10-K 1 d10k.txt FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 ___________________ FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended July 31, 2001 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: ATSI COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 74-2849995 (State of Incorporation) (I.R.S. Employer Identification No.) 6000 Northwest Parkway, Suite 110 San Antonio, Texas (Address of Principal 78249 Executive Office) (Zip Code) (210) 547-1000 (Registrant's Telephone Number, Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001 Per Share (Title of Class) _______________________ 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the Registrant's outstanding Common Stock held by non-affiliates of the Registrant at October 25, 2001, was approximately $23,000,000. There were 80,600,302 shares of Common Stock outstanding at October 25, 2001, and the closing sales price on the American Stock Exchange for our Common Stock was $0.30 on such date. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders to be held in January 2002, are incorporated by reference in Part III hereof. 1 TABLE OF CONTENTS

Page ---- PART I Item 1. Business ............................................................................. 3 Overview and Recent Developments .................................................... 3 Strategy and Competitive Conditions ................................................. 4 Retail Distribution Network .......................................................... 7 Services and Products ................................................................ 7 Telco Services ................................................................. 7 Electronic Commerce Via Internet ............................................... 10 Network .............................................................................. 10 Licenses/Regulatory ................................................................. 11 Employees ........................................................................... 13 Additional Risk Factors ............................................................. 14 Item 2. Properties ........................................................................... 25 Item 3. Legal Proceedings .................................................................... 25 Item 4. Submission of Matters to a Vote of Security Holders .................................. 26 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ................ 26 Item 6. Selected Financial and Operating Data ................................................ 28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................................................ 29 General ............................................................................. 30 Results of Operations ............................................................... 31 Liquidity and Capital Resources ..................................................... 39 Inflation/Foreign Currency .......................................................... 41 Seasonality ......................................................................... 42 Market Risk ......................................................................... 42 Item 8. Financial Statements and Supplementary Data .......................................... 43 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures ................................................................ 81 PART III Item 10. Directors and Officers of the Registrant ............................................. 81 Item 11. Executive Compensation ............................................................... 81 Item 12. Security Ownership of Certain Beneficial Owners and Management ....................... 81 Item 13. Certain Relationships and Related Transactions ....................................... 81 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ..................... 82

