amount of $6.2 million
                  (including $.3 million of debt costs.

          Approximately $15.5 million was assigned to the excess of purchase
price over the fair value of net assets of the business acquired. The asset is
amortized using the straight-line method over 25 years. Also, $2.5 million was
assigned to contracts acquired and are being amortized over 6 years.


                                       F-29
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          The following unaudited proforma consolidated results of operations
for the year ended December 31, 1997 is presented as if the WorldCom
acquisition had been made at the beginning of the period presented. The
unaudited proforma information is not necessarily indicative of either the
results of operations that would have occurred had the purchase been made
during the period presented or the expected future results of the combined
operations. The Company's financial statements have not been consolidated with
those of ILD's for the years ended December 31, 1999 or 1998, and therefore,
have not been included in the following table.
<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                                              (in thousands, except per share)
                                                                             1997
                                                                           --------
<S>                                                            <C>
Net sales                                                                  $168,862
Net loss available to common shareholders                                   (11,027)
Basic and diluted net loss per common share                                   (1.19)
</TABLE>

          On December 15, 1997 ILD also acquired all of the outstanding common
stock of Interlink, a switched reseller of long distance services and provider
of enhanced services including operator services, prepaid calling cards and
prepaid local service. Interlink is located in Atlanta, Georgia and
principally serves the southeastern United States.

          The acquisition was accounted for as a purchase whereby the excess
purchase price over net assets acquired was recorded based upon the fair
values of assets acquired and liabilities assumed. The results of operations
of the acquired business were included in the consolidated financial
statements from the date of acquisition through December 31, 1997. The
purchase price was $11.4 million. ILD accomplished the acquisition of the
Interlink common stock through issuance of the following consideration:

          (i)     $2.0 million in cash;
          (ii)    $2.7 million in the form of a promissory note;
          (iii)   $1.0 million in the form of a promissory note;
          (iv)    16,117 shares of ILD's common stock valued at $175 per share;
          (v)     6,667 shares of ILD's Series B-3 Redeemable Preferred Stock
                  valued at $300 per share which is mandatorily redeemable; and
          (vi)    $.9 million, payable $.5 million on June 1, 1998 and $.4
                  million on June 1, 1999, for a five year consulting agreement.

                                       F-30
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

          Approximately $10.6 million has been assigned to the excess of
purchase price over the fair value of net assets of the business acquired. The
asset is amortized using the straight-line method over 25 years. Also $2.0
million was assigned to the non-compete agreement and is being amortized over
5 years.

          On January 1, 1998 the Company sold its prepaid services operation
to ILD in exchange for:

          (i)     $2.0 million in cash;
          (ii)    forgiveness of the Company's promissory note in the original
                  principal amount of $2 million which had previously been
                  executed and delivered to ILD to purchase 18,348.62 shares of
                  ILD common stock valued at $109 a share; and
          (iii)   a $1.0 million promissory note due at the earlier of the date
                  of ILD's public offering or December 31, 1998.

          The cash proceeds were used to further reduce the Company's
indebtedness to Finova.The Company recorded a $.8 million gain on the sale of
the prepaid services operation with the balance recorded as deferred gain on
sale of assets to an unconsolidated investee. As of December 31, 1999, the
Company had $.7 million of deferred gain.


                                       F-31
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 18 - LITIGATION AND CONTINGENCIES

          The Company is subject to ordinary legal proceedings incidental to
and arising in the normal course 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 position
or results of operations.

          In April 1997, U.S. Long Distance, Inc. ("USLDI") filed a Second
Amended Complaint against the Company, the ("Lawsuit"). The complaint sought
actual damages of $4.0 million, exemplary damages, attorney's fees and
interest for the Company's alleged tortious interference of USLDI's existing
and prospective contractual relationships with PhoneTel Technologies, Inc.
("PhoneTel"). The Second Amended Complaint alleged the Company and its then
subsidiary, Intellicall Operator Services, Inc., interfered with USLDI's
existing contractual relationship with PhoneTel, another defendant, when
PhoneTel executed an operator services agreement with the Company and its
subsidiary. On July 24, 1998, the Company, Intellicall Operator Services and
ILD settled the Lawsuit with USLDI through the collective payment of $225,000
(of which $112,500 was paid by the Company) and execution of a mutual release
of all claims.

NOTE 19 - SUBSEQUENT EVENTS

          On January 4, 2000 the Company was notified by ILD of its intention
to redeem Intellicall's interest in ILD's Series B preferred convertible
stock. ILD is to redeem 5,000 shares for $100 per share plus accrued and
unpaid dividends by April 11, 2000. As of June 30, 2000, ILD had remitted $.3
million to the Company, redeeming 1,975 shares of the Series B preferred
convertible stock and becoming current on all accrued and unpaid dividends.
Proceeds from the sale were used for general operating purposes.

         On January 18, 2000, Intellicall entered into a definitive agreement
to acquire, through the exchange of common stock of Intellicall, Heads Up
Technologies, Inc. ("Heads Up") of Carrollton, Texas. Heads Up designs,
manufactures and markets interactive digital products for the aviation, mass
transit and entertainment industries. Heads Up sells computerized products to
nearly 1,250 customers in more than 10 countries. Pursuant to the merger
agreement, Intellicall and Heads Up have agreed to an exchange ratio of
approximately (1.3) shares of Intellicall common stock for each share of
Heads Up common stock. This will result in the Heads Up shareholders being
issued approximately 11.7 million shares of Intellicall common stock,
resulting in such shareholders owning approximately 46.8 % of the issued and
outstanding Intellicall common stock following such merger. The merger was
subject to a number of conditions, including without limitation, approval by
Intellicall's stockholders. On July 24, 2000 the executives of the Company
and Heads Up mutually announced the cancellation of the merger between the
two companies. The business opportunities presented by the merger, including
anticipated cost reductions and the ability to expand in new markets, did not
justify the cost of combining the two companies. The Company's management is
currently actively pursuing other opportunities.

          On February 11, 2000 the Company signed a $.5 million revolving
promissory note with Bank of America due February 11, 2001. Interest is
payable monthly at the Prime Rate commencing on March 11, 2000 with the
principal of the note guaranteed by Bill Hunt, Chairman of the Board of
Intellicall. The Company may repay and re-borrow under the terms of the note
at any time, up to a maximum aggregate outstanding balance

                                       F-32


<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

equal to the principal amount of the note. Proceeds of the note were used for
working capital purposes.

          On April 11, 2000 the Company sold to Banca del Gottardo the
Company's remaining ownership in ILD, exclusive of 6,239 shares of Series A
preferred convertible stock the Company is required to hold pursuant to the
ILD Organization Agreement. The Company's ownership in ILD included
approximately 58,772 shares of ILD Series A convertible stock, 725 shares of
ILD Common stock and 11,111 shares of ILD Common stock obtainable upon
conversion of the $1.0 million subordinated convertible note due from ILD to
Intellicall, dated May 10, 1996. Pursuant to the sale to Banca del Gottardo,
Intellicall informed ILD as of March 10, 2000 of it's election to convert the
entire principal balance of the Note into 11,111 shares on ILD Common stock.

          The terms of the offer included the purchase of the ownership of
ILD (70,608 combined shares of Series A and Common shares) for $220 per share
or $15.5 million with the Company maintaining the option for 12 months to
repurchase the shares at $250 per share. The Company also has a right of
first refusal, should Banca del Gottardo transfer or sell the ILD stock to a
third party. This offer has been communicated to ILD and ILD shareholders in
accordance with the ILD Shareholders' Agreement referencing ILD's and ILD
shareholders' rights to match the offer and exercise certain co-sale rights.

          The Company received $1.0 million on March 13, 2000 from Banca del
Gottardo as an advance payment toward the ILD stock sale with the balance of
the proceeds received on April 27, 2000. A portion of the proceeds was used
to retire the remaining $2.6 million 8.0% convertible subordinated notes due
December 31, 2000 and $4.8 million of the 8.0% convertible subordinated notes
due November 22, 2001, both due to Banca del Gottardo. Additionally, on May
1, 2000 the Company retired the $.5 million note due to Bank of America (See
NOTE 7). The remaining proceeds will be used for general operating purposes.

