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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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

| |  | For the Quarterly Period Ended February 28, 2003
| |  | ------------------------------------------------



OR



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

|For |  | the transition period from
                                 to
|--- |  | --------------------------------------------------------------



Commission File Number 1-13436



TELETOUCH COMMUNICATIONS, INC.

(Name of registrant in its charter)



|DELAWARE                                                       |  | 75-2556090                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



110 N.
College, Suite 200, Tyler, Texas 75702 (903) 595-8800

(Address and telephone number of principal executive offices)



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



Yes x No ̈



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



Common Stock, $.001 par
value-4,496,980 shares outstanding as of April 8, 2003



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TELETOUCH COMMUNICATIONS, INC.

FORM 10-Q

QUARTER ENDED FEBRUARY 28, 2003



|                              |  |                                                                                                                   
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|Part I. Financial Information
|                             
|Item 1.                       |  | Financial StatementsTeletouch Communications, Inc.
(Unaudited)                                                   
|                             
|                              |  | Condensed Consolidated Balance Sheets at February 28, 2003 and May 31, 2002                                       
|                             
|                              |  | Condensed Consolidated Statements of OperationsThree and Nine Months EndedFebruary 28, 2003 and February 28, 2002
|                             
|                              |  | Condensed Consolidated Statements of Cash FlowsNine Months Ended February 28, 2003and February 28, 2002          
|                             
|                              |  | Notes to Condensed Consolidated Financial Statements                                                              
|                             
|Item 2.                       |  | Managements Discussion and Analysis of FinancialCondition and Results of Operations                              
|                             
|Item 3.                       |  | Controls and Procedures                                                                                           
|                             
|Part II. Other Information   
|                             
|Item 1.                       |  | Legal Proceedings                                                                                                 
|                             
|Item 6.                       |  | Exhibits                                                                                                          
|                             
|                              |  | Signatures                                                                                                        



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Part I. Financial Information





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TELETOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

|                                                                                                                                                                                                                               |  | February 28, 2003 |         |   | May 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ------------ | -
|                                                                                                                                                                                                                               |  | (unaudited)       |         |   |              |  
|ASSETS                                                                                                                                                                                                                         |  |                   |         |   |              |  
|CURRENT ASSETS:                                                                                                                                                                                                                |  |                   |         |   |              |  
|Cash and cash equivalents.                                                                                                                                                                                                     |  | $                 | 286     |   |              | $
|Accounts receivable, net of allowance of $237 in fiscal 2003 and $238 in fiscal
2002                                                                                                                                           |  |                   | 1,416   |   |              |  
|Accounts receivable  related party                                                                                                                                                                                            |  |                   | 311     |   |              |  
|Inventory                                                                                                                                                                                                                      |  |                   | 3,117   |   |              |  
|Deferred income tax assets.                                                                                                                                                                                                    |  |                   | 56      |   |              |  
|Certificates of deposit, restricted as to use                                                                                                                                                                                  |  |                   | 10      |   |              |  
|Prepaid expenses and other current assets.                                                                                                                                                                                     |  |                   | 418     |   |              |  
|Property held for resale                                                                                                                                                                                                       |  |                   | 165     |   |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  |                   | 5,779   |   |              |  
|                                                                                                                                                                                                                              
|PROPERTY, PLANT AND EQUIPMENT, net ofaccumulated depreciation of $13,783 in fiscal
2003 and $18,571 in fiscal 2002                                                                                                             |  |                   | 11,397  |   |              |  
|                                                                                                                                                                                                                              
|INTANGIBLES AND OTHER ASSETS:                                                                                                                                                                                                  |  |                   |         |   |              |  
|Subscriber bases                                                                                                                                                                                                               |  |                   | 77      |   |              |  
|Accumulated amortization                                                                                                                                                                                                       |  |                   | (65     | ) |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  |                   | 12      |   |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  | $                 | 17,188  |   |              | $
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                           |  |                   |         |   |              |  
|CURRENT LIABILITIES:                                                                                                                                                                                                           |  |                   |         |   |              |  
|Accounts payable and accrued expenses                                                                                                                                                                                          |  | $                 | 3,423   |   |              | $
|Accounts payable  related party                                                                                                                                                                                               |  |                   | 312     |   |              |  
|Short-term debt                                                                                                                                                                                                                |  |                   | 583     |   |              |  
|Current portion of long-term debt                                                                                                                                                                                              |  |                   |        |   |              |  
|Current portion of unearned sale/leaseback profit                                                                                                                                                                              |  |                   | 418     |   |              |  
|Deferred revenue                                                                                                                                                                                                               |  |                   | 904     |   |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  |                   | 5,640   |   |              |  
|LONG-TERM LIABILITIES:                                                                                                                                                                                                         |  |                   |         |   |              |  
|Long-term debt, net of current portion                                                                                                                                                                                         |  |                   | 792     |   |              |  
|Redeemable common stock purchase warrants                                                                                                                                                                                      |  |                   | 1,406   |   |              |  
|Unearned sale/leaseback profit, net of current portion                                                                                                                                                                         |  |                   | 1,592   |   |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  |                   | 3,790   |   |              |  
|                                                                                                                                                                                                                              
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                  |  |                   |        |   |              |  
|DEFERRED INCOME TAXES                                                                                                                                                                                                          |  |                   | 1,042   |   |              |  
|SHAREHOLDERS EQUITY (DEFICIT):                                                                                                                                                                                                |  |                   |         |   |              |  
|Series A cumulative convertible preferred stock, $.001 par value, 15,000 shares
authorized in fiscal 2003 and fiscal 2002, 0 shares issued and outstanding in fiscal 2003, 15,000 shares issued and outstanding in fiscal 2002 |  |                   |        |   |              |  
|Series B convertible preferred stock, $.001 par value, 411,457 shares authorized in
fiscal 2003 and fiscal 2002, 0 shares issued and outstanding in fiscal 2003 and 86,025 shares issued and outstanding in fiscal 2002        |  |                   |        |   |              |  
|Series C convertible preferred stock, $.001 par value, 1,000,000 shares authorized,
issued and outstanding in fiscal 2003, 0 shares authorized, issued and outstanding in fiscal 2002                                          |  |                   | 1       |   |              |  
|Common stock, $.001 par value, 70,000,000 shares authorized in fiscal 2003 and
25,000,000 shares authorized in fiscal 2002, 4,926,189 shares issued in fiscal 2003 and 4,926,210 shares issued in fiscal 2002                  |  |                   | 5       |   |              |  
|Treasury stock, 429,209 shares in fiscal 2003 and 133,560 shares in fiscal
2002                                                                                                                                                |  |                   | (195    | ) |              |  
|Additional paid-in capital                                                                                                                                                                                                     |  |                   | 26,791  |   |              |  
|Accumulated deficit                                                                                                                                                                                                            |  |                   | (19,886 | ) |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  |                   | 6,716   |   |              |  
|                                                                                                                                                                                                                               |  |                   |         |   |              |  
|                                                                                                                                                                                                                               |  | $                 | 17,188  |   |              | $
|                                                                                                                                                                                                                               |  |                   |         |   |              |  



See
Accompanying Notes to Condensed Consolidated Financial Statements



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TELETOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, except shares and per share amounts)

(Unaudited)



|                                             |  | Three Months Ended February 28, |            |   | Nine Months Ended February 28, |  
|-------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | -
|                                             |  | 2003                            |            |   | 2002                           |  
|Service, rent, and maintenance revenue       |  | $                               | 6,781      |   |                                | $
|Product sales revenue                        |  |                                 | 1,421      |   |                                |  
|                                             |  |                                 |            |   |                                |  
|Total revenues                               |  |                                 | 8,202      |   |                                |  
|Cost of products sold                        |  |                                 | (1,335     | ) |                                |  
|                                             |  |                                 |            |   |                                |  
|                                             |  |                                 | 6,867      |   |                                |  
|Costs and expenses:                          |  |                                 |            |   |                                |  
|Operating                                    |  |                                 | 2,993      |   |                                |  
|Selling                                      |  |                                 | 759        |   |                                |  
|General and administrative                   |  |                                 | 1,762      |   |                                |  
|Depreciation and amortization                |  |                                 | 930        |   |                                |  
|                                             |  |                                 |            |   |                                |  
|Total costs and expenses                     |  |                                 | 6,444      |   |                                |  
|                                             |  |                                 |            |   |                                |  
|Operating income (loss)                      |  |                                 | 423        |   |                                |  
|                                            
|Gain (loss) on disposal of asset             |  |                                 | 8          |   |                                |  
|                                            
|Write-off of equipment                       |  |                                 |           |   |                                |  
|                                            
|Gain on debt extinguishment                  |  |                                 | 510        |   |                                |  
|                                            
|Gain on litigation settlement                |  |                                 | 429        |   |                                |  
|                                            
|Interest expense, net                        |  |                                 | (175       | ) |                                |  
|                                             |  |                                 |            |   |                                |  
|Net income (loss)                            |  |                                 | 1,195      |   |                                |  
|Preferred stock dividends                    |  |                                 |           |   |                                |  
|Gain on preferred stock transaction          |  |                                 |           |   |                                |  
|                                             |  |                                 |            |   |                                |  
|Net income (loss) applicable to common stock |  |                                 | 1,195      |   |                                |  
|                                             |  |                                 |            |   |                                |  
|Earnings (loss) per share  basic            |  | $                               | 0.27       |   |                                | $
|                                            
|Earnings (loss) per sharediluted            |  | $                               | 0.02       |   |                                | $
|                                             |  |                                 |            |   |                                |  
|Weighted average shares outstanding  basic  |  |                                 | 4,496,980  |   |                                |  
|                                            
|Weighted average shares outstandingdiluted  |  |                                 | 54,580,195 |   |                                |  
|                                             |  |                                 |            |   |                                |  



