<PAGE>   1


================================================================================



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  ___________

                                   FORM 10-Q


(Mark One)
[x]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended June 30, 1997
                                          or
[ ]    TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from          to

                         Commission File Number 0-28536

                                  ___________

                       BILLING INFORMATION CONCEPTS CORP.

             (Exact name of registrant as specified in its charter)


                DELAWARE
    (State or other jurisdiction of            74-2781950
     incorporation or organization)       (IRS Employer ID No.)
    7411 JOHN SMITH DRIVE, SUITE 200
           SAN ANTONIO, TEXAS                     78229
(Address of principal executive offices)       (Zip code)

                                 (210) 949-7000
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  [x] Yes  [ ] No

     Indicated below is the number of shares outstanding of the registrant's
only class of common stock at August 7, 1997:


<TABLE>
<CAPTION>
                                              NUMBER OF SHARES 
                   TITLE OF CLASS               OUTSTANDING    
            ----------------------------      ---------------- 
            <S>                               <C>              
            Common Stock, $.01 par value         16,108,186    
</TABLE>




================================================================================
<PAGE>   2


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES

                                     INDEX




<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>      <C>                                                                                    <C>
PART I   FINANCIAL INFORMATION
Item 1.  Interim Condensed Consolidated Financial Statements (Unaudited)
         Condensed Consolidated Balance Sheets - June 30, 1997 and September 30, 1996.........     3
         Condensed Consolidated Statements of Operations - For the Three and Nine Months Ended
         June 30, 1997 and 1996...............................................................     4
         Condensed Consolidated Statements of Cash Flows - For the Nine Months Ended
         June 30, 1997 and 1996...............................................................     5
         Notes to Interim Condensed Consolidated Financial Statements.........................     6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations    11
PART II  OTHER INFORMATION
Item 1.  Legal Proceedings....................................................................    17
Item 6.  Exhibits and Reports on Form 8-K.....................................................    17
SIGNATURE.....................................................................................    18
</TABLE>




                                      2
<PAGE>   3


                         PART I  FINANCIAL INFORMATION
          ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                                  (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                     JUNE 30,  SEPTEMBER 30,   
                                                                                       1997        1996        
                                                                                     --------  -------------   
<S>                                                                                  <C>          <C>          
Current assets:                                                                                                
 Cash and cash equivalents ........................................................  $ 26,607     $ 34,135 
 Accounts receivable ..............................................................    29,780       17,707 
 Purchased receivables ............................................................    84,570       70,920 
 Prepaids and other ...............................................................     2,422          883 
                                                                                     --------     -------- 
   Total current assets ...........................................................   143,379      123,645 
Property and equipment, net .......................................................    12,978        9,380 
Equipment held under capital leases, net ..........................................     2,696        3,519 
Other assets, net .................................................................     7,617        1,238 
                                                                                     --------     -------- 
   Total assets ...................................................................  $166,670     $137,782 
                                                                                     ========     ======== 
                                                                                                           
                      LIABILITIES AND STOCKHOLDERS' EQUITY                                                 
                                                                                                           
Current liabilities:                                                                                       
 Accounts payable:                                                                                         
  Trade ...........................................................................   $16,085     $ 12,743 
  Billing customers ...............................................................    70,770       58,525 
 Accrued liabilities ..............................................................    19,452       18,338 
 Revolving line of credit for purchased receivables ...............................    10,449       19,010 
 Current portion of long-term debt ................................................     1,407          603 
 Current portion of obligations under capital leases ..............................       914          896 
                                                                                     --------     -------- 
   Total current liabilities ......................................................   119,077      110,115 
Long-term debt, less current portion ..............................................     5,139        2,370 
Obligations under capital leases, less current portion ............................     1,424        2,666 
Other liabilities .................................................................     1,745            0 
                                                                                     --------     -------- 
   Total liabilities ..............................................................   127,385      115,151 
Commitments and contingencies (Note 6)                                                                     
Stockholders' equity:                                                                                      
Preferred stock, $0.01 par value, 10,000,000 shares authorized; no shares issued or                        
 outstanding at June 30 or September 30 ...........................................         0            0 
Common stock, $0.01 par value, 60,000,000 shares authorized; 16,063,656 shares                             
 issued and outstanding at June 30; 15,045,709 shares issued and outstanding                               
 at September 30 ..................................................................       161          151 
Additional paid-in capital ........................................................    39,566       19,790 
Retained earnings .................................................................       136        2,690 
Treasury stock ....................................................................     (578)            0 
                                                                                     --------     -------- 
   Total stockholders' equity .....................................................    39,285       22,631 
                                                                                     --------     -------- 
   Total liabilities and stockholders' equity .....................................  $166,670     $137,782 
                                                                                     ========     ======== 
</TABLE>