          On June 30, 2000 the Company entered into an agreement with
Homisco, Inc. ("Homisco") whereby, the Company granted Homisco a
non-exclusive, non-transferable license to use the N-Genius hardware and
software products. The Company will receive a 15% royalty on gross revenues
attributed to the N-Genius products sold by Homisco. Additionally, Homisco
has assumed future warranty liabilities on any N-Genius systems currently
under warranty.

          On July 11, 2000 the Company issued warrants to purchase 100,000
shares of the Company's common stock at $1.25 per share and warrants to
purchase 100,000 shares of the Company's common stock at $1.00 per share to
Banca del Gottardo. These warrants were issued in lieu of transaction fees
for the sale of the Company's interest in ILD to Banca del Gottardo and
subsequent retirement of the $2.6 million 8% convertible, subordinated notes
due December 31, 2000 and $4.8 million of the $5.0 million 8% convertible,
subordinated notes due November 22, 2000 (See NOTE 7).

          On August 30, 2000, the Company signed a definitive agreement to
acquire Wireless WebConnect!, Inc, a nationwide wireless Internet Service
Provider. The merger will allow Intellicall to enter into the rapidly growing
high-speed wireless mobile data access market and will provide Intellicall
with expanded technological capabilities in the public access market.

          Pursuant to the Merger Agreement, Intellicall will issue to the
shareholders of Wireless WebConnect! 16,426,420 shares of common stock of
Intellicall. In addition, existing stock options of Wireless WebConnect! will
be exchanged into options to purchase 1,500,000 shares of Intellicall's
common stock. The Merger is subject to certain conditions, including approval
by Intellicall's stockholders and satisfactory completion of due diligence.
There are no assurances that the conditions precedent will be satisfied or
that the merger will be consummated.

NOTE 20 - SUMMARIZED FINANCIAL INFORMATION FOR UNCONSOLIDATED SUBSIDIARY

          As of December 31, 1999 and 1998, and for the years then ended, the
Company accounted for its investment in ILD under the equity method. The
Company's ownership percentage in ILD was 30% and 42% as of December 31, 1999
and 1998, respectively. As ILD's fiscal year end is September 30, the
summarized financial information for ILD is presented as follows:

<TABLE>
<CAPTION>

                                                        September 30,
                                                       1999       1998
                                                       ----       ----
<S>                                                   <C>        <C>
Total assets                                          $90,855    $82,102
Total liabilities                                     $65,055    $63,081
Redeemable preferred stock                            $12,224    $12,224
Stockholder's equity                                  $13,576    $ 6,797

<CAPTION>
                                                   Years Ended September 30,
                                                       1999       1998
                                                       ----       ----
Net loss                                              $(3,181)   $(1,802)

</TABLE>

                                       F-33
<PAGE>

INTELLICALL, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                                INTELLICALL, INC.

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     Additions
                                                Balance at
                                                Beginning   Charged to Costs  Charged to Other    Deductions-   Balance at End
              Description                       of Period     and Expenses   Accounts - Describe   Describe       of Period
----------------------------------------------------------- ---------------- -------------------  -----------  ---------------
<S>                                             C>          <C>              <C>                  <C>          <C>
Year Ended December 31, 1999:
          Allowance for doubtful
              accounts........................  $      442   $        233           $       --    $   (270)(a)   $       405
                                                ==========   ============           ==========    ========       ===========
          Allowance for doubtful accounts -
              notes receivable................  $       --   $        359           $       --    $     --       $       359
                                                ==========   ============           ==========    ========       ===========
          Reserve for inventory obsolescence..  $    2,030   $        310           $       --    $   (930)(c)   $     1,410
                                                ==========   ============           ==========    ========       ===========
Year Ended December 31, 1998:
          Allowance for doubtful
              accounts........................  $    1,574   $       876(b)         $       --    $ (2,008)(a)   $       442
                                                ==========   ============           ==========    ========       ===========
          Reserve for inventory obsolescence..  $    2,700   $       333            $       --    $ (1,003)(c)   $     2,030
                                                ==========   ============           ==========    ========       ===========
Year Ended December 31, 1997:
          Allowance for doubtful
              accounts........................  $    1,607   $     1,006            $       --    $ (1,039)(a)   $     1,574
                                                ==========   ============           ==========    ========       ===========
          Allowance for doubtful accounts -
              notes receivable................  $    1,762   $        --            $       --    $ (1,762)(a)   $        --
                                                ==========   ============           ==========    ========       ===========
          Reserve for inventory obsolescence..  $    3,026   $     4,382            $       --    $ (4,708)(c)   $     2,700
                                                ==========   ============           ==========    ========       ===========
</TABLE>
(a) Write-off of uncollectible accounts.
(b) Includes $94,000 reserved from a related party receivable.
(c) Write-off/write-down of inventory.

                                       F-34
<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

<TABLE>

<S>                                                                                                         <C>
Report of Independent Accountants for the years ended September 30, 1999 and
     September 30, 1998.....................................................................................S-2

Consolidated Financial Statements:

     Consolidated Balance Sheets as of September 30, 1999 and 1998..........................................S-3

     Consolidated Statements of Operations for the years ended September 30, 1999 and
       September 30, 1998...................................................................................S-4

     Consolidated Statements of Stockholders' Equity for the years ended September 30, 1999
       and September 30, 1998...............................................................................S-5

     Consolidated Statements of Cash Flows for the years ended September 30, 1999 and
       September 30, 1998...................................................................................S-6

     Notes to Consolidated Financial Statements.............................................................S-7

</TABLE>

                                                   S-1

<PAGE>












                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of ILD Telecommunications, Inc.


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash
flows present fairly, in all material respects, the financial position of ILD
Telecommunications, Inc. and its subsidiaries at September 30, 1999 and 1998,
and the results of their operations and their cash flows for the years ended
September 30, 1999 and 1998 in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.











February 25, 2000, except as
to Note 6 which is as of May 31, 2000

                                                   S-2

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE INFORMATION)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                             SEPTEMBER 30,
                                                                                  ----------------------------------
                                                                                         1999             1998
                                                                                  ----------------  ----------------
<S>                                                                               <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                     $        1,857    $          744
    Restricted cash                                                                            -             3,718
    Accounts receivable, net of allowance for doubtful
      accounts of $3,063 and $3,198, respectively                                         23,223            18,673
    Accounts receivable from related parties                                               3,750             5,184
    Prepaid and other current assets                                                       4,321             2,629
                                                                                  ----------------  ----------------
      Total current assets                                                                33,151            30,948

Property and equipment, net                                                               14,599            10,768
Excess of cost over net assets acquired, net                                              42,110            39,567
Other assets, net                                                                            995               819
                                                                                  ----------------  ----------------
      Total assets                                                                $       90,855    $       82,102
                                                                                  ================  ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Trade accounts payable and other accrued liabilities                          $       10,023    $       11,155
    Accrued telecommunication costs (includes $2,469 and $2,749
      payable to related parties in 1999 and 1998, respectively)                          10,234            11,886
    Deferred revenue                                                                       4,138             2,618
    Accrued salaries, wages and other employee expenses                                      692             1,053
    Accrued payables to related parties                                                    4,388             1,976
    Acquisition obligations                                                                   66             1,079
    Current maturities of long-term obligations                                            6,630             4,600
                                                                                  ----------------  ----------------
      Total current liabilities                                                           36,171            34,367

Long-term obligations, less current maturities (includes $5,275 and $8,286
    face amount payable to related parties in 1999 and 1998, respectively)                28,884            28,714

Commitments and contingencies

Series B-2 Redeemable Preferred Stock, $.01 par value; $100 stated
    value; 150,000 shares authorized; 102,243 shares issued and
    outstanding                                                                           10,224            10,224

Series B-3 Redeemable Preferred Stock, $.01 par value; $300 stated
    value; 10,000 shares authorized; 6,667 shares issued and outstanding                   2,000             2,000

Stockholders' equity:
    Series A and B Convertible Preferred Stock, $.01 par value;
      105,000 shares authorized; 103,461 shares issued and
      outstanding                                                                              1                 1
    Common Stock, $.01 par value; 300,000 shares authorized;
      110,168 and 72,828 shares issued and outstanding, respectively                           1                 1
    Additional paid-in capital                                                            20,684            10,724
    Retained deficit                                                                      (7,110)           (3,929)
                                                                                  ----------------  ----------------
      Total stockholders' equity                                                          13,576             6,797
                                                                                  ----------------  ----------------
        Total liabilities and stockholders' equity                                $       90,855    $       82,102
                                                                                  ================  ================


</TABLE>


              The accompanying notes are an integral part of these consolidated
                                  financial statements.