See
Accompanying Notes to Condensed Consolidated Financial Statements



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TELETOUCH COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                                               |  | Nine Months Ended February 28, |       
|------------------------------------------------------------------------------ |  | ------------------------------ | ------
|                                                                               |  | 2003                           |       
|Operating Activities:                                                          |  |                                |       
|Net loss                                                                       |  | $                              | (1,245
|Adjustments to reconcile net loss to net cashprovided by operating
activities: |  |                                |       
|Depreciation and amortization                                                  |  |                                | 3,633 
|Non-cash store closing expense                                                 |  |                                | 933   
|Non-cash interest expense                                                      |  |                                | 61    
|Non-cash compensation expense                                                  |  |                                | 5     
|Writedown on assets held for sale                                              |  |                                | 1,460 
|Provision for losses on accounts receivable                                    |  |                                | 397   
|(Gain) loss on disposal of assets                                              |  |                                | (5    
|Write-off of equipment                                                         |  |                                | 810   
|Gain on extinguishment of debt                                                 |  |                                | (510  
|Amortization of unearned sale/leaseback profit                                 |  |                                | (315  
|Changes in operating assets and liabilities:                                   |  |                                |       
|Accounts receivable, net                                                       |  |                                | 217   
|Inventories                                                                    |  |                                | 1,672 
|Prepaid expenses and other assets                                              |  |                                | (170  
|Accounts payable and accrued expenses                                          |  |                                | (1,928
|Deferred revenue                                                               |  |                                | (33   
|                                                                               |  |                                |       
|Net cash provided by operating activities                                      |  |                                | 4,982 
|                                                                              
|Investing Activities:                                                          |  |                                |       
|Capital expenditures, including pagers                                         |  |                                | (2,769
|Purchase of certificates of deposit                                            |  |                                | (10   
|Acquisitions, net of cash acquired                                             |  |                                |      
|Net proceeds from sale of assets                                               |  |                                | 28    
|                                                                               |  |                                |       
|Net cash used for investing activities                                         |  |                                | (2,751
|                                                                              
|Financing Activities:                                                          |  |                                |       
|Decrease in short-term debt, net                                               |  |                                | (1,159
|Proceeds from borrowings                                                       |  |                                | 292   
|Purchase of treasury stock                                                     |  |                                |      
|Payments on long-term debt                                                     |  |                                | (2,550
|                                                                               |  |                                |       
|Net cash used for financing activities                                         |  |                                | (3,417
|                                                                               |  |                                |       
|Net increase (decrease) in cash and cash equivalents                           |  |                                | (1,186
|Cash and cash equivalents at beginning of period                               |  |                                | 1,472 
|                                                                               |  |                                |       
|Cash and cash equivalents at end of period                                     |  | $                              | 286   
|                                                                               |  |                                |       



See
Accompanying Notes to Condensed Consolidated Financial Statements



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NOTE ASIGNIFICANT ACCOUNTING POLICIES



The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The interim condensed
consolidated financial statements include the consolidated accounts of Teletouch Communications, Inc. and our wholly-owned subsidiary (collectively, the Company or Teletouch). In the opinion of management, all adjustments necessary for a fair
statement of the financial position, results of operations and cash flows for the interim periods presented have been made. The results of operations for the three and nine month periods ended February 28, 2003, are not necessarily indicative of the
results to be expected for the full year.



The
preparation of the financial statements in accordance with generally accepted accounting principles requires management to make estimates that affect the reported amount of assets and liabilities and the 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.



Some information and footnote disclosures normally included in financial statements or notes thereto prepared
in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. We believe, however, that our disclosures are adequate to make the information presented not misleading. These
interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Teletouchs 2002 Annual Report on Form 10-K.



Allowance for Doubtful Accounts: Estimates are used in
determining the reserve for doubtful accounts and are based on historic collection experience, current trends and a percentage of the accounts receivable aging categories. In determining these percentages Teletouch reviews historical write-offs,
including comparisons of write-offs to provisions for doubtful accounts and as a percentage of revenues; Teletouch compares the ratio of the reserve to gross receivables to historic levels and Teletouch monitors collections amounts and statistics.
Teletouchs allowance for doubtful accounts was $0.2 million at February 28, 2003. While write-offs of customer accounts have historically been within our expectations and the provisions established, management cannot guarantee that Teletouch
will continue to experience the same write-off rates that it has in the past which could result in material differences in the reserve for doubtful accounts and related provisions for write-offs.



Reserve for Inventory Obsolescence: Estimates are used
in determining the reserve for inventory obsolescence and are based on sales trends, a ratio of inventory to revenue, and a review of specific categories of inventory. In establishing its reserve, Teletouch reviews historic inventory obsolescence
experience including comparisons of previous write-offs to provision for inventory obsolescence and the inventory count compared to recent sales trends. Teletouchs reserve for inventory obsolescence was $0.4 million at February 28, 2003. While
inventory obsolescence has historically been within our expectations and the provision established, management cannot guarantee that Teletouch will continue to experience the same obsolescence rates that it has in the past which could result in
material differences in the reserve for inventory obsolescence and the related inventory write-offs.



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Property,
Plant and Equipment:Property, plant and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the following estimated useful lives.



|Pagers                    |  | 3 years                                          
|------------------------- |  | -------------------------------------------------
|Paging infrastructure     |  | 5-15 years                                       
|Building and improvements |  | 10-20 years                                      
|Other equipment           |  | 5-10 years                                       
|Leasehold improvements    |  | Shorter of estimated useful life or term of lease



During
the quarter ended November 30, 2002, the Company completed verification procedures of its property, plant and equipment. As a result of the procedures performed, certain paging infrastructure equipment was not identified. The Company believes that a
significant amount of the equipment not identified is attributable to ongoing significant repair and upgrades of its network performed on its paging infrastructure over the past 7 years without always accurately accounting for the replacement or
removal of capitalizable infrastructure equipment. During prior periods, the removal of certain equipment during the maintenance process was not recorded. Due to the 7 year time period over which this activity likely took place it is impractical for
the Company to accurately attribute this loss to the period in which it occurred, therefore, the Company recorded a charge of approximately $810,000 during the quarter ended November 30, 2002 to write off the remaining carrying value of this
equipment. The Company believes that the amount of the loss attributable to any prior year is not significant to any prior annual operating results or financial position.



Revenue Recognition:Teletouchs revenue consists primarily of monthly service and lease revenues
charged to customers on a monthly, quarterly, semi-annual or annual basis. Revenue also includes sales of messaging devices, cellular telephones, and other products directly to customers and resellers. Teletouch recognizes revenue over the period
the service is performed in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). SAB 101 requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable, and (4) collectibility is reasonably assured. Teletouch believes, relative to sales of one-way messaging
equipment and the related paging services, that all of these conditions are met, therefore, product revenue is recognized at the time of shipment and service revenue is recognized upon the Company rendering such services.



Earnings (loss) Per Share:Basic earnings (loss) per
share was determined by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share amounts were similarly computed, but included the
effect, when dilutive, of the Companys weighted average number of stock options outstanding and the average number of common shares that would be issuable upon conversion of the Companys convertible preferred securities and the exercise
of the Companys common stock purchase warrants. Potentially dilutive securities have not been considered in the computation of loss per share for the three and nine months ended February 28, 2002 because the effect would be antidilutive.



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Earnings
(loss) per share amounts are calculated as follows (in thousands except per share amounts):





|                                                       |  | Three months ended Februrary 28, |        |      | Nine months Ended February 28, |       
|------------------------------------------------------ |  | -------------------------------- | ------ | ---- | ------------------------------ | ------
|                                                       |  | 2003                             |        | 2002 |                                |       
|Net income (loss) applicable to common stockbasic     |  | $                                | 1,195  |      | $                              | (2,563
|Accretion on redeemable common stock purchase warrants |  |                                  | 61     |      |                                |      
|                                                       |  |                                  |        |      |                                |       
|Net income (loss) applicable to common stockdiluted   |  |                                  | 1,256  |      |                                | (2,563
|                                                      
|Average shares outstanding:                            |  |                                  |        |      |                                |       
|Basic                                                  |  |                                  | 4,497  |      |                                | 4,811 
|Effect of dilutive securities:                         |  |                                  |        |      |                                |       
|Stock options                                          |  |                                  | 230    |      |                                |      
|Common stock purchase warrants                         |  |                                  | 5,853  |      |                                |      
|Series C Preferred Stock                               |  |                                  | 44,000 |      |                                |      
|Series B Preferred Stock                               |  |                                  |       |      |                                |      
|Series A Preferred Stock                               |  |                                  |       |      |                                |      
|                                                       |  |                                  |        |      |                                |       
|Diluted shares outstanding                             |  |                                  | 54,580 |      |                                | 4,811 
|                                                       |  |                                  |        |      |                                |       
|Earnings (loss) per Share:                             |  |                                  |        |      |                                |       
|Basic                                                  |  | $                                | 0.27   |      | $                              | (0.53 
|                                                       |  |                                  |        |      |                                |       
|Diluted                                                |  | $                                | 0.02   |      | $                              | (0.53 
|                                                       |  |                                  |        |      |                                |       



New
Accounting Pronouncements:In August 2001, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards No. 144Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144). SFAS No.
144 is effective for years beginning after December 15, 2001 and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.SFAS No. 144 provides a single accounting model for
disposition of long-lived assets. Although retaining many of the fundamental recognition and measurement provisions of Statement 121, the new rules significantly change the criteria that would have to be met to classify an asset as held for sale.
The new rules also will supersede the provisions of the Accounting Principles Board Opinion 30 with regard to reporting the effects of a disposal of a segment of a business and will require expected future operating losses from discontinued
operations to be displayed in discontinued operations in the period(s) in which the losses are incurred. In addition, more dispositions will qualify for discontinued operations treatment in the income statement. Teletouch adopted SFAS No. 144
effective June 1, 2002. In November 2002, the Company restructured its operations and exited its retail distribution channel by closing all but 2 of its retail locations. The Company restructured the operations of 22 other retail stores to serve as
service centers to provide customer service to its existing customer base. As a result of the closure of its retail stores, the Company has identified excess furniture and fixtures and computer equipment used previously in its retail business and is
actively trying to sell these assets. In accordance with SFAS No. 144, Teletouch has classified these excess assets as Assets Held for Sale and has recorded a charge to reduce the value of these



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assets to their estimated recoverable value less any anticipated disposition costs. For the quarter ended
November 30, 2002, the Company reduced the carrying value of these Assets Held for Sale from $1.7 million to $0.2 million by recording a charge of $1.5 million which is recorded in operating expenses on the Companys Consolidated
Statement of Operations. Teletouch is actively marketing these assets to various potential buyers, including its resellers and other customers and expects the majority of this equipment to be sold by May 31, 2003 with the remainder being sold in the
first half of fiscal year 2004. Teletouchs review of the carrying value of its remaining long-lived assets held for use at February 28, 2003 indicated that the carrying value of those assets is recoverable through future estimated cash flows.
If the cash flow estimates, or the significant operating assumptions upon which they are based, change in the future, Teletouch may be required to record impairment charges related to its long-lived assets.