2 This Annual Report on Form 10-K and the documents incorporated by reference in this Annual Report contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended. "Forward looking statements" are those statements that describe management's beliefs and expectations about the future. We have identified forward-looking statements by using words such as "anticipate," "believe," "could," "estimate," "may," "expect," and "intend." Although we believe these expectations are reasonable, our operations involve a number of risks and uncertainties, including those described in the Additional Risk Factors section of this Annual Report and other documents filed with the Securities and Exchange Commission. Therefore, these types of statements may prove to be incorrect. PART I. ------- ITEM I. BUSINESS Overview and Recent Developments We are a telecommunications provider, focusing on the market for carrier and retail services between the United States and Latin America, and within Latin America. Most of our current operations involve services between the U.S. and Mexico or within Mexico. We own various transmission facilities and lease facilities of other providers as necessary to complete our network. Specifically, we own teleports, which are the earth stations where satellite transmission and receiving equipment are located, and switches, which are computers which route calls to their intended destination by opening and closing appropriate circuits. We lease fiber optic cable and satellite capacity to connect our teleports and switches in the United States to our teleports and switches in Mexico and other Latin countries, and rely on other carriers to complete the long distance portion of our traffic within the U.S. and Mexico. Our subsidiary GlobalSCAPE, Inc. sells and distributes Internet productivity software. We began operations in 1994 as a Canadian holding company, Latcomm International, Inc. with a Texas operating subsidiary, Latin America Telecomm, Inc. Both corporations were renamed "American TeleSource International, Inc." in 1994. In May 1998, the Canadian corporation completed a share exchange with a newly formed Delaware corporation, also called American TeleSource International, Inc., which resulted in the Canadian corporation becoming the wholly owned subsidiary of the Delaware corporation. In February 2001, our shareholders voted to change our name from American TeleSource International, Inc. to ATSI Communications, Inc. We have had operating losses for almost every quarter since we began operations in 1994. The auditor's opinion on our financial statements as of July 31, 2001 calls attention to substantial doubts about our ability to continue as a going concern. This means that they question whether we can continue in business. We have experienced difficulty in paying our vendors and lenders on time in the past, and may experience difficulty in the future. If we are unable to pay our vendors and lenders on time, they may stop providing critical services or repossess critical equipment that we need to stay in business. Our principal operating subsidiaries are: . ATSI Comunicaciones, S.A. de C.V. or ATSI Comunicaciones, which we acquired in 2000, possesses a concession from the Mexican government to provide long distance services and the right to interconnect with local providers in Mexico; 3 . American TeleSource International de Mexico, S.A. de C.V. or ATSI Mexico, which was formed in 1995 to support our operations in Mexico, and perform regulatory, sales, marketing, planning, and technical maintenance services; this subsidiary possesses a comercialazidora license; . Sistema de Telefonia Computarizada, S.A. de C.V. or Sistecom, which we acquired in August 1997; this subsidiary owns 134 communication centers in 66 cities in Mexico; . Servicios de Infraestructura, S.A. de C.V. or Sinfra, which we acquired in June 1997; this subsidiary owns certain transmission equipment and valuable long term licenses in Mexico; . TeleSpan, Inc. which was formed in February 1998 to transport our carrier and private network services traffic between the U.S. and Latin America; and . GlobalSCAPE, Inc. which was formed in April 1996 to implement Internet strategies which are not currently consistent with our core business. Recent Developments During our fiscal year ending July 31, 2001, we: . completed our partial distribution of GlobalSCAPE to our shareholders . hired a former Comdisco Executive, Tim Nicolaou as CEO of GlobalSCAPE . closed a $10 million equity funding, $4.5 million of which was funded during the year . announced that John Fleming, founder and principle of Vision Corp., and a founder of IXC Communications, had joined the ATSI Board of Directors . installed next generation VoIP equipment in Mexico making ATSI the first company to implement a true VoIP solution utilizing Nortel Networks packet switching equipment in Mexico . terminated the acquisition agreement of Genesis Communications, Inc., due to deteriorating market valuations within the telecommunications sector . announced a name change to ATSI Communications, Inc. . raised approximately $4.0 million in additional equity . partnered with SoftChina to deliver CuteFTP to the Greater China marketplace through our majority owned subsidiary GlobalSCAPE Strategy and Competitive Conditions Our strategy is to position ourselves to take advantage of the demonopolization of the Latin American telecommunications markets, as well as the increasing demand for international communications services between these markets and the United States. Historically, telecommunications 4 services in Latin America have been provided by state-run companies operating as a legal or de facto monopoly. Although these companies failed to satisfy the demand for services in their countries, the regulatory scheme effectively precluded competition by foreign carriers. Currently, there is a trend toward demonopolization of the telecommunications industry in Latin America, and many of these countries are in various stages of migration toward a competitive, multi-carrier market. Many Latin American countries produce significant number of immigrants to the United States, or are becoming homes to U.S. based corporations serving seeking lower labor costs. At the same time that Latin American markets have been opening up, the demand for telecommunications services between the United States and Latin America (particularly Mexico) has been strengthened by: . rapid growth of the Latino segment of the United States population . increase in trade and travel between Latin America and the United States . the build-out of local networks and corresponding increase in the number of telephones in homes and businesses in Latin countries . proliferation of communications devices such as faxes, mobile phones, pagers, and personal computers . declining rates for services as a result of increased competition. Our strengths as a company include our knowledge of, and relationships within, the telecommunications industry in the United States and certain countries within Latin America. Our management and employees have in-depth knowledge of the Mexican culture, business environment and telecommunications industry. As a result, we have been able to produce steadily increasing volumes of communications traffic between the United States and Mexico, and have been able to obtain several key licenses that allow us to both generate and carry traffic within Mexico. It has always been the Company's strategy to build a customer base first, and then smart-build a network underneath those customers' calling patterns in an effort to maximize returns on invested capital. Technological advances have provided emerging carriers with the means to provide high quality transmission on a cost-effective basis. Most notably, we as well as other emerging carriers now use packet switching technology, which is a method of transmitting telecommunications traffic by breaking the information into packets. The packets can then be organized in a way that permits the information to be transmitted over long distances more quickly and using less capacity than traditional methods. The packets are reassembled at the receiving end to re-create the message. We have also incorporated asynchronous transfer mode or "ATM" technology into our network. ATM is a high-speed, packet switching technology that allows voice, facsimile, video and data packets to be carried simultaneously on the same network. We have focused most of our efforts on Mexico, but have some operations, primarily private networks, in Costa Rica and El Salvador and intend to expand our services as regulatory and market conditions permit. Ultimately we would like to provide services throughout Latin America. Strategy and Competitive Conditions - Mexican Market. Telefonos de Mexico (or Telmex) had a legal franchise to control the entire market for local and long distance telecommunications in Mexico until June of 1995, when new laws began to open the market to competition. This means that Telmex owned or controlled all of the physical infrastructure needed to transport telecommunications traffic, including the local network of telephone lines to homes and business in a given area, and the long distance network of lines between the local networks. In January 1997, the Mexican government began granting licenses to provide long distance service to competing companies, and has licensed at least 21 new long distance providers. Two of these new license holders are Mexican based affiliates of top tier U.S. carriers MCI/Worldcom and AT&T. Although the Mexican government has also licensed 5 additional local competitors, the build out of additional local infrastructure is just beginning, and the local network in Mexico is still dominated by Telmex. We began assembling a framework of licenses, reciprocal services agreements with other carriers, other service agreements, network facilities, and distribution channels in Mexico, in 1994, in anticipation of the demonopolization of this market. In 1994, we began providing private network services between the U.S. and Mexico via satellite. Since then, we have established a retail distribution network in Mexico through the acquisition and/or installation of public payphones and communication centers, have entered the U.S. market for carrier termination services to Mexico, and have begun implementation of a U.S. consumer strategy through the introduction of our enhanced prepaid calling card targeted to the Latino market in the U.S, through an alliance with Natel, LLC. We have also invested in our own transmission facilities, beginning in 1994 with satellite teleport equipment and in the last several years the acquisition of a new Nortel International Gateway Switch and the deployment of packet switching technology in our network. As true competition has emerged in Mexico, we have been able to negotiate increasingly more favorable rates for local network access and long distance services with the newly licensed long distance carriers. In fiscal year 2000 we secured our own long distance license, which will permit us to interconnect directly with the local network and build out our own long distance network, further reducing our costs. We believe that our establishment of a solid framework of licenses, proprietary network and favorable services agreements have positioned us to take advantage of the benefits to be reaped as the Mexican telecommunications industry enters a truly competitive phase. We believe that we have a clear competitive advantage over pure resellers, and that we have overcome significant hurdles that are a barrier to entry in this market even for large carriers. We intend to use our framework to capture increased amounts of the communications traffic in the Mexican market. Retail. Although Telmex and the Mexican affiliates of several large U.S. based carriers are active participants in the Mexican retail market, we believe that these carriers will focus on the most lucrative sectors of the market, leaving many opportunities to further develop the large portion of the market that continues to be underserved, both in the U.S. and Mexico. We will devote most of our new resources on deploying innovative new public and prepaid services that will function in the same manner regardless of the consumer's location north or south of the U.S./Mexico border, such as enhanced prepaid calling services. Our marketing term for these types of services is "borderless." We will use our existing retail distribution network, and may pursue acquisitions of established distribution channels from others. We believe that our focus on a retail strategy, combined with the cost reductions to come from additional network build-out under our Mexican long distance license, will permit us to improve overall corporate profit margins and secure a stable customer base. Carrier. The U.S. market for termination to Mexico has become increasingly dynamic as competition, call volumes and industry capacity along U.S. -Mexico routes have all increased. Although the volume of carrier services minutes we transmitted to Mexico increased by approximately 43% during fiscal year 2001, downward pricing pressure in this market resulted in a less than proportional increase in revenues. We continue to expect our carrier services volume of traffic transported to increase during the upcoming year. Additionally, we plan to explore ways to exploit our carrier services operation without the investment of significant new resources (see Telco Services - Carrier Services). Although we have succeeded in obtaining reciprocal services agreements with various Mexican-based providers that permit us to terminate northbound traffic in the U.S., we have not realized substantial revenue from these arrangements. We believe that the additional network build-out under our own long distance license will permit us to lower costs significantly, improving our competitive position in the carrier services market for both north and southbound services. 6 Retail Distribution Network Our Mexican retail distribution network currently consists of communication centers and public pay telephones. Communication centers. Communication centers, formerly called casetas, are indoor calling centers strategically located to serve travelers and the large population of the country who do not have personal telephones. Communications centers are a widely recognized and utilized medium in Mexico, but do not currently have a real equivalent in the U.S. Our centers have traditionally offered local, domestic Mexico and international long distance calling and in fiscal 2000, we began offering additional enhanced services such as prepaid and Internet services. We are the largest communication center operator in Mexico with approximately 134 communication centers in 66 cities operating under the trade name "ComputelTM". Each location employs at least one attendant, who processes calls, monitors call duration, collects money and runs daily reports on call activity. As compared to public pay telephones, our centers offer privacy and comfort as well as the personalized attention needed by customers who are not accustomed to using a telephone. Key factors favoring us over competing communication centers operators are the well-recognized Computel name, a reliable platform and billing system, the provision of facsimile services (which are not offered by many other operators) and a larger distribution network. The next largest competitor in Mexico has only 70 locations. Using these communication centers as the cornerstone, we intend to further increase our retail presence in Mexico and the U.S. Pay Telephones. We also own and operate approximately 515 pay telephones in various Mexican cities and resort areas, including Acapulco, Cancun, Cozumel, Mazatlan, Puerto Vallarta, Tijuana, Huatulco, Puerto Escondido, Cabo San Lucas, and Puerto Angel. All of our pay telephones are "intelligent" phones, meaning that certain features are fully automated, reducing operating costs. Our telephones accept pesos and U.S. quarters. Services and Products In the presentation of our historical financial results, we have divided our revenues into two categories: Telco Services, consisting of carrier services, network services, retail services; and Internet e-commerce. Telco Services Carrier Services We offer termination services to U.S. and Latin American carriers who lack transmission facilities, require additional capacity or do not have regulatory permission to terminate traffic in Mexico. Revenues from this service accounted for approximately 57% of our overall revenues in fiscal 2000 and approximately 64% in fiscal 2001. The percentage of our total volume of carrier services traffic sent by customers can fluctuate dramatically, on a quarterly, and sometimes, daily basis. Historically, two customers have accounted for approximately 60-80% of the total carrier services volume, although not necessarily the same two customers. In general, our agreements with these customers do not require significant volume commitments from them, so they are free to re-route their traffic away from us to a lower priced carrier at will. While we are the primary route choice for certain customers and certain segments of some customer's traffic, we maybe a secondary route choice for other customers, meaning that they send us their overflow traffic if their primary route choice does not have sufficient capacity to meet their demand. The volume of this overflow traffic may fluctuate dramatically from day to day. For fiscal 2001, we had two customers, each of whose traffic accounted for more than 10% of our 7 consolidated revenues. Through the high quality and reliability of our service and the underlying infrastructure we have been able to maintain the combined volume of traffic carried with these large customers during a period in which the market continued to experience downward pricing pressure. This pricing pressure is due to a combination of several factors, most notably an increase in the activation of fiber optic cable along U.S.-Mexico routes and regulatory changes which permitted the top tier carriers to lower their international carrier services rates. Therefore, although we experienced significant increased volumes in this line of business during the year, the increased additional revenue was not proportional. We have seen a substantial increase in volume since we activated our high-quality fiber route in July 1999, and believe this fiber network will continue to attract increased volumes from top tier carriers. Additionally, we believe it will generate opportunities to transport traffic for Mexican carriers. We should be able to use the increased volumes to negotiate more favorable termination costs in Mexico, and with the receipt of our Mexican long distance license, we should be able to cut our costs for carrying this traffic by further extending our own network facilities in Mexico. We occupy a unique position in the market for carrier services. Our unique licenses from the Mexican government allow us to transport traffic from the United States to Mexico as data/IP or packetized data and outside of the International Settlement Policy, which is the international accounting and settlements policy governing the methods that U.S. and foreign carriers use to settle the cost of carrying traffic over each other's network. The International Settlements Policy causes MCI/Worldcom and AT&T to charge higher rates than they might otherwise charge. Additionally, the receipt of our Mexican long distance license should help with a historical disadvantage we had when competing with several of these larger carriers. We have been at a disadvantage with respect to these large carriers because we did not have a Mexican license to carry our own long distance traffic within Mexico and had to pay a licensed carrier, such as the Mexican affiliate of MCI/Worldcom or AT&T, to carry our traffic from our Mexican points of presence to its final destination. At the other end of the spectrum, we compete with numerous small companies who illegally carry traffic into and within Mexico. These companies do not pay the fees charged by Mexican-licensed carriers and are therefore able to offer very low prices. However, these companies do not typically own their own transmission facilities, and are not able to control costs or transport large volumes of traffic as effectively as us for long periods of time because they are also subject to having their operations shut down by Mexican regulators. We believe that we have less than 1% of the market for carrier termination services. See our Risk Factor captioned "We may not successfully compete with others in the industry" for additional description of the competition in this market. Network Services We offer private communications links for multi-national and Latin American corporate or enterprise customers who use a high volume of telecommunications services and need greater dependability than is available through public networks. These services include data, voice, and fax transmission as well as Internet. During fiscal 2001, we did not devote significant resources toward the development of this business in Mexico. However, expansion of this line of business is consistent with our plans to build out our network in Mexico, since many of the same facilities that would be used for delivery of retail consumer products could be used for private network services or virtual private network services as well. We have and will continue to use the provision of private network services as an entry into new Latin markets that are in the process of migrating from state-run systems to competitive systems. 8 We compete with MCI/Worldcom and Americatel, as well as the former telecommunication monopolies in the Latin American countries in providing private network services. Factors contributing to our competitiveness include reliability, network quality, speed of installation, and in some cases, geography, network size, and hauling capacity. We believe we have a reputation as a responsive service provider capable of processing all types of network traffic. We are at a competitive disadvantage with respect to larger carriers who are able to provide networks for corporations that encompass more countries in Latin America, as well as Europe, Asia and other parts of the globe. Prices in this market are also generally declining as fiber optic cable is activated. We believe that we have less than 1% of the market for private network services. Retail Services Our principal retail services product during fiscal 2001 is integrated prepaid services, which are generated by calls processed by us without live or automated operator assistance. A majority of these calls are generated by our public telephones and communication centers in Mexico in exchange for immediate cash payment in pesos. In Mexico, we compete with other companies who have a comercializadora license for integrated prepaid or sent paid traffic. The comercializadora license allows companies to interconnect with the local telecommunications infrastructure in order to resell local and long distance services from public telephones or calling stations. An additional product is operator-assistance for international collect, person-to-person, third party, calling card and credit card calls originating in Mexico. Again the primary sources of demand for operator assistance are our pay telephones and communication centers in Mexico. As part of our ongoing efforts to minimize costs, we began outsourcing our live operator services in July 1999, and executed an agreement with another operator service provider to handle our call services traffic on a transaction basis. The vendor will continue our practice of providing bilingual service 24 hours per day, 7 days per week. In the U.S., on a very limited basis, we provided 1+ and MEXICOnnect (SM) service to residential and business customers in the San Antonio metropolitan area. MEXICOnnect allows customers to dial-around their presubscribed carrier by dialing 10-10-624 + the area code + the telephone number. Under the 1+ program, customers presubscribe to our network for all long distance calls made from their telephone number, eliminating the need to dial any extra digits to reach our network. In the U.S., we compete with large carriers such as AT&T, MCI/Worldcom, and Sprint as well as numerous smaller companies for presubscribed long distance. Price remains a primary concern for many consumers since the technology is not distinguishable from one provider to another. We are focused on the Latino market and offer an aggressive international rate to Mexico as well as competitive domestic rates. The Company is currently re-evaluating its consumer plan and developing a product portfolio that will address the current market environment. Our postpaid services product has declined due to lower volumes of operator-assisted calls originating in Mexico and terminating in the U.S, new services such as prepaid cellular being introduced into the market by our competitors, and Mexican cellular providers recently introducing the concept of "calling party pays." In spite of these declines we believe our owned retail distribution network will continue to generate call services traffic. Competition for traffic from third parties in this market revolves largely around the amount of commissions the operator services provider is willing to pay. We 9 are currently focusing more on improving our profitability rather than simply generating additional revenues, and we have therefore lost ground to competitors willing to accept lower profit margins by paying higher commissions. However, we believe we have a reputation as a reliable provider, and we are also able to offer the value-added service of intelligent pay telephones in hotel lobbies. Other than Telmex we compete with BBG Communications, Servitel, Sendetel, Ahorratel and Modutel in the Call Services area. We believe that we have less than 1% of the market for retail services. Electronic Commerce via Internet GlobalSCAPE was formed in April 1996 to implement Internet related strategies that are not complementary to our core business. GlobalSCAPE's revenues are attributable to sales of Internet productivity software, primarily its flagship product CuteFTP(R), which it distributes via its web site. GlobalSCAPE operates autonomously, generating substantially all funds for its development and expansion internally from its own operations. In fiscal year 2001, we completed the distribution of a portion of our ownership in our wholly owned subsidiary GlobalSCAPE to our shareholders. The distribution was part of a plan to distribute or spin-off a portion of our ownership in GlobalSCAPE in advance of a public offering to raise funds for GlobalSCAPE's growth and ATSI's general corporate purposes. GlobalSCAPE and ATSI decided not to make a public offering of GlobalSCAPE common stock in light of market conditions at the time. GlobalSCAPE's target market includes all computer users on the Internet. Users may download and use the products for free on a trial basis for a limited time. After the expiration of the trial period, the user must purchase the product to be in compliance with the license agreement and to obtain product support. GlobalSCAPE's primary source of revenue is generated through product registration. For the year ended July 31, 2001, GlobalSCAPE sold approximately 177,000 licenses for the use of its software products, of which approximately 6,000 were upgrades of previously registered products. GlobalSCAPE's's flagship product, CuteFTP(R), is a Windows(R)-based file transfer protocol (FTP) utility allowing users to transfer and manage files via the Internet. We believe that CuteFTP(R) and CuteFTP Pro(R) have approximately 30% of the U.S. market share for FTP programs. GlobalSCAPE's portfolio of products also includes CuteHTML(R), an advanced HTML editor for developing web sites, CuteMAP(R), an image mapping utility for graphic navigation through web sites and CuteZIP(R), a compression utility, and others in various stages of alpha and beta testing. GlobalSCAPE intends to leverage its strong brand recognition into a full suite of client and server side software in the content delivery and content management market space. GlobalSCAPE operates in a highly competitive environment with respect to all its products. CuteFTPs primary competitors are WS_FTP, FTP Voyager and Bulletproof FTP. While there are more than one hundred FTP products on the market, most have failed to gain significant market share. Network We have established a technologically advanced network which uses both satellite and fiber optic cable to transmit telecommunications traffic between the U.S. and Mexico. Our network incorporates ATM technology, which is compatible with other transmission technologies such as frame relay and Internet protocols, permitting us to explore even more cost-effective transmission methods in 10 the future. See page 4, "Strategy and Competitive Conditions" for a description of ATM technology. Frame relay is a method of allocating capacity on demand so that a customer's needs may be filled with less capacity than the traditional system of dedicating a certain amount of capacity to a particular purpose. Internet protocol refers to a method of organizing information such that it may be carried on the Internet. Our network also employs compression technology to carry greater volumes on the same facilities. Generally, our strategy is to use the fiber optic arm to access major metropolitan areas in Mexico and the satellite arm to access semi-rural and smaller metropolitan areas. If there is a problem in either portion of the network, we will be able to minimize service interruptions by transferring traffic to the other portion until the problem is resolved. Our fiber route runs from our facility at the Infomart in Dallas, Texas to Mexico City, Mexico. We own or have the right to use satellite transmission and receiving equipment in 1) San Antonio, Texas, 2) Mexico City and Monterrey, Mexico, 3) San Salvador, El Salvador, and 4) San Jose, Costa Rica. We lease fiber capacity from third parties, primarily Bestel USA, Inc. with whom we have a 3-year lease for fiber optic cable from San Antonio, Texas to Mexico City, Mexico until March 2002. We lease satellite capacity on the Mexican satellites Solidaridad I and II, from COMSAT, S.A. de C.V. or "COMSAT, with whom we have an agreement for capacity through April 2002. ATSI has leased a fixed amount of capacity from each of these vendors for a fixed monthly price. Each of these vendors has the right to terminate service for non-payment. We own switching and other equipment in the U.S. and Mexico. In April 1999, we began using our new Nortel DMS 300/250 International Gateway Switch in our Dallas location. This advanced switch will permit us to deploy the new retail and wholesale products that are key to our competitive strategy. All aspects of our owned network facilities are designed to allow for modular expansion, permitting us to increase capacity as needed. Until we have completed the build-out of our own network under the terms of our recently acquired long distance concession license we must contract with others to complete the intra-Mexico and domestic U.S. portions of our network. We have reciprocal service agreements in place with five Mexican long distance license holders, Operadora Protel, S.A. de C.V., Avantel, S.A. de C.V., Miditel, S.A. de C.V., Iusacell, S.A. de C.V. and Bestel, S.A. de C.V. Our Mexican long distance license will allow us to interconnect directly with Telmex and other local carriers and should lower our transmission costs. We have reciprocal service agreements with Radiografica Costarricense, S.A. for transmission services in Costa Rica and El Salvador. In the U.S., we purchase long distance capacity from various companies. We purchase local line access in Mexico for our payphones and communication centers from Telmex, and various cellular companies including SOS Telecomunicaciones, S.A. de C.V., Portatel del Sureste, S.A. de C.V., Iusacell, S.A. de C.V., Movitel del Noreste, S.A. de C.V, and Baja Celular Mexicana, S.A. de C.V. Licenses/Regulatory Our operations are subject to federal, state and foreign laws and regulations. 11 Federal Pursuant to Section 214 of the Communications Act of 1934, the Federal Communications Commission ("FCC") has granted us global authority to provide switched international telecommunications services between the U.S. and certain other countries. We maintain informational tariffs on file with the FCC for our international retail rates and charges. The Telecommunications Act of 1996, which became law in February 1996, was designed to dismantle the monopoly system and promote competition in all aspects of telecommunications. The FCC has promulgated and continues to promulgate major changes to their telecommunications regulations. One aspect of the Telecom Act that is of particular importance to us is that it allows Bell Operating Companies or BOCs to offer in-region long distance service once they have taken certain steps to open their local service monopoly to competition. Given their extensive resources and established customer bases, the entry of the BOCs into the long distance market, specifically the international market, will create increased competition for us. Southwestern Bell's application to offer in region long distance was approved in June 2000. Although we do not know of any other specific new or proposed regulations that will affect our business directly, the regulatory scheme for competitive telecommunications market is still evolving and there could be unanticipated changes in the competitive environment for communications in general. For example, the FCC is currently considering rules that govern how Internet providers share telephone lines with local telephone companies and compensate local telephone companies. These rules could affect the role that the Internet ultimately plays in the telecommunications market. The International Settlements Policy governs settlements between top tier U.S. carriers' and foreign carriers' costs of terminating traffic over each other's networks. The FCC recently enacted certain changes in our rules designed to allow U.S. carriers to propose methods to pay for international call termination that deviate from traditional accounting rates and the International Settlement Policy. The FCC has also established lower benchmarks for the rates that U.S. carriers can pay foreign carriers for the termination of international services and these benchmarks may continue to decline. These rule changes have lowered the costs of our top tier competitors and are contributing to the substantial downward pricing pressure facing us in the carrier market. State Many states require telecommunications providers operating within the state to maintain certificates and tariffs with the state regulatory agencies, and to meet various other requirements (e.g. reporting, consumer protection, notification of corporate events). We believe we are in compliance with all applicable State laws and regulations governing our services. Mexico The Secretaria de Comunicaciones y Transportes or the SCT and COFETEL (Comision Federal de Telecomunicaciones or Federal Telecommunications Commission) have issued our Mexican subsidiaries the following licenses: Comercializadora License - a 20-year license issued in February 1997 allowing for nationwide resale of local calling and long distance services from public pay telephones and communication centers. 12 Teleport and Satellite Network License - a 15-year license issued in May 1994 allowing for transport of voice, data, and video services domestically and internationally. The license allows for the operation of a network utilizing stand-alone VSAT terminals and/or teleport facilities, and connection to the local network via carriers having a long distance license. A shared teleport facility enables us to provide services to multiple customers through a single teleport. Packet Switching Network License - a 20-year license issued in October 1994 allowing for the installation and operation of a network interconnecting packet switching nodes via our proprietary network or circuits leased from other licensed carriers. The license supports any type of packet switching technology, and can be utilized in conjunction with the Teleport and Satellite Network License to build a hybrid nationwide network with international access to the U.S. Value-Added Service License - an indefinite license allowing us to provide a value added network service, such as delivering public access to the Internet. Concession License - a 30-year license granted in June 1998 to install and operate a public network. Like the United States, Mexico is in the process of revising its regulatory scheme consistent with its new competitive market. Various technical and pricing issues related to connections between carriers are the subject of regulatory actions which will effect the competitive environment in ways we are not able to determine at this time. Other Foreign Countries In addition to Mexico, we currently have operations in Costa Rica and El Salvador. The telecommunications markets in these countries are in transition from monopolies to functioning, competitive markets. We have established a presence in those countries by providing a limited range of services, and intend to expand the services we offer as regulatory conditions permit. We do not believe that any of our current operations in those countries require licensing, and we believe we will be in compliance with applicable laws and regulations governing our operations in those countries. Employees At October 1, 2001, we (excluding ATSI-Mexico) had 64 employees, of whom 8 were sales and marketing personnel, and 56 performed operational, technical and administrative functions, and 2 part-time employees. Of the foregoing, 29 were employed by GlobalSCAPE, and three were employed by Sinfra. We believe our future success will depend to a large extent on our continued ability to attract and retain highly skilled and qualified employees. We consider our employee relations to be good. None of these aforementioned employees belong to labor unions. At October 1, 2001, ATSI-Mexico had 446 full-time employees of whom 411 were operators and 35 performed sales, marketing, operational, technical and administrative functions. A portion of ATSI-Mexico's employees, chiefly operators, belong to a union. 13 ADDITIONAL RISK FACTORS The purchase of our common stock is very risky. You should not invest any money that you cannot afford to lose. Before you buy our stock, you should carefully read our entire 10-K. We have highlighted for you below all of the material risks to our business of which we are aware. RISKS RELATED TO OPERATIONS . Our auditors have questioned our viability Our auditors' opinion on our financial statements as of July 31, 2001 calls attention to substantial doubts as to our ability to continue as a going concern. This means that they question whether we can continue in business. If we cannot continue in business, our common stockholders would likely lose their entire investment. Our financial statements are prepared on the assumption that we will continue in business. They do not contain any adjustments to reflect the uncertainty over our continuing in business. . We expect to incur losses, so if we do not raise additional capital we may go out of business We have never been profitable and may not become profitable in the near future. We have invested and will continue to invest significant amounts of money in our network and personnel in order to maintain and develop the infrastructure we need to compete in the markets for our services and achieve profitability. Our investment in our network may not generate the savings and revenues that we anticipate because of a variety of factors, such as: - delays in negotiating acceptable interconnection agreements with Telmex, the former monopoly carrier in Mexico; - delays in construction of our network; and - operational delays caused by our inability to obtain additional financing in a timely fashion. In the past we have financed our operations almost exclusively through the private sales of securities. Since we are losing money, we must raise the money we need to continue operations and expand our network either by selling more securities or borrowing money. We are not able to sell additional securities or borrow money on terms as desirable as those available to profitable companies, and may not be able to raise money on any acceptable terms. If we are not able to raise additional money, we will not be able to implement our strategy for the future, and we will either have to scale back our operations or stop operations. As of July 31, 2001, we had negative working capital of approximately $9.3 million. In order to maintain our financial position going forward it will be necessary for us to raise funds necessary to cover our recurring negative cash flows from operations. We cannot estimate what that amount will be with reasonable certainty. For the twelve months ended July 31, 2001, our negative cash flows from operations prior to debt service and capital expenditures were approximately $6.0 million. Conservatively, we will need to be able to raise similar capital over the next nine to twelve months. . We must expand and operate our network Our success and ability to increase our revenues depends upon our ability to deliver telecommunication services which, in turn, depends on our ability to integrate new and emerging 14 technologies and equipment into our network and to successfully expand our network. Our ability to continue to expand, operate and develop our network will depend on, among other factors, our ability to accomplish the following: - obtain switch sites; - interconnect with the local, public switched telephone network and/or other carriers; and - obtain access to or ownership of transmission facilities that link our switches to other network switches. When we expand our network, we will incur additional fixed operating costs that will exceed revenues until we generate additional traffic. We may not be able to expand our network in a cost-effective manner, generate additional revenues which cover or exceed the expansion costs or operate the network efficiently. Our network and operations face risks that we cannot control, such as damages caused by fire, power loss and natural disasters. Any failure of our network or other systems our hardware could damage our reputation, result in loss of customers and harm our ability to obtain new customers. . It is difficult for us to compete with much larger companies such as AT&T, Sprint, MCI-Worldcom and Telmex The large carriers such as AT&T, Sprint and MCI/Worldcom in the U.S., and Telmex in Mexico, have more extensive owned networks than we do, which enables them to control costs more easily than we can. They are also able to take advantage of their large customer base to generate economies of scale, substantially lowering their per-call costs. Therefore, they are better able than we are to lower their prices as needed to retain customers. In addition, these companies have stronger name recognition and brand loyalty, as well as a broader portfolio of services, making it difficult for us to attract new customers. Our competitive strategy in the U.S. revolves around targeting markets that are largely underserved by the big carriers. However, some larger companies are beginning efforts or have announced that they plan to begin efforts to capture these markets. Mergers, acquisitions and joint ventures in our industry have created and may continue to create more large and well-positioned competitors. These mergers, acquisitions and joint ventures could increase competition and reduce the number of customers that purchase carrier service from us. . Competition could harm us International telecommunications providers like us compete based on price, customer service, transmission quality and breadth of service offerings. Our carrier and prepaid card customers are especially price sensitive. Many of our larger competitors enjoy economies of scale that can result in lower termination and network costs. This could cause significant pricing pressures within the international communications industry. In recent years, prices for international and other telecommunications services have decreased as competition continues to increase in most of the markets in which we currently compete or intend to compete. Although we carried 43% more carrier services traffic in fiscal year 2001 than in fiscal year 2000, we only recognized an increase in revenues of approximately 21%. If these pricing pressures continue, we must continue to lower our costs in order to maintain sufficient profits to continue in this market. We believe competition will intensify as new entrants increase as a result of the new competitive opportunities created by the Telecommunications Act of 1996, implementation by the Federal Communications Commission of the United States' commitment to the World Trade Organization, and privatization, deregulation and 15 changes in legislation and regulation in many of our foreign target markets. We cannot assure you that we will be able to compete successfully in the future, or that such intense competition will not have a material adverse effect on our business, financial condition and results of operations. . Competition in Mexico is increasing Mexican regulatory authorities have granted concessions to 20 companies, including Telmex, to construct and operate public, long distance telecommunications networks in Mexico. Some of these new competitive entrants have as their partners major U.S. telecommunications providers including AT&T (Alestra), MCIWorldcom (Avantel) and Verizon. (Iusatel). Mexican regulatory authorities have also granted concessions to provide local exchange services to several telecommunications providers, including Telmex and Telefonia Inalambrica del Norte S.A. de C.V., Megacable Comunicaciones de Mexico and several of Mexico's long distance concessionaires. We compete or will compete to provide services in Mexico with numerous other systems integration, value-added and voice and data services providers, some of which focus their efforts on the same customers we target. In addition to these competitors, recent and pending deregulation in Mexico may encourage new entrants. Moreover, while the WTO Agreement could create opportunities to enter new foreign markets, the United States' and other countries' implementation of the WTO Agreement could result in new competition from operators previously banned or limited from providing services in the United States. This could result in increased competition, which could materially and adversely effect our business, financial condition and results of operations. . Our Mexican facilities-based license poses risks Our Mexican concession is regulated by the Mexican government. The Mexican government could grant similar concessions to our competitors, or affect the value of our concession. In addition, the Mexican government also has (1) authority to temporarily seize all assets related to the Mexican concession in the event of natural disaster, war, significant public disturbance and threats to internal peace and for other reasons of economic or public order and (2) the statutory right to expropriate any concession and claim all related assets for public interest reasons. Although Mexican law provides for compensation in connection with losses and damages related to temporary seizure or expropriation, we cannot assure you that the compensation will be adequate or timely. The Mexican concession contains several restraints. Specifically, it limits the scope and location of our Mexican network and has minimum invested capital requirements and specific debt to equity requirements. We cannot assure you that: - we will be able to obtain financing to finish the Mexican network; - if we obtain financing it will be in a timely manner or on favorable terms; or - we will be able to comply with the Mexican concession's conditions. If we fail to comply with the terms of the concession, the Mexican government may terminate it without compensation to us. A termination would prevent us from engaging in our proposed business. . Rapid changes in technology could place us at a competitive disadvantage The markets that we service are characterized by: 16 - rapidly changing technology; - evolving industry standards; - emerging competition; and - the frequent introduction of new services, software and other products. Our success partially depends upon our ability to enhance existing products, software and services and to develop new products, software and services that meet changing customer requirements on a timely and cost-effective basis. We cannot assure you that we can successfully identify new opportunities and develop and bring new products, software and services to the market in a timely and cost effective manner. We also cannot assure you that the products, software, services or technologies that others develop will not render our products, software, services or technologies non-competitive or obsolete. Furthermore, there is no guarantee that products, software or service developments or enhancements we introduce will achieve or sustain market acceptance or that they will effectively address the compatibility and interoperability issues raised by technological changes or new industry standards. . We may not be able to collect large receivables, which could create serious cash flow problems Some of our carrier services network customers generate large receivable balances, often over $500,000 per weekly period. We incur substantial direct costs to provide this service since we must pay our carriers in Mexico to terminate these calls. If a customer fails to pay a large balance on time, our cash flow may be substantially reduced and we would have difficulty paying our carriers in Mexico on time. If our Mexican carriers suspend services to us, it may affect all our customers. . We may not be able to pay our suppliers on time, causing them to discontinue critical services We have not always paid all of our suppliers on time due to temporary cash shortfalls. Our critical suppliers are COMSAT for satellite transmission capacity and Bestel for fiber optic cable. We also rely on various Mexican and U.S. long distance companies to complete the intra-Mexico and intra-U.S. long distance portion of our calls. For fiscal 2001, the monthly average amount due to these suppliers as a group was approximately $2,000,000. Critical suppliers may discontinue service if we are not able to make payments on time in the future. In addition, equipment vendors may refuse to provide critical technical support for their products if they are not paid on time under the terms of support arrangements. Our ability to make payments on time depends on our ability to raise additional capital or improve our cash flow from operations. . We may not be able to make our debt payments on time or meet financial covenants in our loan agreements, causing our lenders to repossess critical equipment We purchased some of our significant equipment with borrowed money, including a substantial number of our payphones located in Mexico, our DMS 250/350 International gateway switch from Nortel, and packet-switching equipment from Network Equipment Technologies. We pay these three lenders approximately $171,165 on a monthly basis. The Notes to our Consolidated Financial Statements included in this Form 10-K include more information about our equipment, equipment debt and capital lease obligations. The lenders have a security interest in the equipment to secure repayment of the debt. This means that the lenders may take possession of the equipment and sell it to repay the debt if we do not make our payments on time. We have not always paid all of our equipment lenders on time due to temporary cash shortfalls. These lenders may exercise their right to take possession of certain critical equipment if we are not able to make payments on time in the 17 future. Our ability to make our payments on time depends on our ability to raise additional capital or improve our cash flow from operations. We defaulted on our Nortel switch loan agreement as of the end of our fiscal year, July 31, 2001, by failing to meet financial covenants related to revenues, gross margins and EBITDA. Though we have requested a waiver for that default, it appears likely that we will be in default of those financial covenants again at the end of the quarter ending October 31, 2001. Accordingly, we have accounted for our capital lease obligation with NTFC as a current liability in our accompanying consolidated financial statements. For more information on this expected default, you should see the Liquidity and Capital Resources section of this 10-K for the year ending July 31, 2001. As of October 29, 2001, we had not yet made payments totaling approximately $743,305 related to our capital lease with IBM de Mexico. Per the terms of our agreement with IBM de Mexico they have the right to call all of the outstanding capital lease facility should we be in arrears with our monthly payments. While IBM has not called the capital lease facility as of October 29, 2001 the Company has reclassified the entire facility to current liabilities as of July 31, 2001. For more information on our other loans and capital leases you should see the footnotes of this 10-K for the year ended July 31, 2001. . A large portion of our revenue is concentrated among a few customers, making us vulnerable to sudden revenue declines Our revenues from carrier services currently comprise about 64% of our total revenues. The volume of business sent by each customer fluctuates, but this traffic is often heavily concentrated among three or four customers. During some periods in the past, two of these customers have been responsible for 60%-80% of this traffic. Generally, our customers are able to re-route their traffic to other carriers very quickly in response to price changes. If we are not able to continue to offer competitive prices, these customers will find some other supplier and we will lose a substantial portion of our revenue very quickly. In addition, mergers and acquisitions in our industry may reduce the already limited number of customers for our carrier services. . We may not be able to lease transmission facilities we need at cost- effective rates We do not own all of the transmission facilities we need to complete calls. Therefore, we depend on contractual arrangements with other telecommunications companies to complete our network. For example, although we own the switching and transport equipment needed to receive and transmit calls via satellite and fiber optic lines, we do not own a satellite or any fiber optic lines and must therefore lease transmission capacity from other companies. We may not be able to lease facilities at cost-effective rates in the future or enter into contractual arrangements necessary to expand our network or improve our network as necessary to keep up with technological change. . The carriers on whom we rely for intra-Mexico long distance may not stay in business leaving us fewer and more expensive options to complete calls There are only 21-licensed Mexican long distance companies, and we currently have agreements with five of them. One of these, Avantel, S.A. de C.V. has said publicly that it may not continue in the business because of its difficulty in achieving a desired profit margin. If the number of carriers who provide intra-Mexico long distance is reduced, we will have fewer route choices and may have to pay more for this service. . We may have service interruptions and problems with the quality of transmission, causing us to lose call volume and customers 18 To retain and attract customers, we must keep our network operational 24 hours per day, 365 days per year. We have experienced service interruptions and other problems that affect the quality of voice and data transmission. We may experience more serious problems. In addition to the normal risks that any telecommunications company faces (such as fire, flood, power failure, equipment failure), we may have a serious problem if a meteor or space debris strikes the satellite that transmits our traffic, or a volcanic eruption or earthquake interferes with our operations in Mexico City. If a portion of our network is effected by such an event, a significant amount of time could pass before we could re-route traffic from one portion of our network to the other, and there may not be sufficient capacity on only one portion of the network to carry all of our traffic at any given time. . Changes in telecommunications regulations may harm our competitive position Historically, telecommunications in the U.S. and Mexico have been closely regulated under a monopoly system. As a result of the Telecommunications Act of 1996 in the U.S. and new Mexican laws enacted in the 1990's, the telecommunications industry in the U.S. and Mexico are in the process of a revolutionary change to a fully competitive system. U.S. and Mexican regulations governing competition are evolving as the market evolves. For example, FCC regulations now permit the regional Bell operating companies (former local telephone monopolies such as Southwestern Bell) to enter the long distance market if certain conditions are met. The entry of these formidable competitors into the long distance market will make it more difficult for us to establish a consumer customer base. There may be significant regulatory changes that we cannot even predict at this time. We cannot be sure that the governments of the U.S. and Mexico will even continue to support a migration toward a competitive telecommunications market. . Regulators may challenge our compliance with laws and regulations causing us considerable expense and possibly leading to a temporary or permanent shut down of some operations Government enforcement and interpretation of the telecommunications laws and licenses is unpredictable and is often based on informal views of government officials and ministries. This is particularly true in Mexico and certain of our target Latin American markets, where government officials and ministries may be subject to influence by the former telecommunications monopoly, such as Telmex. This means that our compliance with the laws may be challenged. It could be very expensive to defend this type of challenge and we might not win. If we were found to have violated the laws that govern our business, we could be fined or denied the right to offer services. . Our operations may be affected by political changes in Mexico and other Latin American countries The majority of our foreign operations are in Mexico. The political and economic climate in Mexico is more uncertain than in the United States and unfavorable changes could have a direct impact on our operations in Mexico. The Mexican government exercises significant influence over many aspects of the Mexican economy. For example, a newly elected set of government officials could decide to quickly reverse the deregulation of the Mexican telecommunications industry economy and take steps such as seizing our property, revoking our licenses, or modifying our contracts with Mexican suppliers. A period of poor economic performance could reduce the demand for our services in Mexico. There might be trade disputes between the United States and Mexico that result in trade barriers such as additional taxes on our services. The Mexican government might also decide to restrict the conversion of pesos into dollars or restrict the transfer of dollars out of Mexico. These types of changes, whether they occur or are only threatened, could have a material adverse 19 effect on our results of operations and would also make it more difficult for us to obtain financing in the United States. . If the value of the Mexican Peso declines relative to the Dollar, we will have decreased revenues as stated Dollars Approximately 15% of ATSI's revenue is collected in Mexican Pesos. If the value of the Peso relative to the Dollar declines, that is, if Pesos are convertible into fewer Dollars, then our revenues, which are stated in dollars, will decline. We do not engage in any type of hedging transactions to minimize this risk and do not intend to do so. RISKS RELATED TO FINANCING . The terms of our preferred stock include disincentives to a merger or other change of control, which could discourage a transaction that would otherwise be in the interest of our stockholders In the event of a change of control of ATSI, the terms of the Series D Preferred Stock permit the holder to choose either to receive whatever cash or stock the common stockholders receive in the change of control transaction as if the Series D stock Preferred Stock had been converted, or to require us to redeem the Series D Preferred Stock at $1,560 per share. If all of the current 1,642 shares currently outstanding were outstanding at the time of a change of control, this could result in a payment to the holder of approximately $2,560,000. The possibility that we might have to pay this large amount of cash would make it more difficult for us to agree to a merger or other opportunity that might arise even though it would otherwise be in the best interest of the stockholders. . We may have to redeem the Series D and Series E Preferred Stock for a substantial amount of cash, which would severely restrict the amount of cash available for our operations. The terms of the Series D Preferred Stock require us to redeem the stock for cash in two circumstances in addition to the change of control situation described in the immediately preceding risk factor. First, the terms of the Series D Preferred Stock prohibit the holder from acquiring more than 11,509,944 shares of our common stock, which is 20% of the amount of shares of common stock outstanding at the time we issued the Series D Preferred Stock. The terms of the Series D Preferred Stock also prohibit the holder from holding more than 5% of our common stock at any given time. Due to the floating conversion rate, the number of shares of common stock that may be issued on the conversion of the Series D Preferred Stock increases as the price of our common stock decreases, so we do not know the actual number of shares of common stock that the Series D Preferred Stock will be convertible into. On the second anniversary of the issuance of the Series D Preferred Stock we are required to convert all remaining unconverted Series D Preferred Stock. If this conversion would cause the holder to exceed either of these limits, then we must redeem the excess shares of Series D Preferred Stock for cash equal to $1,270 per share, plus accrued but unpaid dividends. Second, if we refuse to honor a conversion notice or a third party challenges our right to honor a conversion notice by filing a lawsuit, the holder may require us to redeem any shares it then holds for $1,270 per share. If all 1,642 shares currently outstanding were outstanding at the time of redemption, this would result in a cash payment of approximately $2,085,000 plus accrued and 20 unpaid dividends. If we were required to make a cash payment of this size, it would severely restrict our ability to fund our operations. Similarly, the Series E Preferred Stock requires mandatory redemption if (a) we fail to: issue shares of common stock upon conversion, remove legends on certificates representing shares of common stock issued upon conversion or to fulfill certain covenants set forth in the Securities Purchase Agreement between ATSI and the holders of the Series E Preferred Stock; (b) we fail to obtain effectiveness of the registration statement covering the shares of common stock to be issued upon the conversion of the Series E Preferred Stock prior to March 11, 2001; (c) certain bankruptcy and similar events occur; (d) we fail to maintain the listing of the common stock on the Nasdaq National Market, the Nasdaq Small Cap Market, the AMEX or the NYSE; or (e) our long distance concession license from the Republic of Mexico is terminated or limited in scope by any regulatory authorities. The Redemption Price equals the greater of (x) 125% of the stated value ($1,000) plus 6% per annum of the stated value plus any conversion default payments due and owing by ATSI and (y) the product of (i) the highest number of shares of common stock issuable upon conversion times (ii) the highest closing price for the common stock during the period beginning on the date of first occurrence of the mandatory redemption event and ending one day prior to the date of redemption minus the amount of money we receive upon the exercise of the investment options provided in the Series E Preferred Stock which, upon conversion allows the holders to purchase an additional 0.8 share of ATSI common stock for each share of ATSI common stock received upon conversion. . We may redeem our preferred stock only under certain circumstances, and redemption requires us to pay a significant amount of cash and issue additional warrants; therefore we are limited as to what steps we may take to prevent further dilution to the common stock if we find alternative forms of financing We may redeem the Series A Preferred Stock only after the first anniversary of the issue date, and only if the market price for our common stock is 200% or more of the conversion price for the Series A Preferred Stock. The redemption price for the Series A stock is $100 per share plus accrued and unpaid dividends. We may redeem the Series D Preferred Stock only if the price of our common stock falls below $9.00, the price on the date of closing the Series D Preferred Stock. The redemption price is $1,270 per share, plus accrued but unpaid dividends, plus an additional warrant for the purchase of 150,000 shares of common stock. Subject to certain conditions, we have the right to redeem the Series E Preferred Stock if, at any time after October 11, 2001, on any trading day and for a period of 20 consecutive trading days prior thereto, the closing bid price is less than $1.24. In the event that we are able to find replacement financing that does not require dilution of the common stock, these restrictions would make it difficult for us to "refinance" the preferred stock and prevent dilution to the common stock. RISKS RELATING TO MARKET FOR OUR COMMON STOCK . The price of our common stock has been volatile and could continue to fluctuate substantially Our common stock is traded on the AMEX. The market price of our common stock has been volatile and could fluctuate substantially based on a variety of factors, including the following: - announcements of new products or technologies innovations by us or others; - variations in our results of operations; - the gain or loss of significant customers; - the timing of acquisitions of businesses or technology licenses; 21 - legislative or regulatory changes; - general trends in the industry; - market conditions; and - analysts' estimates and other events in our industry. . Future sales of our common stock in the public market could lower our stock price Future sales of our common stock in the public market could lower our stock price and impair our ability to raise funds in new stock offerings. As of October 25, 2001, we had 80,600,302 shares of common stock outstanding, of which our affiliates held approximately 3,908,667 shares, and 14,916,837 shares issuable upon exercise of outstanding options and warrants, of which approximately 4,560,170 were held by affiliates. In addition, we had 13,132,307 shares reserved for issuance upon conversion of our outstanding Series A, D and E Preferred Stock (subject to adjustment). The shares held by our affiliates are "restricted shares" and, accordingly, may not be sold publicly except in compliance with Rule 144. The remaining outstanding shares of our common stock and the shares issuable upon conversion of our preferred stock and exercise of warrants are freely tradable. Our recent Series F and Series G Preferred Stock could result in an approximate increase of 3,100,00 shares of common stock, although they are not freely tradable and could not be sold publicly except in compliance with Rule 144. In addition, we may issue a significant number of additional shares of common stock as consideration for acquisitions or other investments as well as for working capital. Sales of a substantial amount of common stock in the public market, or the perception that these sales may occur, could adversely affect the market price of our common stock prevailing from time to time in the public market and could impair our ability to raise funds in additional stock offerings. . We will likely continue to issue common stock or securities convertible into common stock to raise funds we need, which will further dilute your ownership of ATSI and may put additional downward pricing pressure on the common stock Since we continue to operate at a cash flow deficit, we will continue to need additional funds to stay in business. At this time, we are not likely to be able to borrow enough money to continue operations on terms we find acceptable so we expect to have to sell more shares of common stock or more securities convertible in common stock. Convertible securities will likely have similar features to our existing preferred stock, including conversion at a discount to market. The sale of additional securities will further dilute your ownership of ATSI and put additional downward pricing pressure on the stock. From August 1, 2000 through October 25, 2001, we issued approximately 25,600,000 new shares of common stock on a fully diluted basis, which represents approximately 24% of our fully diluted outstanding common stock. The fully diluted outstanding common stock includes an assumed number of shares of common stock that have not yet been issued, but are issuable upon conversion of convertible preferred stock, warrants and stock options . The potential dilution of your ownership of ATSI will increase as our stock price goes down, since our preferred stock is convertible at a floating rate that is a discount to the market price Our Series A, D, E, F and G Preferred Stock is convertible into common stock based on a conversion price that is a discount to the market price for ATSI's common stock. The conversion price for the Series A, Series F and Series G Preferred Stock is reset each year on the anniversary of the issuance of the stock, and the conversion price for the Series D and Series E Preferred Stock floats with the 22 market on a day-to-day basis. For each series, the number of shares of common stock that will be issued on conversion increases as the price of our common stock decreases. Therefore, as our stock price falls, the potential dilution to the common stock increases, and the amount of pricing pressure on the stock resulting from the entry of the new common stock into the market increases. . Sales of common stock by the preferred holders may cause the stock price to decrease, allowing the preferred stock holders to convert their preferred stock into even greater amounts of common stock, the sales of which would further depress the stock price The terms of the preferred stock may amplify a decline in the price of our common stock since sales of the common stock by the preferred holders may cause the stock price to fall, allowing them to convert into even more shares of common stock, the sales of which would further depress the stock price. . The potential dilution of your ownership of ATSI resulting from our Series D and Series E Preferred Stock will increase if we sell additional common stock for less than the conversion price applicable to the Series D and Series E Preferred Stock The terms of the Series D and Series E Preferred Stock require us to adjust the conversion price if we sell common stock or securities convertible into common stock at a greater discount to market than that provided for the Series D Preferred Stock and at less than the lower of the market price or the conversion price with respect to the Series E Preferred Stock. Therefore, if we sell common stock or securities convertible into common stock in the future on more favorable terms than the discounted terms, we will have to issue even more shares of common stock to the holders than initially agreed on. . The issuance of our convertible preferred stock may violate the rules of The American Stock Exchange, which could result in the delisting of our common stock causing us to be traded as an on over-the-counter bulletin board stock which could negatively impact our stock price and our ability to raise additional capital The rules of The American Stock Exchange, or the AMEX, require that the voting rights of existing stockholders may not be disparately reduced or restricted through any corporate action or issuance. The AMEX has stated in its interpretive materials relating to the exchange rules that floating priced convertible securities that vote on an as converted basis, such as our Series A Preferred Stock, raise voting rights concerns because of the possibility that, due to a decline in the price of the underlying common stock the preferred stock holder will having voting rights disproportionate to its investment in our company. These interpretive materials also indicate that the AMEX may view the issuance of floating rate convertible securities, such as our Series D or Series E Preferred Stock as a violation of their rule against engaging in operations which are contrary to the public interest since the returns on securities of this type may become excessive compared with those of public investors in our common stock. Should we be delisted from the AMEX, it would be necessary for us to trade as an over-the-counter bulletin board stock. It is likely that the act of being delisted would depress our stock price allowing preferred stock holders to convert their preferred stock into greater amounts of common stock, the sale of which could further depress our stock price. Additionally, it is likely that it may be more difficult for us to raise additional capital on favorable terms if we were no longer listed on a national exchange. 23 . We expect to issue additional shares of common stock to pay dividends on the preferred stock, further diluting your ownership of ATSI and putting additional downward pricing pressure on the common stock The Series A and Series D Preferred Stock require quarterly dividends of 10% and 6% per annum, while our Series F and Series G Preferred Stock requires quarterly dividends of 15% per annum. We have the option of paying these dividends in shares of common stock instead of cash and we expect to use that option. The number of shares of common stock that are required to pay the dividends is calculated based on the same floating conversion price applicable to the conversion of the preferred stock, so the lower our common stock price, the more shares of common stock it takes to pay the dividends. The issuance of these additional shares of common stock will further dilute your ownership of ATSI and put additional downward pricing pressure on the common stock. The amount of dividends accrued as of July 31, 2001 is approximately $282,294 for our Series A, D, F and G Preferred Stock. . You will almost certainly not receive any cash dividends on the common stock in the foreseeable future Sometimes investors buy common stock of companies with the goal of generating periodic income in the form of dividends. You may receive dividends from time to time on stock you own in other companies. We have no plan to pay dividends in the near future. . If the price of common stock falls to a low price for a substantial period of time, the AMEX may delist our common stock The AMEX has in the past delisted stock that traded at a minimal price per share for an extended period of time. If our common stock falls to this level and is delisted, trading in our common stock would be conducted in the over-the-counter market on the electronic bulletin board or in the pink sheets administered by the NASD. This would likely adversely affect the liquidity of the common stock because it would be more difficult for stockholders to obtain accurate stock quotations. In addition, if our stock were not traded on a national exchange, sales of our stock would likely be subject to the SEC's penny stock rules which generally create a delay between the time that a stockholder decides to sell shares and the time that the sale may be completed. . Our Certificate of Incorporation and Bylaws and Delaware law could make it less likely that our stockholders receive a premium for their shares in an unsolicited takeover attempt Certain provisions of our certificate of incorporation, our bylaws and the Delaware General Corporation Law could, together or separately, discourage potential acquisition proposals or delay or prevent a change in control. Currently, those provisions include a classified board of directors, a prohibition on written consents in lieu of meetings of the stockholders and the authorization to issue up to 10,000,000 shares of preferred stock and up to 200,000,000 shares of common stock. Our board of directors has the power to issue any or all of these additional shares without stockholder approval, subject to the rules of the AMEX that require stockholder approval of the issuance of common stock or securities convertible into common stock equal to or in excess of 20.0% of the number of shares of common stock or the voting power outstanding before the issuance. The preferred shares can be issued with such rights, preferences and limitations as may be determined by the board. The rights of the holders of common stock will be subject to, and may be adversely affected by, the commitments or contracts to issue any additional shares of common stock or any shares of preferred stock. Authorized and unissued preferred stock and common stock could delay, 24 discourage, hinder or preclude our unsolicited acquisition, could make it less likely that the stockholders receive a premium for their shares as a result of any such attempt and could adversely affect the market price of, and the voting and other rights of, the holders of outstanding shares of common stock. ITEM 2. PROPERTIES Our executive offices, principal teleport facility and control center are located at our leased facilities in San Antonio, Texas, consisting of 23,100 square feet. The lease expires July 2008, and has two five-year renewal options. We pay annual rent of $244,850 (increasing to $282,705 for the remaining term) under the lease and are responsible for taxes and insurance. GlobalSCAPE, Inc.'s offices are located at its leased facility in San Antonio, Texas, consisting of 14,553 square feet. The lease expires July 2008. GlobalSCAPE, Inc. pays annual rent of $174,636 per year and is responsible for taxes and insurance. Management believes our leased facilities are suitable and adequate for their intended use. ITEM 3. LEGAL PROCEEDINGS In March 2001, ATSI-Texas was sued by Comdisco for breach of contract for failing to pay lease amounts due under a lease agreement for telecommunications equipment. Comdisco claims that the total amount loaned pursuant to the lease was $926,185 and that the lease terms called for 36 months of lease payments. Comdisco is claiming that ATSI only paid thirty months of lease payments. ATSI disputes that the amount loaned was $926,185 since we only received $375,386 in financing. We have paid over $473,000 in lease payments and, thus, believe that we have satisfied our obligation under the lease terms. Although Comdisco has since filed for bankruptcy protection, we are still in the midst of litigation. We believe that we have a justifiable basis for our position in the litigation and that we will be able to resolve the dispute without a material adverse effect on our financial condition. In July 2001, we were notified by the Dallas Appraisal District that our administrative appeal of the appraisal of our office in the Dallas InfoMart was denied. The property was appraised at over $6 million dollars. The property involved includes our Nortel DMS 250/300 switch, associated telecommunications equipment and office furniture and computers. In September 2001, ATSI filed an appeal in Dallas County Court. While this appeal will likely be settled, we believe the possible impact, if any would not have an adverse effect on our results of operations. In 1999 ATSI filed a Demand for Arbitration seeking damages for breach of contract from Twister Communications. Twister had previously filed a Demand for Arbitration against ATSI, but has since filed for bankruptcy and has not pursued any discovery in this matter. We have a filed a creditor's claim in the bankruptcy proceeding but it is unlikely that we will be able to recover any value from Twister. Additionally, there has been no activity in the arbitration matter for over eighteen months and it is unlikely that Twister will be able to pursue this matter. On June 16, 1999, our subsidiary, ATSI Texas initiated a lawsuit in District Court, Bexar County, Texas against PrimeTEC International, Inc., Mike Moehle and Vartec Telecom, Inc. claiming misrepresentation and breach of conduct. Under an agreement signed in late 1998, PrimeTEC was to provide quality fiber optic capacity in January 1999. Mike Moehle is PrimeTEC's former president who negotiated the fiber lease and Vartec is PrimeTEC's parent, which was to provide the fiber capacity. The delivery of the route in early 1999 was a significant component of our operational and sales goal for the 25 year and the failure of our vendor to provide the capacity led to our negotiating an alternative agreement with Bestel, S.A. de C.V. at a higher cost. In November 2000, ATSI -Texas settled its lawsuit against PrimeTEC and Vartec. The settlement called for a cash payment to ATSI of $500,000 and an additional $500,000 in services purchased from ATSI by Vartec. The services were provided during a period of approximately four months. Vartec has continued as a customer of ATSI after finishing the settlement period. We are also a party to additional claims and legal proceedings arising in the ordinary course of business. We believe it is unlikely that the final outcome of any of the claims or proceedings to which we are a party would have a material adverse effect on our financial statements; however, due to the inherent uncertainty of litigation, the range of possible loss, if any, cannot be estimated with a reasonable degree of precision and there can be no assurance that the resolution of any particular claim or proceeding would not have an adverse effect on our results of operations in the period in which it occurred. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no submissions of matters to a vote of security holders during the fourth quarter of our fiscal year. PART II. -------- ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our Common Stock is quoted on the AMEX under the symbol "AI". From December 1997 to February 14, 2000 our Common Stock was traded on the NASD: OTCBB under the symbol "AMTI". The table below sets forth the high and low bid prices for the Common Stock from August 1, 1999 through February 14, 2000 as reported by NASD: OTCBB and from February 15, 2000 through October 25, 2001 as reported by AMEX. These price quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Fiscal 2000 High Low ---------------------------------------------------------------------------------- First - ........................................ $ 1 11/32 $ 45/64 Second - ....................................... $ 2 29/32 $ 45/64 Third - ........................................ $ 9 7/16 $21/2 Fourth - ....................................... $ 6 5/16 $4 1/2 Fiscal 2001 .................................... High Low ------------------------------------------------ ------------------------------- First - ........................................ $ 4 $1 3/8 Second - ....................................... $ 1 13/16 $ 3/8 Third - ........................................ $ 1.34 $ 0.40 Fourth - ....................................... $ 0.70 $ 0.36 Fiscal 2002 .................................... High Low ----------------------------------------------------------------------------------- First - (through October 25, 2001) ............. $ 0.42 $ 0.30