                                           S-3

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                             YEAR ENDED
                                                                                            SEPTEMBER 30,
                                                                                  ----------------------------------
                                                                                        1999              1998
                                                                                  ----------------  ----------------
<S>                                                                               <C>               <C>
Telecommunications revenues                                                       $      116,526    $      117,700
Cost of revenues                                                                          83,310            89,812
                                                                                  ----------------  ----------------
    Gross profit                                                                          33,216            27,888

Operating expenses:
    Selling, general and administrative                                                   18,928            13,430
    Provision for doubtful accounts                                                        7,588             8,380
    Depreciation and amortization                                                          6,196             3,793
    Provision for restructuring costs, net                                                   250                 -
    Write-off of deferred offering costs                                                       -             1,197
                                                                                  ----------------  ----------------
      Total operating expenses                                                            32,962            26,800
                                                                                  ----------------  ----------------

Income from operations                                                                       254             1,088

Other income (expense):
    Interest expense                                                                      (3,313)           (2,215)
    Interest income                                                                          194               173
                                                                                  ----------------  ----------------
      Total other expense                                                                 (3,119)           (2,042)
                                                                                  ----------------  ----------------

Loss before provision for income taxes                                                    (2,865)             (954)

Provision (benefit) for income taxes:
    Current                                                                                 (136)              136
    Deferred                                                                                (579)             (358)
                                                                                  ----------------  ----------------
      Total benefit for income taxes                                                        (715)             (222)
                                                                                  ----------------  ----------------

Net loss                                                                                  (2,150)             (732)
Preferred dividend requirements                                                           (1,031)           (1,070)
                                                                                  ----------------  ----------------
Net loss applicable to common stockholders                                        $       (3,181)   $       (1,802)
                                                                                  ================  ================


</TABLE>


              The accompanying notes are an integral part of these consolidated
                                  financial statements.

                                           S-4
<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                       SERIES A                       SERIES B
                                     CONVERTIBLE                     CONVERTIBLE
                                   PREFERRED STOCK                  PREFERRED STOCK                     COMMON STOCK
                           ------------------------------     -----------------------------     -----------------------------
                              SHARES            AMOUNT           SHARES           AMOUNT          SHARES            AMOUNT
                           ------------      ------------     ------------     ------------     ------------     ------------
<S>                        <C>               <C>              <C>              <C>              <C>              <C>
Balances at
    September 30, 1997              100      $          1                5     $         --               55     $          1

Issuance of common
    stock                            --                --               --               --               16               --

Conversion of
    preferred stock                  (2)               --               --               --                2               --

Preferred dividend
    requirements                     --                --               --               --               --               --

Cancellation of
    stock subscription
    receivable                       --                --               --               --               --               --

Net loss                             --                --               --               --               --               --
                           ------------      ------------     ------------     ------------     ------------     ------------

Balances at
    September 30, 1998               98                 1                5               --               73                1

Issuance of common
    stock                            --                --               --               --               29               --

Conversion of
    subordinated notes               --                --               --               --                8               --

Preferred dividend
    requirements                     --                --               --               --               --               --

Net loss                             --                --               --               --               --               --
                           ------------      ------------     ------------     ------------     ------------     ------------

Balances at
    September 30, 1999               98      $          1                5     $         --              110     $          1
                           ============      ============     ============     ============     ============     ============


<CAPTION>


                             ADDITIONAL         STOCK
                              PAID-IN        SUBSCRIPTION        RETAINED
                              CAPITAL         RECEIVABLE         DEFICIT             TOTAL
                           ------------      ------------      ------------      ------------
<S>                        <C>               <C>               <C>               <C>
Balances at
    September 30, 1997     $      7,810      $     (2,000)     $     (2,127)     $      3,685

Issuance of common
    stock                         2,914                --                --             2,914

Conversion of
    preferred stock                  --                --                --                --

Preferred dividend
    requirements                     --                --            (1,070)           (1,070)

Cancellation of
    stock subscription
    receivable                       --             2,000                --             2,000

Net loss                             --                --              (732)             (732)
                           ------------      ------------      ------------      ------------

Balances at
    September 30, 1998           10,724                --            (3,929)            6,797

Issuance of common
    stock                         7,274                --                --             7,274

Conversion of
    subordinated notes            2,686                --                --             2,686

Preferred dividend
    requirements                     --                --            (1,031)           (1,031)

Net loss                             --                --            (2,150)           (2,150)
                           ------------      ------------      ------------      ------------

Balances at
    September 30, 1999     $     20,684      $         --      $     (7,110)     $     13,576
                           ============      ============      ============      ============


</TABLE>



              The accompanying notes are an integral part of these consolidated
                                  financial statements.

                                           S-5


<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                            YEAR ENDED
                                                                                           SEPTEMBER 30,
                                                                                 ----------------------------------
                                                                                      1999              1998
                                                                                 ----------------  ----------------
<S>                                                                              <C>               <C>
Cash flows from operating activities:
    Net loss                                                                     $        (2,150)  $          (732)
    Adjustments to reconcile net loss to net cash provided by
      operating activities:
        Depreciation and amortization                                                      6,196             3,793
        Provision for doubtful accounts                                                    7,588             8,380
        Provision for restructuring costs, net                                               250                 -
        Other                                                                                189               127
        Changes in operating assets and liabilities, net of effect of
           acquisitions:
             (Increase) decrease in restricted cash                                        3,718            (3,718)
             Increase in accounts receivable                                             (12,437)          (15,641)
             (Increase) decrease in accounts receivable from related parties               1,434            (3,296)
             Increase in other current assets                                             (1,603)           (2,647)
             Increase in other assets                                                       (380)             (375)
             Increase (decrease) in trade accounts payable
               and other accrued liabilities                                              (2,250)            4,695
             Increase (decrease) in accrued telecommunication costs                       (1,652)            4,142
             Increase in accrued payables to related parties                               2,412             1,559
             Increase in deferred revenue                                                  1,520               553
             Increase (decrease) in accrued salaries, wages, and other
               employee expenses                                                            (361)              367
                                                                                 ----------------  ----------------

                  Net cash provided by (used in) operating activities                      2,474            (2,793)
                                                                                 ----------------  ----------------

Cash flows from investing activities:
    Purchase of Comdata                                                                   (2,800)                -
    Purchase of other prepaid operations                                                    (965)           (5,475)
    Purchases of property and equipment                                                   (4,078)           (5,970)
    Sale of assets                                                                         1,000             2,750
    Purchase of WorldCom Assets                                                                -              (235)
    Purchase of Interlink, net of cash                                                         -            (5,743)
    Purchase of Intellicall Prepaid Operations                                                 -            (2,026)
                                                                                 ----------------  ----------------

                  Net cash used in investing activities                                   (6,843)          (16,699)
                                                                                 ----------------  ----------------

Cash flows from financing activities:
    Net proceeds from credit facility                                                      1,466            16,449
    Proceeds from borrowing on long-term debt                                              1,500             3,521
    Repayments of borrowings on long-term debt                                            (2,892)           (1,134)
    Payments on capital leases                                                              (704)             (263)
    Dividends paid                                                                        (1,031)           (1,073)
    Proceeds from issuance of stock                                                        7,143                 -
    Proceeds from sales-leaseback of equipment                                                 -             2,378
                                                                                 ----------------  ----------------

                  Net cash provided by financing activities                                5,482            19,878
                                                                                 ----------------  ----------------

Net increase in cash and cash equivalents                                                  1,113               386
Cash and cash equivalents at beginning of period                                             744               358
                                                                                 ----------------  ----------------

Cash and cash equivalents at end of period                                       $         1,857   $           744
                                                                                 ================  ================


                         See Notes 3, 6, 9 and 10 for supplementary disclosures

        The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                                       S-6

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

1.    DESCRIPTION OF BUSINESS AND ORGANIZATION

      ILD Telecommunications, Inc. and its subsidiaries ("ILD" or the
      "Company") is a nationwide facilities-based provider of prepaid phone
      services and telecommunications outsourcing services. The Company offers
      prepaid services through prepaid calling cards to individual consumers
      nationwide through vending and over-the-counter retail outlets and the
      Internet. ILD offers a broad range of outsourcing services including
      operator services, billing and collection services and traditional long
      distance services. The core of ILD's outsourced services is operator
      services consisting of operator assisted (auto and live) calls and
      long-distance services that are processed through its state-of-the-art
      call centers and switch-based network. Customers served are generally
      grouped in the following categories: hospitality, payphone, correctional,
      interexchange carriers ("IXCs"), Regional Bell Operating Companies
      ("RBOCs") and other long-distance providers.