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




                                      3
<PAGE>   4


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED    NINE MONTHS ENDED
                                                            JUNE 30,            JUNE 30,
                                                    --------------------  --------------------
                                                      1997       1996       1997       1996
                                                    ---------  ---------  ---------  ---------
<S>                                                 <C>        <C>        <C>        <C>
Operating revenues ...............................    $31,894    $25,729  $ 87,094   $ 76,030
Cost of revenues .................................     19,896     16,640    54,790     48,785
                                                    ---------    -------  --------   --------
Gross profit .....................................     11,998      9,089    32,304     27,245
Selling, general and administrative expenses .....      3,921      3,239     9,819      8,595
Advance funding program income ...................     (1,960)    (1,805)   (5,444)    (4,773)
Advance funding program expense ..................        163        222       652        820
Depreciation and amortization expense ............      1,075        567     2,422      1,507
Special charges (Note 5) .........................     21,252          0    21,252          0
                                                    ---------    -------  --------   --------
Income (loss) from operations ....................    (12,453)     6,866     3,603     21,096
Other income (expense):                                          
Interest income ..................................        214        182       646        668
Interest expense .................................       (131)       (70)     (374)      (224)
Other, net .......................................         42        (16)       36       (112)
                                                    ---------    -------  --------   --------
 Total other income ..............................        125         96       308        332
                                                    ---------    -------  --------   --------
Income (loss) before income taxes ................    (12,328)     6,962     3,911     21,428
Income tax expense ...............................       (294)    (2,645)   (6,465)    (8,142)
                                                    ---------    -------  --------   --------
Net income (loss) ................................  $ (12,622)   $ 4,317  $ (2,554)  $ 13,286
                                                    =========    =======  ========   ========
                                                                 
                                                                 
Net loss per common share ........................  $  (0.81)    $    --  $  (0.16)  $     --
Pro forma net income per common share (Note 2) ...  $      --    $  0.27  $          $   0.87
Weighted average common shares ...................     15,572         --    16,004
Pro forma weighted average common shares and                     
  common share equivalents outstanding (Note 2) ..         --     15,715        --     15,252
</TABLE>



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




                                      4
<PAGE>   5


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  NINE MONTHS ENDED
                                                                                       JUNE 30,
                                                                                --------------------
                                                                                  1997       1996
                                                                                ---------  ---------
<S>                                                                             <C>        <C>
Cash flows from operating activities:
Net income (loss) ............................................................  $  (2,554)  $ 13,286
 Adjustments to reconcile net income (loss) to net cash provided by
 operating activities:
  Depreciation and amortization ..............................................      2,422      1,507
  Deferred compensation ......................................................          0         10
  Gain on disposition of equipment ...........................................        (73)         0
  Special charges ............................................................     21,252          0
  Changes in operating assets and liabilities:
   Increase in accounts receivable ...........................................    (11,307)      (267)
   Increase in prepaids and other ............................................     (1,744)      (229)
   Increase in accounts payable ..............................................      3,311      3,550
   Increase (decrease) in accrued liabilities ................................       (126)       348
   Increase (decrease) in other liabilities ..................................        384        (21)
                                                                                ---------   --------
Net cash provided by operating activities ....................................     11,565     18,184
Cash flows from investing activities:
Purchases of property and equipment ..........................................    (13,481)    (4,250)
Purchase of software company, net of cash acquired ...........................     (8,403)         0
Payments for purchased receivables from billing customers, net ...............    (13,650)   (11,464)
Collections of proceeds due (payments made) to billing customers, net ........     12,245     (8,519)
Collections of sales taxes due on behalf of billing customers, net ...........      5,423      6,725
Proceeds from sale of equipment ..............................................        125          0
Other investing activities ...................................................       (777)      (204)
                                                                                ---------   --------
Net cash used in investing activities ........................................    (18,518)   (17,712)
Cash flows from financing activities:
Draws (payments) on revolving line of credit for purchased receivables, net ..     (8,561)     5,986
Proceeds from issuance of long-term debt .....................................      4,091          0
Payments on long-term debt ...................................................       (568)      (240)
Payments on capital leases ...................................................       (674)      (283)
Proceeds from issuance of common stock .......................................      5,137          0
Transfers to affiliates ......................................................          0     (2,894)
                                                                                ---------   --------
Net cash provided by (used in) financing activities ..........................       (575)     2,569
                                                                                ---------   --------
Net increase (decrease) in cash and cash equivalents .........................     (7,528)     3,041
Cash and cash equivalents, beginning of period ...............................     34,135     26,770
                                                                                ---------   --------
Cash and cash equivalents, end of period .....................................  $  26,607   $ 29,811
                                                                                =========   ========
</TABLE>




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




                                      5
<PAGE>   6


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

     The interim condensed consolidated financial statements included herein
have been prepared by Billing Information Concepts Corp. ("Billing") and
subsidiaries (collectively referred to as the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company's management, the accompanying
interim condensed consolidated financial statements reflect all adjustments
that are necessary for a fair presentation of the Company's financial position,
results of operations and cash flows for such periods. All such adjustments are
of a normal recurring nature. It is recommended that these interim condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended September 30, 1996. Results of
operations for interim periods are not necessarily indicative of results that
may be expected for any other interim periods or the full fiscal year. Certain
prior period amounts have been reclassified for comparative purposes.

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


NOTE 2. EARNINGS PER SHARE

     On August 2, 1996, U.S. Long Distance Corp. ("USLD") distributed to its
stockholders all of the outstanding shares of common stock of Billing (the
"Distribution") with the result being that Billing became an independent,
publicly held company that owns and operates the billing clearinghouse and
information management services business previously owned by USLD. Since
Billing had no publicly held common shares outstanding prior to the
Distribution, net income per common share and weighted average common shares
outstanding for the quarter and nine months ended June 30, 1996 are presented
on a pro forma basis. The pro forma weighted average shares outstanding during
the quarter and nine months ended June 30, 1996, gives effect to the number of
shares assumed to be issued had the Distribution occurred at the beginning of
the period and differs from the number of shares assumed to be outstanding at
the end of the period due to the assumed conversions of options and warrants
that were assumed to be outstanding during the period. The unaudited pro forma
per share data is presented for informational purposes only and should not be
considered indicative of the operating results which the Company will achieve
in the future because, among other things, this data is based on historical
rather than prospective information and includes certain assumptions which are
subject to change.