At October 25, 2001, the closing price of our Common Stock as reported by AMEX was $0.30 per share. As of October 25, 2001, we had approximately 15,000 stockholders, including both beneficial 26 and registered owners. The terms of our Series A, Series D, Series E, Series F and Series G Preferred Stock restrict us from paying dividends on our Common Stock until such time as all outstanding dividends have been fulfilled related to the Preferred Stock. ATSI has not paid dividends on our common stock the past three years and does not expect to do so in the foreseeable future. During the three most recent fiscal years, we have had sales of unregistered securities as follows: On January 6, 1999, we issued 20,000 shares of our common stock for services related to a previous private placement. We also issued 16,643 shares to an individual for consulting services provided for the month of January in the amount of $7,500. In February 1999, we issued 279,430 shares of our common stock with a market value of approximately $203,750 in completion of our acquisition in 1998 of certain customer contracts. In March 1999 we issued 11,330 shares of Series A preferred stock for approximately $1,133,000. Additionally, we issued 1,141 shares of Series A preferred stock to a company for services rendered in connection with placement of the Series A preferred stock. As noted in Note 8 of the accompanying financial statements, the Series A preferred stock converts to common stock at a discount to market at an Initial Conversion Price calculated at closing. The conversion price is reset each anniversary date at the lower of 75% of the then calculated conversion price or 75% of the initial conversion price. At no time can the conversion price be reset lower than 75% of the initial conversion price. The Series A preferred stock accrues dividends at the rate of 10% per annum. In April 1999, we issued 12,416 shares of Series A preferred stock for approximately $1.2 million. Additionally, we issued 700 shares of Series A preferred stock and paid $14,556 to two companies for services rendered in connection with the placement of the Series A preferred stock. As noted above the Series A preferred stock converts at a discount to market at an Initial Conversion Price calculated at closing. The conversion price is reset each anniversary date at the lower of 75% of the then calculated conversion price or 75% of the initial conversion price. At no time can the conversion price be reset lower than 75% of the initial conversion price. The Series A preferred stock accrues dividends at the rate of 10% per annum. In April 1999, we also issued 59,101 shares in lieu of $25,000 cash to an individual in accordance with an agreement signed previously in which he guaranteed up to $500,000 of our debt. Lastly, we issued 503,387 shares of common stock in a private placement at a price of $0.60 per share on April 13, 1999. For each share purchased the investors received a warrant entitling them to purchase an additional share at an exercise price of $0.70 per share for a period of one year. In conjunction with this private placement we issued 58,339 to two companies for services rendered in connection with the private placement of common stock. In July 1999 we issued 2,000 shares of Series B preferred stock for approximately $2 million. Additionally, we issued a warrant for 50,000 shares of common stock at an exercise price of $1.25 to the purchaser of the Series B preferred stock. We also issued a warrant for an additional 50,000 shares of common stock at an exercise price of $1.25 and paid $200,000 to a company as a finder's fee for introducing us to the investor. As noted in Note 8 the Series B preferred stock also converts to common stock at a discount to market at the lower of an initial conversion price or 78% of the five lowest closing bid prices of the ten days preceding conversion. The Series B preferred stock accrues dividends at the rate of 6% per annum. Subsequent to July 31, 1999, the Series B preferred stock was registered with the SEC in a Registration Statement on Form S-3 (File No. 333-84115) filed August 19, 1999. A Registration Statement on Form S-3 (File No. 333-89683) on which we registered 2,076,001 shares of common stock was declared effective September 8, 2000. This common stock was issuable 27 under the terms of our 6% Series C Cumulative Convertible Preferred Stock and our 6% Series D Cumulative Convertible Preferred Stock. We did not receive any of the proceeds of the sale of common stock registered on this Form S-3. We received $500,000 and $3,000,000 of proceeds upon the issuance of the Series C Preferred Stock in September 1999 and the Series D Preferred Stock in February 2000. We incurred expenses in connection with the issuance of the Series C and Series D Preferred Stock and the registration of the underlying common stock as follows (approximate amounts): Legal fees $25,000.00 Registration fees 2,910.94 Printing & Miscellaneous 13,500.00 ---------- Total $41,410.94 A Registration Statement on Form S-3 (File No. 333-35846) on which we registered 3,227,845 shares of common stock was declared effective September 8, 2000. This common stock was issuable under the terms of our 10% Series A Cumulative Convertible Preferred Stock, $2.2 million of convertible notes plus accrued interest and the conversion of a note payable for approximately $440,000. We did not receive any of the proceeds of the sale of common stock registered on this Form S-3. We received $1,000,000, $2.2 million and $1,000,000 of proceeds upon the original issuance of the Series A Preferred Stock in February 2000, the convertible notes issued in March 1997 and the note payable issued in October 1997. We incurred expenses in connection with the issuance of the Series A Preferred Stock and the registration of the underlying common stock, of all the above shares, as follows (approximate amounts): Legal fees $25,000.00 Registration fees 4,306.51 Printing & Miscellaneous 10,500.00 ---------- Total $39,806.51 In our second and third quarter 10-Q's for fiscal 2000 and the first, second and third quarter 10-Q's for fiscal 2001 we noted additional sales of unregistered securities. Further detail regarding these issuances can be found in the 2/nd/ and 3/rd/ quarter 10-Q's for fiscal 2000 and the 1/st/, 2/nd/ and 3/rd/ quarter 10-Q's for fiscal 2001. In June 2001, we issued 6,500 shares of our Series G preferred stock for approximately $650,000 of cash proceeds. As noted in Note 3 of our consolidated financial statements, our Series G preferred stock converts to common stock at a discount to market originally defined as the Initial Conversion Price. On each Anniversary Date up to and including the second Anniversary Date, the Conversion Price on any unconverted Preferred Stock plus any accumulated, unpaid dividends will be reset to be equal to the average closing price of the stock for the five (5) preceding trading days. The Series G preferred stock accrues dividends at 15% per annum. We currently have not filed a Registration statement on Form S-3 to register these shares. The cash proceeds were used for working capital needs. For those securities not registered with the SEC exemptions are claimed according to Section 4(2) of the Securities Act of 1933 and SEC Regulation (D). ITEM 6. SELECTED FINANCIAL AND OPERATING DATA. The following selected financial and operating data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and The Company's Consolidated Financial Statements and the Notes thereto included elsewhere herein. 28

Years ended July 31, -------------------- 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- (In thousands of $, except per share data) Consolidated Statement of Operations Data: Operating revenues: Retail services $ 13,976 $ 19,632 $ 12,626 $ 9,572 $ 6,836 Network services 1,698 13,362 19,250 24,729 29,063 Internet e-commerce 564 1,526 2,642 5,128 5,445 -------- -------- -------- -------- -------- Total operating revenues 16,228 34,520 34,518 39,429 41,344 Operating expenses: Cost of services 12,792 22,287 21,312 26,798 28,539 Selling, general and administrative 6,312 12,853 12,652 14,884 17,786 Bad debt 735 1,024 2,346 898 241 [GRAPHIC REMOVED HERE]Depreciation and amortization 591 1,822 3,248 4,681 4,434 -------- -------- -------- -------- -------- Total operating expenses 20,430 37,986 39,558 47,261 51,000 Loss from operations (4,202) (3,466) (5,040) (7,832) (9,656) -------- -------- -------- -------- -------- Net loss $ (4,695) $ (5,094) $ (7,591) $(17,138) $(12,784) ======== ======== ======== ======== ======== Per share information: Net loss $ (0.18) $ (0.12) $ (0.16) $ (0.30) $ (0.18) -------- -------- -------- -------- -------- Weighted average common shares outstanding 26,807 41,093 47,467 56,851 71,180 -------- -------- -------- -------- -------- Consolidated Balance Sheet Data: Working capital (deficit) $ 195 $ (5,687) $ (6,910) $ (5,251) $ (9,345) Current assets 5,989 5,683 5,059 5,441 3,631 Total assets 15,821 24,251 24,154 26,894 23,363 Long-term obligations, including current portion 3,912 8,303 10,168 6,750 5,738 Total stockholders' equity 6,936 7,087 6,137 10,978 6,256

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SPECIAL NOTE: Certain Statements set forth below under this caption constitute "forward-looking statements" within the meaning of the Securities Act. See page 3 for additional factors relating to such statements. The following is a discussion of the consolidated financial condition and results of operations of ATSI for the three fiscal years ended July 31, 1999, 2000, and 2001. It should be read in conjunction with our Consolidated Financial Statements, the Notes thereto and the other financial information included elsewhere in this annual report on Form 10-K. For purposes of the following discussion, fiscal 1999 or 1999 refers to the year ended July 31, 1999, fiscal 2000 or 2000 refers to the year ended July 31, 2000 and fiscal 2001 or 2001 refers to the year ended July 31, 2001. 29 General ATSI Communications, Inc. is an international carrier serving the rapidly expanding communications markets in and between Latin America and the United States. The Company's mission is to connect the Americas with exceptional communications services guided by our core values that drive everything we do. The Company's strategy is to become a dominant provider of services to businesses and consumers in this American/Latin American corridor through the deployment of a high quality, `next generation' network. Founded in 1993, the Company generates its traffic from more than 650 retail points of presence throughout Mexico, as well as from relationships with major carriers based in the United States. ATSI carries the traffic generated from these sources over a hybrid, redundant satellite and fiber-based ATM network between the United States and Mexico, as well as a satellite-based network between the United States, Costa Rica and El Salvador. The Company's current core focus today is on the communications corridor between the United States and Mexico. Already one of the two largest international communications corridors in the world, this corridor is growing due to increasing phone density in Mexico and large-scale emigration of Mexicans to the United States. The Company is uniquely positioned within this growing market niche as one of only a handful of viable carriers, and the only operating company whose focus is international services, as opposed to domestic services. Operationally, the Company's strength lies in its framework of licenses, interconnection agreements and business relationships in Mexico, as well as in its customer relationships and industry knowledge in the United States. The Company has over 400 employees based in Mexico, and operates Mexican subsidiaries with licenses that allow it to sell local and long distance traffic, transport long distance traffic, and operate a network utilizing packet-switching technology. Utilizing these strengths, the Company has leveraged off of the networks of third parties to build a reliable customer base, and has established its own international satellite and fiber-based network to long haul consumer, corporate and carrier-generated traffic between the U.S. and Mexico. We also own approximately 70% of GlobalSCAPE, Inc., which is rapidly becoming a leader in electronic commerce of top Internet-based software, utilizing the Web as an integral component of its development, marketing, distribution and customer relationship strategies. As discussed in Note 12 to our consolidated financial statements we have determined that we have three reportable operating segments: 1) U.S Telco; 2) Mexico Telco; and 3) Internet e-commerce. Additionally, we have determined that our U.S. and Mexican subsidiaries should be reported as separate segments although many of our products are borderless and utilize the operations of entities in both the U.S. and Mexico. Both the U.S. Telco and Mexico Telco segments include revenues generated from Network services and Retail services. All of the carrier services revenues is recorded in the U.S. Telco segment. GlobalSCAPE, Inc. and its operations are accounted for exclusively as a part of the Internet e-commerce operating segment. Our consolidated financial statements have been prepared assuming that we will continue as a going concern. We have incurred losses since inception and have a working capital deficit as of July 31, 2001. Additionally, we have had recurring negative cash flows from operations with the exception of the three-month period ended January 31, 1998. For the reasons stated in Liquidity and Capital Resources and subject to the risks referred to in Liquidity and Capital Resources, we expect improved results of operations and liquidity in fiscal 2002. However, we cannot assure you that this will be the case. 30 Results of Operations The following table sets forth certain items included in our results of operations in thousands of dollar amounts and as a percentage of total revenues for the years ended July 31, 1999, 2000 and 2001.