      In May 1999, the Company acquired all of the outstanding common stock of
      Calling Products & Debit Cards, L.L.C. ("Comdata") (see Note 3), a
      provider of prepaid long distance calling cards. The acquisition expanded
      the Company's prepaid calling card vending distribution primarily in the
      trucking industry.

      In January 1998, the Company acquired the prepaid service operations of
      Intellicall, Inc. ("Intellicall") (see Note 3). This acquisition expanded
      the Company's prepaid calling card distribution channels and increased
      the volume of minutes over ILD's network.

      In December 1997, the Company acquired all of the outstanding common
      stock of Interlink Telecommunications, Inc. ("Interlink") (see Note 3), a
      facilities-based reseller of long distance services and provider of
      enhanced services including prepaid calling cards, prepaid local service
      and operator services. Interlink provided the Company with the
      infrastructure for offering prepaid phone services.

      The Company was formed in April 1996 and commenced operations on May 10,
      1996 when Intellicall entered into an agreement with certain investor
      groups to create ILD. Intellicall transferred ownership in its
      wholly-owned subsidiary, Intellicall Operator Services, Inc. ("IOS") and
      the activities of the long distance resale division of Intellicall to the
      Company in exchange for $2,000,000 cash, a $1,000,000 convertible
      subordinated note, and Series B Preferred and Common Stock representing
      approximately 72.5% of the voting stock of the Company. The consideration
      was treated as a dividend to Intellicall and was reflected as a reduction
      of retained earnings. The other investor groups collectively purchased
      $2,000,000 of Common Stock, representing approximately 27.5% of the
      voting stock of the Company, and purchased $1,000,000 of the Company's
      subordinated convertible notes. At September 30, 1999, Intellicall holds
      stock representing 34.3% of the voting stock of the Company. The decrease
      in Intellicall's ownership in the Company is primarily related to
      issuance of the Company's stock in connection with acquisitions and the
      sale of a portion of the Company's stock held by Intellicall to
      third-party investors.


                                      S-7

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of the Company
      and its subsidiaries. All significant intercompany accounts and
      transactions have been eliminated in consolidation.

      FINANCIAL INSTRUMENTS

      The fair market value of financial instruments is determined by reference
      to various market data and other valuation techniques as appropriate. The
      Company believes that the fair values of financial instruments at
      September 30, 1999 and 1998 approximate their recorded values. The fair
      values of cash and cash equivalents, restricted cash, accounts
      receivable, accounts receivable from affiliates, trade accounts payable
      and other accrued liabilities, accrued telecommunication costs, accrued
      salaries, wages and other employee expenses, and accrued payables to
      affiliates approximate cost because of the immediate or short-term
      maturity of these financial instruments. The fair value of long-term
      obligations, including current maturities, with no quoted market prices
      has been estimated based on the current rates offered to the Company for
      similar types of borrowing arrangements with comparable terms and
      maturities. The fair values of the Series B-2 and B-3 Redeemable
      Preferred Stock and the Series A and B Convertible Preferred Stock are
      estimated at the related carrying values as such stock is not traded in
      the open market and market prices are not readily available.

      BUSINESS AND CREDIT CONCENTRATIONS

      In the normal course of business, the Company extends unsecured credit to
      its customers. Management has provided an allowance for doubtful accounts
      to provide for amounts which may eventually become uncollectible and to
      provide for any disputed charges. One customer accounted for
      approximately 13% of total consolidated revenues for the year ended
      September 30, 1999, and two customers accounted for approximately 13% and
      11%, respectively, of total consolidated revenues for the year ended
      September 30, 1998.

      CASH AND CASH EQUIVALENTS

      Cash and cash equivalents include cash on hand and investments with
      purchased original maturities of three months or less. The Company has
      not experienced any losses on its cash and cash equivalents.

      RESTRICTED CASH

      Restricted cash represents collections from local exchange carriers
      ("LECs") which are contractually owed to the Company's billing and
      collections customers but have not been remitted due to timing. A
      corresponding liability is recorded in the Company's balance sheet.


                                      S-8

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

      The balance in restricted cash is affected by the timing of LEC receipts
      as well as the timing of customer advances. Customer advances at
      September 30, 1999 and 1998, were approximately $2,600,000 and $850,000,
      respectively. This increase in advances, as well as delayed receipts from
      the Company's largest LEC, affected the balance of restricted cash at
      September 30, 1999.

      PROPERTY AND EQUIPMENT

      Property and equipment are stated at cost. Depreciation and amortization
      for financial statement purposes are provided by the straight-line method
      over the estimated useful lives of the depreciable assets. Maintenance
      and repairs are expensed as incurred while replacements and betterments
      are capitalized.

      EXCESS OF COST OVER NET ASSETS ACQUIRED

      Excess of cost over net assets acquired reflects the acquired cost of
      goodwill, customer contracts, noncompete agreements, other intangibles,
      and related items. These items are being amortized by the straight-line
      method over their estimated useful lives, ranging from 2 to 25 years. In
      accordance with the provisions of Statement of Financial Accounting
      Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
      FOR LONG-LIVED ASSETS TO BE DISPOSED OF ("FAS 121"), it is the Company's
      policy to review long-lived assets and identifiable intangibles for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. In the event that
      total assets (including property and equipment) are found to be stated at
      amounts in excess of estimated future cash flows, the assets are adjusted
      for impairment to a level commensurate with a discounted cash flow
      analysis of the underlying assets. The Company's policy with respect to
      intangible assets, including goodwill, is to compare the carrying value
      of such assets to the estimated fair market value of these assets. In
      cases where the carrying value exceeds the estimated fair market value,
      impairment charges are taken.

      Based on its most recent analysis, the Company believes no impairment of
      such assets existed at September 30, 1999.

      DEBT ISSUANCE COSTS

      The Company defers costs incurred directly in connection with the
      issuance of debt obligations and charges such costs to interest expense
      on a straight-line basis over the terms of the respective debt
      agreements.

      REVENUE RECOGNITION

      The Company recognizes revenue as services are performed based on end
      user usage, net of an estimate for uncollectible revenue. The Company
      sells its services to its customers primarily on a measured time basis.

      The Company recognizes revenue from its billing and collection services
      upon processing records that are to be billed and collected by the
      Company.


                                      S-9

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

      The Company records deferred revenue on prepaid calling cards when the
      customer is invoiced or the cards are purchased by the end user. The
      Company recognizes the deferred revenue as revenue when the end user
      utilizes calling time or upon expiration of the card.

      CUSTOMER COMMISSIONS

      The Company pays commissions based on call traffic to payphone owners and
      hospitality facilities (referred to by the Company as "customers",
      although such persons are not the end users of the Company's service) for
      call traffic originating at such customers' phones that is processed by
      the Company. Such commissions are included in cost of revenues in the
      period the traffic originates, and such payments are generally made
      within thirty days of the end of the processing month.

      The Company pays commissions to certain locations where prepaid calling
      cards are sold through vending machines. Such commissions are included in
      cost of revenues in the period the prepaid calling card is sold.

      ADVERTISING COSTS

      Advertising costs are expensed in the period incurred. Advertising
      expense for the years ended September 30, 1999 and 1998 were $958,000 and
      $287,000, respectively.

      ACCOUNTING FOR STOCK-BASED COMPENSATION

      Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR
      STOCK-BASED COMPENSATION ("FAS 123"), requires the fair value of stock
      options and other stock-based compensation issued to employees to either
      be included as compensation expense in the income statement, or the pro
      forma effect on net income and earnings per share of such compensation
      expense to be disclosed in the footnotes to the Company's financial
      statements. The Company has adopted FAS 123 on a disclosure basis only.
      The Company has elected to continue to account for stock-based
      compensation using the intrinsic value method prescribed in Accounting
      Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES
      ("APB 25"), and related interpretations.