     In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," which establishes standards for computing and presenting earnings per
share ("EPS") for entities with publicly held common stock or potential common
stock. SFAS No. 128 simplifies the standards for computing EPS previously found
in Accounting Principles Board ("APB") Opinion No. 15, "Earnings per Share,"
and makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS, which excludes
dilution. It also requires dual presentation of basic and diluted EPS on the
face of the income statement for all entities with complex capital structures.
SFAS No. 128 is effective for financial statements for periods ending after
December 15, 1997, and earlier application is not permitted. After the
effective date, SFAS No. 128 requires restatement of all prior period EPS data
presented.




                                      6
<PAGE>   7


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES
    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 2. EARNINGS PER SHARE (CONTINUED)

     The pro forma effect of adopting SFAS No. 128 on EPS data is as follows:


<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED    NINE MONTHS ENDED  
                                          JUNE 30,             JUNE 30,       
                                     ------------------    ------------------ 
                                       1997       1996      1997        1996  
                                     -------     -----     ------      ------ 
<S>                                  <C>         <C>       <C>           <C>  
Primary EPS as reported ...........  $(0.81)     $0.27     $(0.16)       $0.87
Pro forma effect of SFAS No. 128 ..    0.00       0.02       0.00         0.05
                                     ------      -----     ------        -----
Basic EPS as restated .............  $(0.81)     $0.29     $(0.16)       $0.92
                                     ======      =====     ======        =====
                                                                             
Fully diluted EPS as reported .....  $(0.81)     $0.27     $(0.16)       $0.85
Pro forma effect of SFAS No. 128 ..    0.00       0.00       0.00         0.02
                                     ------      -----     ------        -----
Diluted EPS as restated ...........  $(0.81)     $0.27     $(0.16)       $0.87
                                     ======      =====     ======        =====
</TABLE>



     Basic earnings per share were computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
period. Diluted earnings per share differs from basic earnings per share due to
the assumed conversions of options and warrants that were outstanding during
the period. For the three and nine months ended June 30, 1997, the options and
warrants have an antidilutive effect, and are therefore excluded from the
computations.


NOTE 3. STATEMENT OF CASH FLOWS

     Cash payments and non-cash activities during the periods indicated were as
follows:


<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED
                                                                              JUNE 30,
                                                                        --------------------
                                                                          1997       1996
                                                                        ---------  ---------
<S>                                                                     <C>        <C>
                                                                        (IN THOUSANDS)

Cash payments for income taxes .......................................     $8,913     $4,999
Cash payments for interest ...........................................      1,178      1,086
Non-cash investing and financing activities:
   Assets acquired in connection with acquisition ....................     20,512          0
   Liabilities assumed in connection with acquisition. ...............      2,596          0
   Common stock issued in connection with acquisition ................      9,466          0
   Treasury stock acquired in connection with warrant exercises ......        578          0
   Tax benefit recognized in connection with stock option exercises ..      4,606          0
</TABLE>





                                      7
<PAGE>   8


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES
    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 4. ACQUISITIONS

     Effective June 1, 1997, the Company acquired Computer Resources
Management, Inc. ("CRM"), a company that develops software systems for the
direct billing of telecommunications services. This acquisition has been
accounted for as a purchase, and accordingly, the results of operations for CRM
have been included in the Company's consolidated financial statements since the
date of acquisition. The following unaudited pro forma information gives effect
to the acquisition of CRM as if it had occurred at the beginning of the periods
presented. The unaudited pro forma information is based on the historical
information for the periods presented and includes adjustments to reflect the
special charge resulting from expensing acquired in-process research and
development costs (see Note 5) and the effect on depreciation and amortization
expense of recording the fair value of assets acquired. The number of weighted
average shares outstanding used in the calculation of the pro forma per share
data gives effect to the shares assumed to be issued had the acquisition
occurred at the beginning of each period presented.



<TABLE>
<CAPTION>
                                            NINE MONTHS ENDED JUNE 30,
                                           ----------------------------
                                               1997           1996
                                           -------------  -------------
                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                    (UNAUDITED)

        <S>                                    <C>           <C>
        Operating revenues ................    $91,837       $79,152
                                                            
        Net income (loss) .................    $(1,996)      $   128
                                                            
        Net income (loss) per common share..   $ (0.12)      $  0.01
</TABLE>



     The pro forma financial information should not be considered indicative of
the operating results that would have occurred had the acquisition actually
taken place at the beginning of the periods specified or that the Company will
achieve in the future because, among other things, this information is based on
historical rather than prospective information and includes certain assumptions
which are subject to change. The unaudited pro forma financial information
reflects, in management's opinion, all adjustments necessary to fairly state
the pro forma operating results for the periods presented to make the unaudited
pro forma financial information not misleading.