Year Ended July 31, ------------------------------------------------------------------- 1999 2000 2001 ---------------- ---------------- ------------------ $ % $ % $ % - - - - - - Operating revenues ------------------ Telco services Carrier services $ 14,123 41% $ 22,191 57% $ 26,349 64% Network services 5,127 15% 2,538 6% 2,714 7% Retail services 12,626 37% 9,572 24% 6,836 16% Internet e-commerce 2,642 7% 5,128 13% 5,445 13% ---------- ----------- ------------ Total operating revenues 34,518 100% 39,429 100% 41,344 100% Cost of services 21,312 62% 26,798 68% 28,539 69% ---------- ----------- ------------ Gross margin 13,206 38% 12,631 32% 12,805 31% Selling, general and administrative expenses 12,652 37% 14,884 38% 17,786 43% Bad debt expenses 2,346 7% 898 2% 241 0% Depreciation and amortization 3,248 9% 4,681 12% 4,434 11% ---------- ----------- ------------ Operating loss (5,040) -15% (7,832) -20% (9,656) -23% Other income (expense), net (1,696) -5% (2,221) -5% (919) -2% ---------- ------------ ------------- Income tax - 0% - 0% 223 0% Minority interest - 0% - 0% 246 0% Net loss (6,736) -20% (10,053) -25% (10,552) -26% Less: preferred stock dividends (855) -2% (7,085) -18% (2,232) -5% ---------- ------------ ------------- Net loss to common shareholders $ (7,591) -22% $ (17,138) -43% $ (12,784) -31% ========== ============ =============

Year Ended July 31, 2001 Compared to Year ended July 31, 2000 Operating revenues. Operating revenues increased each successive quarter during the last three quarters of the year to total $41.3 million for fiscal 2001, a 5% increase over the prior year's total. Each of the last two quarters during the year produced record revenue results since the Company began operating in 1994 as the Company experienced increasing demand for its services. In order for this revenue trend to continue, the Company will need to expand its network and switch capacity to allow it to process additional volumes of traffic, as it was operating at near-peak capacity as of July 31, 2001. In October 2001, the Company began adding capacity to both its switch and its network backbone to allow 31 it to do so. The Company will also need to increase its terminating capacity with third party carriers to process traffic outside of its own network backbone in Mexico. Because some of these third party carriers experienced network problems during August 2001, total revenues for the quarter ending October 31, 2001 will not be as high as for the quarter ending July 31, 2001. However, monthly revenues for both September and October 2001 returned to the same levels experienced during the quarter ended July 31, 2001. Carrier services revenues increased approximately $4.2 million, or 19% from 2000 to 2001. Although the average price per unit decreased approximately $0.02 between years our international communications traffic increased approximately 34.0 million units, or 43%. This increase in units somewhat offset the declining average price per unit caused by competitive market pressures. Beginning in January 2001, the Company began to experience a stabilization of its underlying cost structure, and the prices at which it could provide its services. During the last two quarters of 2001, the Company did not experience a decline in the average price of its carrier services revenues. Retail services revenues significantly decreased by approximately $2.7 million, or 29% between periods. This decrease was primarily a result of the decline in postpaid revenues, as the Company's integrated prepaid revenues increased approximately $176,000 between years. As a result of the decreasing volumes of postpaid calls generated and processed by the Company, and lower margin associated with those calls, the Company stopped providing these services to most non-owned locations, closed its operator center in November 1999 and began utilizing the services of third-party owned operator centers. Management does not expect postpaid revenues to contribute significantly to the Company's operating results in 2002. Our Internet e-commerce services increased approximately $317,000, or 6% between periods. This increase was due primarily to increases in the average price per unit as registrations remained relatively flat year to year. The increase in price per unit was due primarily to two factors. In fiscal 2001, GlobalSCAPE sold fewer multi-seat licenses than in fiscal 2000. Additionally, the introduction of CuteFTP Pro led to an increase in the average price per unit of total registrations. Cost of Services. Cost of services increased approximately $1.7 million, or 6%, between years and increased slightly as a percentage of revenues from 68% to 69%. During the first half of fiscal 2001, the variable cost associated with our carrier services product was a much higher percentage of revenues. In response to this trend, management focused its efforts on improving carrier services margins. Two key responses were the installation of Nortel Passport equipment, which allowed us to increase the capacity of our packet-switching network backbone, and the addition of alternate carriers of our traffic in Mexico, which allowed us to lower our cost per unit for international traffic. Each alternate carrier offers additional capacity to the Company, as well as lower variable costs of transporting traffic into areas into which they have their own proprietary network. As a result of the reductions in cost and the improvements realized from the installation of the Nortel Passport equipment, the Company recognized improved carrier service gross margins during the latter half of 2001 as compared to the first half of 2001. In an effort to maintain or improve margins, management is focusing its efforts on increasing the terminating capacity within Mexico and enhancing routing diversity so that it can provide additional carrier services and do so in a more cost efficient manner. Management believes its efforts will allow the Company to offer a competitively priced service to our existing and potential customers as well as manage our costs. In addition, the Company will increase its efforts to utilize its long distance concession in Mexico. In order to do so, the Company will need to extend its network beyond its current backbone to extend to the local telecommunications infrastructure available in Mexico. By doing so, it should be able to lower its cost per call by reducing its reliance on third party long distance carriers. 32 Selling, General and Administrative (SG&A) Expense. SG&A expenses increased 19%, or approximately $2.9 million, between periods. As a percentage of revenues, these expenses increased from 38% to 43% year to year. Our e-commerce subsidiary's SG&A increased $2.5 million, or 86% between periods. The majority of the subsidiary's increase relates to increased salaries and wages, professional fees related to SEC filings and financial audits, R&D costs related to existing product enhancements and the development of new products, and approximately $636,000 of non-cash compensation expense associated with the granting of stock options. SG&A costs associated with our telco operations increased approximately $400,000, due primarily to expenses of approximately $1.0 million related to severance packages and professional fees related to SEC filings, strategic research services and the terminated Genesis transaction. Exclusive of these non-recurring transactions telco operation's SG&A decreased approximately $600,000 between the two periods compared. This decrease is attributable to management implementing expense cutting measures as well as maintaining its focus on necessary SG&A spending. Depreciation and Amortization. Depreciation and amortization decreased approximately $247,000, or 5%, between periods and declined slightly as a percentage of revenues from 12% to 11%. The principal reason for the decrease is related to the Company fully amortizing acquisition cost during fiscal 2000. This decrease was offset somewhat by depreciation expense associated with new capital expenditures and amortization related to the purchase of our concession license. Operating Loss. Our operating loss increased approximately $1.8 million, or 23% between periods and increased as a percentage of revenues from 20% to 23%, due primarily to increased selling, general and administrative expenses. Other Income (Expense). Other expense improved approximately $1.3 million, or 59% between periods. The improvement was primarily a result of three factors. The first was approximately $495,000 of debt discount expense recognized in fiscal 2000 associated with our convertible notes and a note payable that was fully converted in fiscal 2000. Second, in fiscal 2001, we recognized a gain of $500,000 as a result of a settlement regarding a litigation case with one of our carrier customers. And finally, in fiscal 2001 we recorded a gain related to the extinguishment of a liability of approximately $184,000. Preferred Dividends. During the year ended July 31, 2001, we recorded approximately $650,000 of non-cash dividends along with approximately $1.6 million of beneficial conversion feature expense related to our cumulative convertible preferred stock. This compares to approximately $400,000 of non-cash dividends and approximately $6.7 million of beneficial conversion feature expense recognized during the year ended July 31, 2000. Minority Interest. As a result of the approximately 27% distribution of GlobalSCAPE, the consolidated entity recognized minority interest of approximately $246,000 for the year. Net loss to Common Stockholders. The net loss for 2001 improved by approximately $4.3 million to $12.8 million from the $17.1 million net loss for 2000. The improvement was due primarily to a significant decrease in preferred dividends recognized during 2001, as well as the improvements in other income year to year. These improvements were somewhat offset by the increase in selling, general and administrative expenses from 2000 to 2001. 33 Year ended July 31, 2000 Compared to Year Ended July 31, 1999 Operating Revenues. Consolidated revenues for fiscal 2000 totaled $39.4 million, a 14% increase over fiscal 1999's amount of $34.5 million. Telco revenues (all revenues other than e-commerce) and e-commerce revenues generated by GlobalSCAPE each increased by approximately $2.4 million between years. During fiscal 2000, we continued to shift our focus away from certain services, such as Retail Services and Network Services, toward others services, such as Carrier Services. This shifting of revenues has been the result of the changing face of the telecommunications market in Mexico since the demonopolization of Telmex on January 1, 1997, as well as regulatory and technological advances made by the Company. Prior to January 1997, limited avenues existed for callers to make calls from Mexico to the United States. The vast majority of the calls placed in Mexico had to be made from either a subscribed Telmex line, from a Telmex payphone on a prepaid basis, or on a postpaid basis by accessing a U.S.-based operator and billing the call on collect to a valid U.S. address, or to a valid dollar-denominated credit card. Almost all calls utilized the Telmex local and long distance network infrastructure. Because of the limited calling options available in Mexico at the time, the Company set up its own operator center and processed calls from its own phones and communication centers, as well as locations owned by others, and did so at premium prices. During this same time frame, we also focused on selling satellite-based private networks in an effort to establish a satellite-based network infrastructure between the U.S. and Mexico, which we felt we would eventually utilize to carry our own international calls at some point and decrease our dependence on the more expensive Telmex network infrastructure. As of July 31, 2000, 19 long distance concessions had been granted to companies desiring to compete against the former Telmex monopoly. The entrance of these alternative long distance providers into the Mexican market has resulted in several changes, most notably more fiber optic capacity, particularly in the crystal triangle made up of Mexico City, Guadalajara and Monterrey; a steady increase in the calling options available within Mexico; and a decrease in the cost of long distance phone calls on both a retail and wholesale basis due to more competition. Callers now have a variety of ways to make calls from public telephones or cellular telephones, many of which are made on a prepaid basis at lower premiums than postpaid calls used to be. As a result of the decreasing volumes of postpaid calls generated and processed by the Company, and lower margin associated with those calls, the Company stopped providing these services to most non-owned locations, closed its operator center in November 1999 and began utilizing the services of third-party owned operator centers. As such, revenues generated from postpaid services declined from $7.2 million in fiscal 1999 to $3.6 million in fiscal 2000. During fiscal 2000, we processed approximately 50,000 calls from Mexico as compared to approximately 160,000 in fiscal 1999. Fiber optic lines installed during fiscal 2000 have also reduced satellite-based private network demand in Mexico, causing us to reduce our focus on selling satellite-based private networks within Mexico. Network services revenues declined from $5.1 million in fiscal 1999 to $2.5 million in fiscal 2000 due to the loss of customers upon expiration or termination of their contracts. In 1997, the Company acquired Sinfra, which owns licenses allowing the Company to transport traffic internationally on a packet-switched basis. Utilizing these licenses, the Company set up a satellite-based network between San Antonio, Texas and Monterrey and Mexico City, Mexico. The Company also leased fiber optic capacity between San Antonio, Dallas, Monterrey and Mexico City in July 1999. Together, these two networks represent the Company's fixed costs of operation today. Armed with this hybrid network, the Company has focused its efforts during the past two years on maintaining its retail presence of payphones and communications centers in Mexico, and adding third party traffic to its network between the U.S. and Mexico. As such, integrated prepaid traffic from its 34 Mexican locations has remained relatively constant during the past three years, and the amount of carrier traffic transported by the Company has increased dramatically during this time frame. However, increased fiber optic capacity into the major metropolitan areas of Mexico has resulted in pricing pressures and much lower per-minute revenues for carrier services. Large increases in volumes have resulted in comparatively smaller revenue increases, and lower margins on carrier services. While the number of minutes of carrier traffic processed by the Company increased by 146% from 78.6 million minutes in fiscal 1999 to 193.4 million minutes in fiscal 2000, revenues increased by only 57% from $14.1 million in fiscal 1999 to $22.2 million in fiscal 2000. All of the above revenues are included in our U.S. Telco results in Footnote 12 in the accompanying financial statements as external revenues with the exception of approximately $483,000 of Network services revenues and $535,000 of Retail services revenues included in our external Mexico Telco results. Integrated prepaid service revenues, which are generated by calls processed by us without live or automated operator assistance, increased only slightly between years. A majority of these revenues, stated in U.S. dollars in the accompanying consolidated financial statements, are generated by calls processed by our public telephones and communication centers in Mexico in exchange for immediate cash payment in pesos, the currency in Mexico. While the number of these calls and consequently the pesos collected increased slightly between years, those pesos converted into more U.S. dollars during fiscal 2000 as the average exchange rate between years went from 9.77 pesos to the dollar for fiscal 1999 to 9.50 pesos to the dollar for fiscal 2000. During fiscal 2000, we generated approximately $70,000 in revenues from the sale of other companies' services, primarily prepaid calling cards and prepaid cellular packages. These revenues, included in integrated prepaid, were generated in the U.S. and Mexico communication centers. With the exception of approximately $24,000 of retail service revenues included in our U.S. Telco results as external revenues, all of the above revenues are included in our Mexico Telco results. Revenues from GlobalSCAPE, Inc., our e-commerce subsidiary, increased by approximately $2.5 million or 94% between years. This growth was due primarily to the increased number of downloads and registrations of products between periods. Downloads and registrations grew from nearly 4.1 million and 93,000 in fiscal 1999 to approximately 10.8 million and 183,000 in fiscal 2000, respectively. The increase in downloads has resulted in a corresponding increase in our revenues as downloads serve as the primary driver of revenues in coming months as well as increasing the target audience for banner advertisements. Cost of Services. Cost of services increased approximately $5.5 million or 26% between years from $21.3 million in fiscal 1999 to $26.8 million in fiscal 2000, and increased as a percentage of revenues from 62% to 68%. The increase in cost of services was principally attributable to the increased volume of carrier service business. The shift toward prepaid services away from postpaid services, which historically were sold at high premiums, in Mexico has also contributed to lower margins. Our carrier services business is exclusively accounted for in our U.S. Telco segment. Carrier services revenues increased from 41% to 57% of overall corporate revenues, period to period. During this timeframe, variable and fixed costs associated with the Company's carrier services business increased, causing margins to decrease. This resultant change in our traffic mix was the primary contributor to an increase in the combined telco operations cost of services from 66% to 78% from fiscal 1999 to fiscal 2000. As long as carrier services comprise a large percentage of our revenues, the trend of decreasing margins as a percentage of revenues will continue unless the Company is able to negotiate lower costs with its underlying carriers in Mexico, or is able to extend its network under its long distance concession to decrease its reliance on the underlying carriers. As such, we continue to desire to produce retail 35 growth, with a desired ultimate retail/wholesale mix of 70% retail and 30% wholesale. We cannot estimate when we will be able to achieve this desired mix. Selling, General and Administrative (SG&A) Expenses. SG&A expenses increased 18%, or approximately $2.2 million from fiscal 1999 to fiscal 2000. As a percentage of revenue, these expenses increased slightly from 37% to 38%. The increase in SG&A was primarily due to added costs incurred by GlobalSCAPE to support the introduction of new products into the market, professional fees related to SEC filings at both GlobalSCAPE and the Company, and personnel growth within GlobalSCAPE as it prepared to spin-off from ATSI. GlobalSCAPE's increase in SG&A costs from fiscal 1999 to fiscal 2000 was approximately $1.5 million. SG&A costs associated with our telco businesses increased approximately $748,000 between periods. The increase is attributable to the opening of communication centers in the U.S., costs related to our American Stock Exchange listing in February 2000, professional fees related to SEC filings and merger and acquisition services, and rent expense as a result of moving the corporate location. These costs have been included in the SG&A expenses of our U.S. Telco segment. Non-cash expenses, related to our option plans, decreased from approximately $545,00 in fiscal 1999 to $346,000 in fiscal 2000. Bad Debt Expense. Bad Debt Expense significantly decreased from fiscal 1999 to fiscal 2000 by approximately $1.4 million. In the fourth quarter of fiscal 1999, we incurred approximately $1.5 million of bad debt expense through the establishment of reserves related to specific carrier services and private network customers. Depreciation and Amortization. Depreciation and amortization rose approximately $1.4 million, or 44%, and rose as a percentage of revenues from 9% to 12% between years. The increased depreciation and amortization is attributable to an approximate $2.0 million increase in fixed assets between years as well as increased amortization related to acquisition costs, trademarks and goodwill. The Company also began providing additional depreciation expense as a result of a change in accounting estimate for useful lives within its Mexican subsidiaries. Additionally, the Company fully depreciated approximately $165,000 of our fixed assets for which we believe there are no associated future benefits. Operating Loss. Our operating loss increased approximately $2.8 million from 1999 due primarily due to increased cost of services as both a percentage and in actual dollars, increased SG&A and increased depreciation and amortization, all of which were discussed above. Other Income(expense). Other income (expense) increased approximately $525,000 between years. This increase was principally attributable to additional debt discount expense associated with the Company's conversion of convertible notes and a note payable during fiscal 2000. Other increases in interest expense are a result of increased indebtedness and capital leases. Preferred Stock Dividends. During fiscal 2000, we recorded approximately $7.1 million of non-cash expense related to cumulative convertible preferred stock. In addition to cumulative dividends on our Series A, Series B, Series C, and Series D Preferred Stock, which are accrued at 10%, 6%, 6%, and 6%, respectively, we have recorded approximately $6.7 million related to the discount or "beneficial conversion feature" associated with our various preferred stock issuances. Accounting rules call for us to amortize as a discount the difference between the market price and the most beneficial conversion price to the holder over the lesser of the period most beneficial to the holder or upon exercise of the conversion feature. Due to increases in our stock price at the time such issuances occurred this "beneficial conversion feature" has in some instances been substantial. The period over which this amortization is recorded ranges from immediately for our Series D Preferred Stock to one year for our 36 various Series A Preferred Stock issuances. The proceeds of the preferred stock issuances during fiscal 2000 were approximately $5.7 million. As of July 31, 2000, we had approximately $335,000 of discount recorded related to the beneficial conversion features of our Series A Preferred Stock issued in December 1999 which will be amortized over the next four months. Net income (loss.) Net loss increased from approximately $7.6 million to $17.1 million between years. The increase in net loss was due primarily to increased cost of services as a percentage of revenues, increased SG&A expense, increased depreciation and amortization and increased preferred stock dividend expense between years. Year ended July 31, 1999 Compared to Year Ended July 31, 1998 Operating Revenues. Operating revenues were relatively flat between fiscal 1999 and fiscal 1998, due primarily to the decline in retail services, which was offset by the growth in carrier services, network services and Internet e-commerce services. Carrier service revenues derived from the transport of traffic for U.S.-based carriers increased as we processed approximately 78.6 million minutes in 1999 as compared to 46.1 million minutes in 1998. The 70% increase in minutes did not result in a proportional increase in revenues as competitive and other market factors caused our revenue per minute to decline from period to period. Our fourth quarter 1998 agreement with Satelites Mexicanos, S.A. de C.V., or ("SATMEX"), allowed us to secure and resell additional bandwidth capacity. This increased capacity and flexibility allowed us to increase billings to existing corporate clients who previously dealt with SATMEX directly and to add additional retail corporate clients more quickly. All of the above revenues are included in our U.S. Telco results in Footnote 12 in the accompanying financial statements as external revenues with the exception of approximately $467,000 of network services revenues included in our external Mexico Telco results. Postpaid service revenues, a component of retail services, decreased approximately $6.7 million, or 48%, between fiscal 1998 and fiscal 1999. This decline is principally attributable to our strategy of focusing on providing international call services from our own payphones and communication centers (casetas). In July 1998, we ceased providing call services for third-party owned payphones and hotels in the U.S., Jamaica and the Dominican Republic and decreased the level of services provided to third-party owned telephones and hotels in Mexico, as these services did not utilize our core business and the costs associated with further provision of services did not justify keeping the business. During fiscal 1999, we processed approximately 160,000 calls from Mexico as compared to approximately 314,000 for the same period in 1998 and no calls for third-party owned telephones and hotels in the U.S., Jamaica and the Dominican Republic as compared to approximately 350,000 calls in 1998. All of the above revenue is included in our U.S. Telco results in Footnote 12 in the accompanying consolidated financial statements with the exception of approximately $465,000 of postpaid service revenues included in our Mexico Telco results. Integrated prepaid service revenues, a second component of retail services, which are generated by calls processed by us without live or automated operator assistance, declined approximately $350,000, or 6% between years. A majority of these revenues, stated in U.S. dollars in the accompanying consolidated financial statements are generated by calls processed by our public telephones and communication centers in Mexico in exchange for immediate cash payment in pesos. While the number of these calls and consequently the pesos collected increased between years, those pesos converted into fewer U.S. dollars as the average exchange rate between years went from 8.33 pesos to the dollar for fiscal 1998 to 9.77 pesos to the dollar for fiscal 1999. All of the above revenues are included in our Mexico Telco results. 37 Revenues from GlobalSCAPE increased approximately $1.1 million or 73% between years. GlobalSCAPE's purchase of the rights to the source code of CuteFTP, its flagship product in January 1999, resulted in an enhanced version of CuteFTP which increased the number of downloads and subsequent purchases. Additionally, GlobalSCAPE began using its Internet presence to produce ad revenues in the fourth quarter of 1999. Cost of Services. Cost of services decreased approximately $975,000, or 4% between years, and decreased as a percentage of revenues from 65% to 62%. The decline in cost of services between years was primarily a result of the contributions of GlobalSCAPE. Prior to GlobalSCAPE's purchase of CuteFTP, it was obligated to pay royalties to CuteFTP's original author for the right to sell and distribute CuteFTP. The purchase of the source code eliminated such royalty fees and improved GlobalSCAPE's and ATSI's gross margins. Gross margins for our combined telco operations remained flat at 34% between years, in spite of intense market pressures in our carrier services network transport services, which is accounted for in our U.S. Telco segment. By eliminating and reducing certain call services, such as those offered to third-party owned payphones and hotels in the U.S., Jamaica, the Dominican Republic and Mexico, which did not fully utilize our own network infrastructure, we were able to move toward vertical integration of our services and operations and maximize our gross margins using our own network where possible. As noted previously a majority of our postpaid call services products are accounted for in our U.S. Telco segment. Selling, General and Administrative (SG&A) Expenses. SG&A expenses decreased 2%, or approximately $200,000 between years, as we did not incur expenses incurred in the prior year associated with the exchange of shares between ATSI-Canada and ATSI-Delaware. As a percentage of revenue, these expenses remained flat at 37%. We had anticipated that these expenses would decline as a percentage of revenues, but they did not do so as a result of the delay of fiber capacity available to us. In the fourth quarter of 1999, we began to further integrate our two primary operating subsidiaries in our Mexico Telco segment, Computel and ATSI-Mexico, as we continued to seek ways to lower our SG&A expenses. Net of non-cash expenses, related to our option plans, SG&A expenses decreased approximately $300,000. Bad Debt Expense. Bad debt expense increased $1.3 million from fiscal 1998 to fiscal 1999. During the fourth quarter of 1999, we established specific bad debt reserves of approximately $1.5 million related to retail and transport of network management services. While we have reserved for these customers, we are actively pursuing collection of amounts owed including legal proceedings specifically related to approximately $1.2 million of the accounts reserved. Excluding these specific reserves, bad debt expense declined both as a % of revenues and in actual dollars between years. Depreciation and Amortization. Depreciation and amortization rose approximately $1.4 million, or 78%, and rose as a percentage of revenues from 5% to 9% between years. The increased depreciation and amortization is attributable to an approximate $2.4 million increase in fixed assets between years as well as increased amortization related to acquisition costs, trademarks and goodwill. The majority of the assets purchased consisted of equipment which added capacity to our existing international network infrastructure including the Network Technologies (N.E.T.) equipment purchased in December 1998 and our new Nortel DMS 250/300 International Gateway switch purchased in January 1999. Operating Loss. Our operating loss increased $1.6 million from 1998 primarily due to increased depreciation and amortization and increased bad debt expense which more than offset the improvements in gross margin dollars produced from 1998 to 1999. 38 Other Income(expense). Other income (expense) decreased approximately $70,000 between years. This decrease was principally attributable to the increase in interest expense from approximately $1.6 million for 1998 to approximately $1.7 million for 1999. Preferred Stock Dividends. During fiscal 1999, we recorded approximately $855,000 of expense related to cumulative convertible preferred stock. In addition to cumulative dividends on our Series A and Series B Preferred Stock, which are accrued at 10% and 6%, respectively per annum, we have recorded a discount or "beneficial conversion feature" associated with the issuance of our preferred stock of approximately $1.6 million related to Series A Preferred Stock, which is being amortized over a twelve-month period and $1.1 million related to Series B Preferred Stock, which is being amortized over a three-month period. Net income (loss.) Net loss increased from approximately $5.1 million to $7.6 million between years. The increase in net loss was due primarily to increased bad debt expense, depreciation and amortization and preferred stock dividends between years. Liquidity and Capital Resources During the year ended July 31, 2001, we generated negative cash flows from operations of approximately $6.0 million. The amount of cash used in our operations is a result of the net loss incurred during the period, the timing of cash receipts from our customers, as well as activities related to payments to our vendors. We have historically operated with negative cash flows and have sought to fund those losses and deficits through the issuance of debt and the completion of private equity placements. For the three-months ended July 31, 2001, after adjustments for non-cash items (depreciation and amortization, amortization of debt discount, deferred compensation, provision for losses on accounts receivable and minority interest), we had a net loss of approximately $441,000. Management of the operating assets and liabilities, which consist mainly of collections on accounts receivable and payments made on outstanding payables and accrued liabilities, produced negative cash flows of approximately $1.7 million, resulting in negative operating cash flows for the period of $2.1 million. While we fell short of producing positive cash flows during the quarter, our net loss, after adjustments for non-cash items, represented a significant improvement over the quarters ended October 31, 2000 and January 31, 2001, when our net loss, after adjustments for non-cash items, were $3.2 million and $1.2 million, respectively. Additionally, our net loss, after adjustments for non-cash items, was relatively flat compared to the quarter ended April 30, 2001, when our net loss, after adjustments for non-cash items, was approximately $424,000. For the year ended July 31, 2001, our net loss, after adjustments for non-cash items (depreciation and amortization, amortization of debt discount, deferred compensation, provision for losses on accounts receivable and minority interest) was approximately $5.3 million. Management of the operating assets and liabilities, which consists mainly of collections on accounts receivable and payments made on outstanding payables and accrued liabilities, produced negative cash flows of approximately $700,000, resulting in the negative operating cash flows for the period of $6.0 million. During the year ended July 31, 2001, the Company acquired approximately $1.1 million in equipment which was not financed through capital lease or financing arrangements. Additional cash outflows included payments of approximately $1.1 million towards our capital lease obligations and $560,000 towards notes payable. 39 During fiscal 2001, we received cash proceeds, net of issuance costs, of $5.6 million from the issuance of preferred stock, and approximately $900,000 from the issuance of common stock as a result of warrants, stock options, and investment options exercises. These funds were used to pay down payable balances as mentioned above, to make payments on our debt and capital lease obligations, and to purchase additional equipment used in our network operations. Altogether, the Company's net operating, investing and financing activities during the year used approximately $1.4 million in cash during the year. The Company's working capital deficit at July 31, 2001 was approximately $9.3 million. This represents a decline of approximately $4.0 million from the working capital deficit of $5.3 million at July 31, 2000. The Company's current liabilities include a total of $5.4 million owed to NTFC Capital Corporation and IBM de Mexico. Although the Company's scheduled payments to these entities for the twelve months ending July 31, 2002 total only $2.5 million, the Company has classified all amounts outstanding under the notes as current because it is in technical default of both notes. As such, each of the lenders could call their notes as immediately due and payable. The Company does not anticipate this happening, as the Company has been in various states of default under the notes historically and the notes have not been called. However, no assurances can be given that the notes will not be called. All scheduled payments have been made to NTFC; as of July 31, 2001, the Company is approximately $743,000 behind in payments to IBM. NTFC has expressed a desire to reset the covenants under the note in an effort to cure past defaults and avoid future defaults; the Company has had limited conversations with IBM concerning restructuring of its obligation. The Company's current obligations also include notes payable of approximately $677,000, approximately $1.2 million owed to Northern Telecom for the purchase of equipment during the year, and approximately $500,000 owed to the former owners of Grupo Intelcom, S.A. de C.V., the entity purchased by the Company in July 2000 and through which the Company obtained its Mexican long distance concession. During fiscal 2001, we focused on enhancing the capacity and efficiency of our international network backbone between the U.S. and Mexico, adding alternate carriers to transport our traffic outside of that backbone in Mexico, and changing the mix of our traffic to better utilize our network capabilities. The result was an increase in the volume of carrier services traffic transported over our network quarter to quarter and positive EBITDA for the quarter ended July 31, 2001. The Company plans to focus on this same revenue stream during at least the first half of fiscal 2002, as it believes it can produce cash faster by doing so. In order for these trends to continue, the Company will need to expand its network and switch capacity to allow it to process additional volumes of traffic, as it was operating at near-peak capacity as of July 31, 2001. The Company estimates that it will need to spend approximately $5,000,000 on a pro rata basis throughout fiscal 2002 for capital expenditures to add capacity to its network in an effort to generate additional revenues and cut its direct costs as a percentage of revenues. Until we are able to produce positive cash flows from operations on a recurring basis, and reduce or eliminate our working capital deficit, management will be faced with deciding whether to use available funds to pay vendors and suppliers for services necessary for operations, to service our debt requirements, or to purchase equipment to be used in the growth of our business. Should our available funds not be sufficient to pay vendors and suppliers, to service debt requirements and purchase equipment, we will need to continue to raise additional capital. As noted in the risk factors of this Form 10-K, we have not always paid all of our suppliers on time. Some of these suppliers are critical to our operations. These suppliers have given us payment extensions in the past, although there is no guarantee they will do so in the future. 40 During fiscal 2001, we received cash proceeds, net of issuance costs, of $5.6 million from the issuance of preferred stock, and approximately $900,000 from the issuance of common stock as a result of warrants, stock options, and investment options exercises. These funds were used to pay down payable balances as mentioned above, to make payments on our debt and capital lease obligations, and to purchase additional equipment used in our network operations. The net result of the Company's operating, investing and financing activities during the year was a working capital deficit at July 31, 2001 of approximately $9.3 million and cash on hand of approximately $103,000. This represents a decline of approximately $4.0 million from the working capital deficit of $5.3 million at July 31, 2000. Although the Company produced positive EBITDA results during the last quarter of fiscal 2001, it will most likely need to enhance those results in order to obtain any significant amounts of debt funding to meet its capital expenditure and working capital needs. As such, the Company will most likely need to complete additional private placements in order to raise the funds to purchase the equipment needed. Although capital markets have been difficult, the Company showed an ability to raise funds over the past twelve months. In October 2000, the Company entered into a $10 million facility for the purchase of Series E Preferred Stock. As of October 2001, approximately $5.5 million of capacity remains outstanding on this facility, and the facility was extended until October 2002. The Series E holder participated in two private equity raises in March and June of 2001, in which the Company raised approximately $4 million. The Series E holder contributed approximately half of the amount; the remainder was contributed by individual shareholders. Altogether, the Company raised in excess of $6.5 million during fiscal 2001, more than the total needed for capex funding in fiscal 2002. The Company has been successful in raising funds because of the improvements it has shown throughout the year in its financial performance; however, no assurances may be given that it will be able to continue to do so. We have limited capital resources available to us, and these resources may not be available to support our ongoing operations until such time as we are able to generate positive cash flows from operations. There is no assurance we will be able to achieve future revenue levels sufficient to support operations or recover our investment in property and equipment, goodwill and other intangible assets. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon the ongoing support of our stockholders and customers, our ability to obtain capital resources to support operations and our ability to successfully market our services. Inflation/Foreign Currency Inflation has not had a significant impact on our operations. With the exception of integrated prepaid services from our communication centers and coin operated public telephones, almost all of our revenues are generated and collected in U.S. dollars. Services from our communication centers and public telephones are generally provided on a "sent-paid" basis at the time of the call in exchange for cash payment, so we do not maintain receivables on our books that are denominated in pesos. In an effort to reduce foreign currency risk, we attempt to convert pesos collected to U.S. dollars quickly and attempt to maintain minimal cash balances denominated in pesos. Some expenses related to certain services provided by us are incurred in foreign currencies, primarily Mexican pesos. The devaluation of the Mexican peso over the past several years has not had a material adverse effect on our financial condition or operating results. 41 Seasonality Although it is not a significant portion of our overall revenues our postpaid services revenues are typically higher on a per phone basis during January through July, the peak tourism months in Mexico. Market Risk We are subject to several market risks. Specifically, we face commodity price risks, equity price risks and foreign currency exchange risk. Commodity Price Risk -------------------- Certain of our businesses, namely carrier services, operate in an extremely price sensitive environment. The carrier services business over the past twelve months has seen significant reductions in the price per minute charged for transporting minutes of traffic. While we have been able to withstand these pricing pressures, certain of our competitors are much larger and better positioned to continue to withstand these price reductions. Our ability to further absorb these price reductions may be dependent on our ability to further reduce our costs of transporting these minutes. Equity Price Risks ------------------ Until such time as we are able to consistently produce positive cash flows from operations, we will be dependent on our ability to continue to access debt and equity sources of capital. While recent history has shown us capable of raising equity sources of capital; future equity financings and the terms of those financings will be largely dependent on our stock price, our operations and the future dilution to our shareholders. Foreign Currency Exchange Risk ------------------------------ We face two distinct risks related to foreign currency exchange risk; transaction risk and translation risk. As previously discussed under the caption "Inflation", we face risks related to certain of our revenue streams, namely, integrated prepaid services from our own Mexican communication centers and payphones and the transacting of business in pesos as opposed to U.S. dollars. Historically, we have been able to minimize foreign currency exchange risk by converting from pesos to U.S. dollars quickly and by maintaining minimal cash balances denominated in pesos. As we grow our retail business in Mexico it is likely that we will face increasing foreign currency transaction risks. Historically, we have recorded foreign currency translation gains/losses due to the volatility of the peso exchange rate as compared to the U.S. dollar over time. We anticipate we will continue to experience translation gains/losses in our assets and liabilities, specifically in fixed assets which are accounted for at historical pesos amounts on the books of our Mexican subsidiaries but converted to U.S. dollars for consolidation purposes at current exchange rates. 42 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page ---- Consolidated Financial Statements of ATSI Communications, Inc. and Subsidiaries Report of Independent Public Accountants ............................................................................ 44 Consolidated Balance Sheets as of July 31, 2000 and 2001 ............................................................ 45 Consolidated Statements of Operations for the Years Ended July 31, 1999, 2000 and 2001 .............................. 46 Consolidated Statements of Comprehensive Loss for the Years Ended July 31, 1999, 2000 and 2001 ...................... 47 Consolidated Statements of Stockholders' Equity for the Years Ended July 31, 1999, 2000 and 2001 .................... 48 Consolidated Statements of Cash Flows for the Years Ended July 31, 1999, 2000 and 2001 .............................. 49 Notes to Consolidated Financial Statements .......................................................................... 50