      USE OF ESTIMATES

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires the Company to make estimates and
      assumptions that affect the reported amounts of assets and liabilities
      and disclosure of contingent liabilities at the date of the financial
      statements and reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.

      INCOME TAXES

      In accordance with Statement of Financial Accounting Standards No. 109,
      ACCOUNTING FOR INCOME TAXES ("FAS 109"), deferred income taxes are
      calculated utilizing an asset and liability approach whereby deferred
      taxes are provided for tax effects of basis differences for assets and
      liabilities arising from differing treatments for financial and income
      tax reporting purposes. Valuation allowances against deferred tax assets
      are provided where appropriate.


                                      S-10

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

      RECLASSIFICATIONS

      Certain prior year amounts have been reclassified to conform with the
      current year presentation.

























                                      S-11


<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      During June 1999, the Financial Accounting Standards Board ("FASB")
      issued Statement of Financial Accounting Standards No. 137 ("FAS 137"),
      ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES -- DEFERRAL
      OF THE EFFECTIVE DATE OF FASB STATEMENT 133 ("FAS 133"). FAS 137 defers
      the effective date of FAS 133 to fiscal 2001. Management is evaluating
      FAS 133 and does not believe that adoption of the Statement will have a
      material impact on its financial statements.

3.    ACQUISITIONS

      Effective May 15, 1999, the Company acquired all of the outstanding
      common stock of Calling Products & Debit Cards, L.L.C. ("Comdata"), a
      provider of prepaid calling cards. Comdata is located in Nashville,
      Tennessee and principally serves the southeastern United States. The
      acquisition of Comdata common stock was accomplished by payment of the
      following consideration: (i) $2,400,000 in cash and (ii) $3,120,000 in
      the form of a promissory note payable due $100,000 monthly from July 1999
      through December 1999, $1,470,000 in December 1999, and $1,050,000 in
      December 2000 with interest at 7.5% per annum. The Company capitalized
      $40,000 of transaction costs related to the acquisition in excess of cost
      over net assets acquired.

      The financial statements reflect the preliminary allocation of the
      purchase price. The Company has contingencies in the amount of $980,000
      which could be payable to the seller if certain customer contracts are
      renewed, or if certain revenue levels are attained. Accordingly, in
      fiscal year 2000, goodwill associated with the acquisition may increase.

      Effective January 1, 1998, the Company acquired the prepaid service
      operations of Intellicall, Inc. ("Intellical Prepaid Operations") by
      payment of the following consideration: (i) $2,000,000 in cash, (ii)
      cancellation of a note receivable in the original principal amount of
      $2,000,000 reflected as stock subscription receivable as of September 30,
      1997, which amount was recorded upon the sale of 18,349 shares of Common
      Stock at $109 per share in September 1997, and (iii) $1,000,000 in the
      form of a promissory note due no later than December 31, 1998.

      Effective December 15, 1997, the Company acquired all of the outstanding
      common stock of Interlink Telecommunications, Inc. ("Interlink"), a
      facilities-based reseller of long distance services and provider of
      enhanced services including prepaid calling cards, prepaid local service
      and operator services. Interlink was located in Atlanta, Georgia and
      principally serves the southeastern United States.

      The acquisition of Interlink common stock was accomplished by payment of
      the following consideration: (i) $2,000,000 in cash, (ii) $2,700,000 in
      the form of a promissory note payable due $1,800,000 on December 31, 1997
      and $900,000 on March 31, 1998 bearing no interest, (iii) $1,000,000 in
      the form of a promissory note payable due $250,000 on a quarterly basis
      commencing September 30, 1998 with interest at 9% per annum also payable
      quarterly, (iv) 16,117 shares of the Company's Common Stock valued at
      $175 per share, (v) 6,667 shares of the Company's Series B-3 Redeemable
      Preferred Stock which has a stated value of $300, and (vi) a five year
      consulting agreement for $850,000 payable $425,000 on June 1, 1998 and
      $425,000 on June 1, 1999. The consulting agreement is being amortized on
      a straight-line basis


                                      S-12

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

      over a period of five years. The Company capitalized $371,000 of
      transaction costs related to the acquisition in excess of cost over net
      assets acquired.

      The Company has acquired several smaller prepaid operations in 1999 and
      1998 for aggregate purchase prices of approximately $735,000 and
      $6,653,000, respectively. The purchase prices in 1999 include $285,000 of
      cash, and $450,000 of notes payable due $50,000 on April 19, 1999 and
      $400,000 payable quarterly with interest commencing on June 15, 1999. The
      purchase prices in 1998 include 286 shares of the Company's Common Stock
      valued at $325 per share, a contingent earn-out agreement that was
      settled by the payment of $425,000 and issuance of 500 shares of the
      Company's Common Stock valued at $325 per share, and a $250,000 note
      payable due January 1, 1999.

      The acquisitions were accounted for using the purchase method of
      accounting whereby the excess purchase price over the net assets acquired
      has been recorded based upon the fair values of assets acquired and
      liabilities assumed. The Company's consolidated statements of operations
      include the results of the operations of the acquisitions since their
      respective effective acquisition dates.

      The approximate fair values of accounts receivable, property and
      equipment and other assets acquired and current and long-term liabilities
      assumed at the effective dates of all of the acquisitions combined were
      $624,000, $1,348,000, $75,000, $113,000 and $0, respectively in 1999, and
      were $1,716,000, $2,182,000, $940,000, $5,158,000 and $928,000,
      respectively in 1998.

      A summary of the acquisitions excess of cost over net assets acquired for
      financial reporting purposes is as follows (in thousands):

      <TABLE>
      <CAPTION>
                                                               SEPTEMBER 30,
                                                       ----------------------------
                                                            1999           1998
                                                       -------------   ------------
       <S>                                             <C>             <C>

       Goodwill                                        $     36,941    $     32,936
       Customer contracts                                     6,169           5,447
       Noncompete agreements                                  3,726           2,000
       Other                                                  1,100           1,449
                                                       -------------   ------------
                                                             47,936          41,832
       Accumulated amortization                              (5,826)         (2,265)
                                                       ------------    ------------
       Total excess of cost over net assets acquired   $     42,110    $     39,567
                                                       ============    ============
</TABLE>

      The following unaudited pro forma combined results of operations of the
      Company assume that the Interlink and Comdata acquisitions were completed
      on October 1, 1997. These pro forma amounts represent historical
      operating results of these acquisitions combined with those of the
      Company with appropriate adjustments to give effect to interest expense,
      depreciation and amortization expense and preferred dividend
      requirements. These pro forma amounts are not necessarily indicative of
      consolidated operating results which would have been included in the
      operations of the Company during the periods presented, or which may
      result in the future, because those amounts do not reflect full
      transmission and switched service cost optimization, and the synergistic


                                      S-13

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

      effect on operating, selling, general and administrative expenses nor do
      the amounts reflect any higher costs associated with unanticipated
      integration or other organizational activities the Company may be forced
      to undertake as a result of the acquisitions (in thousands):

      <TABLE>
      <CAPTION>
                                                              YEAR ENDED
                                                             SEPTEMBER 30,
                                                    ------------------------------
                                                        1999              1998
                                                    -------------     ------------
      <S>                                           <C>               <C>

      Revenues                                      $    119,981      $    125,621

      Net loss                                      $     (2,101)     $       (855)

      Net loss applicable to common stockholders    $     (3,132)     $     (1,950)

      </TABLE>

      The revenue and net income (loss) provided by the other smaller prepaid
      acquisitions are not significant to the Company's operations.