     An aggregate of $8.5 million cash and 325,000 shares of the Company's
common stock were issued in connection with this purchase transaction. Of these
shares, 65,000 were deposited in an escrow account to satisfy certain
indemnification obligations. All of the shares related to the acquisition have
been included in the weighted average shares outstanding for purposes of the
earnings per share calculations. Total assets acquired and liabilities assumed
for CRM were approximately $18.4 million and $500,000, respectively. The excess
of the purchase price over the fair value of net tangible assets acquired was
determined through an independent appraisal and amounted to approximately $17.5
million, of which approximately $1.2 million was recorded as goodwill and is
being amortized on a straight-line basis over fifteen years. In addition, $13.0
million was recorded as in-process research and development expenses (see Note
5). The remaining balance was recorded as the purchase price for a customer
list and other intangibles, which are being amortized on a straight-line basis
over periods ranging from six to twelve years. The Company granted certain
registration rights to the person receiving its common stock in this
acquisition and entered into an employment agreement with the principal of CRM.





                                      8
<PAGE>   9


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. SPECIAL CHARGES

     During the third quarter of 1997, the Company recognized special charges
in the amount of $21.3 million. The $21.3 million charge included in-process
research and development costs of $13.0 million acquired in connection with the
acquisition of CRM (see Note 4). At the date of acquisition, the technological
feasibility of the acquired technology had not yet been established and the
technology had no future alternative uses. The remaining $8.3 million charge
represented accumulated costs associated with the development of a direct
billing system for a service bureau operation. This development was abandoned
by the Company.


NOTE 6. COMMITMENTS AND CONTINGENCIES

     The Company is involved in various claims, legal actions and regulatory
proceedings arising in the ordinary course of business. The Company believes it
is unlikely that the final outcome of any of the claims or proceedings to which
the Company is a party will have a material adverse effect on the Company's
financial position or results of operations; however, due to the inherent
uncertainty of litigation, there can be no assurance that the resolution of any
particular claim or proceeding would not have a material adverse effect on the
Company's results of operations for the fiscal period in which such resolution
occurred.

     The Company is obligated as a guarantor of USLD's equipment financing
agreements with certain lenders. The aggregate unpaid principal amount of
indebtedness under such agreements at June 30, 1997 was approximately $7.4
million, due in varying amounts through October 2000.


NOTE 7. RELATED PARTY TRANSACTIONS

     The Company and USLD shared a common individual on their respective boards
of directors through June 2, 1997. Therefore, USLD was considered a related
party for purposes of financial disclosure through this date. The Company
provides billing and information management services for USLD and purchases
telecommunications services from USLD. Transactions under the agreements for
these services have been reflected in the accompanying consolidated financial
statements at market prices. Related party transactions between the Company and
USLD are summarized as follows:


<TABLE>
<CAPTION>
                                       NINE MONTHS ENDED JUNE 30,
                                      ----------------------------
                                          1997           1996
                                      -------------  -------------
                                              (IN THOUSANDS)
              <S>                     <C>            <C>
              Sales to USLD ........      $3,166         $3,914
              Purchases from USLD ..       1,705          2,437
</TABLE>


     In addition, at September 30, 1996, the Company's accounts receivable
balance included $998,000 and the billing customers accounts payable balance
included $1,337,000 related to billing services performed for USLD. The Company
also had $1,288,000 payable to USLD included in accrued liabilities and
$1,034,000 payable to USLD included in long-term debt at September 30, 1996.

     From time to time, the Company has made advances to or was owed amounts
from certain officers of the Company. The highest aggregate amount outstanding
of advances to officers during the nine months ended June 30, 1997, was $1.7
million and the amount outstanding at June 30, 1997, was $300,000.





                                      9
<PAGE>   10


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 8. REVOLVING LINE OF CREDIT

     The Company obtained a $50.0 million revolving line of credit facility
with certain commercial lending institutions effective December 23, 1996, to
finance the purchase of accounts receivable under the Company's Advance Funding
Program and for general corporate purposes. The credit facility terminates on
December 20, 1999, and bears interest at a variable rate based on the prime
rate or federal funds rate as determined by a formula defined in the credit
agreement. The facility is secured by the related accounts receivable, the
stock of Billing's subsidiaries and various other assets of the Company. Under
the most restrictive terms of the credit agreement, the Company is prohibited
from paying dividends on its common stock, is required to comply with certain
financial covenants and is subject to certain limitations on the issuance of
additional secured debt. The Company was in compliance with all such covenants
at June 30, 1997. The amount borrowed by the Company and the amount available
for borrowing under this credit facility was $10.4 million and $39.6 million,
respectively, at June 30, 1997.


NOTE 9. NEW ACCOUNTING STANDARDS

     In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective
Date of Certain Provisions of SFAS No. 125". SFAS No. 127 amends the effective
date for certain provisions of SFAS No. 125 to December 31, 1997. Management of
the Company does not anticipate the adoption of SFAS No.'s 125 and 127 will
have a material impact on the Company's financial position or results of
operations.

     In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and displaying comprehensive
income and its components in a full set of financial statements. SFAS No. 130
is effective for fiscal years beginning after December 15, 1997, and requires
reclassification of comparative financial statements for earlier periods.
Management of the Company does not anticipate the adoption of SFAS No. 130 will
have a material impact on the Company's financial position or results of
operations.