43 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Management, Directors and Shareholders of ATSI Communications, Inc.: We have audited the accompanying consolidated balance sheets of ATSI Communications, Inc. (a Delaware corporation) and subsidiaries (the Company) as of July 31, 2000 and 2001, and the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the years ended July 31, 1999, 2000 and 2001. These financial statements are the responsibility of Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATSI Communications, Inc. and subsidiaries as of July 31, 2000 and 2001, and the results of their operations and their cash flows for the years ended July 31, 1999, 2000 and 2001, in conformity with accounting principles generally accepted in the United States. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a working capital deficit, has suffered recurring losses from operations since inception, has negative cash flows from operations and has limited capital resources available to support further development of its operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts including goodwill and other intangibles or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. /s/ ARTHUR ANDERSEN LLP San Antonio, Texas October 18, 2001 44 ATSI COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share information)

July 31, -------------------------- 2000 2001 ---------- ---------- ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $1,550 $103 Accounts receivable, net of allowance of $757 and $92, respectively 3,186 2,667 Inventory 74 75 Prepaid expenses and other 631 786 ---------- ---------- Total current assets 5,441 3,631 ---------- ---------- PROPERTY AND EQUIPMENT: 19,393 21,784 Less - Accumulated depreciation (8,335) (11,993) ---------- ---------- Net property and equipment 11,058 9,791 ---------- ---------- OTHER ASSETS: Goodwill, net 4,901 4,856 Concession license, net 4,422 4,208 Trademarks, net 570 390 Other assets 502 487 ---------- ---------- Total assets $26,894 $23,363 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $3,931 $4,714 Accrued liabilities 2,350 2,528 Notes payable 544 677 Convertible debt 289 - Current portion of obligations under capital leases 3,411 4,938 Deferred revenue 167 119 ---------- ---------- Total current liabilities 10,692 12,976 ---------- ---------- LONG-TERM LIABILITIES: Obligations under capital leases, less current portion 2,506 123 Other 56 128 ---------- ---------- Total long-term liabilities 2,562 251 ---------- ---------- MINORITY INTEREST: - 351 COMMITMENTS AND CONTINGENCIES: REDEEMABLE PREFERRED STOCK: Series D Cumulative Preferred Stock, 3,000 shares authorized, 3,000 shares issued and 2,662 1,302 outstanding at July 31, 2000, 1,642 shares issued and outstanding at July 31, 2001 Series E Cumulative Preferred Stock, 10,000 shares authorized, no shares issued and - 2,227 outstanding at July 31, 2000, 3,490 shares issued and outstanding at July 31, 2001 STOCKHOLDERS' EQUITY: Preferred stock, $0.001 par value, 10,000,000 shares authorized, Series A Cumulative Convertible Preferred Stock, 50,000 shares authorized, 24,370 shares issued and outstanding at July 31, 2000, 4,370 shares issued and outstanding at July 31, 2001 Series F Cumulative Convertible Preferred Stock, 10,000 shares authorized, no shares - - issued and outstanding at July 31, 2000, 9,210 shares issued and outstanding at July 31, 2001 Series G Cumulative Convertible Preferred Stock, 42,000 shares authorized, no shares issued - - and outstanding at July 31, 2000, 6,500 shares issued and outstanding at July 31, 2001 Common stock, $0.001 par value, 200,000,000 shares authorized, 67,408,979 issued and outstanding at July 31, 2000, 77,329,379 issued and outstanding at July 67 77 31, 2001 Additional paid in capital 51,625 58,105 Accumulated deficit (39,125) (52,503) Warrants outstanding 417 1,835 Notes issued to officers (1,108) - Other comprehensive loss (779) (1,246) Deferred compensation (119) (12) ---------- ---------- Total stockholders' equity 10,978 6,256 ---------- ---------- Total liabilities and stockholders' equity $26,894 $23,363 ========== ==========

The accompanying notes are an integral part of these consolidated financial statements. 45 ATSI COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

For the Years Ended July 31, 1999 2000 2001 -------- --------- --------- OPERATING REVENUES: Telco services Carrier services $ 14,123 $ 22,191 $ 26,349 Network services 5,127 2,538 2,714 Retail services 12,626 9,572 6,836 Internet e-commerce 2,642 5,128 5,445 -------- -------- -------- Total operating revenues 34,518 39,429 41,344 -------- -------- -------- OPERATING EXPENSES: Cost of services 21,312 26,798 28,539 Selling, general and administrative 12,652 14,884 17,786 Bad debt expense 2,346 898 241 Depreciation and amortization 3,248 4,681 4,434 -------- -------- -------- Total operating expenses 39,558 47,261 51,000 -------- -------- -------- OPERATING LOSS (5,040) (7,832) (9,656) OTHER INCOME (EXPENSE): Interest income 59 77 109 Other income (expense), net (10) 50 981 Interest expense (1,745) (2,348) (2,009) -------- -------- -------- Total other income (expense) (1,696) (2,221) (919) -------- -------- -------- LOSS BEFORE INCOME TAX EXPENSE MINORITY INTEREST (6,736) (10,053) (10,575) INCOME TAX EXPENSE - - 223 MINORITY INTEREST - - 246 -------- -------- -------- NET LOSS (6,736) (10,053) (10,552) LESS: PREFERRED STOCK DIVIDENDS (855) (7,085) (2,232) -------- -------- -------- NET LOSS TO COMMON SHAREHOLDERS ($7,591) ($17,138) ($12,784) ======== ======== ======== BASIC AND DILUTED LOSS PER COMMON SHARE ($0.16) ($0.30) ($0.18) ======== ======== ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 47,467 56,851 71,180 ======== ======== ========

The accompanying notes are an integral part of these consolidated financial statements. 46 ATSI COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands)

For the Years Ended July 31, 1999 2000 2001 ---- ---- ---- Net loss to common shareholders ($7,591) ($17,138) ($12,784) Other comprehensive (loss) income, net of tax of $0: Foreign currency translation adjustments ($714) $ 79 ($467) -------- -------- -------- Comprehensive loss to common shareholders ($8,305) ($17,059) ($13,251) ======== ======== ========

The accompanying notes are an integral part of these consolidated financial statements 47 ATSI COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands)

Preferred Stock Common Stock Additional Accumulated ------------------ ------------------ Shares Amount Shares Amount Paid In Capital Deficit -------- -------- -------- -------- ----------------- ------------- BALANCE, July 31, 1998 0 45,604 $46 $22,248 ($14,396) Issuances of common shares for cash 2,706 3 1,637 Issuances of common shares for services 96 40 Issuances of common shares for acquisition 279 179 Issuances of preferred stock 26 4,176 Deferred compensation 344 Dividends (80) Amortization of equity discount 775 (775) Compensation expense Cumulative effect of translation adjustment Net loss (6,736) -------- -------- -------- -------- ----------------- ------------- BALANCE, July 31, 1999 26 0 48,685 $49 $29,399 ($21,987) Issuances of common shares for cash 8,470 8 6,279 Issuances of common shares for services 419 25 Issuances of common shares for acquisition 400 2,921 Issuances of preferred stock 25 2,646 Conversion of preferred stock (27) 6,802 7 287 Conversion of convertible debt to common shares 2,633 3 3,115 Dividends (432) Amortization of equity discount - 6,653 (6,653) Compensation expense Warrants issued with redeemable preferred stock Warrants issued with debt 300 Notes receivable from shareholders Cumulative effect of translation adjustment Net loss (10,053) -------- -------- -------- -------- ----------------- ------------- BALANCE, July 31, 2000 24 0 67,409 $67 $51,625 ($39,125) Issuances of common shares for cash 1,943 2 931 Issuances of common shares for services 80 33 Issuances of common shares for liquidating damages 150 250 Issuances of common shares for acquisition (457) Issuances of preferred stock 16 1,104 Conversion of preferred stock (20) 8,181 8 2,655 Notes receivable from shareholders (2,033) (2) (1,106) Conversion of convertible debt to common shares 1,600 2 802 Dividends (1,214) Amortization of equity discount 1,612 (1,612) Compensation expense 661 Warrants issued with redeemable preferred stock Warrants issued with liquidating damages (5) Cumulative effect of translation adjustment Net loss (10,552) -------- -------- -------- -------- ----------------- ------------- BALANCE, July 31, 2001 20 0 77,330 $77 $58,105 ($52,503) ======== ======== ======== ======== ================= =============

Notes Cumulative To Warrants receivable from Translated Deferred Stockholders' Outstanding officers Adjustment Compensation Equity ------------- ------------------ ------------ -------------- --------------- BALANCE, July 31, 1998 0 0 ($144) ($667) $ 7,087 Issuances of common shares for cash 1,640 Issuances of common shares for services 40 Issuances of common shares for acquisition 179 Issuances of preferred stock 4,176 Deferred compensation (344) 0 Dividends (80) Amortization of equity discount 0 Compensation expense 545 545 Cumulative effect of translation adjustment (714) (714) Net loss (6,736) ------------- ------------------ ------------ -------------- --------------- BALANCE, July 31, 1999 0 0 ($858) ($466) $ 6,137 Issuances of common shares for cash 6,287 Issuances of common shares for services 25 Issuances of common shares for acquisition 2,921 Issuances of preferred stock 2,646 Conversion of preferred stock 294 Conversion of convertible debt to common shares 3,118 Dividends (432) Amortization of equity discount 0 Compensation expense 347 347 Warrants issued with redeemable preferred stock 417 417 Warrants issued with debt 300 Notes receivable from shareholders (1,108) (1,108) Cumulative effect of translation adjustment 79 79 Net loss (10,053) ------------- ------------------ ------------ -------------- --------------- BALANCE, July 31, 2000 $417 ($1,108) ($779) ($119) $10,978 Issuances of common shares for cash 933 Issuances of common shares for services 33 Issuances of common shares for liquidating damag 250 Issuances of common shares for acquisition (457) Issuances of preferred stock 1,104 Conversion of preferred stock 2,663 Notes receivable from shareholders 1,108 0 Conversion of convertible debt to common shares 804 Dividends (1,214) Amortization of equity discount 0 Compensation expense 107 768 Warrants issued with redeemable preferred stock 1,418 1,418 Warrants issued with liquidating damages (5) Cumulative effect of translation adjustment (467) (467) Net loss (10,552) ------------- ------------------ ------------ -------------- --------------- BALANCE, July 31, 2001 $1,835 $ 0 ($1,246) ($12) $ 6,256 ============= ================== ============ ============== ===============

The accompanying notes are an integral part of these consolidated financial statements. 48 ATSI COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

For the Years Ended July 31, 1999 2000 2001 ------------------- -------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($6,736) ($10,053) ($10,552) Adjustments to reconcile net loss to net cash used in operating activities- Depreciation and amortization 3,248 4,681 4,434 Amortization of debt discount 346 442 372 Deferred compensation 545 347 768 Foreign currency gain - - (326) Minority Interest - - (246) Provision for losses on accounts receivable 2,346 898 241 Changes in current assets and liabilities- Decrease (increase) in accounts receivable (2,568) (678) 121 (Increase) decrease in prepaid expenses and other (1,632) 88 (482) Decrease in accounts payable (1,139) (776) (268) Increase (decrease) in accrued liabilities 1,857 462 (3) Decrease in deferred revenue (191) (66) (47) ------------------- -------------------- ------------------- Net cash used in operating activities (3,924) (4,655) (5,988) ------------------- -------------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (956) (1,993) (1,122) Acquisition of business, net of cash acquired (171) (1,334) (102) ------------------- -------------------- ------------------- Net cash used in investing activities (1,127) (3,327) (1,224) ------------------- -------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt 437 745 776 Net (decrease) increase in short-term borrowings (127) 80 116 Payments on debt (802) (781) (560) Capital lease payments (941) (1,424) (1,106) Proceeds from issuance of preferred stock, net of issuance costs 4,176 5,646 5,639 Proceeds from issuance of common stock, net of issuance costs 1,596 4,887 900 ------------------- -------------------- ------------------- Net cash provided by financing activities 4,339 9,153 5,765 ------------------- -------------------- ------------------- NET INCREASE (DECREASE) IN CASH (712) 1,171 (1,447) CASH AND CASH EQUIVALENTS, beginning of year 1,091 379 1,550 ------------------- -------------------- ------------------- CASH AND CASH EQUIVALENTS, end of year $ 379 $ 1,550 $ 103 =================== ==================== ===================

The accompanying notes are an integral part of these consolidated financial statements. 49 ATSI COMMUNICATIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION The accompanying consolidated financial statements are those of ATSI Communications, Inc. and our subsidiaries ("ATSI" or the "Company"). We were formed on June 6, 1996 under the laws of the state of Delaware for the express purpose of effecting a "Plan of Arrangement" with American TeleSource International, Inc., which was incorporated under the laws of the province of Ontario, Canada (hereinafter referred to as "ATSI-Canada"). The Plan of Arrangement called for the stockholders of ATSI-Canada to exchange their shares on a one-for-one basis for shares of ATSI. On April 30, 1998, shareholders of ATSI-Canada approved the Plan of Arrangement, and on May 11, 1998, ATSI-Canada became a wholly owned subsidiary of ATSI. ATSI is publicly traded on the American Stock Exchange ("AMEX") under the symbol "AI". Through our subsidiaries, we provide retail and carrier communications services within and between the United States (U.S.) and select markets within Latin America. Utilizing a framework of licenses, interconnection and service agreements, network facilities and distribution channels, our intentions are to provide U.S standards of reliability to Mexico and other markets within Latin America which have historically been underserved by telecommunications monopolies. As of July 31, 2001, our operating subsidiaries are as follows: ATSI Comunicaciones, S.A. de C.V., ("ATSI-COM" a Mexican corporation) --------------------------------------------------------------------- Utilizing our 30-year license which we acquired in July 2000, ATSI-COM provides long distance services and the right to interconnect with local providers in Mexico. See discussion of acquisition of this concession license in Note 11. American TeleSource International, Inc. ("ATSI-Texas" a Texas ------------------------------------------------------------- corporation) ------------ ATSI-Texas contracts with third-party operator services companies for the provision of postpaid services from public telephones and communication centers owned by our subsidiaries in Mexico, as well as some third party-owned public telephones, communication centers and hotels in Mexico. Although these calls originate in Mexico, they are terminated and billed in the United States and Mexico through agreements that ATSI-Texas has with these third party entities. Additionally, ATSI-Texas contracts with third parties on behalf of TeleSpan and Sinfra for some carrier services and private network contracts. American TeleSource International de Mexico, S.A. de C.V. --------------------------------------------------------- ("ATSI-Mexico" a Mexican corporation) ------------------------------------- ATSI-Mexico owns and operates coin-operated public telephones in Mexico. Utilizing our 20-year comercializadora license which expires in February 2017, ATSI purchases telephone lines and resells local, long distance and international calls from public telephones connected to the lines. Direct dial, or integrated prepaid calls may be made from the telephones using pesos 50 or quarters, and users may use the services of ATSI-Texas to place calls to the U.S. by billing calls to valid third parties, credit cards or calling cards. Sistema de Telefonia Computarizada, S.A. de C.V( "Computel"a Mexican -------------------------------------------------------------------- corporation) ------------ Computel is the largest private operator of communication centers in Mexico, operating approximately 134 communication centers in 66 cities. Direct dial calls may be made from the communication centers using cash or credit cards, and users may use the services of ATSI-Texas to place calls to the U.S. by billing calls to valid third parties, credit cards or calling cards. Computel utilizes telephone lines owned by ATSI-Mexico. Servicios de Infraestructura, S.A. de C.V ("Sinfra"a Mexican corporation) ------------------------------------------------------------------------- Utilizing our 15-year Teleport and Satellite Network license which expires in May 2009, Sinfra owns and operates our teleport facilities in Monterrey and Mexico City, Mexico. These facilities are used for the provision of international private network services. Sinfra also owns a 20-year Packet Switching Network license which expires in October 2014. TeleSpan, Inc. ("TeleSpan" a Texas corporation) ----------------------------------------------- TeleSpan owns and operates our teleport facilities in the U.S. and Costa Rica. TeleSpan contracts with U.S. based entities and carriers seeking facilities or increased capacity into Mexico, Costa Rica and El Salvador. For network services into Mexico, TeleSpan utilizes facilities owned by Sinfra. GlobalSCAPE, Inc. ("GlobalSCAPE" a Texas corporation) ----------------------------------------------------- GlobalSCAPE markets CuteFTP(TM) and other digitally downloadable software products and distributes them over the Internet utilizing electronic software distribution ("ESD"). See Note 8 related to the distribution of a portion of ATSI's ownership in GlobalSCAPE. ATSI de CentroAmerica (a Costa Rican corporation) ------------------------------------------------- ATSI de CentroAmerica markets international private network services in Costa Rica and other Latin American countries and looks to develop business opportunities in Latin American countries through joint ventures and interconnection agreements with existing telecommunication companies. 2. FUTURE OPERATIONS, LIQUIDITY, CAPITAL RESOURCES AND VULNERABILITY DUE TO CERTAIN CONDITIONS The accompanying consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. For the period from December 17, 1993 to July 31, 2001, we have incurred cumulative net losses of $52.5 million. We had a working capital deficit of $5.3 million at July 31, 2000 and $9.3 million at July 31, 2001 and we had negative cash flows from operations of $3.9 million, $4.7 million and $6.0 million for the years 51 ended July 31, 1999, 2000 and 2001, respectively. As of July 31, 2001, we are in default on our leases with IBM de Mexico and NTFC Capital Corporation. See further discussion regarding these leases in Note 6. We have limited capital resources available to us, and these resources may not be available to support our ongoing operations until such time as we are able to generate positive cash flows from operations. There is no assurance we will be able to achieve future revenue levels sufficient to support operations or recover our investment in property and equipment, goodwill and other intangible assets. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon the ongoing support of our stockholders and customers, our ability to obtain capital resources to support operations and our ability to successfully market our services. We are likely to require additional financial resources in the near term and could require additional financial resources in the long-term to support our ongoing operations. We plan on securing funds through equity offerings and entering into lease or long-term debt financing agreements to raise capital. There can be no assurances, however, that such equity offerings or other financing arrangements will actually be consummated or that such funds, if received, will be sufficient to support existing operations until revenue levels are achieved sufficient to generate positive cash flow from operations. If we are not successful in completing additional equity offerings or entering into other financial arrangements, or if the funds raised in such stock offerings or other financial arrangements are not adequate to support us until a successful level of operations is attained, we have limited additional sources of debt or equity capital and would likely be unable to continue operating as a going concern. During fiscal 2001, we focused on enhancing the capacity and efficiency of our international network backbone between the U.S. and Mexico, adding alternate carriers to transport our traffic outside of that backbone in Mexico, and changing the mix of our traffic to better utilize our network capabilities. The result was an increase in the volume of carrier services traffic transported. The Company plans to focus on this same revenue stream during at least the first half of fiscal 2002. In order for these trends to continue, the Company will need to expand its network and switch capacity to allow it to process additional volumes of traffic, as it was operating at near-peak capacity as of July 31, 2001. The Company intends to utilize most of the funds raised for capital expenditures to add capacity to its network to enable it to generate additional revenues and cut its direct costs as a percentage of revenues. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared on the accrual basis of accounting under accounting principles generally accepted in the United States (GAAP). All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified for comparative purposes. Estimates in Financial Statements --------------------------------- The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and 52 liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Revenue Recognition Policies ---------------------------- We recognize revenue from our integrated prepaid and postpaid services as such services are performed, net of unbillable calls. Revenue from carrier services and private network contracts are recognized when service commences for service commencement fees and monthly thereafter as services are provided. Revenues related to our Internet products are recognized at the time of delivery, as we bear no additional obligation beyond the provision of our software products other than post-contract customer service. Post-contract customer costs approximated $33,000, $58,000 and $96,000 at July 31, 1999, 2000 and 2001, respectively. Foreign Currency Translation ---------------------------- Until January 1, 1999, Mexico's economy was designated as highly inflationary. GAAP requires the functional currency of highly inflationary economies to be the same as the reporting currency. Accordingly, the consolidated financial statements of all of our Mexican subsidiaries, whose functional currency is the peso, were remeasured from the peso into the U.S. dollar for consolidation. Monetary and nonmonetary assets and liabilities were remeasured into U.S. dollars using current and historical exchange rates, respectively. The operating activities of these subsidiaries were remeasured into U.S. dollars using a weighted-average exchange rate. The resulting translation gains and losses were charged directly to operations. As of January 1, 1999, Mexico's economy was deemed to be no longer highly inflationary. According to GAAP requirements the change from highly inflationary to non-highly inflationary requires that the nonmonetary assets be remeasured using not the historical exchange rates, but the exchange rate in place as of the date the economy changes from highly inflationary to non-highly inflationary. As such, our non-monetary assets in Mexico have been remeasured using the exchange rate as of January 1, 1999. Subsequent to January 1, 1999, monetary assets and non-monetary assets are translated using current exchange rates and the operating activity of these Mexican subsidiaries remeasured into U.S. dollars using a weighted average exchange rate. The effect of these translation adjustments are reflected in the other comprehensive income account shown in stockholders'equity. In fiscal 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 125 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement provides accounting and reporting standards for, among other things, the transfer and servicing of financial assets, such as factoring receivables with recourse. The adoption of these statements has not had a material impact on the financial position or results of operations of the Company. Impuesto al Valor Agregado (Value-Added Tax) ("IVA") ---------------------------------------------------- Our Mexican subsidiaries are required to report a value-added tax related to both purchases and sales of services and assets, for local tax reporting. Accordingly, each subsidiary maintains both an IVA receivable and IVA payable account on their subsidiary ledgers. For consolidated reporting purposes, we net our Mexican subsidiaries IVA receivable and IVA payable accounts as allowed by regulatory requirements in Mexico. For the year ended July 31, 53 2000, this netting of IVA accounts resulted in the elimination of IVA receivable, a corresponding reduction in IVA payable of approximately $225,000 and a net IVA payable of $228,000. For the year ended July 31, 2001, this netting of IVA accounts resulted in the elimination of IVA payable, a corresponding reduction in IVA receivable of approximately $2,101,000 and a net IVA receivable of $289,000. Basic and Diluted Loss Per Share -------------------------------- Loss per share was calculated using the weighted average number of common shares outstanding for the years ended July 31, 1999, 2000 and 2001. Common stock equivalents, which consist of the stock purchase warrants and options described in Note 9, were excluded from the computation of the weighted average number of common shares outstanding because their effect was antidilutive. We have also excluded the convertible preferred stock described in Note 8, from the computation of the weighted average number of common shares outstanding, as its effect will also be antidilutive. Property and Equipment ---------------------- Property and equipment are stated at cost. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets, which range from one to fifteen years. Expenditures for maintenance and repairs are charged to expense as incurred. Direct installation costs and major improvements are capitalized. Effective for the fiscal years beginning after July 31, 1996, we follow rules as prescribed under SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS 121 requires an assessment of the recoverability of our investment in long-lived assets to be held and used in operations whenever events or circumstances indicate that their carrying amounts may not be recoverable. Such assessment requires that the future cash flows associated with the long-lived assets are estimated over their remaining useful lives and an impairment loss is recognized when the undiscounted future cash flows are less than the carrying value of such assets. As of July 31, 2001, we have determined that the estimated undiscounted future cash flows associated with our long-lived assets are greater than the carrying value of such assets and that no impairment loss needs to be recognized. Goodwill, Concession License, Contracts, Trademarks and Other Assets -------------------------------------------------------------------- At July 31, 2000 and 2001, other assets consisted primarily of goodwill, trademarks, acquisition costs and concession license costs. For the years ended July 31, 2000 and 2001, goodwill, primarily related to the purchase of Computel, was $5,310,490 and $5,412,859 respectively, net of accumulated amortization of $408,908 and $557,137, respectively. Goodwill is amortized over 40 years. For the years ended July 31, 2000 and 2001, concession license costs were approximately $4,421,931 and $4,428,931, net of accumulated amortization of $0 and $221,097. The concession license costs are being amortized over 28 years, the remaining life of the concession license. As of July 31, 2000 and 2001, other assets included $898,943 related to the purchase of the rights to CuteFTP(TM), net of accumulated amortization of $329,096 and $509,298, respectively. This trademark is being amortized over an estimated five-year life. As of July 31, 2000 and 2001, other assets also included approximately $502,000 and $487,000, not 54 identified as goodwill, concession license, acquisition costs or trademarks. As it relates to SFAS 121, as of July 31, 2001, we have determined that the estimated future cash flows associated with our goodwill, concession license, and other intangible assets are greater than the carrying value of such assets and that no impairment loss needs to be recognized. For the years ended July 31, 1999, 2000 and 2001, we recorded amortization expense of $925,440, $1,075,566 and $602,289, respectively related to our other assets. Income Taxes ------------ We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". Under the provisions of SFAS 109, we recognize deferred tax liabilities and assets based on enacted income tax rates that are expected to be in effect in the period in which the deferred tax liability or asset is expected to be settled or realized. A change in the tax laws or rates results in adjustments in the period in which the tax laws or rates are changed. Research and Development ------------------------ Our subsidiary, GlobalSCAPE, Inc. incurs research and development expenses. These research and development expenses include all direct costs, primarily salaries for GlobalSCAPE personnel and outside consultants, related to the development of new products and significant enhancements to existing products and are expensed as incurred until such time as technological feasibility is achieved. For the years ended July 31, 1999, 2000 and 2001, research and development expenses were $101,716, $ 414,541 and $1,229,393, respectively. Statements of Cash Flows ------------------------ Cash payments and non-cash investing and financing activities during the periods indicated were as follows:

For the Years Ended July 31, ---------------------------------------------------- 1999 2000 2001 ---- ---- ---- Cash payments for interest $1,101,771 $2,272,111 $ 910,863 Cash payments for taxes $ - $ - $ 64,416 Non-cash: Common shares issued for services $ 40,000 $ 24,968 $ 33,000 Common shares issued for liquidating damages $ - $ - $ 250,000 Notes receivable and accrued interest issued to exercise options for common shares $ - $1,107,898 $ 101,416 Common shares issued for acquisition $ 178,750 $2,921,008 $ - Note incurred in conjunction with acquisition $ - $ - $ 120,000 Conversion of convertible debt to common shares $ - $3,333,664 $ 803,271 Common share subscriptions sold $ 42,500 $ - $ - Capital lease obligations incurred $ - $ 275,096 $ -

For purposes of determining cash flows, we consider all temporary cash investments with an original maturity of three months or less to be cash and cash equivalents. 55 New Accounting Pronouncements ----------------------------- In September 2000, the Financial Accounting Standards Board ("FASB") issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", a replacement of FASB Statement No. 125. SFAS No. 140, effective after March 31, 2001 for reporting and disclosure proposes on fiscal years ending after December 15, 2000, provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on consistent application of a financial-components approach that focuses on control. Under that approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This Statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The adoption of SFAS 140 has not had a material effect on the financial condition or results of the Company. In June 2001, the FASB issued SFAS No. 141, "Business Combinations". SFAS No. 141 which supercedes both APB Option No. 16, "Business Combinations" and SFAS No. 38, "Accounting for Preacquisition Contingencies of Purchased Enterprises" provides financial accounting and reporting for business combinations. The Statement requires that all business combinations initiated after June 30, 2001 be accounted for using the purchase method. The adoption of SFAS No. 141 will not have a material effect on the financial condition or results of the Company as we have historically used the purchase method to account for all of our business combinations. In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 which supercedes APB Option No. 17, "Intangible Assets" provides financial accounting and reporting for acquired goodwill and other intangible assets. While SFAS 142 is effective for fiscal years beginning after December 15, 2001, early adoption is permitted for companies whose fiscal years begin after March 15, 2001. SFAS 142 addresses how intangible assets that are acquired individually or with a group of assets should be accounted for in financial statements upon their acquisition as well as after they have been initially recognized in the financial statements. While the Company is not yet required to adopt SFAS 142, it believes the adoption will not have a material effect on the financial condition or results of the Company unless at some future time it is determined that an impairment of its intangible assets exists. In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143, which amends SFAS No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies" is applicable to all companies. SFAS 143, which is effective for fiscal years beginning after June 15, 2002, addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. As used in this Statement, a legal obligation is an obligation that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. While the Company is not yet required to 56 adopt SFAS 143, it believes the adoption will not have a material effect on the financial condition or results of the Company. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets." SFAS No. 144, which supercedes SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of" and amends ARB No. 51, "Consolidated Financial Statements," addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning after December 15, 2001, and interim financials within those fiscal years, with early adoption encouraged. The provisions of this Statement are generally to be applied prospectively. As of the date of this filing, the Company is still assessing the requirements of SFAS 144 and has not determined the impact the adoption will have on the financial condition or results of the Company. Disclosures about Fair Value of Financial Instruments ----------------------------------------------------- The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by us: Current assets and liabilities: The carrying value approximates fair value due to the short maturity of these items. Convertible debt: Since our debt is not quoted, estimates are based on each obligations' characteristics, including remaining maturity, interest rate, credit rating, collateral, amortization schedule and liquidity (without consideration for the convertibility of the notes). We believe that the carrying amount does not differ materially from the fair value. 4. PROPERTY AND EQUIPMENT, NET (at cost) Following is a summary of our property and equipment at July 31, 2000 and 2001:

Depreciable lives July 31, 2000 July 31, 2001 ----------------- ------------- ------------- Telecommunication equipment 10-15 years $7,995,560 $9,886,154 Land and buildings 10 years 516,915 560,088 Furniture and fixtures 3-5 years 1,560,067 1,459,796 Equipment under capital leases 5-7 years 6,185,979 6,469,815 Leasehold improvements 1-5 years 834,035 915,519 Computer equipment 3 years 1,844,707 1,943,325 Other 3-5 years 456,007 549,181 --------------- --------------- 19,393,270 21,783,878 Less: accumulated depreciation (8,335,909) (11,992,477) --------------- --------------- Total - property and equipment, net $11,057,361 $9,791,401 =============== ===============

57 Depreciation and amortization expense as reported in our Consolidated Statements of Operations includes depreciation expense related to our capital leases. For the years ended July 31, 1999, 2000 and 2001, we recorded approximately $2,323,000, $3,605,000 and $3,832,000, respectively of depreciation expense related to our fixed assets. During fiscal 2000, the Company reviewed its depreciable lives among its telecommunication assets in Mexico and the U.S. and made a downward revision of the estimated lives of telecommunication assets in Mexico to conform with lives in the U.S. This change did not have a significant effect on the consolidated financial statements of the Company. 5. NOTES PAYABLE AND CONVERTIBLE DEBT Notes payable are comprised of the following:

July 31, 2000 July 31, 2001 ------------- ------------- Notes payable to taxing entity, see terms below. $379,466 $361,089 Note payable to a related party, see terms below. - 250,000 Note payable to a company, see terms below. - 65,734 Note payable to a bank, see terms below. 70,000 - Note payable to a bank, see terms below. 41,739 - Note payable to a bank, see terms below. 33,000 - Notes payable to various banks, see terms below. 20,730 - -------- -------- Total current notes payable $544,935 $676,823 ======== ========

The Company, through its acquisition of Computel, assumed notes payables to a taxing entity for various past due taxes. The notes have interest rates ranging from 8% to 15%, with scheduled monthly principal and interest payments of approximately $19,224. The notes were originally scheduled to mature between July 1999 and July 2001 and are collaterized by the assets of Computel. The Company is in negotiations with the taxing entity to exchange certain assets for a partial reduction or total elimination of its indebtedness. In March 2001, the Company entered into a note payable with a related party, a director of ATSI, in the amount of $250,000, for a period of 90 days, renewable at the note holder's option. The note which accrues interest at a rate of 9.75% per annum payable monthly until the note is paid in full was extended in June 2001 and then again in September 2001. During December 2000, the Company, through one of its subsidiaries, assumed a note payable, to a company, of approximately $120,000 related to the acquisition of an Internet business. The note has an interest rate of approximately 1.4%, with scheduled monthly principal and interest payments of approximately $10,400. The note is scheduled to mature in November 2001. 58 During January 1999, one of our subsidiaries entered into a note payable with a bank in the amount of $180,000 related to our acquisition of a computer software program known as "CuteFTP(TM)". (See Note 11). The note calls for principal payments of $5,000 per month for twelve months and $10,000 per month for the next twelve months. Interest accrues monthly at an interest rate of the Lender's "Prime Rate" plus 1%. During the year ended July 31, 2001, the note was paid off in full. During February 2000, one of our subsidiaries entered into a note payable with a bank, for working capital purposes, in the amount of $70,000. The note calls for principal plus interest payments of $6,142 per month for twelve months. The principal plus interest payments are subject to changes based on the Lender's "Prime Rate" plus 1%. During the year ended July 31, 2001, the note was paid off in full. During October 1999, one of our subsidiaries entered into a note payable with a bank, for working capital purposes, in the amount of $50,000. The note calls for principal payments of $1,000 per month for six months and $3,667 per month for the next twelve months. Interest accrues monthly at an interest rate of the Lender's "Prime Rate" plus 1%. During the year ended July 31, 2001, the note was paid off in full. The Company, through its acquisition of Computel, assumed notes payables to various banks in Mexico. The notes have interest rates ranging from 8% to 15%, with monthly principal and interest payments of approximately $3,000. The notes were originally scheduled to mature between October 1999 and December 2015 and are collaterized by the assets of Computel. During the year ended July 31, 1999, we, through Computel, exchanged certain assets collaterized by the notes for a reduction in our indebtedness. During the year ended July 31, 2001, the notes were paid off in full. Convertible Debt ---------------- In July 2000, we entered into a convertible note in the amount of $500,000, for working capital purposes. Interest accrues at a rate of 12% per annum and is payable upon maturity or conversion. The note originally matured October 31, 2000 but was extended throughout fiscal 2001 with the latest maturity July 31, 2001. Additionally, the note holder received 50,000 warrants to purchase shares of ATSI Communications, Inc. priced at 115% of market price on the date of note issuance. The warrants are exercisable for 3 years from the date of issuance. The fair value of the warrants was determined to be $4.22 per share and the Company assigned $211,000 to the value of the warrants in stockholder's equity. The Company recorded the $211,000 as debt discount and amortized the discount over the original term of the debt based on the effective interest rate. Effective July 31, 2001, the note holder elected to convert the outstanding principal and interest into common shares resulting in the issuance of approximately 1,600,000 shares. Additionally, the note holder was issued 800,000 warrants at an exercise price of $0.41 per share. The warrants are exercisable for 3 years from the date of issuance. The value of the warrants was determined to be approximately $243,000 which the Company recognized as additional interest expense. 59 6. LEASES Operating Leases ---------------- We lease office space, furniture, equipment and network capacity under noncancelable operating leases and certain month-to-month leases. During fiscal 1999, 2000 and 2001, we also leased certain equipment under capital leasing arrangements. Rental expense under operating leases for the years ended July 31, 1999, 2000 and 2001, was $2,952,710, $4,713,240 and $4,480,510, respectively. Future minimum lease payments under the noncancelable operating leases at July 31, 2001 are as follows: 2002 $ 2,540,478 2003 553,839 2004 546,605 2005 546,605 2006 462,149 Thereafter 885,786 ---------- Total minimum lease payments $5,535,462 ========== Capital Leases -------------- Future minimum lease payments under the capital leases together with the present value of the net minimum lease payments at July 31, 2001 are as follows: 2002 $5,738,706 2003 80,565 2004 50,151 ---------- Total minimum lease payments 5,869,422 Less: Amount representing taxes (1,959) ---------- Net minimum lease payments 5,867,463 Less: Amount representing interest (805,747) ---------- Present value of minimum lease payments $5,061,716 ========== In April 1997, we, through ATSI-Mexico, secured a capital lease facility with IBM de Mexico to purchase intelligent pay telephones for installation in Mexico. The capital lease facility of approximately $1.725 million has allowed us to install U.S. standard intelligent pay telephones in various Mexican markets. In April 1998, we, through ATSI-Mexico, secured an additional capital lease facility with IBM de Mexico for approximately $2.9 million to increase network capacity and to fund the purchase and installation of public telephones in Mexico. In May 1999, we restructured our capital lease obligation with IBM de Mexico by extending the payment of our total obligation. The restructured lease facility called for monthly payments of principal and interest of approximately $108,000 beginning in July 1999 and extending through June 2003. In October 2000, we restructured our capital lease obligation to increase the monthly payments during calendar year 2001 from approximately $108,000 to approximately $159,000 per month. Interest continues to accrue at the rate of approximately 13% per year, with the facility scheduled to be paid off in June 2003. The obligation outstanding under said facility at July 31, 2000 and July 31, 2001 was approximately $3,120,000 and $3,009,840, respectively. 60 As of October 29, 2001, we had not yet made payments totaling approximately $743,305. Per the terms of our agreement with IBM de Mexico they have the right to call all of the outstanding capital lease facility should we be in arrears with our monthly payments. While IBM has not called the capital lease facility as of October 29, 2001 the Company has reclassified the entire facility to current liabilities as of July 31, 2001. An additional provision of the agreement allows IBM to charge us interest calculated on the principal balance outstanding should our payments be in arrears. While IBM has historically calculated interest only on the payments that are late, the Company has accrued additional interest expense of approximately $312,460 at July 31, 2001 in accordance with the agreement. In December 1998, we ordered a DMS 250/300 International gateway switch from Northern Telecom, Inc. at a cost of approximately $1.8 million. As of July 31, 1999, we entered into a capital lease transaction with NTFC Capital Corporation, ("NTFC") to finance the switch and an additional approximate $200,000 of equipment over a five and a half-year period with payments deferred for six months. Quarterly payments approximate $141,000 and the capital lease has an interest rate of approximately 12%. The lease facility requires that we meet certain financial covenants on a quarterly basis beginning October 31, 1999, including minimum revenue levels, gross margin levels, EBITDA results and debt to equity ratios. As of July 31, 2001, we are not in compliance with the financial covenants related to revenues, gross margins and EBITDA results, although we are current with our payments. As in previous quarters we have requested a waiver for the non-compliance of the financial covenants and are actively working to restructure the covenants. While we have received waivers from NTFC in the past and do not anticipate that NTFC will call the lease facility, the lease facility provides for that right. Accordingly, we have classified the entire capital lease in our accompanying consolidated balance sheet as a current liability. The obligation outstanding under said facility at July 31, 2000 and July 31, 2001 was approximately $ 2,039,000 and $1,697,000, respectively. We secured a capital lease for approximately $500,000 in December 1998 for the purchase of Asynchronous Transfer Mode ("ATM") equipment from Network Equipment Technologies ("N.E.T"). The capital lease is for thirty-six months with monthly payments of approximately $16,000 a month. The obligation outstanding under said facility at July 31, 2000 and July 31, 2001 was approximately $306,000 and $128,395, respectively. Our capital leases have interest rates ranging from 11% to 14%. Annual interest expense under our capital leases was $451,478, $736,252 and $1,028,177, respectively, for the years ending July 31, 1999, 2000 and 2001. 7. DEFERRED REVENUE We record deferred revenue related to the private network services provided. Customers may be required to advance cash to us prior to service commencement to partially cover the cost of equipment and related installation costs. Any cash received prior to the actual commencement of services is recorded as deferred revenue until services are provided by us, at which time we recognize the service commencement revenue. At July 31, 2000 and July 31, 2001 we had approximately $167,000 and $119,000 of deferred revenues outstanding, respectively. 61 8. SHARE CAPITAL As discussed in Note 1, in May 1998, we completed our Plan of Arrangement whereby the shareholders of ATSI-Canada exchanged their shares on a one-for-one basis for shares of ATSI-Delaware stock. The exchange of shares resulted in the recording on our books of $0.001 par value stock and additional paid-in capital. During the year ended July 31, 1999, we issued 3,081,721 common shares. Of this total, 2,203,160 shares were issued for approximately $1.3 million of net cash through the exercise of 2,203,160 warrants and options, 36,643 shares were issued for consulting services rendered to us, 59,101 shares were issued to a shareholder in exchange for a guarantee of up to $500,000 of Company debt, 503,387 shares and an equal number of warrants to purchase our common stock for $0.70 per share were issued in exchange for approximately $300,000 in net cash proceeds and 279,430 shares were issued related to our acquisition of certain customer contracts in previous years. The shares issued for services rendered, the guarantee of Company debt, and the shares issued for the $300,000 in cash proceeds (including the shares underlying the warrants issued) have not been registered by us, nor do we have any obligation to register such shares. During the year ended July 31, 2000, we issued 18,723,692 common shares. Of this total, 8,469,825 shares were issued for approximately $6.3 million of net cash through the exercise of 8,469,825 warrants and options, 6,802,013 shares were issued as a result of the conversion of preferred shares, 2,632,929 were issued as a result of the conversion of convertible notes, 387,359 shares were issued for services rendered to us, 31,566 shares were issued to a shareholder in exchange for a guarantee of up to $500,000 of Company debt, and 400,000 shares were issued related to our acquisition of Grupo Intelcom, S.A de C.V as noted in Note 11. The shares issued for services rendered, the guarantee of Company debt, and the shares issued for our acquisition of Grupo Intelcom, S.A. de C.V. have not been registered by us, nor do we have any obligation to register such shares. During the year ended July 31, 2001, we issued 11,953,734 common shares. Of this total, 244,999 shares were issued for approximately $102,000 of net cash through the exercise of 244,999 warrants and options, 1,758,663 shares were issued for approximately $832,000 of net cash through the investment option of our Series E Preferred Stock holder, 8,180,379 shares were issued as a result of the conversion of preferred shares, 1,600,000 shares were issued as a result of the conversion of convertible debt and 169,693 shares were issued for services rendered to us. The shares issued for services rendered have not been registered by us, nor do we have any obligation to register such shares. As noted in the previous paragraphs we have on occasion granted shares of our common stock in lieu of cash for services rendered by both employees and non-employees. These services have included bonuses, employee commissions and professional fees. The fair value of these services was determined using invoiced amounts and, in lieu of cash, we distributed shares to these parties based upon the market price of our common stock when the services were rendered. These services were expensed in the period in which the services were performed according to the terms of invoices and/or contracted agreements in compliance with accounting principles generally accepted in the U.S. 62 Additionally, we have from time to time issued shares in lieu of cash for services rendered related to private equity placements. The contracts with the various parties called for a designated number of shares to be issued based upon the total shares distributed in the private placements. No dividends were paid on our common stock during the years ended July 31, 1999, 2000 and 2001. The shareholders of ATSI-Canada approved the creation of a class of preferred stock at our annual shareholders meeting on May 21, 1997. Effective June 25, 1997, the class of preferred stock was authorized under the Ontario Business Corporations Act. According to our amended Articles of Incorporation, our board of directors may issue, in series, an unlimited number of preferred shares, without par value. No preferred shares have been issued as of July 31, 2001. Pursuant to ATSI's Certificate of Incorporation, our board of directors may issue, in series, an unlimited number of preferred shares, with a par value of $0.001. In March and April 1999, we issued a total of 24,145 shares of Series A Preferred Stock for cash proceeds of approximately $2.4 million and in July 1999 we issued 2,000 shares of Series B Preferred Stock for cash proceeds of approximately $2.0 million. The Series A Preferred Stock accrues cumulative dividends at the rate of 10% per annum payable quarterly, while the Series B Preferred Stock accrues cumulative dividends at the rate of 6% per annum. During the first and second quarter of fiscal 2000, the holder elected to convert all 2000 shares of its Series B Preferred Stock and accumulated dividends into shares of common stock resulting in the issuance of approximately 2,625,214 shares of common stock. Additionally, the holders of the aforementioned Series A Preferred Stock elected to convert all of their outstanding preferred shares and accumulated dividends into shares of common stock resulting in the issuance of approximately 3,616,231 shares of common stock. In September 1999, we issued 500 shares of Series C Preferred Stock for cash proceeds of approximately $500,000. The Series C Preferred Stock accrues cumulative dividends at the rate of 6% per annum. In the quarter ended April 30, 2000, the holder elected to convert all 500 shares of Series C Preferred Stock and accumulated dividends into shares of common stock resulting in the issuance of approximately 492,308 shares of common stock. In December 1999 and February 2000, we issued 14,370 shares (two issuances of 10,000 shares and 4,370 shares) and 10,000 shares, respectively, of Series A Preferred Stock for cash proceeds of approximately $1.4 million and $1.0 million, respectively. In the first and second quarters of fiscal 2001, the holder of the 10,000 shares issued in February 2000 elected to convert all their shares and accumulated dividends of approximately $66,000 into shares of common stock resulting in the issuance of 576,633 shares of common stock. In the third quarter of fiscal 2001, the holder of the 10,000 shares issued in December 1999 elected to convert all their shares and accumulated dividends of approximately $125,000 into shares of common stock resulting in the issuance of 1,458,955 shares of common stock. The Series A Preferred Stock accrues cumulative dividends at the rate of 10% per annum payable quarterly. As of July 31, 2001, 4,370 shares of Series A Preferred Stock remain outstanding for which we have accrued approximately $67,371 for dividends. 63 In February 2000, we also issued 3,000 shares of Series D Preferred Stock for cash proceeds of approximately $3.0 million. The Series D Preferred Stock accrues cumulative dividends at the rate of 6% per annum payable quarterly. During the second quarter of fiscal 2001, the holder elected to convert 1,358 shares and accumulated dividends of approximately $73,000 into shares of common stock resulting in the issuance of 3,946,464 shares of common stock. As of July 31, 2001, 1,642 shares of Series D Preferred Stock remain outstanding, for which we have accrued approximately $141,000 for dividends. In October 2000, we issued 2,500 shares of Series E Preferred Stock and warrants to purchase 909,091 shares of common stock for cash proceeds of approximately $2.5 million. Subject to the completion of certain conditions, we may issue an additional 7,500 shares of Series E Preferred Stock and warrants to purchase 2,727,273 shares of common stock for cash proceeds of approximately $7.5 million. The Series E Preferred Stock does not accrue dividends. In addition, we are obligated to issue 175,000 warrants as a finder's fee to an entity that introduced us to the equity fund at an exercise price of $1.72 per warrant. These warrants expire October 2004. The fair value of the warrants was determined to be $1.27 per warrant and we assigned approximately $868,000 of the proceeds to warrants outstanding in stockholders' equity. The warrants contain a reset provision which call for the exercise price to be reset in October 2001, should the closing bid price on AMEX for the ten days preceding the reset date be lower than the original exercise price. In the third and fourth quarter of fiscal 2001, the holder converted 1,010 of the shares outstanding and accumulated interest into common stock resulting in the issuance of 2,198,329 shares of common stock. In accordance with the terms of the Investment Option of the Series E Preferred Stock, the holder purchased an additional 1,758,663 shares of common stock for $832,415. Additionally, the holder of the Company's Series E Preferred Stock purchased an additional 2,000 shares of its Series E Preferred Stock for cash proceeds of $2,000,000. In accordance with the terms of the agreement, we issued an additional 727,273 warrants. As of July 31, 2001, 3,490 shares of Series E Preferred Stock remain outstanding. In March 2001, we issued 8,175 shares of Series F Preferred Stock for cash proceeds of $817,500 and 1,035 shares for services rendered, 535 of which specifically related to the Series F private placement. The Series F Preferred Stock accrues cumulative dividends at the rate of 15% per annum. As of July 31, 2001 we have accrued approximately $57,563 for dividends. In June 2001, we issued 6,500 shares of Series G Preferred Stock for cash proceeds of $650,000. The Series G Preferred Stock accrues cumulative dividends at the rate of 15% per annum. As of July 31, 2001 we have accrued approximately $16,250 for dividends. The Series A Preferred Stock and any accumulated, unpaid dividends may be converted into Common Stock for up to one year at the average closing price of the Common Stock for twenty (20) trading days preceding the Date of Closing (the "Initial Conversion Price"). On each Anniversary Date up to and including the fifth Anniversary Date, the Conversion price on any unconverted Preferred Stock, will be reset to be equal to 75% of the average closing price of the stock for the then twenty (20) preceding days provided that the Conversion price can not be reset any lower than 75% of the Initial Conversion Price. As these conversion features are considered a "beneficial conversion feature" to the holder, we allocated approximately $3.6 million of the approximate $5.0 million in proceeds to additional paid-in capital as a discount to be amortized 64 over various periods ranging from ninety days to a twelve month period. During fiscal year 2001 the remaining beneficial conversion feature was fully amortized. The Series A Preferred Stock is callable and redeemable by us at 100% of its face value, plus any accumulated, unpaid dividends at our option any time after the Common Stock of ATSI has traded at 200% or more of the conversion price in effect for at least twenty (20) consecutive trading days, so long as we do not call the Preferred Stock prior to the first anniversary date of the Date of Closing. The terms of our Series B Preferred Stock allowed for the conversion of the preferred shares and any accumulated, unpaid dividends to be converted into Common Stock for up to two years at the lesser of a) the market price on the day prior to closing or b) 78% of the five lowest closing bid prices on the ten days preceding conversion. As this conversion feature is considered a "beneficial conversion feature" to the holder, we allocated approximately $1.1 million, of the $2.4 million in proceeds to additional paid-in capital as a discount to be amortized over a three-month period. The entire beneficial conversion feature was fully amortized during fiscal year 2000. The terms of our Series C Preferred Stock allowed for the conversion of the preferred shares and any accumulated, unpaid dividends to be converted into Common Stock for up to two years at the lesser of a) the market price on the day prior to closing or b) 78% of the five lowest closing bid prices on the ten days preceding conversion. Consistent with the accounting for our Series A and Series B Preferred Stock, this is considered a "beneficial conversion feature" to the holder. We allocated approximately $139,000 of the proceeds to additional paid-in capital as a discount to be amortized over a three-month period, all of which was amortized during the year ended July 31, 2000. The Series D Preferred Stock and any accumulated, unpaid dividends may be converted into Common Stock for up to two years at the lesser of a) the market price on the day prior to closing or b) 83% of the five lowest closing bid prices on the ten days preceding conversion. Consistent with the accounting for our Series A, Series B and Series C Preferred Stock, this is considered a "beneficial conversion feature" to the holder. We allocated all of the $3,000,000 in proceeds to additional paid-in capital as a discount to be amortized over the lesser of the period most beneficial to the holder or upon exercise of the conversion feature. The discount was amortized in its entirety during the quarter ended April 30, 2000. The Series E Preferred Stock may be converted into Common Stock for up to three years at the lesser of a) the market price - defined as the average of the closing bid price for the five lowest of the ten trading days prior to conversion or b) the fixed conversion price - defined as 120% of the lesser of the average closing bid price for the ten days prior to closing or the October 12, 2000 closing bid price. Consistent with the accounting for our Series A, Series B, Series C and Series D Preferred Stock, this is considered a "beneficial conversion feature" to the holder. Of the approximate $1.5 million of proceeds assigned to the first issuance of Series E Preferred Stock approximately $802,000 was allocated to additional paid-in capital as a discount to be amortized over the lesser of the period most beneficial to the holder or upon exercise of the conversion feature. The discount was amortized in its entirety during the quarter. In accordance with the agreement, the conversion price was reset on February 11, 2001 to the then defined "market price". The reset of the conversion price resulted in additional "beneficial conversion feature" of approximately $188,000, which was allocated to additional paid-in capital as a 65 discount and recognized during fiscal 2001. No beneficial conversion expense was required to be recognized related to the second and third issuance of Series E Preferred Stock. The Series F Preferred Stock and any accumulated, unpaid dividends may be converted into Common Stock for up to one year (the "Anniversary Date") from the Date of Closing at a conversion price of $0.54. On each Anniversary Date up to and including the second Anniversary Date, the Conversion Price on any unconverted Preferred Stock plus any accumulated, unpaid dividends will be reset to be equal to the average closing price of the stock for the five (5) preceding trading days. The initial beneficial conversion feature, which represents the difference between the Initial Conversion Price and the market price on the Commitment Date, is $247,991, which the Company recognized in March 2001 as preferred dividends. In addition, we issued 852,778 warrants at a price of 133% of the original conversion price. The warrants are exercisable for a period of three years from the Date of Closing. The Series G Preferred Stock and any accumulated, unpaid dividends may be converted into Common Stock for up to one year (the "Anniversary Date") from the Date of Closing at a conversion price of $0.44. On each Anniversary Date up to and including the second Anniversary Date, the Conversion Price on any unconverted Preferred Stock plus any accumulated, unpaid dividends will be reset to be equal to 85% of the Market Price on the first Anniversary Date and at all times from and after the second Anniversary Date, the Conversion Price shall equal 85% of the Market Price on the second Anniversary Date. The initial beneficial conversion feature, which represents the difference between the Initial Conversion Price and the market price on the Commitment Date, is $479,576, which we amortized during the fourth quarter of fiscal 2001. In addition, we issued 738,636 warrants at a price of 133% of the original conversion price. The warrants are exercisable for a period of three years from the Date of Closing. The terms of our Series A, Series B, Series C, Series D, Series E, Series F and Series G preferred stock restrict us from declaring and paying dividends on our common stock until such time as all outstanding dividends have been fulfilled related to the preferred stock. The terms of our Series D Preferred Stock allow for mandatory redemption by the holder upon certain conditions. The Series D Preferred Stock allows the holder to elect redemption upon the change of control of ATSI at 120% of the sum of $1,300 per share and accrued and unpaid dividends. Additionally, the holder may elect redemption at $1,270 per share plus accrued and unpaid dividends if we refuse to honor conversion notice or if a third party challenges conversion. The terms of our Series E Preferred Stock allow for mandatory redemption by the holder upon certain conditions. The Series E Preferred Stock allows the holder to elect redemption at $1,250 per share plus 6% per annum if: 1) ATSI refuses conversion notice, 2) an effective registration statement was not obtained by prior to March 11, 2001, 3) bankruptcy proceedings are initiated against the Company, 4) The Secretaria de Comunicaciones y Transportes of the SCT limits or terminates the scope of the concession or, 5) if the Company fails to maintain a listing on NASDAQ, NYSE or AMEX. 66 The Series F Preferred Stock is callable and redeemable by us at 100% of its face value, plus any accumulated, unpaid dividends at our option any time after our Common Stock has traded at 200% or more of the conversion price in effect for at least twenty (20) consecutive trading days, so long as we do not call the Preferred Stock prior to the first anniversary date of the Date of Closing. The Series G Preferred Stock is callable and redeemable by us at 100% of its face value, plus any accumulated, unpaid dividends at our option any time after our Common Stock has traded at 200% or more of the conversion price in effect for at least twenty (20) consecutive trading days, so long as we do not call the Preferred Stock prior to the first anniversary date of the Date of Closing. The outstanding Series A, Series D, Series E, Series F and Series G preferred stock have liquidation preference prior to common stock and ratably with each other. In May 2000, the Board of Directors of our subsidiary, GlobalSCAPE, Inc. amended their certificate of incorporation to increase the number of authorized shares of capital stock which they had the authority to issue to 50,000,000 shares consisting of 40,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. The Board of Directors also declared a 7.6 for 1 stock split of the outstanding shares of the issued and outstanding common stock. The effect of the split was to increase the outstanding shares from 1,700,000 shares to 12,920,000. On September 12, 2000, we completed the distribution of a portion of our ownership in our wholly owned subsidiary GlobalSCAPE to our shareholders. The distribution was part of a previously announced plan to distribute or spin-off a portion of our ownership in GlobalSCAPE contemporaneously with a public offering of GlobalSCAPE, in order to raise funds for GlobalSCAPE's growth and ATSI's general corporate purposes. GlobalSCAPE and ATSI decided not to make a public offering of GlobalSCAPE common stock contemporaneously with the distribution in light of current market conditions. We distributed approximately 3,444,833 of our 12,920,000 shares to our shareholders. The distribution represented approximately 27% of our ownership. The distribution did not generate any proceeds to ATSI or GlobalSCAPE and resulted in approximately $300,000 of expense to GlobalSCAPE for legal and accounting fees, printing and distribution costs. Subsequent to September 2000, ATSI has accounted for the approximate 27% owned by other shareholders through Minority Interest on both its Consolidated Balance Sheet and Income Statement. 9. STOCK PURCHASE WARRANTS AND STOCK OPTIONS During the year ended July 31, 2001, certain shareholders and holders of convertible debt were issued warrants to purchase shares of common stock at exercise prices ranging from $0.41 to $1.72 per share. Following is a summary of warrant activity from August 1, 1998 through July 31, 2001: 67