In July 2002, the FASB issued SFAS No. 146, Accounting
for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities, such as restructurings, involuntarily terminating employees and
consolidating facilities. SFAS No. 146 excludes from its scope exit and disposal activities conducted in connection with a business combination and those activities to which SFAS Nos. 143 and 144 are applicable. SFAS No. 146 is effective for exit
and disposal activities that are initiated after December 31, 2002. The adoption of this statement did not have a material effect on our consolidated financial position or results of operations.



NOTE BLIQUIDITY, RISKS AND OTHER IMPORTANT FACTORS



Sources of System Equipment and Inventory:Teletouch
does not manufacture its paging network equipment, including but not limited to antennas, transmitters, and paging terminals, nor does it manufacture any of the pagers, cellular telephones, two-way radios, consumer electronics or telemetry devices
it sells or leases. This equipment is available for purchase from multiple sources, and the Company anticipates that such equipment will continue to be available in the foreseeable future, consistent with normal manufacturing and delivery lead
times. Because of the high degree of compatibility among different models of transmitters, computers and other paging and voice mail equipment manufactured by its suppliers, Teletouchs paging network is not dependent upon any single source of
such equipment. The Company currently purchases pagers and transmitters from several competing sources. Until fiscal 2001, the Company purchased its paging terminals from Glenayre Technologies Inc., a leading manufacturer of mobile communications
equipment. During fiscal 2001, Glenayre announced that it would discontinue manufacturing paging terminals but would continue to provide technical support for the foreseeable future. Teletouchs operations have not been impacted as a result of
the decision by Glenayre as such terminal equipment is readily available in the used market. The Company expects that there will be an adequate supply of used Glenayre terminal equipment throughout the remainder of fiscal year 2003 to meet the
Companys needs.



Concentration of Credit
Risk: Teletouch provides paging and other wireless telecommunications services to a diversified customer base of businesses and individual consumers, primarily in non-metropolitan areas and communities in the southeast United States. As a
result, no significant concentration of credit risk exists. The Company performs periodic credit evaluations of its customers to determine individual customer credit risks and promptly terminates services for nonpayment. Credit losses have been
within managements expectations.



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Other Risks
and Uncertainties: The Companys future results of operations and financial conditions could be impacted by the following factors, among others:

| |  |  | the ability to finance and manage expected growth;
| | - |  | --------------------------------------------------

| |  |  | subscriber attrition and reduction in ARPU;
| | - |  | -------------------------------------------

| |  |  | the impact of competitive services, products and pricing;
| | - |  | ---------------------------------------------------------

| |  |  | the ongoing relationship with the cellular carriers and vendors;
| | - |  | ----------------------------------------------------------------

| |  |  | dependence upon key personnel;
| | - |  | ------------------------------

| |  |  | legal proceedings;
| | - |  | ------------------

| |  |  | the Companys ability to maintain compliance with the American Stock Exchange requirements for continued listing of its common stock;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

| |  |  | federal and state governmental regulation of the one-way, two-way and cellular telecommunications industries;
| | - |  | -------------------------------------------------------------------------------------------------------------

| |  |  | the ability to maintain, operate and upgrade the Companys information systems network;
| | - |  | ---------------------------------------------------------------------------------------

| |  |  | the demand for and acceptance of products and services offered;
| | - |  | ---------------------------------------------------------------

| |  |  | the migration of subscribers from leased communications products to purchased products;
| | - |  | ---------------------------------------------------------------------------------------

| |  |  | the ability to successfully market cellular and other telephony services;
| | - |  | -------------------------------------------------------------------------

| |  |  | the ability to successfully market and service the telemetry business, and other new lines of business that the Company may enter in the future;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | the ability to maintain compliance with the covenants in the Companys loan facilities (see Notes C and D)
| | - |  | ----------------------------------------------------------------------------------------------------------



NOTE CSHORT-TERM DEBT



Short-term debt consists of the following (in thousands):



|               |  | February 28,2003 |     | May 31, 2002
|-------------- |  | ---------------- | --- | ------------
|FCFC MAP note  |  | $                | 538 |             
|FCFC term note |  |                  | 45  |             
|               |  |                  |     |             
|               |  | $                | 583 |             
|               |  |                  |     |             



Agreements With First Community:On May 20, 2002, Teletouch executed two promissory notes in favor of First Community Financial Corporation (FCFC), (a) a $2,000,000 Multiple Advance Promissory Note (MAP
Note) and (b) a Term Promissory Note in the initial principal amount of $250,000 (Term Note, and together with the MAP Note, the Credit Facility). Both notes are collateralized by an accounts receivable security
agreement (FCFC Security Agreement) which gives FCFC a superior priority security interest in all accounts receivable and substantially all other assets of the Company, excluding its FCC licenses and certain real property. FCFC is an
unrelated third party with no prior relationships with the Company or its affiliates.



FCFC MAP Note: The MAP Note provides for a revolving line of credit of up to a maximum amount of $2,000,000. The MAP Note bears interest at a floating rate of 5.25% above the prime rate
of Bank One Arizona, Phoenix, Arizona. The interest rate cannot be less than an annual rate of 10% and interest is payable on the MAP Note on the first day of each month on which there is an outstanding indebtedness under the MAP Note. In addition,
Teletouch must make a minimum interest payment of $5,000 each month. Borrowings under the MAP Note are limited to amounts, which together with amounts previously borrowed, do not exceed a borrowing base. This borrowing base is defined as 75% of the
Companys eligible commercial accounts receivable and 50% of the Companys eligible reseller accounts receivable, with certain adjustments. Collections on the Companys accounts receivable are applied daily, through automatic lockbox
transfer, to repay principal outstanding and interest accruing on



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##### Table of Contents

the MAP Note. No advances will be made by FCFC if an event of default (as that term is defined under the
FCFC Security Agreement) occurs and Teletouch fails to cure the event of default. The MAP Note matures upon the termination of the FCFC Security Agreement. The FCFC Security Agreement provides for an initial term of two years from date of execution
and subsequent one-year renewal terms. In consideration for establishing the line of credit, Teletouch paid to FCFC a commitment and funding fee of 1.5% of the line of credit amount, or $30,000, on the date the Company executed the MAP Note. In the
event FCFC and Teletouch agree to extend the term of the MAP Note, Teletouch will pay an additional 0.5%, or $10,000, of the line of credit amount on each anniversary of any MAP Note extensions.



FCFC Term Note: The Term Note requires principal
payments in the amount of $5,000 be made to FCFC in 50 consecutive weekly installments. Interest on the principal amount then outstanding is paid monthly at a rate equal to the greater of 10.00% annually or 5.25% plus the prime rate. The Term Note
bears the same interest rate terms as the MAP Note. The Term Note is also secured by the FCFC Security Agreement. Teletouch paid FCFC a funding and commitment fee of $3,750 upon execution of the Term Note.



In the event that the amount under the Credit Facility is
increased, Teletouch agreed to pay an additional fee of 1.0% of the additional commitment amount to FCFC. Amounts outstanding under the Credit Facility rank senior to amounts outstanding with TLL Partners.



The FCFC MAP Note and the Term Note require the maintenance of
certain monthly financial and operating covenants. For the quarters ended November 30, 2002 and February 28, 2003, the Company received waivers of certain of these financial covenants. These waivers allowed the Company to remain in compliance with
the financial and operating covenants required under the MAP Note and the Term Note for the second and third quarter of fiscal 2003. The Company believes it will remain in compliance with all of the financial and operating covenants included in the
MAP Note and the Term Note for the remainder of fiscal 2003.



NOTE DLONG-TERM DEBT



Long-term debt consists of the following (in thousands):



|                                                    |  | February 28, 2003 |     | May 31, 2002
|--------------------------------------------------- |  | ----------------- | --- | ------------
|Pilgrim promissory note, including accrued interest |  | $                 |    |             
|TLL note  affiliate, including accrued interest    |  |                   | 792 |             
|                                                    |  |                   |     |             
|                                                    |  |                   | 792 |             
|Less current portion                                |  |                   |    |             
|                                                    |  |                   |     |             
|                                                    |  | $                 | 792 |             
|                                                    |  |                   |     |             



Pilgrim Promissory Note: On May 20, 2002, pursuant to agreements executed on May 17, 2002, Teletouch reorganized its debt which included delivering a Promissory Note in the principal amount of $2,750,000 to one of the lenders,
ING Prime Rate Trust (formerly known as Pilgrim America Prime Rate Trust) (Pilgrim) (the Debt Reorganization). The Second Amended and Restated Credit Agreement (the Amended Credit Agreement) dated as of May 17,
2002 by and among Teletouch and Pilgrim, as administrative agent for the lender, which amended and restated the prior credit agreement



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##### Table of Contents

effected the Debt Reorganization and resulted in the reduction of the aggregate principal debt under the
debt facility to $2,750,000.



The debt
outstanding under the Amended Credit Agreement was collateralized by assets of Teletouch and its subsidiaries including (1) certain real property owned by Teletouch in Tyler, Texas, (2) all of the capital stock of Teletouch Licenses, Inc.
(TLI), a wholly-owned subsidiary of Teletouch, that owns the paging and other licenses utilized in Teletouchs operations, (3) all of Teletouchs and TLIs respective rights in the License Management Agreement between
Teletouch and TLI, pursuant to which Teletouch manages and utilizes the licenses owned by TLI, and (4) certain other collateral as set forth in the Amended Credit Agreement, but excluding the collateral securing the FCFC Credit Facility (see Note
C).



