Teletouch Reports Fiscal Year 2011 Results

Teletouch Communications, Inc. (OTCBB: TLLE), a leading U.S. wireless services, cellular, consumer electronics and public safety equipment provider, reported its audited consolidated results on Form 10-K for the 2011 fiscal year ended May 31, 2011.

Fiscal Year 2011 Highlights – Financial

• Total operating revenues of $40.42 million
• Adjusted income from operations of $2.13 million
• Adjusted EBITDA of $3.28 million
• Adjusted net loss of $0.25 million
• Reduced current and long-term liabilities by $3.16 million

Other Fiscal 2011 & Recent Events Highlights

1st Quarter

• Transitioned Company’s stock to the OTC Bulletin Board from the Pink Sheets
• Expanded two-way radio and public safety products to new geographic markets

2nd Quarter

• Awarded multi-year contract with the Government Services Administration (“GSA”), effective October 1, 2010 (contract number GS-07F-0024X)

3rd Quarter

• Restructured operations to reduce costs by approximately $0.19 million per month (started in December 2010 and completed in April 2011); result was reduction of headcount by almost 38%.

4th Quarter

• Received approval in March 2011 to provide two-way radio and emergency vehicle products on BuyBoard®, a website operated by the Local Government Purchasing Cooperative, an administrative agency for the State of Texas tasked with identifying and approving qualified vendors, products and services for purchase by all cities, counties and schools in the State
• Awarded contract by the State of Texas in May 2011 under the Texas Multiple Awards Schedule (TXMAS) program (contract number TXMAS-11-84060), which provides for approved Company products to be sold to all State agencies and local public entities. The contract term follows the term of the Company’s GSA contract.
• Expert damages reports were filed with Judge Willcutts’ office (the arbitrator assigned to the AT&T litigation) in March 2011 by both the Company and AT&T (see additional detail below)
• Negotiated a master distribution agreement in March 2011 with AFC Trident, Inc., an innovative manufacturer of cellular phone cases and other accessories, to become the exclusive distributor for all Trident Case products in the Central Region of the United States.
• Reached a tentative settlement agreement with AT&T in May 2011 as a result of mandatory mediation and agreed to delay the arbitration hearing to allow time to finalize settlement documentation.
• Entered into a non-binding letter of intent in May 2011 with an acquisition target that would be complimentary to the Company’s existing operations. Initial diligence has identified certain financial reporting matters that may pose challenges to completing this acquisition.

“When compared to last year’s strong operating results, our best in almost a decade, our operating results for fiscal 2011 were disappointing to say the least, but are and continue to be primarily attributable to our ongoing dispute with AT&T,” stated T. A. "Kip" Hyde, Jr., President, Chief Operating Officer and Director of Teletouch. “The damage to our Company caused by the repeated delays requested by AT&T throughout this arbitration process has been significant and has allowed the accumulated cellular subscriber and revenue losses to finally catch up with us in fiscal 2011. As compared to the prior year, earnings from our cellular business were down approximately $3.3 million. The negative impact on earnings of these losses, especially when combined with the roughly $1.4 million in legal fees spent on this dispute during 2011, just could not be overcome for this fiscal year.”

Hyde continued, “As it became more apparent that this dispute would not be resolved earlier in the year as previously expected, we implemented aggressive cost reduction measures which included a reduction in headcount of almost 38% over the prior year. Also, while revenues earlier in the year developed more slowly than expected, we did see improvements in the 4th quarter over 3rd quarter this year of approximately $3.8 million, including wholesale and two-way/public safety equipment segment revenues up by $3.6 million and $0.5 million respectively over the prior period. Plus, with the steady increases in our public safety equipment division, we remain optimistic that we will continue to grow our other business units as we complete our litigation with AT&T.”

As prior reported, the dispute with AT&T has been in arbitration since September 2009, with damages to the Company accumulating, at an increasing rate, since the launch of the iPhone in June 2007. The Company recently announced limited details on a number of the basic terms of a settlement framework in negotiations with AT&T since May 2011. If successful in completing the settlement over the next few weeks, the Company expects to once again see growth in the cellular segment. If settlement discussions fail, the arbitration process will continue, with an expedited initial hearing date expected in the early Fall.