4.    PROPERTY AND EQUIPMENT

      Property and equipment consist of the following (in thousands):

      <TABLE>
      <CAPTION>
                                                             SEPTEMBER 30,
                                                  ----------------------------------
                                                       1999              1998             LIFE
                                                  ----------------  ----------------  ----------------
      <S>                                         <C>               <C>               <C>

      Switching and other network equipment       $         6,360   $         3,838       5 years
      Computer equipment and software                       3,123             2,277       5 years
      Prepaid calling card vending machines                 5,104             3,343       5 years
      Furniture, fixtures and other equipment               3,675             2,806       5 years
                                                   ----------------  ----------------
                                                           18,262            12,264
      Accumulated depreciation and amortization            (3,663)           (1,496)
                                                   ----------------  ----------------
      Total property and equipment                $        14,599   $        10,768
                                                   ================  ================
      </TABLE>

      Switching and other network equipment totaling $1,989,000 and $2,687,000
      were acquired under capital leases in the year ended September 30, 1999
      and 1998, respectively. Accumulated amortization for switching and other
      network equipment under capital leases was $869,000 and $265,000 at
      September 30, 1999 and 1998, respectively. The Company has the option to
      purchase this equipment upon expiration of the leases. Total depreciation
      and amortization expense related to property and equipment, including
      equipment under capital leases, charged to income for the years ended
      September 30, 1999 and 1998 was $2,624,000 and $1,446,000, respectively.


                                      S-14

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

5.    ACCRUED TELECOMMUNICATION COSTS

      Accrued telecommunication costs consist of the following (in thousands):

                                                         SEPTEMBER 30,
                                                -----------------------------
                                                    1999              1998
                                                ------------     ------------

      Transmission                              $      5,869     $      6,100
      Customer commissions payable                     2,273            2,955
      Other                                            2,092            2,831
                                                ------------     ------------
      Total accrued telecommunications costs    $     10,234     $     11,886
                                                ============     ============


6.    LONG-TERM OBLIGATIONS

      Long-term obligations consist of the following (in thousands):

      <TABLE>
      <CAPTION>
                                                                             SEPTEMBER 30,
                                                                    -------------------------------
                                                                        1999             1998
                                                                    --------------  ---------------
      <S>                                                           <C>             <C>

      Senior secured notes to investors due in May 2001
        with interest payable monthly at 13.5% per annum            $       2,000   $        2,000

      Convertible subordinated notes to investors due in
        May 2001 with interest payable quarterly at 10% per annum           2,000            2,000

      Senior secured term note payable to a bank                            2,700            3,900

      Senior secured revolving credit facility payable to a bank           18,479           17,013

      Subordinated promissory note to related party
        due December 31, 1998                                                 850            1,000

      Capital lease obligations                                             3,909            2,498

      Promissory note secured by equipment, payable
        in monthly installments to July 2003 with interest
        at 11% per annum                                                      805              950

      Promissory note secured by equipment, payable in
        monthly installments to June 2003 with interest
        at 12% per annum                                                    1,426                -

      Subordinated promissory note to acquiree with
        interest payable at 7.5%                                            2,720                -

      Subordinated promissory note to acquiree payable
        in quarterly installments to March 15, 2000
        with interest at 7% per annum                                         200                -

      Subordinated promissory note to officer due on
        June 30, 1999 with interest due quarterly at 9% per annum               -              750

      Subordinated convertible notes to shareholders with
        interest due quarterly at 15% per annum                                 -            2,536

      </TABLE>




                                       S-15

<PAGE>


ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

                                                          SEPTEMBER 30,
                                                 -----------------------------
                                                      1999            1998
                                                 -------------   -------------

      Other                                      $         425   $         690
                                                 -------------   -------------

                                                        35,514          33,337
      Less current maturities:
        Long term debt                                  (5,145)         (3,250)
        Capital lease obligations                       (1,060)           (660)
        Other                                             (425)           (690)
      Less unamortized debt discount                         -             (23)
                                                 -------------   -------------

      Long-term portion                          $      28,884   $      28,714
                                                 =============   =============

      On August 29, 1997, the Company obtained a $5,000,000 senior secured term
      loan facility and a $20,000,000 senior secured revolving credit facility
      (subject to borrowing availability) from Bank of America (formerly
      NationsBank) to facilitate acquisitions and to provide working capital
      for operations. At September 30, 1999, $2,700,000 of the senior secured
      term loan facility was outstanding and $18,479,272 of the $20,000,000
      senior secured revolving credit facility was outstanding. Unused
      borrowing availability under the senior secured revolving credit facility
      was approximately $690,000 at September 30, 1999. The borrowings under
      these credit facilities are secured by principally all of the assets of
      the Company.

      The senior secured term loan facility bears interest at prime plus 2.5%
      (10.75% at September 30, 1999) per annum and is payable monthly.
      Principal payments are due in quarterly installments of $300,000 through
      December 31, 1999, quarterly installments of $420,000 through September
      30, 2000, and a final payment of $840,000 on October 31, 2000.

      The senior secured revolving credit facility has a maximum availability
      of $20,000,000, with borrowings based on 85% of eligible receivables
      minus certain reserves. This facility matures on October 31, 2000.
      Borrowings under this facility bear interest at a floating rate from the
      bank's prime rate to .5% above the bank's prime rate (8.75% at September
      30, 1999) depending upon the ratio of senior funded debt to earnings
      before interest, taxes, depreciation and amortization ("EBITDA"). At the
      Company's option, the interest rate on additional advances may be fixed
      at a floating rate ranging from 2.25% to 2.75% above the London Interbank
      Offered Rate ("LIBOR"), subject to certain minimum amounts and duration
      of borrowings, which is also dependent upon the ratio of senior funded
      debt to EBITDA. There were no LIBOR borrowings outstanding at September
      30, 1999.

      The credit facilities agreement contains covenants which, among other
      restrictions, (i) require the Company to satisfy certain financial ratios
      related to senior funded debt to EBITDA, minimum net worth and minimum
      fixed charge coverage; (ii) limit the Company's ability to incur
      indebtedness; (iii) limit investments and capital expenditures; (iv)
      limit operating leases; (v) limit mergers, consolidation or sale of
      assets; (vi) limit liens; (vii) require the Company to maintain minimum
      availability under the revolving credit facility of not less than
      $500,000; (viii) require the Company to maintain a positive net income in
      the 1997 fiscal year; and (ix) prohibit the payment



                                      S-16


<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       of dividends without the prior written consent of the lender when
       dividends paid, together with interest paid on the convertible
       subordinated debt, exceed $1,900,000 in the aggregate in any fiscal
       year.

       At September 30, 1999, the Company was not in compliance with the senior
       funded debt to EBITDA ratio and fixed charge coverage ratio contained in
       the senior credit agreement. On March 31, 2000 and May 31, 2000, the
       Company entered into amendments with the bank whereby the bank waived
       any covenant violation that existed through and including December 31,
       1999. The Company was in compliance with all covenant requirements at
       March 31, 2000 and expects to be in compliance with all future
       measurement dates. Under these amendments, the Company was required to
       pay one-time amendment fees to the bank of $50,000 and an additional
       $25,000 fee for each 60-day period subsequent to May 31, 2000 during
       which the credit facilities remain outstanding. Additionally, the bank
       amendments eliminated the Company's option to fix interest rates on the
       senior secured revolving credit facility at LIBOR plus an applicable
       margin and extended the maturity date of the credit facilities to
       October 31, 2000. At that date, the Company must either negotiate an
       additional extension with the bank or secure a new credit facility from
       another lender.

       In 1996, $2,000,000 of senior secured notes were issued with a Common
       Stock purchase warrant exercisable into 7,239 shares of stock at $0.01
       per share. These notes are subordinated to the senior secured term loan
       and senior secured revolving credit facility. Under the terms of the
       senior secured notes, the Company may not pay dividends without the
       prior written consent of the lenders, although dividends may be paid to
       the holders of the Series B Convertible Preferred Stock as long as the
       Company is not in default under the notes.

       The $2,000,000 of convertible subordinated notes are convertible into
       Common Stock at the rate of one share of Common Stock of the Company for
       each $90 of principal then due the holder. In March 2000, $1,000,000 of
       the convertible subordinated notes were converted into 11,111 shares of
       Common Stock of the Company.

       The $2,536,000 subordinated convertible notes to shareholders were
       issued to facilitate the acquisition of a prepaid operations company.
       The notes were converted at December 31, 1998 into Common Stock at the
       rate of one share of Common Stock of the Company for each $325 of
       principal plus accrued interest then due the holder.