Year Ending July 31, --------------------------------------------------- 1999 2000 2001 ---------------- ---------------- ---------------- Warrants outstanding, beginning 7,562,168 4,203,925 681,045 Warrants issued 933,387 601,045 4,332,781 Warrants expired (2,386,470) (80,000) - Warrants exercised (1,905,160) (4,043,925) - -------------- --------------- ---------------- Warrants outstanding, ending 4,203,925 681,045 5,013,826 -------------- --------------- ----------------

Warrants outstanding at July 31, 2001 expire as follows:

Number of Warrants Exercise Price Expiration Date ------------------ -------------- --------------- 150,000 $4.37 February 22, 2002 30,000 $3.09 March 9, 2002 175,000 $7.17 March 31, 2003 100,000 $6.00 July 21, 2003 50,000 $5.46 July 25, 2003 5,000 $1.72 November 1, 2003 75,000 $1.06 November 16, 2003 852,778 $0.72 March 23, 2004 738,636 $0.58 June 11, 2004 50,000 $1.25 July 2, 2004 800,000 $0.41 July 31, 2004 20,000 $1.19 September 24, 2004 909,091 $1.72 October 11, 2004 181,819 $1.72 October 11, 2004 545,457 $1.72 October 11, 2004 50,000 $1.72 October 11, 2004 175,000 $1.72 October 11, 2004 106,045 $0.94 December 8, 2004

On February 10, 1997, the board of directors granted a total of 4,488,000 options to purchase Common Shares to directors and employees of ATSI under the 1997 Stock Option Plan. Certain grants were considered vested based on past service as of February 10, 1997. The 1997 Stock Option Plan was approved by a vote of the stockholders at our Annual Meeting of Shareholders on May 21, 1997. In September 1998, our board of directors adopted the 1998 Stock Option Plan. Under the 1998 Stock Option Plan, options to purchase up to 2,000,000 shares of common stock may be granted to employees, directors and certain other persons. The 1997 and 1998 Stock Option Plans are intended to permit us to retain and attract qualified individuals who will contribute to our overall success. The exercise price of all of the options is equal to the market price of the 68 shares of common stock as of the date of grant. The options vest pursuant to the individual stock option agreements, usually 33 percent per year beginning one year from the grant date with unexercised options expiring ten years after the date of the grant. During the years ending July 31, 1999, 2000 and 2001, the board of directors granted a total of 1,942,300, 155,000 and 117,500 options, respectively, to purchase common stock to directors and employees of ATSI under the 1998 Stock Option Plan. In December 2000, our board of directors adopted the 2000 Incentive Stock Option Plan. Under the 2000 Incentive Stock Option Plan, options to purchase up to 9,800,000 shares of common stock may be granted to employees, directors and certain other persons. Like the 1997 and 1998 Stock Option Plans, the 2000 Incentive Stock Option Plan is intended to permit us to retain and attract qualified individuals who will contribute to our overall success. The exercise price of all of the options is equal to the market price of the shares of common stock as of the date of grant. The options vest pursuant to the individual stock option agreements, usually 33 percent per year beginning one year from the grant date with unexercised options expiring ten years after the date of the grant. The 2000 Incentive Stock Option Plan was approved by a vote of the stockholders at our Annual Meeting of Shareholders on February 7, 2001. On May 7, 2001, the board of directors granted a total of 1,864,000 options to purchase common stock to employees of ATSI. In August 2001, the board approved the granting of an additional 3,050,000 in options to directors, officers and employees of ATSI. A summary of the status of our 1997, 1998 and 2000 Stock Option Plans for the years ended July 31, 1999, 2000 and 2001 and changes during the periods are presented below:

Years Ended July 31, ------------------------------------------------------------------------------------- 1997 Stock Option Plan 1999 2000 2001 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price ------------------------------------------------------------------------------------- Outstanding, beginning of year 4,655,333 $0.74 4,222,667 $0.75 312,003 $1.59 Granted - - - - - - Exercised (298,000) $0.58 (3,907,331) $0.66 (13,000) $0.58 Forfeited (134,666) $0.71 (3,333) $0.58 (97,001) $2.15 --------- ----- ---------- ----- -------- ----- Outstanding, end of year 4,222,667 $0.75 312,003 $1.59 202,002 $1.87 ========= ===== ========== ===== ======== ===== Options exercisable at end of year 3,271,333 $0.60 171,667 $1.55 202,002 $1.87 ========= ===== ========== ===== ======== ===== Weighted average fair value of options granted during the year N/A N/A N/A ===== === =====

See Note 16 for a discussion of options exercised in the year ending July 31, 2000 in connection with a note arrangement with certain officers of the Company. 69

Years Ended July 31, -------------------------------------------------------------------------------------------- 1998 Stock Option Plan 1999 2000 2001 -------------------------------------------------------------------------------------------- Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price --------------------------------------------------------------------------------------------- Outstanding, beginning of year - - 1,881,800 $0.63 1,379,211 $0.70 Granted 1,942,300 $0.65 155,000 $2.57 117,500 $0.90 Exercised - - (525,255) $0.57 (231,999) $0.55 Forfeited (60,500) $0.78 (132,334) $0.69 (237,872) $0.84 --------- ----- --------- ----- --------- ----- Outstanding, end of year 1,881,800 $0.63 1,379,211 $0.70 1,026,840 $0.91 ========= ===== ========= ===== ========= ===== Options exercisable at end of year - - 85,499 $0.60 417,043 $0.83 ========= ===== ========= ===== Weighted average fair value of options granted during the year $0.65 $1.92 $0.87 ===== ===== =====

Year Ended July 31, --------------------------- 2000 Stock Option Plan 2001 --------------------------- Weighted Average Exercise Shares Price -------------------------- Outstanding, beginning of year - $ - Granted 1,864,000 $0.56 Exercised - $ - Forfeited - $ - --------- ----- Outstanding, end of year 1,864,000 $0.56 ========= ===== Options exercisable at end of year - N/A ===== Weighted average fair value of options granted during the year $0.55 =====

The weighted average remaining contractual life of the stock options outstanding at July 31, 2001 is approximately 5.5 years for options granted under the 1997 Stock Option Plan, approximately 7 years for options granted under the 1998 Stock Option Plan and approximately 9 years for options granted under the 2000 Incentive Stock Option Plan. In January 1998, the Board of Directors of our subsidiary, GlobalSCAPE, Inc. approved the 1998 Stock Option Plan (the Plan) for officers, other employees, directors and consultants of GlobalSCAPE. Under the terms of the Plan, up to 728,571 shares of GlobalSCAPE's common 70 stock may be granted in the form of incentive stock options or non-qualified stock options, awarded, or sold to officers, other employees, directors and consultants. GlobalSCAPE awarded approximately 384,499 options under the Plan, all but 6,000 of which were subsequently cancelled and re-issued in fiscal 2001. Of the 378,499 options re-issued, approximately 339,999 were re-issued at terms equal to those of the original grant. The remaining 38,500 were re-issued in accordance with the terms of the 7.6 to 1 split in GlobalSCAPE's outstanding shares resulting in the issuance of 292,600 options. An additional 808,571 options were granted to settle a dispute with a GlobalSCAPE employee as to whether their options were subject to the terms of the 7.6 to 1 split. As of January 15, 2001, no additional grants could be issued under the 1998 Plan. In May 2000, the Board of Directors of our subsidiary, GlobalSCAPE approved the 2000 stock option plan (the "Plan") for key employees, non-employee directors, and advisors of GlobalSCAPE. Under the terms of the Plan, up to 3,660,000 shares of GlobalSCAPE's common stock may be granted in the form of incentive stock options or non-qualified stock options. The maximum aggregate number of shares of common stock which may be granted to any optionee during the term of the Plan shall not exceed 2,000,000. The Plan provides that the purchase price per share for incentive stock options and non-qualified stock options shall not be less than the fair market value of the common stock on the date of grant. The maximum term for an option granted is ten years from the date of grant. During fiscal 2001, GlobalSCAPE issued approximately 2,076,000 options under its 2000 Plan, of which 65,500 options were forfeited prior to July 31, 2001. As of July 31, 2001, GlobalSCAPE has 3,435,480 options outstanding under its 1998 and 2000 Stock Option Plans. A summary of the status of GlobalSCAPE's 1998 and 2000 Stock Option Plans for the years ended July 31, 2001 and changes during the period are presented below: Year Ended July 31, ------------------------------- 1998 Stock Option Plan 2001 ------------------------------- Weighted Average Shares Exercise Price Outstanding, beginning of year - $ - Granted 1,441,170 $0.03 Exercised 16,190 $0.10 Forfeited - $ - --------- ----- Outstanding, end of year 1,424,980 $0.03 ========= ===== Options exercisable at end of year - N/A ========= ===== Weighted average fair value of options granted during the year $0.46 ===== 71 Year Ended July 31, ------------------------------- 2000 Stock Option Plan 2001 ------------------------------- Weighted Average Shares Exercise Outstanding, beginning of year - $ - Granted 2,076,000 $0.64 Exercised - $ - Forfeited (65,500) $0.46 --------- Outstanding, end of year 2,010,500 $0.65 ========= ===== Options exercisable at end of year - N/A ========= ===== Weighted average fair value of options granted during the year $0.46 ===== In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation" was issued. SFAS 123 defines a fair value based method of accounting for employee stock options or similar equity instruments and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period of the award, which is usually the vesting period. However, SFAS 123 also allows entities to continue to measure compensation costs for employee stock compensation plans using the intrinsic value method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). We adopted SFAS 123 effective August 1, 1996, and have elected to remain with the accounting prescribed by APB 25. In accordance with APB 25, we recorded deferred compensation expense related to approximately 1.5 million of the options granted based on the increase in our stock price from February 10, 1997, when the options were granted, to May 21, 1997, when the underlying 1997 Stock Option Plan was approved by our shareholders. We recorded additional deferred compensation expense related to approximately 1.5 million of the options granted based on the increase in our stock price from September 9, 1998 to December 17, 1998, when the underlying 1998 Stock Option Plan was approved by our shareholders. As of July 31, 2000 we had $119,449 of deferred compensation expense related to options granted, all of which were expensed as compensation expense by July 31, 2001. Our subsidiary, GlobalSCAPE incurred both compensation expense and deferred compensation expense related to the granting of options during fiscal 2001 at less than the intrinsic value resulting in total compensation costs of approximately $661,000 during the year, all but $12,416 of which was expensed during the year. At July 31, 2001, we had $12,416 of deferred compensation expense related to options granted by GlobalSCAPE. Because we have elected to remain with the accounting prescribed by APB 25, no compensation cost has been recognized for our fixed stock option plans based on SFAS 123. Had compensation cost for our stock-based compensation plans been determined on the fair value of the grant dates for awards under the fixed stock option plans consistent with the method 72 of SFAS 123, our net loss (in thousands) and loss per share would have been increased to the pro forma amounts indicated below:

Year Ended July 31, ----------------------------------------------------- 1999 2000 2001 ---- ---- ---- Net loss to common shareholders ------------------------------- As reported ($7,591) ($17,138) ($12,784) Pro forma ($8,046) ($17,657) ($13,393) Basic and diluted loss per share -------------------------------- As reported ($0.16) ($0.30) ($0.18) Pro forma ($0.17) ($0.31) ($0.19)

The fair value of the option grant is estimated based on the date of grant using an option pricing model with the following assumptions used for the grants in 1999, 2000 and 2001: Dividend yield of 0.0%, expected volatility of 62%, between 104% - 141% and between 136% - 156%, (depending on the time of grant) respectively, risk-free interest rate of 6.50%, 6.25% and 5.45%, respectively, and an expected life of ten years. The fair value of these options is being amortized over the three-year vesting period of the options. 10. EMPLOYEE BENEFIT PLAN In January 1, 1999, the Company established a Retirement Plan, which is a qualified employee profit-sharing program. The purpose of the Plan is to provide a program whereby contributions of participating employees and their employers are systematically invested to provide the employees an interest in the Company and to further their financial independence. Participation in the Plan is voluntary and is open to employees of the Company who become eligible to participate upon the completion of a half-year of continuous service. The term of each Plan Year begins January 1 and ends December 31. Participating employees may contribute from 2% to 15% of their total annual compensation, including bonuses, subject to certain limitations, including a $7,000 annual limitation, subject to inflation. Participants may elect to make these contributions on a before-tax or after-tax basis, or both, with federal income taxes on before-tax contributions being deferred until a distribution is made to the participant. Participants' contributions of up to 3% of their elective deferrals are matched 25% by the Company. Participant's contributions in excess of 3% of their annual compensation are not matched by the Company. The Employer may also contribute an additional amount determined in its sole judgement. Such additional contribution, if any, shall be allocated to each Participant in proportion to his or her Compensation for the Plan Year while a Participant. Subsequent to December 31, 1999 and December 31, 2000, the Company made matching contributions of approximately $9,600 and $17,600, respectively. No discretionary contribution was made for the Plan Years 1999 and 2000. 73 11. ACQUISITIONS In January 1999, GlobalSCAPE acquired the rights to the source code of a computer software program known as "CuteFTP(TM)". Prior to January 1999, it had been the distributor of this software under an exclusive distribution agreement executed in June 1996 with the software's author. They acquired the rights to CuteFTP(TM) in exchange for cash payments totaling approximately $190,000 in January and February 1999 and an additional $756,000 to be paid in twelve monthly installments. In July 2000, we acquired Grupo Intelcom, S.A. de C.V., a Mexican company, which owned a long distance license issued by the Mexican government. The terms of the agreement called for us to purchase 100% of the stock of Grupo Intelcom from Alfonso Torres Roqueni (a 51% stockholder) and COMSAT Mexico, S.A. de C.V., (a 49% stockholder) for a total purchase price of approximately $4,176,000 consisting of $755,000 in cash, $500,000 in the form of a note payable, which was paid off prior to July 31, 2000, 400,000 shares of our common stock valued at approximately $2.5 million and 100,000 warrants exercisable at $6.00 for a period of three years and valued at approximately $440,000. The agreement also provided for an additional payment should the value of ATSI's stock be lower than $5.00 on the first anniversary date. Subsequent to year-end, the Company renegotiated the reset provisions of the original agreement resulting in: 1) a cash liability of approximately $457,000 payable to Mr. Torres, 2) payment of ATSI common stock equivalent to $457,000 to be issued, 3) 100,000 warrants at an exercise price of $0.32 to be issued and 4) an extension of the original reset provision to the second anniversary date in July 2002. On the second anniversary date, ATSI will be required to pay cash equal to the difference between $5.00 and the then current closing price times 200,000 shares. As of July 31, 2001, we have accrued in current liabilities a payable to Mr. Torres for the cash payment of $457,000. In December 2000, one of our subsidiaries acquired an Internet business for a total purchase price of approximately $170,000 consisting of approximately $50,000 in cash and approximately $120,000 in the form of a note payable, which is scheduled to be paid off in November 2001. 12. SEGMENT REPORTING In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," which establishes standards for reporting information about operating segments in annual and interim financial statements. It also establishes standards for related disclosures about products and services, geographic areas and major customers. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise." Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments. In an attempt to identify our reportable operating segments, we considered a number of factors or criteria. These criteria included segmenting based upon geographic boundaries only, segmenting based on the products and services provided, segmenting based on legal entity and segmenting by business focus. Based on these criteria we have determined that we have three reportable operating segments: (1) U.S. Telco; (2) Mexico Telco; and (3) Internet e-commerce. Our 74 Internet e-commerce subsidiary, GlobalSCAPE, Inc. and its operations can be differentiated from the telecommunication focus of the rest of ATSI. Additionally, we believe that our U.S. and Mexican subsidiaries should be separate segments even though many of the products are borderless. Both the U.S. Telco and Mexican Telco segments include revenues generated from Integrated Prepaid, Postpaid, and Network Services. Our Carrier Services revenues, generated as a part of our U.S. Telco segment, are the only revenues not currently generated by both the U.S. Telco and Mexico Telco segments. We have included the operations of ATSI-Canada, ATSI-Delaware and all businesses falling below the reporting threshold in the "Other" segment. The "Other" segment also includes intercompany eliminations. We have used earnings before interest, taxes, depreciation and amortization (EBITDA) in our segment reporting as it is the chief measure of profit or loss used in assessing the performance of each of our segments.