The Amended Credit Agreement required that
the $2,750,000 in principal due under the new loan be repaid in 36 equal monthly installments of principal and interest in the amount of $87,449 commencing June 1, 2002 with interest accruing at an annual rate of nine percent. In addition, Teletouch
was required to make certain mandatory pre-payments to Pilgrim based on certain calculations for events or occurrences arising from any of the following: excess cash flow, casualty events, or debt and equity issuances or sale of assets, as defined
by the applicable agreements. The Amended Credit Agreement contained a number of prohibitions and limitations of Teletouchs activities, including a prohibition of the payment of dividends by Teletouch. Failure to comply with the terms of the
Amended Credit Agreement would have resulted in an event of default which in turn would have allowed Pilgrim to terminate the commitment and to declare the borrowings to be due and payable.



On December 31, 2002, Teletouch paid off the principal and
interest amounts outstanding under the Amended Credit Facility by remitting a one time payment in the amount of $1,947,874 as full satisfaction of all amounts owed by Teletouch thereunder. The Amended Credit Facility, together with all security
interests arising in connection therewith was terminated and cancelled as of that date. The Company recognized a gain on the extinguishment of this debt of $510,000. The funds used to payoff the amount included approximately $429,000 received by the
Company in December 2002 as the result of a favorable legal settlement.



TLL Note:On May 17, 2002, the Company entered into a note agreement with TLL Partners (TLL Note), an entity controlled by Robert McMurrey, Chairman of Teletouch, which allows for borrowings in the
aggregate principal amount of $2,200,000. The outstanding principal and accrued interest becomes payable in full May 17, 2007 and accrues interest at the rate of 10% annually. The TLL Note is subordinated to the interests of FCFC and does not
require the maintenance of any financial or operating covenants.



NOTE ESTOCK OPTIONS



In December 1999, the Company reduced the exercise price of all outstanding employee and director owned stock options to $0.87, which was equal to the average of the closing price of the Companys common stock for the
20-trading days prior to December 1, 1999. In November 2001, the Company reduced the exercise price of all outstanding employee and director owned stock options to $0.24, which was equal to the average of the closing price of the Companys
common stock for the 20-trading days prior to November 21, 2001. Compensation expense associated with these repriced options is being measured and recognized in accordance with the Financial Accounting Standards Board Interpretation No. 44,
Accounting for Certain Transactions Involving Stock Compensation. Based on the market



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##### Table of Contents

value of Teletouchs common stock and in accordance with Financial Accounting Standards Board
Interpretation No. 44, compensation expense of $36,100 and $22,800 was recorded in the three months and $5,000 and $31,100 in the nine months ended February 28, 2003 and 2002, respectively. Additional compensation expense may be recorded in future
periods based on fluctuations in the market value of the Companys common stock.



On November 7, 2002, the Companys common stockholders voted to adopt and ratify the Teletouch 2002 Stock Option and Appreciation Rights Plan (2002 Plan). Under the 2002 Plan,
Teletouch may issue options which will result in the issuance of up to an aggregate of ten million (10,000,000) shares of Teletouch common stock. The 2002 Plan provides for options which qualify as incentive stock options (Incentive Options) under
Section 422 of the Code, as well as the issuance of non-qualified options (Non-Qualified Options). The shares issued by Teletouch under the 2002 Plan may be either treasury shares or authorized but unissued shares as Teletouchs board of
directors may determine from time to time. Pursuant to the terms of the 2002 Plan, Teletouch may grant Non-Qualified Options and Stock Appreciation Rights (SARs) only to officers, directors, employees and consultants of Teletouch or any of
Teletouchs subsidiaries as selected by the board of directors or the Compensation Committee. The 2002 Plan also provides that the Incentive Options shall be available only to officers or employees of Teletouch or any of Teletouchs
subsidiaries as selected by the board of directors or Compensation Committee. The price at which shares of common stock covered by the option can be purchased is determined by Teletouchs Compensation Committee or board of directors; however,
in all instances the exercise price is never less than the fair market value of Teletouchs common stock on the date the option is granted. To the extent that an Incentive Option or Non-Qualified Option is not exercised within the period in
which it may be exercised in accordance with the terms and provisions of the 2002 Plan described above, the Incentive Option or Non-Qualified Option will expire as to the then unexercised portion. As of February 28, 2003, no Incentive Options,
Non-Qualified Options or SARs are outstanding under the 2002 Plan.



NOTE FPROVISION FOR LEASE ABANDONMENT AND OTHER COSTS



In May 2002, the Company completed a review of the financial performance of its retail stores. This review resulted in the decision to close 22 of the Companys 66 locations. As of August 31, 2002
the Company had completed the closure of 21 of its retail locations. Provisions for estimated losses on the abandonment of certain leased retail space were $488,000 and the loss recorded on the abandonment of related leasehold improvement costs was
$120,000 as of May 31, 2002.



Subsequent to the
retail store closings discussed above, the Company evaluated the profitability of the remaining retail stores and its overall retail distribution channel. This evaluation was completed in November 2002 and the Company developed a restructuring plan
to exit the retail business and focus the Company on its direct distribution channels (Retail Exit Plan). The Retail Exit Plan resulted in the closing of an additional 10 of the Companys retail locations, transferring 4 of its
retail locations to an affiliated company, the conversion of 22 of its retail locations to customer service centers and the reduction of its workforce by 111 people. In addition, during the second quarter and prior to the execution of the Retail
Exit Plan, the Companys leases on 2 of its retail stores expired and the Company decided not to renew these leases and closed the stores. As of February 28, 2003, the Retail Exit Plan was completed with the exception of the closure of 2 retail
stores. After the Retail Exit Plan is complete the Company will have 22 customer service centers, 1 retail store and 5 two-way radio shops remaining through which it will service its customer base. During the quarter ending February 28, 2003,
the Company increased its provision for losses for certain changes in estimates related to the Companys



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##### Table of Contents

Retail Exit Plan including $45,000 for personnel related costs and $112,000 for lease obligations. Quarter
end November 30, 2002 charges related to the Companys Retail Exit Plan included $365,000 for the abandonment of certain leased retail space, $34,000 for the abandonment of related leasehold improvements, $411,000 for personnel related costs
and $1,426,000 for write-downs on excess furniture and fixtures and computer equipment held for sale (see Note A). Such charges have been included in operating expenses in the Companys Consolidated Statement of Operations.



The following table provides a rollforward of store closing
liabilities for the nine months ended February 28, 2003



|                             |  | Future Lease Payments |      |   | Other Costs |   |      | Total | 
|---------------------------- |  | --------------------- | ---- | - | ----------- | - | ---- | ----- | 
|                             |  | (amounts in 000s)    |     
|Balance at May 31, 2002      |  | $                     | 488  |   |             | $ |     |       | 
|                            
|Cash outlay                  |  |                       | (62  | ) |             |   |     |       | 
|                             |  |                       |      |   |             |   |      |       | 
|Balance at August 31, 2002   |  | $                     | 426  |   |             | $ |     |       | 
|                            
|Changes in estimates         |  |                       | (126 | ) |             |   |     |       | 
|Additions to provision       |  |                       | 365  |   |             |   | 411  |       | 
|Cash outlay                  |  |                       | (138 | ) |             |   | (367 | )     | 
|                             |  |                       |      |   |             |   |      |       | 
|Balance at November 30, 2002 |  | $                     | 527  |   |             | $ | 44   |       | 
|                            
|Additions to provision       |  |                       | 112  |   |             |   | 45   |       | 
|Cash outlay                  |  |                       | (66  | ) |             |   | (89  | )     | 
|                             |  |                       |      |   |             |   |      |       | 
|Balance at February 28, 2003 |  | $                     | 573  |   |             | $ | 0    |       | 



The
remaining provision at February 28, 2003 of $573,000 is expected to be paid through 2005. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates.



NOTE GINCOME TAXES



Teletouch uses the liability method to account for income
taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in
effect when the differences reverse.



The
Companys net operating loss carryforwards were reduced to $0 at May 31, 2002 from approximately $29.5 million at May 31, 2001. Other deferred tax assets were reduced as well. These reductions occurred due to the attribute reduction rules
of the Internal Revenue Code Section 108 related to the Companys debt restructuring. A corresponding reduction to the valuation allowance previously



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##### Table of Contents

recorded against these assets was also recorded as of May 31, 2002. The Companys effective income
tax rate for fiscal 2003 is estimated to be 0%, as no benefit is expected to be recorded. For the three months ended February 28, 2002, no tax benefit was recorded as a valuation allowance was recorded against deferred tax assets that were not
likely to be realized.



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##### Table of Contents



NOTE HRELATED PARTY
TRANSACTIONS



The Company had certain related
party sales during the three and nine months ended February 28, 2003 to Progressive Concepts, Inc. (PCI) a company controlled by Robert McMurrey, Teletouchs Chairman. During the three and nine months ended February 28, 2003,
Teletouch recognized approximately $268,000 and $386,000 in revenue and $14,000 and $31,000 in gross margin on the sales of pagers, service and cellular products to PCI. Additionally, the Company purchased both car audio equipment and cellular
accessories from this related party during the three and nine months ending February 28, 2003 totaling approximately $29,000 and $215,000. The Company has negotiated purchase prices with PCI on both cellular and audio equipment equaling cost plus
5%. During the three and nine months ending February 28, 2003 Teletouch recognized charges of $90,000 and 180,000 for costs incurred by PCI related to answering service center operations.



NOTE IPREFERRED STOCK AND JUNIOR DEBT RESTRUCTURING ACTIVITIES



On May 17, 2002, TLL Partners, paid $800,000 and exercised an
option it had previously purchased to acquire all of the securities held by Continental Illinois Venture Corporation (CIVC) which included $22,451,000 of the total $25,513,000 in outstanding principal and accrued interest under the
Junior Debt, 295,649 shares of Teletouch common stock, 2,660,840 warrants to purchase Teletouch common stock, 36,019 shares of Series B Preferred Stock, 324,173 warrants to purchase Series B Preferred Stock, and 13,200 shares of Series A Preferred
Stock.