       The subordinated promissory note to a related party was issued as a
       portion of the consideration paid in the acquisition of the Intellicall
       Prepaid Operations. The remaining balance of this note is classified as
       current as the Company intends to repay the obligation during fiscal
       2000.

       The $2,720,000 subordinated promissory note to acquiree was issued as a
       portion of the consideration paid in the acquisition of Comdata. The
       note requires monthly principal payments of $100,000 (with interest)
       from July 1999 to December 1999. In addition to the monthly payments,
       two additional principal payments of $1,470,000 and $1,050,000 are due
       on December 31, 1999 and December 31, 2000, respectively.

                                    S-17

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       The aggregate maturities of long-term obligations over the next five
       years as adjusted for the March 2000 and May 2000 credit agreement
       amendments are (in thousands) $6,630, $25,939, $1,807, $1,087 and $52,
       respectively.































                                    S-18

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       Interest paid during the years ended September 30, 1999 and 1998 was
       $3,085,000 and $2,151,000, respectively.

7.     CAPITAL STOCK

       Each share of the Series A Convertible Preferred Stock has a stated
       value of $72.69 and entitles the holder to convert it into one share of
       Common Stock. Voting rights are the same as for common stockholders, no
       preferences exist except over Common Stock, and holders are not
       entitled to receive dividends. In 1998, the holder of the Series A
       Convertible Preferred Stock converted 1,539 shares into 1,539 shares of
       the Company's Common Stock.

       Each share of the Series B Convertible Preferred Stock has a stated
       value of $100 and entitles the holder to receive an annual cumulative
       dividend of 9%, payable quarterly. The Company has the right to call
       the Series B Convertible Preferred Stock at its discretion and if not
       called within three years of issuance, the shares are convertible at
       the option of the holder into Common Stock at the rate of $90 per
       common share. The Series B Convertible Preferred Stock has a put
       provision providing the holder the right to force repurchase if the
       Company raises at least $5,000,000 through either a debt or equity
       public offering. Series B Convertible Preferred Stock is nonvoting, but
       has preference over Common Stock and Series A Convertible Preferred
       Stock with respect to liquidation and dividend rights. In January 2000,
       the Company redeemed 2,000 shares of Series B Convertible Preferred
       Stock for $200,000.

       Each share of the Series B-2 Redeemable Preferred Stock has a stated
       value of $100 and entitles the holder to receive an annual cumulative
       dividend of 8.50%, payable semiannually. The redemption amount of the
       Series B-2 Redeemable Preferred Stock is equivalent to the stated value
       plus any additional dividends accrued at the date of redemption. Subject
       to certain restrictions in loan agreements, each holder has the right,
       commencing on the fifth anniversary date after issuance, to require the
       Company to purchase the holder's shares at the stated value of $100 per
       share plus any additional dividends accrued at the date of redemption,
       making it mandatorily redeemable. The Company, at its discretion, has
       the right to purchase the holder's shares at the stated value of $100
       per share for all shares not previously purchased. Series B-2
       Redeemable Preferred Stock is nonvoting, but has preference over Common
       Stock and Series A Convertible Preferred Stock with respect to
       liquidation and dividend rights.

       Each share of the Series B-3 Redeemable Preferred Stock has a stated
       value of $300 and entitles the holder to receive an annual cumulative
       dividend of 6.00%, payable quarterly. The redemption amount of the
       Series B-3 Redeemable Preferred Stock is equivalent to the stated value
       plus any additional dividends accrued at the date of the redemption.
       Subject to certain restrictions in loan agreements, each holder has the
       right, commencing on the fifth anniversary date after issuance, to
       require the Company to purchase the holder's shares at the stated value
       of $300 per share plus any additional dividends accrued at the date of
       redemption, making it mandatorily redeemable. The Company, at its
       discretion, has the right to purchase the holder's shares at the stated
       value of $300 per share for all shares not previously purchased. Series
       B-3 Redeemable Preferred Stock is nonvoting, but has preference over
       Common Stock and Series A Convertible Preferred Stock with respect to
       liquidation and dividend rights.

                                    S-19

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       In 1996, the Company issued the holders of the convertible subordinated
       notes a common stock purchase warrant exercisable into 7,239 shares of
       Common Stock at $.01 per share which expires on June 30, 2001, unless
       exercised earlier. The Company also issued a stockholder a common stock
       purchase warrant exercisable into 6,000 shares of Common Stock at $90
       per share which expires on June 30, 2001, unless exercised earlier.

8.     STOCK OPTIONS

       The Company maintains an Incentive Stock Option ("ISO") Plan and a
       Nonincentive Stock Option ("NSO") Plan under which 66,900 options to
       purchase shares of Common Stock may be granted to directors, officers
       and employees. Options under the plans have a five-year term. Options
       granted in 1996 vested immediately. Options granted in 1997 vest
       ratably over a three-year period. Options granted in 1998 vest from
       immediately upon issuance to over a three-year period. The exercise
       price of the options granted under the plans is not less than the fair
       market value of the stock on the dates the options were granted.
       Accordingly, no compensation expense is recognized by the Company with
       respect to such grants.

       Pro forma information regarding net income (loss) is required by FAS 123
       and has been determined as if the Company had accounted for its
       directors, officers and employee stock options under the fair value
       method of that statement. There were no options granted or exercised in
       1999. The fair value of each option grant is estimated on the date of
       grant using the Black-Scholes option pricing model with the following
       weighted average assumptions used for grants in 1998: no dividend yield;
       expected volatility of 21.72%; risk-free interest rates of 5.54%; and
       expected lives of five years.

       For purposes of pro forma disclosures, the estimated fair value of the
       options is amortized to expense over the options' vesting periods. The
       Company's pro forma information for the years ended September 30 is as
       follows (in thousands):


<TABLE>
<CAPTION>

                                          1999                                1998
                             ------------------------------      ------------------------------
                             AS REPORTED        PRO FORMA        AS REPORTED        PRO FORMA
                             ------------      ------------      ------------      ------------
<S>                          <C>               <C>               <C>               <C>
Net loss applicable
  to common stockholders     $    (3,181)      $    (3,754)      $    (1,802)      $    (2,909)
                             ============      ============      ============      ============


</TABLE>


       The effects of applying FAS 123 in this pro forma disclosure are not
       indicative of future amounts as FAS 123 does not consider additional
       awards anticipated in the future.

                                    S-20

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       A summary of options granted and outstanding under the plans for the
       years ended September 30 is summarized below:

<TABLE>
<CAPTION>

                                                      1999                                     1998
                                       ------------------------------------     ------------------------------------
                                                                WEIGHTED                                 WEIGHTED
                                                                AVERAGE                                  AVERAGE
                                                                EXERCISE                                 EXERCISE
                                           OPTIONS               PRICE               OPTIONS              PRICE
                                       ---------------      ---------------     ---------------      ---------------
<S>                                    <C>                  <C>                 <C>                  <C>
Outstanding at beginning of period              56,650      $        125.50              35,400      $         53.84
  Granted                                           --                   --              21,550               243.91
  Exercised                                         --                   --                  --                   --
  Forfeited                                       (500)              175.00                (300)              175.00
                                       ---------------      ---------------     ---------------      ---------------

Outstanding at end of period                    56,150      $        125.06              56,650      $        125.50
                                       ===============                          ===============

Exercisable at end of period                    44,192      $        110.11              32,483      $         85.93
                                       ===============                          ===============

Weighted average fair value
  of options granted during period                          $            --                          $         76.58


</TABLE>


       The following table summarizes information about options outstanding
       under the plans at September 30, 1999:


<TABLE>
<CAPTION>

                                          OPTIONS OUTSTANDING
                           ---------------------------------------------------
                                                                                         OPTIONS EXERCISABLE
                                                 WEIGHTED                       ------------------------------------
                                                 AVERAGE         WEIGHTED                              WEIGHTED
                                                REMAINING         AVERAGE                              AVERAGE
             RANGE OF          OPTIONS         CONTRACTUAL       EXERCISE           OPTIONS            EXERCISE
              PRICES         OUTSTANDING          LIFE             PRICE          EXERCISABLE           PRICE
        ------------------ ----------------  ---------------- ----------------  -----------------  -----------------
        <S>                <C>               <C>              <C>               <C>                <C>
        $          24.20            20,900              1.63  $         24.20             20,900   $          24.20
        $     90.00-109.00          14,500              2.81  $         96.55              9,667   $          96.55
        $         175.00            10,850              3.08  $        175.00              6,675   $         175.00
        $         325.00             9,900              3.75  $        325.00              6,950   $         325.00


</TABLE>


9.     RESTRUCTURING COSTS

       In the fourth quarter of fiscal 1999, the Company initiated
       restructuring plans to consolidate two operator call center facilities
       into a single facility in San Antonio, Texas, to reorganize its
       management information systems ("MIS") operations to eliminate
       duplicate tasks and personnel, and to consolidate switching facilities.
       As a result of these actions, the Company incurred a net restructuring
       charge of $250,000 in 1999. The restructuring charge includes
       approximately $675,000 primarily for severance and termination benefits
       for 64 operator center and MIS employees and $150,000 for physical
       facility abandonment net of a $575,000 gain on disposition of certain
       assets.