     In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information," which establishes standards for
reporting information about operating segments in annual and interim financial
statements. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. SFAS No. 131
supersedes FASB No. 14, "Financial Reporting for Segments of a Business
Enterprise." Generally, financial information is required to be reported on the
basis that it is used internally for evaluating segment performance and
deciding how to allocate resources to segments. SFAS No. 131 is effective for
financial statements for periods beginning after December 15, 1997. In the
initial year of application, comparative information for earlier periods is to
be restated. Management of the Company does not anticipate the adoption of SFAS
No. 131 will have a material impact on the Company's financial position or
results of operations.








                                      10
<PAGE>   11


ITEM 2.

     This Quarterly Report on Form 10-Q contains certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 and information relating to the Company and its subsidiaries that
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"
and "intend" and words or phrases of similar import, as they relate to the
Company or its subsidiaries or Company management, are intended to identify
forward-looking statements. Such statements reflect the current risks,
uncertainties and assumptions related to certain factors including, without
limitations, competitive factors, general economic conditions, customer
relations, relationships with vendors, the interest rate environment,
governmental regulation and supervision, seasonality, distribution networks,
product introductions and acceptance, technological change, changes in industry
practices, onetime events and other factors described herein and in other
filings made by the Company with the Securities and Exchange Commission. 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. The Company does not
intend to update these forward-looking statements.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

     The following is a discussion of the consolidated financial condition and
results of operations of the Company for the quarter and nine months ended June
30, 1997 and 1996. It should be read in conjunction with the Interim Condensed
Consolidated Financial Statements of the Company, the notes thereto and other
financial information included elsewhere in this report, and the Company's
Annual Report on Form 10-K for the year ended September 30, 1996. For purposes
of the following discussion, references to year periods refer to the Company's
fiscal year ended September 30 and references to quarterly periods refer to the
Company's fiscal quarter ended June 30.

GENERAL

     On August 2, 1996, U.S. Long Distance Corp. ("USLD") distributed to its
stockholders all of the outstanding shares of common stock of the Company (the
"Distribution") which, prior to the Distribution, was a wholly-owned subsidiary
of USLD. Upon the completion of the Distribution, Billing became an
independent, publicly held company that owns and operates the billing
clearinghouse and information management services business ("Billing Group
Business") previously owned by USLD (see "Effects of Spinoff of Billing Group
Business" below).

RESULTS OF OPERATIONS

     The following table presents certain items in the Company's Condensed
Consolidated Statements of Operations as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED    NINE MONTHS ENDED
                                                      JUNE 30,             JUNE 30,    
                                                 ------------------    ----------------- 
                                                  1997        1996      1997       1996   
                                                 ------       -----    -----       -----  
<S>                                              <C>          <C>      <C>         <C>   
Operating revenues ............................  100.0%       100.0%   100.0%      100.0% 
Cost of revenues ..............................   62.4         64.7     62.9        64.2  
                                                 ------       -----    -----       -----  
Gross profit ..................................   37.6         35.3     37.1        35.8  
Selling, general and administrative expenses ..   12.3         12.6     11.3        11.3  
Advance funding program income ................   (6.1)        (7.0)    (6.3)       (6.3) 
Advance funding program expense ...............    0.5          0.9      0.7         1.1  
Depreciation and amortization expense .........    3.4          2.2      2.8         2.0  
Special charges ...............................   66.6          0.0     24.4         0.0  
                                                 ------       -----    -----       -----  
Income (loss) from operations .................  (39.0)        26.7      4.1        27.7  
Other income, net .............................    0.4          0.4      0.4         0.4  
                                                 ------       -----    -----       -----  
Income (loss) before income taxes .............  (38.7)        27.1      4.5        28.2  
Income tax expense ............................   (0.9)       (10.3)    (7.4)      (10.7) 
                                                 ------       -----    -----       -----  
Net income (loss) .............................  (39.6)%       16.8%    (2.9)%      17.5% 
                                                 ======       =====    =====       =====  
</TABLE>




                                      11
<PAGE>   12


Operating Revenues

     The Company's revenues are primarily derived from providing billing
clearinghouse and information management services to direct dial long distance
carriers and operator services providers. Revenues are also derived from
enhanced billing services provided to companies that offer 900 services or
other non-regulated telecommunications equipment and services. In addition, the
Company also develops, licenses, sells and supports software systems for
telecommunications direct billing applications and provides direct billing
services. Fees charged by the Company include processing and customer service
inquiry fees. Processing fees are assessed to customers either as a fee charged
for each telephone call record or other transaction processed or as a
percentage of the customer's revenue that is submitted by the Company to local
telephone companies for billing and collection. Processing fees also include
any charges assessed to the Company by local telephone companies for billing
and collection services that are passed through to the customer. Customer
service inquiry fees are assessed to customers either as a fee charged for each
record processed by the Company or as a fee charged for each billing inquiry
made by end-users.