Pursuant to the Restructuring Agreement
dated May 17, 2002 by and among TLL Partners, GM Holdings and Teletouch, the two holders of the Companys Junior Debt reached an agreement that released and discharged Teletouch of its Junior Debt obligations without recourse. GM Holdings
forgave Teletouchs debt obligations totaling $3,062,000 including accrued interest and TLL Partners forgave Teletouchs debt obligations totaling $22,451,000.



Robert M. McMurrey is the founder and the Chairman of the Board of Teletouch. Mr. McMurreys investments
in Teletouch are made through TLL Partners and Rainbow Resources, Inc. (RRI). RRI is a Texas corporation of which Robert M. McMurrey is the sole director and shareholder. The principal business of RRI is the ownership and operation of
oil and gas properties and the ownership of Teletouch securities. TLL Partners is a Delaware limited liability company of which Robert M. McMurrey is the sole officer and a wholly-owned subsidiary of Progressive Concepts Communications, Inc., a
Delaware corporation (PCCI). PCCI was formed as the holding company for Progressive Concepts, Inc., a Texas corporation (PCI), which is its wholly-owned subsidiary. PCCI is controlled by Robert M. McMurrey by virtue of his
being the majority stockholder thereof. The principal business of TLL Partners is to act as a holding company for Mr. McMurreys investment in Teletouch securities.



Pursuant to the Restructuring Agreement dated as of May 17, 2002, by and among TLL Partners, GM Holdings and
Teletouch (Restructuring Parties), (1) TLL Partners agreed to extend a five-year loan, subordinated to Pilgrims interests, in the aggregate principal amount of $2,200,000 to Teletouch (see Note D); (2) GM Holdings agreed to cancel
and deliver its Junior Debt, in the amount of approximately $3,062,000 including accrued and unpaid interest, to Teletouch, fully and freely releasing and discharging Teletouch of its Junior Debt obligations without recourse; (3) TLL Partners agreed
to cancel and deliver to Teletouch the Junior Debt it acquired from CIVC, in the amount of approximately $22,451,000 including accrued and unpaid interest, fully and freely releasing and discharging Teletouch of its Junior Debt obligations without
recourse; (4) Teletouch agreed to issue warrants to purchase 6,000,000 shares of Teletouch common stock to GM Holdings, at a price of $0.01 per share, exercisable



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commencing three years following the date of issue, redeemable at the option of the holder upon the
earlier of a change in control or five years from the date of issue, and terminating eight years following the date of issue, (5) TLL Partners to exchange certain preferred and common stock, as described below, for 1,000,000 shares of
Teletouchs Series C Preferred Stock, par value $.001 per share, and (6) TLL Partners agreed to enter into and to cause each of Rainbow Resources, Inc., Robert M. McMurrey and J. Kernan Crotty to enter into a Principal Stockholders Agreement.
The issuance of the warrants to purchase 6,000,000 shares of Teletouch common stock and the 1,000,000 shares of Series C Preferred Stock was subject to shareholder approval and satisfaction of applicable American Stock Exchange Rules. Additionally,
each of the Restructuring Parties agreed that no dividends would accrue, be declared or made on the Series A Preferred Stock or the Series B Preferred Stock pending the completion of the transactions contemplated by the Restructuring Agreement.



The securities exchanged by TLL Partners
included all of the common stock, common stock warrants, Series A Preferred Stock, Series B Preferred Stock and Series B Preferred Stock Warrants which TLL Partners acquired from CIVC as well as the Series A Preferred Stock and Series B Preferred
Stock previously held by GM Holdings, which TLL Partners acquired pursuant to an option granted to it by GM Holdings at no cost in connection with the Restructuring Agreement. As an inducement for entering into the Restructuring Agreement, TLL
Partners paid $59,000 to GM Holdings upon its execution. In the aggregate, TLL Partners held and exchanged 295,649 shares of Teletouch common stock, warrants for the purchase of 2,660,840 shares of Teletouch common stock, 15,000 shares of Series A
Preferred Stock, 85,394 shares of Series B Preferred Stock and 324,173 Series B Preferred Stock Warrants.



On November 7, 2002, the Companys common stockholders voted to approve the issuance by the Company of 1,000,000 shares of Series C
Preferred Stock and warrants to purchase 6,000,000 shares of the Companys Common Stock to TLL Partners and GM Holdings, respectively. Additionally, the Companys common stockholders approved amending Article IV of the Companys
Certificate of Incorporation to increase the authorized common shares from 25,000,000 to 70,000,000 to ensure sufficient common shares were available in the event of exercise of options currently outstanding, the conversion of the Series C Preferred
Stock, the exercise of the warrants issued to purchase 6,000,000 shares of the Companys Common Stock, and in the event of future option grants under the Companys 2002 Stock Option Plan and any future other issuances. The security
transactions voted on by the Companys common stockholders were pursuant to the terms and conditions of the May 17, 2002 Restructuring Agreement by and among the Company, TLL Partners and GM Holdings. The approval of these transactions by the
common shareholders and the issuance of the 1,000,000 shares of Series C Preferred Stock and warrants to purchase 6,000,000 shares of the Companys Common Stock completed the Restructuring Agreement entered into May 17, 2002.



In conjunction with the issuance of the Series C Preferred
Stock and 6,000,000 warrants to purchase common stock in exchange for the 15,000 shares of Series A Preferred Stock, the Company recognized a gain of $36,377,000, in the second quarter of fiscal year 2003, that was included in income applicable to
common stock and is reflected in the Companys earnings per share calculations for the nine months ended February 28, 2003. The amount of the gain represents the amount by which the carrying value of the Series A Preferred Stock as of November
7, 2002 ($38,297,000) which included accrued dividends which were recorded in paid in capital), exceeded the allocated portion of the fair value of the Series C Preferred Stock and 6,000,000 warrants to purchase common stock issued by the Company
($1,920,000).



Capital Structure:
Subsequent to the common shareholder approval obtained on November 7, 2002 of an amendment to the Companys Certificate of Incorporation, Teletouchs authorized capital



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structure allows for the issuance of 70,000,000 shares of common stock with a $0.001 par value and
5,000,000 shares of preferred stock with a $0.001 par value. Prior to the amendment of the Companys Certificate of Incorporation, Teletouchs authorized capital structure allowed for the issuance of 25,000,000 shares of common stock with
a $0.001 par value and 5,000,000 shares of preferred stock with a $0.001 par value.



Series C Preferred Stock: At February 28, 2003, 1,000,000 shares of Series C Preferred Stock with a par value of $0.001 are issued and outstanding.



The material terms of the Series C Preferred Stock are as
follows: after payment of all amounts due under the Amended Credit Agreement, (1) dividends may be paid on a pro rata basis; (2) assets may be distributed upon voluntary or involuntary liquidation, dissolution or winding up of the Company; and (3)
holders may convert all, but not less than all, of their Series C Preferred Stock into shares of Common Stock after May 20, 2005, subject to the following terms and conditions. The Series C Preferred Stock will be convertible into a number of shares
of Common Stock computed by dividing (1) the product of (A) the number of shares of Series C Preferred Stock to be converted and (B) 22, by (2) the conversion price in effect at the time of conversion. The conversion price for delivery of Common
Stock shall initially be $0.50 and subject to adjustment. The Series C Preferred Stock is non-voting. Holders of Series C Preferred Stock are entitled to notice of all stockholders meetings. The consent of at least a majority of the Series C
Preferred Stock (calculated on an as converted basis) is required to effect any amendment (a) to voting powers, preferences or rights of the holders of Series C Preferred Stock or (b) to the Certificate of Incorporation authorizing,
creating or increasing the amount of any shares of any class or series prior or equal to the Series C Preferred Stock for payment of dividends or (c) any merger or consolidation unless the surviving entity shall have no class or series of shares or
securities authorized or outstanding ranking prior to the Series C Preferred Stock.



Common Stock Purchase Warrants: At February 28, 2003, the Company has 6,000,000 issued and outstanding warrants (the GM Warrants) to purchase shares of Teletouch Common Stock. The GM
Warrants will be exercisable beginning in May of 2005, terminating in May of 2010. In May of 2007, the holder of the GM Warrants may require the Company to redeem the warrants at $0.50 per warrant. Because of this mandatory redemption feature, the
Company has recorded the estimated fair value of the GM Warrants as a long-term liability on its consolidated balance sheet, and will adjust the amount to reflect changes in the fair value of the warrants, including accretion in value due to the
passage of time, with such changes charged or credited to net income.



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Securities
Retired Under the Restructuring Agreement: Pursuant to the terms and conditions of the Restructuring Agreement completed upon the approval and issuance of the Series C Preferred Stock and the GM Warrants, the following securities were
surrendered to the Company by TLL Partners as of November 30, 2002; a) 15,000 shares of Series A Preferred Stock, b) 85,394 shares of Series B Preferred Stock, c) 2,660,840 common stock purchase warrants, d) 295,649 share of Teletouch common stock,
e) 324,172 Series B Preferred Stock purchase warrants. As of February 28, 2003, the Company has 15,000 shares of Series A Preferred Stock and 411,457 shares of Series B Preferred Stock authorized with no shares issued and outstanding. The 295,649
shares of Teletouch common stock surrendered are being held in treasury.



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##### Table of Contents



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



Certain statements contained herein are not based on historical facts, but are forward-looking statements that are based upon
numerous assumptions about future conditions that could prove not to be accurate. Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements. The Companys
ability to consummate such transactions and achieve such events or results is subject to certain risks and uncertainties. Such risks and uncertainties include, but are not limited to, the existence of demand for and acceptance of the Companys
products and services, regulatory approvals and developments, economic conditions, the impact of competition and pricing, results of financing efforts and other factors affecting the Companys business that are beyond the Companys
control. The Company undertakes no obligation and does not intend to update, revise, or otherwise publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances.



The following discussion and analysis of
the results of operations and financial condition of the Company should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.