Hyde added, “AT&T’s actions and the ongoing litigation have not only taken a toll on the operating results of the Company, but have strained personnel resources and depleted cash. During the year, our cash balances were reduced by almost $2.7 million. We are hopeful that a combination of a favorable outcome from the AT&T matter, with expected short term relief from our current lenders and new financing will correct our liquidity issues. Both in conjunction with our current lenders and directly, we have approached a number of new lenders, during the year to address our cash needs. For the most part, lenders are interested, but have deferred their decisions until the AT&T matter is concluded.”

Hyde concluded, “All that said, we believe we are close to settling our ongoing disputes with AT&T and believe the outcome will be favorable to the Company and its shareholders. As this matter comes to a conclusion, we look forward to the opportunity to once again become a strong partner of AT&T and grow our wireless services business. There will be some rebuilding to do at the Company. But, many of the changes we have had to make to the Company during the past two years should help us to emerge a stronger operating company, leaner and more efficient in its legacy cellular business. With some continued success in our current revenue initiatives and the conclusion of the litigation expected soon, we expect improvement to the Company’s earnings during the second half of fiscal 2012, if not sooner.”

EARNINGS CONFERENCE CALL:

On September 8, 2011 at 4:15 p.m. EDT (3:15 p.m. CDT), Teletouch will hold the Company’s fiscal year 2011 earnings conference call. To join, participants will call 866-866-1333 or 404-260-1421. Callers will be asked to provide their first and last names, with their company or financial institution name, as applicable. Participants are advised to dial in approximately 10-15 minutes before the conference is scheduled to begin. After their information is given to an operator, participants will be placed on music-hold prior to the start of the conference.

CHANGE OF OWNERSHIP AND VOTING CONTROL

As previously reported in Teletouch’s Current Report on Form 8-K filed on August 18, 2011, TLL Partners, LLC (“TLLP”), the Company’s former parent and entity controlled by Robert M. McMurrey, Chairman and Chief Executive Officer of Teletouch, entered into a binding agreement titled “Heads of Terms” on August 11, 2011 (the “Binding Agreement”), along with certain related agreements, with its Series A Preferred unit holders, Stratford Capital Partners, LP (“Stratford”) and Retail & Restaurant Growth Capital, LP (“RRGC”) (together, Stratford and RRGC are hereafter referred to as the “Transferees”), whereby, TLLP was required to exchange 25,000,000 shares of its holdings of the Company’s common stock (the “New Shares”) on or before August 17, 2011, for cash consideration totaling $3,750,000 and full settlement of TLLP’s approximately $18,200,000 redemption obligation on its outstanding Series A Preferred Units (the “Preferred Units”) from the Transferees (the “Exchange”). Based on the approximately $21,950,000 consideration exchanged by Transferees, TLLP realized approximately $0.88 per share in value for the shares of the Company’s common stock transferred in the Exchange. As the result of this Exchange, Stratford and RRGC received 15,000,000 shares and 10,000,000 shares, respectively, of the Company’s common stock in exchange for their respective share of the cash consideration and holdings of the outstanding Preferred Units. The Exchange closed on August 17, 2011 and resulted in cancellation of the Series A Preferred units.