     Total revenues for the quarter and nine months ended June 30, 1997 were
$31.9 million and $87.1 million, an increase of 24.0% and 14.6% from the
comparable prior year periods, respectively. Billing services revenues
increased 21.4% to $31.2 million in the third quarter of 1997, compared to
$25.7 million in the third quarter of 1996. Billing services revenues during
the first nine months of 1997 increased 13.7% to $86.4 million from $76.0
million during the comparable period of 1996. The remaining increase in
revenues from the prior periods was attributable to the software systems and
services revenues reported during the third quarter of 1997. The billing
services revenue increases are primarily attributable to an increase in the
number of telephone call records processed and billed on behalf of direct dial
long distance customers. Revenues derived from operator services customers in
the third quarter also increased from the comparable prior year quarter due to
an increase in the number of telephone call records processed. Telephone call
record volumes (exclusive of records processed for billing management
customers) were as follows:


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED     NINE MONTHS ENDED
                                            JUNE 30,                JUNE 30,
                                       --------------------  --------------------
                                         1997       1996       1997       1996
                                       ---------  ---------  ---------  ---------
                                         (IN MILLIONS)         (IN MILLIONS)
<S>                                    <C>        <C>        <C>        <C>
Direct dial long distance services ..    131.3       98.4      372.7      289.4
Operator services ...................     34.8       32.7       92.8       96.7
Enhanced billing services ...........      3.1        1.8        6.8        6.9
</TABLE>


     Revenue per record for billing management customers, who have their own
billing and collection agreements with the local telephone companies, is
significantly less than revenue per record for the Company's other customers,
and thus, the volume of records processed for billing management customers is
not presented in the table above.

Cost of Revenues

     Cost of revenues includes billing and collection fees charged to the
Company by local telephone companies and related transmission costs, as well as
all costs associated with the customer service organization, including staffing
expenses and costs associated with telecommunications services. Billing and
collection fees charged by the local telephone companies include fees that are
assessed for each record submitted and for each bill rendered to its end-user
customers. The Company achieves discounted billing costs due to its aggregated
volumes and can pass these discounts on to its customers. Cost of revenues also
includes the costs of computer hardware and software sold.

     The gross profit margin of 37.6% and 37.1% reported for the quarter and
nine months ended June 30, 1997, respectively, increased from 35.3% and 35.8%
in the comparable prior year periods. These increases were primarily
attributable to lower customer service and telecommunications services costs,
which were offset partially by higher transmission costs. The lower customer
service costs were partially attributable to decreased staffing levels
resulting from the implementation of an automated voice response system and the
lower telecommunications costs were attributable to a price decrease from the
Company's vendor as well as savings associated with the voice response system.
The Company's gross profit margin is expected to increase in subsequent periods
as a result of the addition of higher gross margin software systems and
services revenues.



                                      12
<PAGE>   13


Selling, General and Administrative Expenses

     Selling, general and administrative ("SG&A") expenses are comprised of all
selling, marketing and administrative costs incurred in direct support of the
business operations of the Company. Additionally, a portion of the expense of
certain USLD corporate functions, such as treasury, financial reporting,
investor relations, legal, payroll and management information systems has been
allocated to the Company and is reflected in its historical operating results
for the quarter and nine months ended June 30, 1996.

     SG&A expenses for the third quarter of 1997 and 1996 were $3.9 million and
$3.2 million, representing 12.3% and 12.6% of revenues, respectively. SG&A
expenses for the first nine months of both 1997 and 1996 were 11.3% of
revenues. SG&A expenses as a percentage of revenues may increase in subsequent
periods due to costs incurred to support the expected growth of the Company's
operations and as a result of the company acquired during the third quarter of
1997 having higher SG&A expenses as a percentage of revenues than the Company
historically.

Advance Funding Program Income and Expense

     Advance funding program income increased 8.6% to $2.0 million for the
third quarter of 1997 from $1.8 million for the third quarter of 1996. Advance
funding program income for the first nine months of 1997 increased 14.1% to
$5.4 million from $4.8 million in the first nine months of 1996. The increase
was primarily the result of financing a higher level of customer receivables
under the Company's advance funding program. The quarterly average balance of
purchased receivables was $74.5 million and $58.5 million for the nine months
ended June 30, 1997 and 1996, respectively. Advance funding program income may
decrease in subsequent periods due to several significant customers that are
expected to discontinue participating in the program.

     Advance funding program expense decreased 26.6% to $163,000 for the third
quarter of 1997 from $222,000 for the third quarter of 1996. Advance funding
program expense for the first nine months of 1997 decreased 20.5% to $652,000
from $820,000 in the comparable period of 1996. In addition to declining from
period to period, advance funding program expense declined relative to advance
funding program income due to the Company financing a higher level of purchased
receivables with internally generated funds and cost savings realized from the
more favorable terms of its new credit facility.

Income (Loss) from Operations

     The Company incurred a loss from operations in the third quarter of 1997
of $12.5 million compared to income from operations of $6.9 million in the
third quarter of 1996. Income from operations in the first nine months of 1997
decreased to $3.6 million from $21.1 million in the first nine months of 1996.
Income from operations decreased primarily due to special charges of $21.3
million in the third quarter of 1997. The $21.3 million charge includes
in-process research and development costs of $13.0 million acquired in
connection with the acquisition of a software development company. The
remaining $8.3 million represents accumulated costs associated with the
development of a direct billing system for a service bureau operation. The
Company abandoned this development during the third quarter of 1997. Income
from operations in the third quarter and first nine months of 1997, exclusive
of the special charges, would have been $8.8 million and $24.9 million,
respectively.

     The Company's effective tax rate increased to 165% in the first nine
months of 1997, from 38% in the first nine months of 1996, due to certain
deductions taken for financial reporting purposes which are not deductible for
federal income tax purposes. The increase in the effective rate is primarily
due to nondeductible research and development costs and amortization expenses
related to the acquisition of a software development company during the third
quarter of 1997.