Although we believe that our expectations are based on
reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward looking statements. Several of these factors include, without limitation:



| |  |  | our ability to finance and manage expected growth;
| | - |  | --------------------------------------------------

| |  |  | subscriber attrition and reduction in ARPU;
| | - |  | -------------------------------------------

| |  |  | the impact of competitive services, products and pricing;
| | - |  | ---------------------------------------------------------

| |  |  | our ongoing relationship with our cellular carriers and vendors;
| | - |  | ----------------------------------------------------------------

| |  |  | our dependence upon key personnel;
| | - |  | ----------------------------------

| |  |  | the adoption of new, or changes in, accounting principles;
| | - |  | ----------------------------------------------------------

| |  |  | legal proceedings;
| | - |  | ------------------

| |  |  | our ability to maintain compliance with the American Stock Exchange requirements for continued listing of our common stock;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

| |  |  | the costs inherent with complying with new statutes and regulations applicable to public reporting companies, such as the Sarbanes-Oxley Act of 2002;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | federal and state governmental regulation of the one-way, two-way and cellular telecommunications industries;
| | - |  | -------------------------------------------------------------------------------------------------------------

| |  |  | our ability to maintain, operate and upgrade our information systems network;
| | - |  | -----------------------------------------------------------------------------

| |  |  | the demand for and acceptance of our products and services;
| | - |  | -----------------------------------------------------------

| |  |  | our ability to efficiently integrate future acquisitions, if any;
| | - |  | -----------------------------------------------------------------

| |  |  | the migration of subscribers from leased communications products to purchased products;
| | - |  | ---------------------------------------------------------------------------------------

| |  |  | the ability to successfully market cellular and other telephony services;
| | - |  | -------------------------------------------------------------------------

| |  |  | the ability to successfully market and service the telemetry business, and other new lines of business that the Company may enter in the future;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | the ability to maintain compliance with the covenants in our loan facilities;
| | - |  | -----------------------------------------------------------------------------

| |  |  | other risks referenced from time to time elsewhere in this report and in our filings with the SEC.
| | - |  | --------------------------------------------------------------------------------------------------



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We undertake
no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events.



OVERVIEW



Teletouch is a leading provider of wireless telecommunications
services, primarily paging services, in non-major metropolitan areas and communities in the southeast United States. As of February 28, 2003 the Company had approximately 230,092 pagers in service. The Company derives the majority of its revenues
from fixed periodic fees, not dependent on usage, charged to subscribers for paging services. As long as a subscriber remains on service, operating results benefit from the recurring payments of the fixed periodic fees without incurring additional
selling expenses or other fixed costs. A high level of customer attrition is common in the paging industry and Teletouch must be able to replace terminating paging subscribers and attract additional wireless subscribers to maintain operating
margins. During recent months, customer attrition (churn) has remained relatively flat but continues to result in a net decline in the number of pagers in service. Teletouch expects that net paging subscriber deletions will continue in
future quarters as the demand for one-way paging continues to decline. Teletouch is implementing customer retention programs and expanding its existing product lines to minimize the impact of the level of customer attrition. The sales and marketing
expenses and other costs associated with attracting new subscribers are substantial and there is no guarantee that our future efforts in this area will improve subscriber growth and retention.



The Company also offers cellular service as an agent for other
cellular PCS carriers, including AT&T Wireless Services Inc. (AT&T) and Cingular Wireless (Cingular) in all of its markets. At February 28, 2003, the Company was offering some type of cellular service in all of its
markets through its direct sales force. The Company is selling cellular/PCS service under two major agreements with AT&T and Cingular. In November 2002, the Company entered into an arrangement with Progressive Concepts, Inc. (PCI), a
company controlled by Robert McMurrey, Teletouchs Chairman, to distribute Cingular wireless services. The agreement with PCI allows the Company to distribute Cingular wireless services in Texas on an exclusive basis.



In November 2001, Teletouch entered the wireless telemetry
market with a product line branded Tracker by Teletouch, which operates on the cellular network in virtually all areas of the United States. The initial product offering centered on fixed monitoring applications in the water/wastewater
and poultry industries. In February 2002, Teletouch increased its telemetry product offering to include Tracker AVL, which monitors mobile assets using global positioning satellites to help customers monitor and track their vehicles, detached
trailers and virtually any other mobile asset.



In July 2002, the Tracker product line was expanded to include a satellite communications network in addition to the cellular network. This provides more enhanced communications capability for large fleet operators and trucking
companies as well as products with more advanced fixed and mobile asset monitoring capabilities, including the ability to operate on multiple networks. To complement the Tracker offering, Teletouch has announced its GEOFLEET brand software, which is
customizable for mobile fleet and fixed asset management, and gives the user the ability to monitor and track multiple vehicles on multiple networks at the same time on the same screen.



Teletouch has other products in development to serve the pipeline, oil and gas industries with an estimated
introduction in the fourth quarter of fiscal 2003.



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To date
revenues from telemetry sales and service have been insignificant to the Companys overall revenue. However, management is encouraged by the interest these products are generating in the market.



Restructuring Activities



In May 2002, the Company completed a review of the financial
performance of its retail stores. This review resulted in the decision to close 22 of the Companys 66 locations. As of August 31, 2002 the Company had completed the closure of 21 of its retail locations. Provisions for estimated losses on the
abandonment of certain leased retail space were $488,000 and the loss recorded on the abandonment of related leasehold improvement costs was $120,000 as of May 31, 2002.



Subsequent to the retail store closings discussed above, the Company evaluated the profitability of the
remaining retail stores and its overall retail distribution channel. This evaluation was completed in November 2002 and the Company developed a restructuring plan to exit the retail business and focus the Company on its direct distribution channels
(Retail Exit Plan). The Retail Exit Plan resulted in the closing of an additional 10 of the Companys retail locations, transferring 4 of its retail locations to an affiliated company, the conversion of 22 of its retail locations to
customer service centers and the reduction of its workforce by 111 people. In addition, during the second quarter and prior to the execution of the Retail Exit Plan, the Companys leases on 2 of its retail stores expired and the Company decided
not to renew these leases and closed the stores. As of February 28, 2003, the Retail Exit Plan was completed with the exception of the closure of 2 retail stores. After the Retail Exit Plan is complete the Company will have 22 customer service
centers, 1 retail store and 5 two-way radio shops remaining through which it will service its customer base. During the quarter ending February 28, 2003, the Company increased its provision for losses for certain changes in estimates related
to the Companys Retail Exit Plan including $45,000 for personnel related costs and $112,000 for lease obligations. Quarter end November 30, 2002 charges related to the Companys Retail Exit Plan included $365,000 for the abandonment of
certain leased retail space, $34,000 for the abandonment of related leasehold improvements, $411,000 for personnel related costs and $1,426,000 for write-downs on excess furniture and fixtures and computer equipment held for sale (see Note A). Such
charges have been included in operating expenses in the Companys Consolidated Statement of Operations.



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The following
table provides a rollforward of store closing liabilities for the nine months ended February 28, 2003



|                             |  | FutureLeasePayments |      |   | Other Costs |   |      | Total | 
|---------------------------- |  | ------------------- | ---- | - | ----------- | - | ---- | ----- | 
|                             |  | (amounts in 000s)  |     
|Balance at May 31, 2002      |  | $                   | 488  |   |             | $ |     |       | 
|                            
|Cash outlay                  |  |                     | (62  | ) |             |   |     |       | 
|                             |  |                     |      |   |             |   |      |       | 
|Balance at August 31, 2002   |  | $                   | 426  |   |             | $ |     |       | 
|                            
|Changes in estimates         |  |                     | (126 | ) |             |   |     |       | 
|Additions to provision       |  |                     | 365  |   |             |   | 411  |       | 
|Cash outlay                  |  |                     | (138 | ) |             |   | (367 | )     | 
|                             |  |                     |      |   |             |   |      |       | 
|Balance at November 30, 2002 |  | $                   | 527  |   |             | $ | 44   |       | 
|                            
|Additions to provision       |  |                     | 112  |   |             |   | 45   |       | 
|Cash outlay                  |  |                     | (66  | ) |             |   | (89  | )     | 
|                             |  |                     |      |   |             |   |      |       | 
|Balance at February 28, 2003 |  | $                   | 573  |   |             | $ | 0    |       | 



The
remaining provision at February 28, 2003 of $573,000 is expected to be paid through 2005. Although the Company does not anticipate significant changes, the actual costs may differ from these estimates.



Critical Accounting Policies



The following discussion and analysis of financial condition
and results of operations are based upon Teletouchs consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, Teletouch evaluates its estimates and assumptions, including but not
limited to those related to the impairment of long-lived assets, reserves for doubtful accounts, revenue recognition and certain accrued liabilities. Teletouch bases its estimates on historical experience and various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.



Allowance for Doubtful Accounts: Estimates are used in determining the reserve for doubtful accounts and are based on historic collection experience, current trends and a percentage of the accounts receivable aging
categories. In determining these percentages Teletouch reviews historical write-offs, including comparisons of write-offs to provisions for doubtful accounts and as a percentage of revenues; Teletouch compares the ratio of the reserve to gross
receivables to historic levels and Teletouch monitors



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collections amounts and statistics. Teletouchs allowance for doubtful accounts was $0.2 million at
February 28, 2003. While write-offs of customer accounts have historically been within our expectations and the provisions established, management cannot guarantee that Teletouch will continue to experience the same write-off rates that it has in
the past which could result in material differences in the reserve for doubtful accounts and related provisions for write-offs.



Reserve for Inventory Obsolescence: Estimates are used in determining the reserve for inventory obsolescence and are based
on sales trends, a ratio of inventory to revenue, and a review of specific categories of inventory. In establishing its reserve, Teletouch reviews historic inventory obsolescence experience including comparisons of previous write-offs to provision
for inventory obsolescence and the inventory count compared to recent sales trends. Teletouchs reserve for inventory obsolescence was $0.4 million at February 28, 2003. While inventory obsolescence has historically been within our expectations
and the provision established, management cannot guarantee that Teletouch will continue to experience the same obsolescence rates that it has in the past which could result in material differences in the reserve for inventory obsolescence and the
related inventory write-offs.