       At September 30, 1999, the accompanying consolidated financial
       statements reflect $825,000 of accrued restructuring costs classified in
       accounts payable and accrued liabilities.

                                    S-21

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


10.    INCOME TAXES

       The components of the income tax provision (benefit) were (in
       thousands):


<TABLE>
<CAPTION>

                                                                               YEAR ENDED
                                                                              SEPTEMBER 30,
                                                                  ------------------------------------
                                                                          1999               1998
                                                                  -----------------  -----------------
        <S>                                                       <C>                <C>
        Current provision (benefit):
             Federal                                              $           (121)  $            121
             State                                                             (15)                15
                                                                  -----------------  -----------------
                                                                              (136)               136
                                                                  -----------------  -----------------

        Deferred provision (benefit):
             Federal                                                          (611)              (338)
             State                                                              32                (20)
                                                                  -----------------  -----------------
                                                                              (579)              (358)
                                                                  -----------------  -----------------
        Provision (benefit) for income taxes                      $           (715)  $           (222)
                                                                  =================  =================


</TABLE>


       The following is a reconciliation of the provision (benefit) for income
       taxes at the statutory federal income tax rate to the income taxes
       reflected in the consolidated statements of operations (in thousands):


<TABLE>
<CAPTION>

                                                                               YEAR ENDED
                                                                              SEPTEMBER 30,
                                                                  ------------------------------------
                                                                          1999               1998
                                                                  -----------------  -----------------
        <S>                                                       <C>                <C>
        Income tax expense at the statutory rate (34%)            $           (974)  $           (324)
        Permanent differences                                                  183                106
        State income taxes, net of federal income tax benefit                   21                 (3)
        Other                                                                   55                 (1)
                                                                  -----------------  -----------------
        Provision (benefit) for income taxes                      $           (715)  $           (222)
                                                                  =================  =================


</TABLE>


                                    S-22

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       The components of the net deferred tax assets were (in thousands):

<TABLE>
<CAPTION>

                                                                SEPTEMBER 30,
                                                     -----------------------------------
                                                          1999                1998
                                                     ---------------     ---------------
       <S>                                           <C>                 <C>
       Deferred tax assets:
          Bad debt reserves                          $           349     $           788
          Net operating loss carryforwards                     1,187                 252
          Other reserves and accruals                            355                 236
          AMT credit carryforwards                                56                 176
                                                     ---------------     ---------------
          Total gross deferred tax assets                      1,947               1,452

       Deferred tax liabilities:
          Depreciation and amortization                          919               1,000
                                                     ---------------     ---------------
            Total gross deferred tax liabilities                 919               1,000
                                                     ---------------     ---------------
       Net deferred tax assets                       $         1,028     $           452
                                                     ===============     ===============


</TABLE>


       The Company files a consolidated tax return and reports on a calendar
       year basis the results of its operations for federal and state income
       tax purposes. The Company has requested and received permission from the
       Internal Revenue Service to change its tax year-end to September 30.

       At September 30, 1999 and 1998, the Company had net operating loss
       carryforwards of approximately $3,500,000 and $741,000, respectively,
       for federal income tax purposes of which approximately $482,000
       represents net operating losses acquired as a result of the acquisition
       of a prepaid operations company. The net operating loss carryforwards
       begin to expire in 2010. Utilization of the net operating loss
       carryforwards may be limited by the separate return loss year rules and
       could be affected by ownership changes which have occurred or could
       occur in the future. In addition, at September 30, 1999 and 1998, the
       Company has a minimum tax credit carryforward of $56,000 and $176,000,
       respectively, of which approximately $13,000 and $13,000, respectively
       represents credits acquired as a result of the acquisition of a prepaid
       operations company. This credit may be carried forward indefinitely.

       A valuation allowance has not been established, as management believes
       it is more likely than not that the net deferred tax asset will be
       realized.

       Income tax paid during the years ended September 30, 1999 and 1998 was
       $0 and $460,000, respectively.

11.    BENEFIT PLAN

       The Company adopted a 401(k) Retirement Plan (the "401(k) Plan")
       effective September 1, 1997. Employees may elect to reduce their
       compensation and contribute to the 401(k) Plan provided they have
       completed six consecutive months of employment and reached the age of
       twenty and one-half. Each employee may defer up to 15% of their salary
       not to exceed the limit allowable by law in any one year. The Company
       matches up to 100% of the first 3% of the employee's annual compensation
       contributed to the 401(k) Plan. Vesting is 25% per year of service and
       the employee

                                    S-23

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

       is credited with a year of service if they have completed at least 1,000
       hours of service. Employer contributions totaled $166,000 and $147,000
       for the years ended September 30, 1999 and 1998, respectively.
       Distributions from the 401(k) Plan are not permitted before the age of
       65 except in the event of death, disability, or termination of
       employment, except in the case of early retirement.

12.    LEASES

       The Company leases office space and certain equipment under operating
       leases. Future minimum rental commitments under noncancelable operating
       leases are (in thousands):


<TABLE>
<CAPTION>

           YEAR ENDED
          SEPTEMBER 30,
       -------------------
       <S>                                                       <C>
          2000                                                   $         1,159
          2001                                                             1,145
          2002                                                             1,146
          2003                                                             1,100
          2004                                                               225
          Thereafter                                                          48
                                                                 ----------------
                                                                 $         4,823
                                                                 ================


</TABLE>


       Total operating lease expense was $1,231,000 and $686,000 for the years
       ended September 30, 1999 and 1998, respectively.

13.    COMMITMENTS AND CONTINGENCIES

       The Company is involved in various claims and legal actions arising in
       the normal course of business. Management believes it is unlikely that
       the final outcome of any of the claims or proceedings to which the
       Company is a party would have a materially adverse effect on the
       Company's financial position, or results of operations or cash flows.

14.    RELATED PARTY TRANSACTIONS

       At September 30, 1999 and 1998, the Company owed Intellicall $437,000
       and $492,000, respectively, primarily related to the acquisition of the
       Intellicall Prepaid Operations. At September 30, 1999 and 1998,
       Intellicall owed ILD $1,175,000 and $743,000, respectively, mainly
       related to collections made on ILD's behalf.

       MCI WorldCom, Inc. ("WorldCom"), a wholesale network provider to the
       Company, owns 4,587 shares of the Company's Common Stock and 102,243
       shares of the Company's Series B-2 Redeemable Preferred Stock. The
       Company recorded revenue from WorldCom of approximately $5,273,000 and
       $5,772,000 for the years ended September 30, 1999 and 1998,
       respectively, for services provided by the Company. At September 30,
       1999 and 1998, the Company owed WorldCom approximately $2,469,000 and
       $2,749,000, respectively, for transmission services and $3,952,000 and
       $1,484,000, respectively, for collections made on WorldCom's behalf.
       WorldCom owed ILD approximately $2,575,000 and $4,441,000,
       respectively, for billing of nonrelated party customers and fees
       charged for billing and collection services.

                                    S-24

<PAGE>

ILD TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

15.    WRITE-OFF OF DEFERRED OFFERING COSTS

       On June 9, 1999, the Company withdrew its Registration Statement on Form
       S-1 for an initial public offering ("IPO") of stock and recorded a
       one-time charge of $1,197,000 at September 30, 1998. This one-time
       charge included printing, legal and accounting costs incurred in the
       IPO.























                                    S-25