                                      13
<PAGE>   14


EFFECTS OF SPINOFF OF BILLING GROUP BUSINESS

     The unaudited Condensed Consolidated Statements of Income included in this
report reflect the operations of the Company for the quarters and nine months
ended June 30, 1997 and 1996. Included below is supplemental unaudited
consolidated pro forma financial information that management believes is
important to provide an understanding of the results of operations of the
Company on a stand-alone basis. Pro Forma Condensed Consolidated Statements of
Income are presented below on a quarterly and annual basis for 1996. These Pro
Forma Condensed Consolidated Statements of Income are based on the historical
statements of the periods presented adjusted to reflect the items discussed in
the accompanying notes to the pro forma financial statements. The Pro Forma
Condensed Consolidated Statements of Income give effect to the Distribution as
if it had occurred at the beginning of 1996. The number of weighted average
shares outstanding used in the calculation of the pro forma per share data
gives effect to the shares assumed to be issued had the Distribution occurred
at the beginning of each period presented.

     The unaudited consolidated pro forma financial information is presented
for informational purposes only and should be read in conjunction with the
accompanying notes to the pro forma financial statements and with the Company's
historical financial statements and notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" set forth herein
and in the Post Effective Amendment No. 2 to the Company's Registration
Statement on Form 10/A dated August 1, 1996, and the Company's Annual Report on
Form 10-K for the year ended September 30, 1996. The pro forma financial
statements should not be considered indicative of the operating results which
the Company will achieve in the future because, among other things, these
statements are based on historical rather than prospective information and
include certain assumptions which are subject to change.

     The unaudited Pro Forma Condensed Consolidated Statements of Income
reflect, in management's opinion, all adjustments necessary to fairly state the
pro forma results of operations for the periods presented to make the unaudited
pro forma statements not misleading.



                                      14
<PAGE>   15


              BILLING INFORMATION CONCEPTS CORP. AND SUBSIDIARIES

             PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)




<TABLE>
                                                        THREE MONTHS ENDED  YEAR ENDED
                                              ---------------------------------------------------
                                              DEC. 31,  MAR. 31,  JUNE 30,  SEPT. 30,  SEPT. 30,
                                                1995      1996      1996      1996        1996
                                              --------  --------  --------  ---------  ----------
<S>                                           <C>       <C>       <C>       <C>        <C>
Operating revenues..........................  $23,354   $26,947   $25,729    $27,854    $103,884
Cost of services............................   15,306    16,839    16,640     18,083      66,868
                                              -------   -------   -------   --------   ---------
 Gross profit...............................    8,048    10,108     9,089      9,771      37,016
Selling, general and administrative expenses    2,392     2,964     3,239      2,850      11,445
Advance funding program income..............   (1,324)   (1,644)   (1,805)    (1,791)     (6,564)
Advance funding program expense (A).........      696       738       640        686       2,760
Depreciation and amortization expense.......      439       501       567        620       2,127
                                              -------   -------   -------   --------   ---------
 Income from operations.....................    5,845     7,549     6,448      7,406      27,248
Other income (expense), net.................      104       132        96       (180)        152
                                              -------   -------   -------   --------   ---------
Income before income taxes..................    5,949     7,681     6,544      7,226      27,400
Income tax expense (B)......................   (2,260)   (2,919)   (2,486)    (2,746)    (10,411)
                                              -------   -------   -------   --------   ---------
Net income..................................  $ 3,689   $ 4,762   $ 4,058    $ 4,480    $ 16,989
Net income per common share.................  $  0.25   $  0.31   $  0.26    $  0.28    $   1.10
Weighted average common shares and common
share equivalents outstanding...............   14,853    15,189    15,715     15,783      15,385
</TABLE>

Notes to unaudited pro forma condensed consolidated statements of income:

(A)  Reflects an adjustment to increase interest expense for the assumed
     borrowings for the cash transfer made to USLD of $11,713,000 in accordance
     with the terms of the Distribution Agreement and cash payments for direct
     costs incurred in connection with the Distribution of approximately
     $9,200,000. Interest expense was calculated at a rate of 8.0% per annum.
(B)  Reflects related income tax effect of the interest expense adjustment in
     note (A).




                                      15
<PAGE>   16


LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash balance decreased to $26.6 million at June 30, 1997
from $34.1 million at September 30, 1996. Large fluctuations in daily cash
balances are normal for the Company due to the timing of cash receipts,
payments and advanced funding program activity. The Company's working capital
position and current ratio increased to $24.3 million and 1.2:1 at June 30,
1997, from $13.5 million and 1.1:1 at September 30, 1996, respectively. Net
cash provided by operating activities was $11.6 million and $18.2 million in
the first nine months of 1997 and 1996, respectively.

     In December 1996, the Company obtained a new $50 million revolving line of
credit facility with certain lenders to draw upon to advance funds to its
billing customers prior to collection of the funds from the local telephone
companies and for general corporate purposes. This new credit facility
terminates on December 20, 1999, and provides the Company with more favorable
terms than those of the Company's previous credit facility. Borrowings under
the credit facility are limited to a portion of the Company's eligible
receivables. Management believes that the capacity under the revolving credit
facility will be sufficient to fund advances to its billing customers for the
foreseeable future. The amount borrowed by the Company under its credit
facility to finance the advance funding program was $10.4 million and $19.0
million at June 30, 1997 and September 30, 1996, respectively. At June 30,
1997, the amount available under the Company's receivable financing facility
was $39.6 million.