CALL AND PUT OPTION; STOCK TRANSFER RESTRICTION AND RELATED AGREEMENTS: As contemplated by the Binding Agreement, at closing, the parties entered into various agreements related to the Exchanged Shares including (1) a Registration Rights Agreement providing for the registration of the Exchanged Shares, (2) a call and put option and transfer restriction agreement whereby TLLP would have the right to call from Stratford and RRGC the Exchanged Shares for a fifteen (15) month period for a call price of $1.00 per share, Stratford and RRGC would have the rights to put their Exchanged Shares to TLLP for a thirty (30) day period at the end of the call option period for a put price of $1.00 per share, and whereby, Stratford and RRCG agreed not to transfer the Exchanged Shares for a period of at least seven (7) months after the date of the Exchange, (3) a voting agreement whereby Stratford and RRGC agreed to vote their Exchanged Shares in proportion to the votes of the other shareholders of Teletouch during the call option period, (4) a pledge and security agreement whereby TLLP pledged certain of its remaining shares of Teletouch’s common stock to Stratford and RRGC as security for their put rights, (5) a mutual release of claims between various parties to the Exchange and (6) certain other ancillary documents. Following the Exchange, Stratford now owns 17,610,000 shares of Teletouch’s common stock or 36.1% of outstanding shares (as of the date of this Report), RRGC owns 11,740,000 shares or 24.1%, and TLLP owns 3,650,999 shares or 7.5%. The statutory result of the Exchange is that there has been a change in voting control of Teletouch, whereby its prior parent, TLLP, no longer directly controls the outcome of various matters voted on by all shareholders.

ARBITRATION PROCEEDINGS AGAINST AT&T:

As initially reported on September 30, 2009, Teletouch’s subsidiary, PCI d/b/a Hawk Electronics, the largest remaining Master Distributor and Authorized Services Provider for AT&T cellular products and services in the U.S., initiated legal action against AT&T seeking at least monetary damages. The process of binding arbitration was commenced to seek relief for damages incurred when AT&T prevented, and continues to prevent the company from selling Apple, Inc.'s (NASDAQ: AAPL) popular iPhone and other "AT&T exclusive" products and services that PCI contends it is entitled by contract to provide to its customers. The action further asserts that AT&T has violated the longstanding non-solicitation agreements between the companies, by actively inducing customers to leave PCI for AT&T and employing anti-competitive and predatory business practices. While PCI attempted to negotiate with AT&T for the purpose of obviating the need for legal action, such attempts failed. Accordingly, PCI initiated this arbitration. AT&T subsequently filed certain counterclaims with the arbitrator seeking an unspecified amount of damages from PCI and claiming that PCI was operating in violation of certain provisions of the distribution agreements and such agreements should therefore be cancellable by AT&T.

On February 18, 2010, the Company announced that it had received an Agreed Scheduling Order from the JAMS Arbitrator assigned to the binding arbitration, providing for an Arbitration Hearing Date scheduled for November 8 - November 12, 2010. On August 13, 2010, the Company reported that it had agreed to an AT&T requested Amended Scheduling Order, moving the Arbitration Hearing from November 8–12, 2010 to March 21-25, 2011. On December 23, 2010, the Company reported that the arbitration hearing start date was again extended from March 21-25, 2011 to June 13-17, 2011, in response to another request from AT&T. During March 2011, both the Company’s and AT&T’s independent valuation experts filed formal initial damages claims and computations with the arbitrator, valuing each party’s respective damages as a result of the other party’s actions. The Company’s expert provided damages computations under various scenarios that estimated potential damages and other compensation that might be due to PCI in a range from $35.0 million to $86.8 million. Subsequent to the Company initiating this legal action, AT&T introduced certain counter-claims against PCI. The damages report received from AT&T’s outside expert computed such damages in a range of $7.6 million to $9.9 million. While we vigorously disputed such AT&T damages assertions, we can provide no assurance that we will prevail in the arbitration against AT&T or be able to defend against the counterclaims raised by AT&T, but expect that all such matters will be concluded as a result of the arbitration or the settlement negotiations, as further discussed below.

On May 17, 2011, the Company and AT&T attended a mandatory mediation session. At the mediation, the parties made significant progress toward reaching a settlement agreement, the final terms of which, if agreed upon, were initially expected to be documented in June, 2011. At the direction of the arbitrator, both parties agreed not to release details about the settlement until final settlement negotiations are agreed to and documented by the parties. To provide adequate time for the anticipated settlement documentation to be completed, the parties agreed to move the arbitration start date from June 13, 2011 to July 22, 2011.