Revenue
Recognition: Teletouchs revenue consists primarily of monthly service and lease revenues charged to customers on a monthly, quarterly, semi-annual or annual basis. Revenue also includes sales of messaging devices, cellular telephones,
and other products directly to customers and resellers. Teletouch recognizes revenue over the period the service is performed in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB 101). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable,
and (4) collectibility is reasonably assured. Teletouch believes, relative to sales of one-way messaging equipment and the related paging services, that all of these conditions are met, therefore, product revenue is recognized at the time of
shipment and service revenue is recognized upon the Company rendering such services.



New Accounting Pronouncements



In August 2001, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144). SFAS No. 144 is effective
for years beginning after December 15, 2001 and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.SFAS No. 144 provides a single accounting model for disposition of
long-lived assets. Although retaining many of the fundamental recognition and measurement provisions of Statement 121, the new rules significantly change the criteria that would have to be met to classify an asset as held for sale. The new rules
also will supersede the provisions of the Accounting Principles Board Opinion 30 with regard to reporting the effects of a disposal of a segment of a business and will require expected future operating losses from discontinued operations to be
displayed in discontinued operations in the period(s) in which the losses are incurred. In addition, more dispositions will qualify for discontinued operations treatment in the income statement. Teletouch adopted SFAS No. 144 effective June 1, 2002.
In November 2002, the Company restructured its operations and exited its retail distribution channel by closing all but 2 of its retail locations. The Company restructured the operations of 22 other retail stores to serve as service centers to
provide customer service to its existing customer base. As a result of the closure of its retail stores, the Company has identified excess furniture and fixtures and computer equipment used previously in its retail business and is actively trying to
sell these assets. In accordance with SFAS No. 144, the Teletouch has classified these excess assets as Assets Held for Sale and has recorded a charge to reduce the carrying value of these assets to their estimated



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recoverable value less any anticipated disposition costs. For the quarter ended November 30, 2002, the
Company reduced the carrying value of these Assets Held for Sale from $1.7 million to $0.2 million by recording a charge of $1.5 million to restructuring expense. Teletouch is actively marketing these assets to various potential buyers,
including its resellers and other customers and expects the majority of this equipment to be sold by May 31, 2003 with the remainder being sold in the first half of fiscal year 2004. Teletouchs review of the carrying value of its remaining
long-lived assets held for use at February 28, 2003 indicated that the carrying value of these assets is recoverable through future estimated cash flows. If the cash flow estimates, or the significant operating assumptions upon which they are based,
change in the future, Teletouch may be required to record impairment charges related to its long-lived assets.



In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146
addresses financial accounting and reporting for costs associated with exit or disposal activities, such as restructurings, involuntarily terminating employees and consolidating facilities. SFAS No. 146 excludes from its scope exit and disposal
activities conducted in connection with a business combination and those activities to which SFAS Nos. 143 and 144 are applicable. SFAS No. 146 is effective for exit and disposal activities that are initiated after December 31, 2002. The adoption of
this statement did not have a material effect on our consolidated financial position or results of operations.



RESULTS OF OPERATIONS



The following table presents certain items from the Companys condensed consolidated statements of operations and certain other information for the periods indicated.



|                                             |  | Three Months Ended February 28,                           |         |   | Nine Months Ended February 28, |  
|-------------------------------------------- |  | --------------------------------------------------------- | ------- | - | ------------------------------ | -
|                                             |  | 2003                                                      |         |   | 2002                           |  
|                                             |  | (in thousands, except pagers, ARPU and per share amounts) |        
|Service, rent and maintenance revenue        |  | $                                                         | 6,781   |   |                                | $
|Product sales revenue                        |  |                                                           | 1,421   |   |                                |  
|                                             |  |                                                           |         |   |                                |  
|Total revenues                               |  |                                                           | 8,202   |   |                                |  
|Cost of products sold                        |  |                                                           | (1,335  | ) |                                |  
|                                             |  |                                                           |         |   |                                |  
|                                             |  | $                                                         | 6,867   |   |                                | $
|Operating expenses                           |  | $                                                         | 6,444   |   |                                | $
|Operating income (loss)                      |  | $                                                         | 423     |   |                                | $
|Net income (loss)                            |  | $                                                         | 1,195   |   |                                | $
|Net income (loss) applicable to common stock |  | $                                                         | 1,195   |   |                                | $
|Earnings (loss) applicable to common stock:  |  |                                                           |         |   |                                |  
|Earnings (loss) per share  basic            |  | $                                                         | 0.27    |   |                                | $
|Earnings (loss) per share  diluted          |  | $                                                         | 0.02    |   |                                | $
|Pagers in service at end of period           |  |                                                           | 230,092 |   |                                |  
|Average revenue per unit (ARPU)            |  | $                                                         | 8.84    |   |                                | $





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Results of Operations for the nine and three months ended February 28, 2003 and 2002



Total revenue: The changes in Teletouchs total revenue are shown in the table below:



|                                      |  | Three Months Ended February 28, |       |      | Nine Months Ended February 28, |       
|------------------------------------- |  | ------------------------------- | ----- | ---- | ------------------------------ | ------
|                                      |  | 2003                            |       | 2002 |                                | Change
|Service, rent and maintenance revenue |  | $                               | 6,781 |      | $                              | 8,291 
|Product sales revenue                 |  |                                 | 1,421 |      |                                | 3,372 
|                                      |  |                                 |       |      |                                |       
|Gross Revenue                         |  | $                               | 8,202 |      | $                              | 11,663



Service, rent and maintenance revenue: Service, rent and maintenance revenues declined due to losses in paging and messaging revenues of $5.0 million for the nine months and $1.5 million for the three months ended February 28,
2003 compared to the same periods in fiscal 2002. This resulted from fewer pagers in service and lower demand for one-way paging. Pagers in service decreased to approximately 230,100 at February 28, 2003 as compared to 286,300 at February 28, 2002,
due to a continuing decline in the demand for one-way paging service.



The negative impact on service revenues due to the decrease in pagers in service was partially offset by an increase in average revenue per unit (ARPU) for the nine months ended February 28, 2003. ARPU for the
nine months and three months ended February 28, 2003 was $8.89 and $8.84 as compared to $8.77 and $8.91 for the nine months and three months ended February 28, 2002. The increase in ARPU is due to the Companys ability to maintain the level of
its highest ARPU business customer base year over year while its lower ARPU reseller customer base continued to decline. The decrease in the Companys reseller customer base is expected to continue much like the declines experienced in the
Companys retail paging subscriber base over the past couple of years. Teletouch expects that the introduction of new products and services will partially offset the loss in paging subscribers and the related recurring revenues and result in a
slower decline in total revenue.



Product
sales revenue: The decline in product sale revenues was due primarily to the Companys exit from the retail business in November 2002 which resulted in a decline in cellular revenues of $1.8 million for the three months and $2.7 million for
the nine months ended February 28, 2003. The decline in revenue for the nine months ended February 28, 2003 also reflects a $0.6 million decline in pager equipment sales due to the continued decline in the demand for paging service primarily in the
consumer and wholesale markets.





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Total costs
and expenses: The comparability of operating, selling and general and administrative expenses for the fiscal 2003 and 2002 periods is affected by the inclusion in the fiscal 2003 amounts of certain restructuring costs relating to the
Companys closing of retail stores. Total costs and expenses, as listed below includes restructuring costs of $157,000 and $0 for the three months ended February 28, 2003 and 2002 respectively, and $2,391,000 and $0 for the nine months ended
February 28, 2003 and 2002 respectively.



|                                                          |  | Three Months Ended February 28, |       |   | Nine Months Ended February 28, |  
|--------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | -
|                                                          |  | 2003                            |       |   | 2002                           |  
|Operating expense                                         |  | $                               | 2,993 |   |                                | $
|Selling expense                                           |  |                                 | 759   |   |                                |  
|General and administrative expense                        |  |                                 | 1,762 |   |                                |  
|                                                          |  |                                 |       |   |                                |  
|Operating, selling and general and administrative expense |  | $                               | 5,514 |   |                                | $
|% of total revenue                                        |  |                                 | 67    | % |                                |  
|Depreciation and amortization                             |  |                                 | 930   |   |                                |  
|                                                          |  |                                 |       |   |                                |  
|Total costs and expenses                                  |  | $                               | 6,444 |   |                                | $



Operating, selling and general and administrative expenses: The decline in operating, selling and general and administrative expenses for the three months ended February 28, 2003 as compared to the three months ended February
28, 2002, reflects declines in payroll and commissions expense of $1.0 million, advertising expense of $0.3 million, office lease expense of $0.2 million, and other expenses of $0.1 million related to fewer retail stores and lower sales. In
addition, third party airtime expenses declined $0.2 million due to better rates negotiated by the Company. Offsetting these declines was an increase in certain restructuring costs of $157,000 related to the closing of retail stores.



The decline in operating, selling and general and
administrative expenses for the nine months ended February 28, 2003 compared to the nine months ended February 28, 2002 reflects declines in payroll and commissions expense of $1.5 million, advertising expense of $0.7 million, office lease expense
of $0.4 million, maintenance expense of $0.2 million, other expenses including utilities and supplies of $0.1 million and property and franchise taxes of $0.1 million. These declines reflect the effects of fewer retail stores and lower sales. In
addition, third party airtime expense declined $0.6 million due to better rates negotiated by the Company; bad debt expense has declined $0.3 million due to fewer retail paging subscribers and improved collection efforts; and professional and
consulting fees have declined $0.1 million primarily related to the increased costs associated with the Companys debt restructuring activities in fiscal 2002. Offsetting these declines was an increase in certain restructuring costs of a
$2,391,000 related to the closing of retail stores.



Operating costs as a percentage of total revenue have increased while the Companys paging subscriber base continues to decline during the three months and nine months ended February 28, 2003 as compared to the same periods in
fiscal 2002. The Company has a relatively fixed cost structure related to





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maintaining its paging
network. As paging subscribers and the related recurring revenues continue to decline, operating expenses as a percentage of total revenue will continue to increase until the Company is able to generate sufficient revenue growth in its other product
and service offerings. The Company expects the dollar amount of operating expenses to decline during the remaining three months of fiscal 2003 as unprofitable products and/or locations are eliminated, however, it cannot be certain that operating
costs will decline in proportion to revenue.