     In addition to the revolving line of credit facility described above, the
Company is obligated as a guarantor of USLD's equipment financing agreements
with certain lenders. The aggregate unpaid principal amount of indebtedness
under such agreements at June 30, 1997 was approximately $7.4 million, due in
varying amounts through October 2000. The Company is also obligated under its
own equipment financing agreements. Under certain of the credit agreements, the
Company is prohibited from paying dividends on its common stock, is required to
comply with certain financial covenants and is subject to certain limitations
on the issuance of additional secured debt. Cross-default provisions of certain
of the Company's equipment loans may place the Company in default of such loans
in the event that USLD defaults under the equipment finance agreements that the
Company has guaranteed. The Company was in compliance with all required
covenants at June 30, 1997 and September 30, 1996.

     Capital expenditures amounted to approximately $13.5 million in the first
nine months of 1997 and related primarily to purchases of computer equipment
and software. During the first nine months of 1997, the Company financed
approximately $4.1 million of equipment through term debt agreements with
certain lenders. The Company anticipates spending approximately $15 million
over the next eighteen months, including expenditures in the areas of software
development and local telephone company agreements that will enable it to offer
"invoice ready" billing services and further enhance its convergent billing
software platform. In connection with this development effort, the Company is
currently discussing additional local telephone company agreements with the
local telephone companies for the implementation of "invoice ready" billing
services. The Company believes that it will be able to fund expenditures with
internally generated funds and borrowings, but there can be no assurance that
such funds will be available or expended.

     Effective June 1, 1997, the Company acquired Computer Resources
Management, Inc. ("CRM"), a company that develops software systems for the
direct billing of telecommunications services. An aggregate of $8.5 million
cash and 325,000 shares of the Company's common stock were issued in connection
with this purchase transaction. Of these shares, 65,000 were deposited in an
escrow account to satisfy certain indemnification obligations. All of the
shares related to the acquisition have been included in the weighted average
shares outstanding for purposes of the earnings per share calculations. Total
assets acquired and liabilities assumed for CRM were approximately $18.4
million and $500,000, respectively. During the third quarter of 1997, the
Company expensed $13.0 million of in-process research and development costs
acquired from the acquisition. The Company granted certain registration rights
to the person receiving its common stock in this acquisition, and entered into
an employment agreement with the principal of CRM.

     The Company's operating cash requirements consist principally of working
capital requirements, requirements under its advance funding program, scheduled
payments of principal on its outstanding indebtedness and capital expenditures.
The Company believes that it has the ability to continue to secure long-term
equipment financing and that this ability, combined with cash flows generated
from operations and periodic borrowings under its receivable financing
facility, will be sufficient to fund capital expenditures, advance funding
requirements, working capital needs and debt repayment requirements for the
foreseeable future.



                                      16
<PAGE>   17


                           PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is involved in various claims, legal actions and regulatory
proceedings arising in the ordinary course of business. The Company 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 material adverse effect on the Company's
financial position or results of operations; however, due to the inherent
uncertainty of litigation, there can be no assurance that the resolution of any
particular claim or proceeding would not have a material adverse effect on the
Company's results of operations for the fiscal period in which such resolution
occurred.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          The exhibits listed below are filed as part of or incorporated by
          reference in this report. Where such filing is made by incorporation
          by reference to a previously filed document, such document is 
          identified in parentheses.


<TABLE>
<CAPTION>
          EXHIBIT                                                           
          NUMBER   DESCRIPTION                                              
          <S>      <C>                                                      
           2.1     Plan of Merger and Acquisition Agreement among the Company,
                   CRM Acquisition Corp., Computer Resources Management, Inc.,
                   and Michael A. Harrelson dated effective June 1, 1997     
                   (filed herewith)

          10.1     Put Option Agreement between the Company and Michael A.
                   Harrelson dated effective June 1, 1997 (filed herewith)

          10.2     Employment Agreement between the Company and Michael A.
                   Harrelson dated June 4, 1997
                   (filed herewith)

          11.1     Computation of Earning Per Share (filed herewith)

          27.1     Financial Data Schedule (filed herewith)
</TABLE>


     (b)  Current Reports on Form 8-K:

          None.

ITEMS 2, 3, 4 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.



                                      17
<PAGE>   18


                                   SIGNATURES

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

                                       BILLING INFORMATION CONCEPTS CORP.
                                                 (Registrant)


Date: August 12, 1997      By:             /s/  KELLY E. SIMMONS
                               -------------------------------------------------
                                               Kelly E. Simmons                
                                             Senior Vice President             
                                            Chief Financial Officer            
                               (Duly authorized and principal financial officer)




                                      18
<PAGE>   19
                                EXHIBIT INDEX


<TABLE>
<CAPTION>
          EXHIBIT                                                           
          NUMBER                       DESCRIPTION                          
          ------                       -----------
          <S>      <C>                                                      
           2.1     Plan of Merger and Acquisition Agreement among the Company,
                   CRM Acquisition Corp., Computer Resources Management, Inc.,
                   and Michael A. Harrelson dated effective June 1, 1997     
                   (filed herewith)

          10.1     Put Option Agreement between the Company and Michael A.
                   Harrelson dated effective June 1, 1997 (filed herewith)

          10.2     Employment Agreement between the Company and Michael A.
                   Harrelson dated June 4, 1997
                   (filed herewith)

          11.1     Computation of Earning Per Share (filed herewith)

          27.1     Financial Data Schedule (filed herewith)
</TABLE>