On July 19, 2011, as a result of the settlement discussions taking longer than anticipated and progress that had been made to date, the Company and AT&T mutually agreed to delay the July 22, 2011 arbitration date indefinitely and continue working toward completing documentation on the terms of the final settlement agreement. The arbitrator was noticed by the Company that we may request a specific arbitration hearing date as early as September, 2011, if the settlement discussions are unsuccessful or unreasonably delayed by AT&T. The Company and AT&T have made substantial progress on the terms of the settlement. Terms of the settlement contemplate the Company receiving certain cash and other consideration, as well as a restructured six-year minimum sales and distribution relationship with AT&T, which will allow the Company to continue operating under an updated and expanded arrangement in all of its current and prior market areas including DFW, San Antonio, Houston/South Texas, Austin/Central Texas, Tyler/East Texas and the State of Arkansas. Negotiations are continuing, but if acceptable terms are not agreed to within the next few weeks, the Company may choose to resume arbitration and schedule a final hearing date for this Fall.

PCI is being represented in this matter by the Company's long-time counsel at the national law firm of Bracewell & Giuliani LLP. For a more detailed description of the Company's legal action Notice and detailed Initial Statement of Claim, please refer to the related Form 8-K, filed October 1, 2009 (also available at the Company's website: www.teletouch.com and on EDGAR at www.sec.gov).

For the fiscal year ended May 31, 2011, the Company announced the following results [the Tables below present selected financial data, including certain non-GAAP measures; see Teletouch’s fiscal 2011 Form 10-K filed on August 29, 2011 for complete financials and additional information]:

Disclosure of Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes the presentation of certain non-GAAP financial measures provides useful information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with the non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among the primary indicators management uses as a basis for evaluating performance. For all non-GAAP financial measures in this release, we have provided corresponding GAAP financial measures for comparative purposes.

We refer to the term “EBITDA”, Adjusted EBITDA, Adjusted income (loss) from operations and “Adjusted net income (loss)” in various places of our financial discussion. EBITDA is defined by us as net income (loss) before interest expense, income tax expense, and depreciation and amortization expense. The Company identifies its non-cash, significant and one-time charges each period, including non-cash stock compensation expense and significant litigation or restructuring costs and excludes these charges to compute certain non-GAAP adjusted operating measurements. EBITDA, Income (loss) from operations, and Net income(loss) are each adjusted by excluding the total non-cash, significant and one-time charges identified by the Company to compute Adjusted EBITDA, Adjusted income (loss) from operations and Adjusted net income (loss), respectively (the “Non-GAAP Financial Measures”). The Non-GAAP Financial Measures are not measures of operating performance under GAAP and therefore should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP nor should they be considered as a measure of liquidity. Moreover, since the Non-GAAP Financial Measures are not measurements determined in accordance with GAAP, and thus are susceptible to varying interpretations and calculations, the Non-GAAP Financial Measures, as presented, may not be comparable to similarly titled measures presented by other companies.

About Teletouch Communications

For over 47 years, Teletouch has offered a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is a leading direct Authorized Service Provider and billing agent of AT&T (NYSE: T) products and services to consumers, businesses and government agencies, as well as an operator of its own two-way radio network and LTR systems in Texas. Teletouch also maintains a distribution agreement with Clearwire (NASDAQ: CLWR), as a provider of advanced 4G and WiMax wireless network services. Teletouch operates a chain of 20 retail and authorized agent stores under the “Teletouch” and “Hawk Electronics” brands, in conjunction with its direct sales force, call center operations and various retail eCommerce websites including: www.hawkelectronics.com, www.hawkwireless.com and www.hawkexpress.com. Through its wholly owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through www.pciwholesale.com and www.pcidropship.com, among other B2B oriented websites.

Teletouch's common stock is traded Over-The-Counter under stock symbol: TLLE. Additional information about the Teletouch family of companies can be found at www.teletouch.com.

All statements from Teletouch Communications, Inc. in this news release that are not based on historical fact are "forward-looking statements" within the meaning of the PSLRA of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While the Company’s management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under the caption “Risk Factors” in the Company’s most recent Form 10-K and 10-Q filings, and amendments thereto, as well as other public filings with the SEC since such date. The Company operates in a rapidly changing and competitive environment, and new risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statement.