Depreciation and amortization: Depreciation and amortization expense decreased to $3.6 and $0.9 million for the nine and three months ended February 28, 2003, from $4.8 and $1.6 million for the nine and three months ended
February 28, 2002. The decline is due primarily to a charge to write off certain paging infrastructure equipment of $810,000, write-downs on excess furniture, fixtures and computer equipment held for sale of $1,426,000, and charges to write off
leasehold improvements relating to store closings of $154,000.



Write-off of equipment: During the three months ended November 30, 2002, the Company completed verification procedures of its property, plant and equipment. As a result of the procedures performed, certain paging
infrastructure equipment was not identified. The Company believes that a significant amount of the equipment not identified is attributable to ongoing significant repair and upgrades of its network performed on its paging infrastructure over the
past 7 years without always accurately accounting for the replacement or removal of capitalizable infrastructure equipment. During prior periods, the removal of certain equipment during the maintenance process was not recorded. Due to the 7 year
time period over which this activity likely took place it is impractical for the Company to accurately attribute this loss to the period in which it occurred, therefore, the Company recorded a charge of approximately $810,000 during the three months
ended November 30, 2002 to write off the remaining carrying value of this equipment. The Company believes that the amount of the loss attributable to any prior year is not significant to any prior annual operating results or financial position.



Interest expense: Net interest expense
decreased to approximately $274,000 and $175,000 for the nine and three months ended February 28, 2003 from $5.8 and $1.9 million for the nine and three months ended February 28, 2002. The decline in interest expense is directly attributable to the
Companys successful restructuring of the senior and junior subordinated debt on May 20, 2002 which resulted in the Company extinguishing approximately $86.2 million in unpaid principal and accrued interest in exchange for approximately $9.8
million cash and the delivery of a new promissory note in the amount of $2.75 million and certain other securities.



Income taxes: The Companys net operating loss carryforwards were reduced to $0 at May 31, 2002 from approximately $29.5
million at May 31, 2001. Other deferred tax assets were reduced as well. These reductions occurred due to the attribute reduction rules of the Internal Revenue Code Section 108 related to the Companys debt restructuring. A corresponding
reduction to the valuation allowance previously recorded against these assets was also recorded as of May 31, 2002. The Companys effective income tax rate for fiscal 2003 is estimated to be 0%, as no tax benefit is expected to be recorded. For
the nine months ended February 28, 2002, no tax benefit was recorded against deferred tax assets that were not likely to be realized.



FINANCIAL CONDITION



Teletouchs cash balance was $0.3 million at February 28, 2003 as compared to $1.5 million at May 31, 2002. Cash provided by
operating activities decreased to $5.0 million for the nine months ended February 28, 2003 from $8.1 million for the nine months ended February 28, 2002. The Company





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was successful in restructuring its senior debt in May 2002 by paying its senior lenders an aggregate cash
amount of approximately $9,800,000 and delivering a new promissory note to one of the original senior lenders in the amount of $2,750,000. Additionally, pursuant to the Restructuring Agreement dated May 17, 2002 by and among TLL Partners, GM
Holdings and Teletouch, the two holders of the Companys Junior Subordinate Notes reached an agreement that released and discharged Teletouch of its Junior Debt obligations without recourse. GM Holdings forgave Teletouchs debt obligations
totaling $3,062,000 including accrued interest and TLL Partners forgave Teletouchs debt obligations totaling $22,451,000. The Company expects that cash flow provided from operations, together with the Companys existing credit facilities,
will be sufficient to fund its working capital needs during the remainder of fiscal 2003.



On November 7, 2002, the Companys common stockholders voted to approve the issuance by the Company of 1,000,000 shares of Series C Preferred Stock and warrants to purchase 6,000,000 shares of the
Companys Common Stock to TLL Partners and GM Holdings, respectively. Additionally, the Companys common stockholders approved amending Article IV of the Companys Certificate of Incorporation to increase the authorized common shares
from 25,000,000 to 70,000,000 to ensure sufficient common shares were available in the event of exercise of options currently outstanding, the conversion of the Series C Preferred Stock, the exercise of the warrants issued to purchase 6,000,000
shares of the Companys Common Stock, and in the event of future option grants under the Companys 2002 Stock Option Plan and any future other issuances. The security transactions voted on by the Companys common stockholders were
pursuant to the terms and conditions of the May 17, 2002 Restructuring Agreement by and among the Company, TLL Partners and GM Holdings. The approval of these transactions by the common shareholders and the issuance of the 1,000,000 shares of Series
C Preferred Stock and warrants to purchase 6,000,000 shares of the Companys Common Stock completed the Restructuring Agreement entered into May 17, 2002.



In conjunction with the issuance of the Series C Preferred Stock and 6,000,000 warrants to purchase common stock in exchange for the
15,000 shares of Series A Preferred Stock, the Company recognized a gain of $36,377,000, in the second quarter of fiscal year 2003, that was included in income applicable to common stock and is reflected in the Companys earnings per share
calculations for the nine months ended February 28, 2003. The amount of the gain represents the amount by which the carrying value of the Series A Preferred Stock as of November 7, 2002 ($38,297,000 which included accrued dividends which were
recorded in paid in capital), exceeded the allocated portion of the fair value of the Series C Preferred Stock and 6,000,000 warrants to purchase common stock issued by the Company ($1,920,000).



Teletouchs operations require capital investment to
purchase inventory for lease to customers and to acquire paging infrastructure equipment to support the Companys growth. Net capital expenditures, including pagers, were $2.8 million and $3.2 million for the first nine months of fiscal years
2003 and 2002, respectively. Teletouch anticipates capital expenditures will decrease during the remainder of fiscal 2003 which will result in total capital expenditures declining as compared to fiscal 2002 as the Company plans to only replace
necessary equipment to maintain the paging infrastructure while continuing to purchase an adequate supply of pagers to lease to customers. Teletouch expects to pay for these expenditures with cash generated from operations.



Under the new or amended credit agreements entered into May
17, 2002 with First Community Financial Corporation and TLL Partners (see Notes C and D of Notes to the Condensed Consolidated Financial Statements), the Company had available borrowings of $3.5 million of which $1.4 million was funded as of
February 28, 2003.





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On December
31, 2002, Teletouch paid off the principal and interest amounts outstanding under the Amended Credit Facility by remitting a one time payment in the amount of $1,947,874 as full satisfaction of all amounts owed by Teletouch thereunder. The Amended
Credit Facility, together with all security interests arising in connection therewith was terminated and cancelled as of that date. The Company recognized a gain on the extinguishment of this debt of $510,000. The funds used to payoff the amount
included approximately $429,000 received by the Company in December 2002 as the result of a favorable legal settlement.



The FCFC MAP Note and the Term Note require the maintenance of certain monthly financial and operating covenants. For the quarter ended
November 30, 2002, the Company had received a waiver of certain of these financial covenants. This waiver allowed the Company to remain in compliance with the financial and operating covenants required under the MAP Note and the Term Note for the
second quarter of fiscal 2003. For the quarter ending February 28, 2003, the Company was in compliance with the financial and operating covenants and is projecting to remain in compliance with all of the financial and operating covenants included in
the MAP Note and the Term Note for the remainder of fiscal 2003.





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Item 3. Controls and Procedures



In accordance with Item 307 of Regulation S-K promulgated under the Securities Act of 1933, as amended, and within 90 days of the date of this Quarterly Report on Form 10-Q, the Chairman of the Board and the President and Chief
Financial Officer of the Company (the Certifying Officers) have conducted evaluations of the Companys disclosure controls and procedures. As defined under Sections 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive
officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Certifying Officers have reviewed the Companys disclosure
controls and procedures and have concluded that those disclosure controls and procedures are effective as of the date of this Quarterly Report on Form 10-Q. In compliance with Section 302 of the Sarbanes-Oxley Act of 2002, (18 U.S.C. 1350), each of
the Certifying Officers executed an Officers Certification included in this Quarterly Report on Form 10-Q.



As of the date of this Quarterly Report on Form 10-Q, there have not been any significant changes in the Companys internal controls
or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





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Part II.  Other Information



Item 1.    Legal Proceedings



Teletouch is party to various legal proceedings arising in the ordinary course of business. The Company believes there is no proceeding, either threatened or pending, against it that could result in a
material adverse effect on its results of operations or financial condition.





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Item 6. Exhibits and Reports on Form 8-K



(a)  Exhibits.



|Exhibit Number |  | Title of Exhibit                                                                                                        |  | Page Number
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | -----------
|99.1           |  | Officer (Chairman of the Board) certification pursuant Section 906 of the Sarbanes-Oxley Act of 2002                    |  | 30         
|99.2           |  | Officer (President and Chief Financial Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |  | 31         



(b)  Reports on Form 8-K.



None.





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##### Table of Contents



SIGNATURES



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



TELETOUCH COMMUNICATIONS, INC.

(Registrant)



Date: April 14, 2003

/s/    Robert. M. McMurrey

Robert M. McMurrey

Chairman



Date:
April 14, 2003

/s/    J. Kernan Crotty

J. Kernan Crotty

President

Director

Chief Operating Officer

Chief Financial Officer

(Principal Accounting Officer)



---

##### Table of Contents



TELETOUCH
COMMUNICATIONS, INC.



OFFICERS
CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C.
1350)



I, Robert M. McMurrey, Chairman of the Board of
Directors of TELETOUCH COMMUNICATIONS, INC., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of TELETOUCH COMMUNICATIONS, INC.;
|-- |  | -------------------------------------------------------------------------------------

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

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

|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the Evaluation Date); and

c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a) all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal controls; and

|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: April 14, 2003



By: /s/    Robert. M.
McMurrey

Robert M. McMurrey

Chairman of the Board





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##### Table of Contents



TELETOUCH
COMMUNICATIONS, INC.



OFFICERS
CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C.
1350)



I, J. Kernan Crotty, President and Chief Financial
Officer of TELETOUCH COMMUNICATIONS, INC., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of TELETOUCH COMMUNICATIONS, INC.;
|-- |  | -------------------------------------------------------------------------------------

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

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

|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the Evaluation Date); and

c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

a) all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal controls; and

|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: April 14, 2003



By: /s/    J. Kernan
Crotty

J. Kernan Crotty

President and Chief Financial Officer