As of and for the years ending ----------------------------------------------------------- July 31, 1999 July 31, 2000 July 31, 2001 U.S. Telco -------------------------------------------------------------------------------------------------------------- External revenues $25,519,967 $27,359,003 $28,919,017 Intercompany revenues $ 1,951,656 $ 2,617,760 $ 1,421,718 ----------- ----------- ----------- Total revenues $27,471,623 $29,976,763 $30,340,735 =========== =========== =========== EBITDA ($1,785,694) ($4,680,052) ($3,299,828) Operating loss ($3,782,919) ($6,912,446) ($5,305,353) Net loss ($4,405,213) ($7,353,641) ($5,441,767) Total assets $11,229,863 $12,555,903 $15,843,600 Mexico Telco -------------------------------------------------------------------------------------------------------------- External revenues $ 6,355,936 $ 6,941,761 $ 6,980,474 Intercompany revenues $ 3,901,246 $ 2,427,907 $ 1,886,150 ----------- ----------- ----------- Total revenues $10,257,182 $ 9,369,668 $ 8,866,624 =========== =========== =========== EBITDA ($1,050,963) ($473,752) ($1,685,101) Operating loss ($2,098,527) ($2,528,919) ($3,331,643) Net loss ($2,437,230) ($3,295,340) ($4,065,094) Total assets $11,778,300 $9,808,068 $ 8,097,154 Internet e-commerce -------------------------------------------------------------------------------------------------------------- External revenues $ 2,642,376 $ 5,128,096 $ 5,444,887 Intercompany revenues - - - Total revenues $ 2,642,376 $ 5,128,096 $ 5,444,887 =========== =========== =========== EBITDA $ 1,052,015 $ 2,007,993 ($224,455)

75 Operating income (loss) $873,832 $1,623,067 ($738,151) Net income (loss) $854,068 $1,570,857 ($835,700) Total assets $1,222,238 $2,245,590 $1,591,250 Other ------------------------------------------------------------------------------------------------------------ External revenues - - - Intercompany revenues ($5,852,902) ($5,045,667) ($3,307,868) ------------ ----------- ----------- Total revenues ($5,852,902) ($5,045,667) ($3,307,868) =========== =========== =========== EBITDA ($7,000) ($5,000) ($12,402) Operating loss ($31,900) ($13,385) ($280,667) Net loss ($1,602,709) ($8,059,143) ($2,442,198) Total assets ($76,108) $2,284,389 ($2,168,940) Total ------------------------------------------------------------------------------------------------------------ External revenues $34,518,279 $39,428,860 $41,344,378 Intercompany revenues - - - ----------- ----------- ----------- Total revenues $34,518,279 $39,428,860 $41,344,378 =========== =========== =========== EBITDA ($1,791,642) ($3,150,811) ($5,221,786) Depreciation and Amortization ($3,247,872) ($4,680,872) ($4,434,028) Operating loss ($5,039,514) ($7,831,683) ($9,655,814) Net loss to common shareholders ($7,591,084) ($17,137,267) ($12,784,759) Total assets $24,154,293 $26,893,950 $23,363,064 13. INCOME TAXES Income (loss) before income taxes was ($6,736,000), ($10,053,000) and ($10,575,000) for the years ended July 31, 1999, 2000 and 2001. The provision for income taxes for the years ended July 31, 1999, 2000 and 2001 was $0, $0 and $223,000, respectively. The $223,000 for the year ended July 31, 2001 consists of approximately $64,000 of current state taxes and approximately $159,000 of current foreign taxes. As of July 31, 2001, the Company had U.S. Federal net operating loss (NOL) carryforwards of $19,401,000 with expiration dates ranging from 2009 through 2021. The availability of the NOL carryforwards to reduce U.S. federal taxable income is subject to various limitations in the event of an ownership change as defined in Section 382 of 76 the Internal Revenue Code of 1986 (the "Code"). We experienced a change in ownership in excess of 50% as defined in the Code, during the year ended July 31, 1998. This change in ownership limits the annual utilization of NOL under the code to $1,284,000 per year, but does not impact our ability to utilize our NOL's because the annual limitation under the Code would allow full utilization within the statutory carryforward period. The Company has established a valuation allowance of approximately $5,741,000 and $7,324,000 as of July 31, 2000 and 2001, respectively, which represent the total of net deferred taxes which may be deferred in future periods. The realization of net deferred tax assets recorded as of July 31, 2001 is dependent upon the Company's ability to generate future taxable income. Although realization is not assured, the Company believes it is more likely than not that the net deferred tax assets will be realized. The Company's effective tax rate differs from the statutory rate as the tax benefits have not been recorded on the losses incurred for the years ended July 31, 1999, 2000 and 2001. 14. COMMITMENTS AND CONTINGENCIES During the year ended July 31, 2001, two of our officers entered into employment agreements with ATSI-Delaware, for periods of one year unless terminated earlier in accordance with the terms of the respective agreements. The annual base salary under such agreements range from $100,000 to $115,000 per annum, and is subject to increase within the discretion of the Board. In addition, each of these officers is eligible to receive a bonus in such amount as may be determined by the Board of directors from time to time. Bonuses may not exceed 50% of the executive's base salary in any fiscal year. No bonuses were paid during fiscal 2001. During the year ended July 31, 2001, an additional officer entered into an employment agreement for a period of one year (with an automatic one-year extension) unless terminated earlier in accordance with the terms of agreement. The annual base salary under such agreement may not be less than $190,000 and subject to increase within the discretion of the Board. In addition, the officer is eligible to receive a bonus in such amount as may be determined by the Board of directors from time to time. Bonuses may not exceed 100% of the executive's base salary in any fiscal year. No such bonuses were awarded for fiscal 2001. Subsequent to July 31, 2001, we entered into an employment agreement with an additional officer for a period of one year (with an automatic one-year extension) unless terminated earlier in accordance with the terms of agreement. The annual base salary under such agreement may not be less than $185,000 and subject to increase within the discretion of the Board. In addition, the officer is eligible to receive a bonus in such amount as may be determined by the Board of directors from time to time. Bonuses may not exceed 100% of the executive's base salary in any fiscal year. 15. RISKS AND UNCERTAINTIES AND CONCENTRATIONS Our business is dependent upon key pieces of equipment, switching and transmission facilities, fiber capacity and the Solaridad satellites. Should we experience service interruptions 77 from our underlying carriers, equipment failures or should there be damage or destruction to the Solaridad satellites or leased fiber lines there would likely be a temporary interruption of our services which could adversely or materially affect our operations. We believe that suitable arrangements could be obtained with other satellite or fiber optic network operators to provide transmission capacity. Additionally, our network control center is protected by an uninterruptible power supply system which, upon commercial power failure, utilizes battery back up until an on-site generator is automatically triggered to supply power. During the years ended July 31, 1999, 2000 and 2001, our carrier services business had two customers whose aggregated revenues approximated 10%, 40% and 54%, respectively, of our total revenues. Individually, both customers generated revenues greater than 10% during the year ended July 31, 2001. 16. RELATED PARTY TRANSACTIONS In February 2000, our board of directors approved a plan to lend approximately $1.5 million, at a market interest rate, in the aggregate to certain key executive officers to allow them to exercise approximately 2,250,000 of their vested options. The executive officers who borrowed under the plan must adhere to the following conditions: 1) they must contribute 10% in cash of the amount borrowed; 2) the stock obtained with the exercises must be escrowed under a twelve month standstill agreement or until such time as the note is paid; and 3) any derivative equity obtained from the stock's ownership must be escrowed for a six-month period. As of April 30, 2000, we have loaned approximately $1.1 million to key executive officers allowing them to exercise vested options. We recognized the transaction by recording a note receivable for each executive officer. As of July 31, 2000, the note receivable balance was approximately $1.1 million. During fiscal 2001, the board of directors modified the agreements by extending them for an additional year and changing them to non-recourse notes. Accounting treatment for non-recourse notes is consistent with the treatment for options outstanding so we have reversed the notes receivable recorded in fiscal 2000. The shares, underlying the notes, continue to be held by the Company, and are not accessible to the officers until the associated principal and interest is paid. Accordingly, the shares are not included in our shares outstanding for fiscal 2001. In March 1999, we renewed an agreement with an international consulting firm, of which ATSI-Delaware director Carlos K. Kauachi is president, for international business development support. Under the terms of the agreement, we paid the consulting firm $6,000 per month for a period of twelve months. Upon expiration, the agreement was extended on a month-to-month basis until July 2000 when it was terminated. As of July 31, 2001, we have a payable of approximately $35,500 outstanding. During fiscal 2000 and fiscal 2001, we contracted with two companies for billing and administrative services related to carrier services we provide. The companies, which are owned by Tomas Revesz, an ATSI-Delaware director, were paid approximately $160,000 and $77,361 for their services during fiscal 2000 and 2001. The monthly fees are capped by the agreement at $18,500 per month. As of July 31, 2001, the payable due these companies was $77,438. Additionally, the Company has a note payable due Mr. Revesz in the amount of $250,000 as detailed in Note 5. 78 We have entered into a month-to-month agreement with Technology Impact Partners, a consulting firm of which Company director Richard C. Benkendorf is principal and owner. Under the agreement, Technology Impact Partners provides us with various services that include strategic planning, business development and financial advisory services. Under the terms of the agreement, we pay the consulting firm $3,750 per month plus expenses. In November 2000 the agreement was modified and the Company is now billed solely for expenses. At July 31, 2000 and July 31, 2001, we had a payable to Technology Impact Partners of approximately $112,000 and approximately $115,000, respectively. On August 1, 2000 we entered into a consulting agreement with Charles R. Poole, former President and Chief Operating Officer of ATSI-Delaware, to perform certain consulting services for the period beginning August 1, 2000 and ending December 31, 2000 in the amount of approximately $10,583 per month. 17. LEGAL PROCEEDINGS In March 2001, ATSI-Texas was sued by Comdisco for breach of contract for failing to pay lease amounts due under a lease agreement for telecommunications equipment. Comdisco claims that the total amount loaned pursuant to the lease was $926,185 and that the lease terms called for 36 months of lease payments. Comdisco is claiming that ATSI only paid thirty months of lease payments. ATSI disputes that the amount loaned was $926,185 since we only received $375,386 in financing. We have paid over $473,000 in lease payments and, thus, believe that we have satisfied our obligation under the lease terms. Although Comdisco has since filed for bankruptcy protection, we are still in the midst of litigation. We believe that we have a justifiable basis for our position in the litigation and that we will be able to resolve the dispute without a material adverse effect on our financial condition. In July 2001, we were notified by the Dallas Appraisal District that our administrative appeal of the appraisal of our office in the Dallas InfoMart was denied. The property was appraised at approximately $6 million. The property involved includes our Nortel DMS 250/300 switch, which was purchased for approximately $1.8 million, associated telecommunications equipment and office furniture and computers. In September 2001, ATSI filed an appeal in Dallas County Court. While this appeal will likely be settled, we believe the possible impact will not have an adverse effect on our results of operations. In 1999 ATSI filed a Demand for Arbitration seeking damages for breach of contract from Twister Communications. Twister had previously filed a Demand for Arbitration against ATSI, but has since filed for bankruptcy and has not pursued any discovery in this matter. We have filed a creditor's claim in the bankruptcy proceeding but it is unlikely that we will be able to recover any value from Twister. Additionally, there has been no activity in the arbitration matter for over eighteen months and it is unlikely that Twister will be able to pursue this matter. On June 16, 1999, our subsidiary, ATSI Texas initiated a lawsuit in District Court, Bexar County, Texas against PrimeTEC International, Inc., Mike Moehle and Vartec Telecom, Inc. claiming misrepresentation and breach of conduct. Under an agreement signed in late 1998, 79 PrimeTEC was to provide quality fiber optic capacity in January 1999. Mike Moehle is PrimeTEC's former president who negotiated the fiber lease and Vartec is PrimeTEC's parent, which was to provide the fiber capacity. The delivery of the route in early 1999 was a significant component of our operational and sales goal for the year and the failure of our vendor to provide the capacity led to our negotiating an alternative agreement with Bestel, S.A. de C.V. at a higher cost. In November 2000, ATSI -Texas settled its lawsuit against PrimeTEC and Vartec. The settlement called for a cash payment to ATSI of $500,000 and an additional $500,000 in services purchased from ATSI by Vartec. The services were provided during a period of approximately four months. Vartec has continued as a customer of ATSI after finishing the settlement period. We are also a party to additional claims and legal proceedings arising in the ordinary course of business. We believe it is unlikely that the final outcome of any of the claims or proceedings to which we are a party would have a material adverse effect on our financial statements; however, due to the inherent uncertainty of litigation, the range of possible loss, if any, cannot be estimated with a reasonable degree of precision and there can be no assurance that the resolution of any particular claim or proceeding would not have an adverse effect on our results of operations in the period in which it occurred. 18. QUARTERLY FINANCIAL DATA (unaudited) - in thousands -except per share information

Quarter ended Quarter ended Quarter ended Quarter ended Fiscal 2000 10/31/99 01/31/00 04/30/00 07/31/00 ----------- -------- -------- -------- -------- Operating revenues $ 9,463 $ 10,688 $ 9,524 $ 9,754 Cost of services 6,526 7,104 6,723 6,445 Gross margin 2,937 3,584 2,801 3,309 SG&A 3,374 3,252 3,755 4,503 EBITDA (557) 239 m (1,126) (1,707) Net loss ($1,947) ($1,812) ($2,612) ($3,682) Net loss to common shareholders ($3,207) ($2,603) ($7,295) ($4,033) Net loss per share ($0.05) ($0.05) ($0.12) ($0.06)

Quarter ended Quarter ended Quarter ended Quarter ended Fiscal 2001 10/31/00 01/31/01 04/30/01 07/31/01 ----------- -------- -------- -------- -------- Operating revenues $ 7,499 $ 8,050 $ 11,468 $ 14,327 Cost of services 5,528 5,417 7,619 9,975 Gross margin 1,971 2,633 3,849 4,352 SG&A 5,221 4,057 4,498 4,010 EBITDA (3,301) (1,503) (688) 270 Net loss ($4,684) ($2,401) ($1,829) ($1,638) Net loss to common shareholders ($5,571) ($2,634) ($2,304) ($2,275) Net loss per share ($0.05) ($0.04) ($0.03) ($0.03)

80 19. SUBSEQUENT EVENTS In September 2001, the holder of the Series E Preferred Stock converted 350 of the 3,490 shares outstanding and accumulated interest into common stock resulting in the issuance of 1,177,498 shares of common stock. In accordance with the terms of the Investment Option of the Series E Preferred Stock, the holder purchased an additional 493,422 shares of common stock for $150,000. On October 16, 2001 ATSI obtained bankruptcy court approval to purchase Telscape's Houston-based Teleport assets for $50,000. The assets are being sold as part of a court-supervised sale in the bankruptcy proceedings of Telscape. Closing is expected to occur within the first half of November. The assets to be purchased include Telscape's Houston-based satellite and telecommunications equipment, its multinational customer base and accounts receivable. The purchase does not include any of Telscape's assets owned by foreign subsidiaries or affiliates. Telscape's Trustee and ATSI's management had previously entered into an Interim Operating Agreement that allowed ATSI to manage the satellite operations pending ATSI's purchase of the assets. The Interim Operating Agreement also received the Bankruptcy Court's approval. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III -------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information called for by item 10 of Form 10-K is incorporated herein by reference to such information included in our Proxy Statement of the 2001 Annual Meeting of Stockholders. ITEM 11. EXECUTIVE COMPENSATION The information called for by item 11 of Form 10-K is incorporated herein by reference to such information included in our Proxy Statement for the 2001 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information called for by item 12 of Form 10-K is incorporated herein by reference to such information included in our Proxy Statement for the 2001 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information called for by item 13 of Form 10-K is incorporated herein by reference to such information included in our Proxy Statement for the 2001 Annual Meeting of Stockholders. 81 PART IV ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements Index to Financial Statements appears on Page 43. (b) Reports on Form 8-K None. (c) Exhibits 3.1 Amended and Restated Certificate of Incorporation of American TeleSource International, Inc., a Delaware corporation (Exhibit 3.3 to Amendment No. 2 to Registration statement on Form 10 (No. 333-05557) of ATSI filed on September 11, 1997) 3.2 Amended and Restated Bylaws of American TeleSource International, Inc. (Exhibit to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 13, 2000) 4.1 Certificate of Designation, Preferences and Rights of 10% Series A Cumulative Convertible Preferred Stock (Exhibit 10.43 to Annual Report on Form 10-K for year ending July 31, 1999 filed on October 26, 1999) 4.2 Certificate of Designation, Preferences and Rights of 6% Series B Cumulative Convertible Preferred Stock (Exhibit 10.34 to Registration statement on Form S-3 (No. 333-84115) filed August 18, 1999) 4.3 Certificate of Designation, Preferences and Rights of 6% Series C Cumulative Convertible Preferred Stock (Exhibit 10.40 to Registration statement on Form S-3 (No. 333-84115) filed October 26, 1999) 4.4 Securities Purchase Agreement between The Shaar Fund Ltd. and ATSI dated July 2, 1999 (Exhibit 10.33 to Registration statement on Form S-3 (No. 333-84115) filed August 18, 1999) 4.5 Common Stock Purchase Warrant issued to The Shaar Fund Ltd. by ATSI dated July 2, 1999 (Exhibit 10.35 to Registration statement on Form S-3 (No. 333-84115) filed August 18, 1999) 4.6 Registration Rights Agreement between The Shaar Fund Ltd. and ATSI dated July 2, 1999 (Exhibit 10.36 to Registration statement on Form S-3 (No. 333-84115) filed August 18, 1999) 82 4.7 Securities Purchase Agreement between The Shaar Fund Ltd. and ATSI dated September 24, 1999 (Exhibit 10.39 to Registration statement on Form S-3 (No. 333-84115) filed October 26, 1999) 4.8 Common Stock Purchase Warrant issued to The Shaar Fund Ltd. by ATSI dated September 24, 1999 (Exhibit 10.41 to Registration statement on Form S-3 (No. 333-84115) filed October 26, 1999) 4.9 Registration Rights Agreement between The Shaar Fund Ltd. and ATSI dated September 24, 1999 (Exhibit 10.42 to Registration statement on Form S-3 (No. 333-84115) filed October 26, 1999) 4.10 Amended and Restated 1997 Option Plan (Exhibit 10.30 to Registration statement on Form S-4 (No. 333-47511) filed March 6, 1998) 4.11 Form of 1997 Option Plan Agreement (Exhibit 10.7 to Registration statement on Form 10 (No. 000-23007) filed August 22, 1997) 4.12 American TeleSource International, Inc. 1998 Stock Option Plan (Exhibit 4.7 to Registration statement on Form S-8 filed January 11, 2000) 4.13 Form of letter dated December 30, 1999 from H. Douglas Saathoff, Chief Financial Officer of American TeleSource International, Inc. to holders of Convertible Notes (Exhibit 4.1 to Registration statement on Form S-3 (No. 333-35846) filed April 28, 2000 4.14 Form of letter dated January 24, 2000 from H. Douglas Saathoff, Chief Financial Officer of American TeleSource International, Inc. to holders of Convertible Notes (Exhibit 4.2 to Registration statement on Form S-3 (No. 333-35846) filed April 28, 2000) 4.15 Registration Rights Agreement between American TeleSource International, Inc. and Kings Peak, LLC dated February 4, 2000 (Exhibit 4.4 to Registration statement on Form S-3 (No. 333-35846) filed April 28, 2000) 4.16 Form of Convertible Note for $2.2 million principal issued March 17, 1997 (Exhibit 4.5 to Registration statement on Form S-3(No. 333-35846) filed April 28, 2000) 4.17 Form of Modification of Convertible Note (Exhibit 4.6 to Registration statement on Form S-3(No. 333-35846) filed April 28, 2000) 4.18 Promissory Note issued to Four Holdings, Ltd. dated October 17, 1997 (Exhibit 4.7 to Registration statement on Form S-3 (No. 333-35846) filed April 28, 2000) 4.19 Securities Purchase Agreement between The Shaar Fund Ltd. and ATSI dated February 22, 2000 (Exhibit 4.5 to Registration statement on Form S-3 (No. 333-89683) filed April 13, 2000) 83 4.20 Certificate of Designation, Preferences and Rights of 6% Series D Cumulative Convertible Preferred Stock (Exhibit 4.6 to Registration statement on Form S-3 (No. 333-89683) filed April 13, 2000) 4.21 Common Stock Purchase Warrant issued to The Shaar Fund Ltd. by ATSI dated February 22, 2000 (Exhibit 4.7 to Registration statement on Form S-3 (No. 333-89683) filed April 13, 2000) 4.22 Common Stock Purchase Warrant issued to Corporate Capital Management LLC by ATSI dated February 22, 2000 (Exhibit 4.8 to Registration statement on Form S-3 (No. 333-89683) filed April 13, 2000) 4.23 Registration Rights Agreement between The Shaar Fund Ltd. and ATSI dated February 22, 2000 (Exhibit 4.9 to Registration statement on Form S-3 (No. 333-89683) filed April 13, 2000) 4.24 Securities Purchase Agreement between ATSI and RGC International Investors, LDC dated October 11, 2000 (Exhibit 10.1 to Form 8-K filed October 18, 2000) 4.25 Certificate of Designation, Preferences and Rights of 6% Series E Cumulative Convertible Preferred Stock (Exhibit 10.2 to Form 8-K filed October 18, 2000) 4.26 Certificate of Correction of Certificate of Designation, Preferences and Rights of 6% Series E Cumulative Convertible Preferred Stock (Exhibit 10.3 to Form 8-K filed October 18, 2000) 4.27 2/nd/ Certificate of Correction of Certificate of Designation, Preferences and Rights of 6% Series E Cumulative Convertible Preferred Stock (Exhibit 10.4 to Form 8-K filed October 18, 2000) 4.28 Registration Rights Agreement between ATSI and RGC International Investors, LDC dated October 11, 2000 (Exhibit 10.5 to Form 8-K filed October 18, 2000) 4.29 Stock Purchase Warrant between ATSI and RGC International Investors, LDC dated October 11, 2000 (Exhibit 10.6 to Form 8-K filed October 18, 2000) 4.30 Certificate of Designation, Preferences and Rights of 15% Series F Cumulative Convertible Preferred Stock (Exhibit 4.30 to Annual Report on Form 10-K for the year ended July 31, 2001 filed October 30, 2001) 4.31 Securities Purchase Agreement between ATSI and "Buyers" dated March 21, 2001(Exhibit 4.31 to Annual Report on Form 10-K for the year ended July 31, 2001 filed October 30, 2001) 4.32 Stock Purchase Warrant between ATSI and "Buyers" dated March 23, 2001 (Exhibit 4.32 to Annual Report on Form 10-K for the year ended July 31, 2001 filed October 30, 2001) 84 4.33 Certificate of Designation, Preferences and Rights of 15% Series G Cumulative Convertible Preferred Stock (Exhibit 4.33 to Annual Report on Form 10-K for the year ended July 31, 2001 filed October 30, 2001) 4.34 Securities Purchase Agreement between ATSI and "Buyers"dated March 21, 2001(Exhibit 4.34 to Annual Report on Form 10-K for the year ended July 31, 2001 filed October 30, 2001 4.35 Stock Purchase Warrant between ATSI and "Buyers" dated March 21, 2001 (Exhibit 4.35 to Annual Report on Form 10-K for the year ended July 31, 2001 filed October 30, 2001) 10.1 Agreement with SATMEX (Agreement #095-1) (Exhibit 10.31 to Annual Report on Form 10-K for year ended July 31, 1998 (No. 000-23007)) 10.2 Agreement with SATMEX (Agreement #094-1) (Exhibit 10.32 to Annual Report on Form 10-K for year ended July 31, 1998 (No. 000-23007)) 10.3 Amendment to Agreement #094-1 with SATMEX (Exhibit 10.3 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed August 25, 2000) 10.4 Amendment to Agreement #095-1 with SATMEX (Exhibit10.4 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed August 25, 2000) 10.5 Bestel Fiber Lease (Exhibit 10.5 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.6 Addendum to Fiber Lease with Bestel, S.A. de C.V. (Exhibit 10.6 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed August 25, 2000) 10.7 Lease Finance Agreements between IBM de Mexico and ATSI-Mexico (Exhibit 10.21 to Amendment No. 1 to Registration statement on Form 10 (No. 023007) filed September 11, 1997) 10.8 Agreement between IBM de Mexico and ATSI-Mexico (Exhibit 10.8 to Annual Report on Form 10-K for year ended July 31, 2001 filed November 14, 2000) 10.9 Master Lease Agreement with NTFC (Exhibit 10.9 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.10 BancBoston Master Lease Agreement (Exhibit 10.10 to Amended Annual Report on Form 10-K for year ended July31, 1999 filed August 25, 2000) 10.11 Employment Agreement with Arthur L. Smith dated - February 28, 1997 (Exhibit 10.16 to Registration statement on Form 10 (No. 333-05557) filed August 22, 1997) 85 10.12 Employment Agreement with Arthur L. Smith dated September 24, 1998 (Exhibit 10.12 to Amended Annual Report on Form 10-K filed April 14, 2000) 10.13 Employment Agreement with Sandra Poole-Christal dated January 1, 1998 (Exhibit 10.15 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.14 Employment Agreement with H. Douglas Saathoff dated February 28, 1997 (Exhibit 10.17 to Registration statement on Form 10 (No. 333-05557) filed August 22, 1997) 10.15 Employment Agreement with H. Douglas Saathoff dated January 1, 2000 (Exhibit 10.19 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.16 Office Space Lease Agreement (Exhibit 10.14 to Registration statement on Form S-4 (No. 333-05557) filed June 7, 1996) 10.17 Amendment to Office Space Lease Agreement (Exhibit 10.14 to Registration statement on Form S-4 (No. 333-05557) filed June 7, 1996) 10.18 Commercial Lease with ACLP University Park SA, L.P. (Exhibit 10.23 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.19 Amendment to Commercial Lease with ACLP University Park SA, L.P. (Exhibit 10.24 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.20 Commercial Lease between GlobalSCAPE, Inc. and ACLP University Park SA, L.P (Exhibit 10.25 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.21 Amendment to Commercial Lease between GlobalSCAPE, Inc. and ACLP University Park SA, L.P (Exhibit10.26 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 10.22 Compensation Agreement between ATSI-Texas and James McCourt relating to Guarantee of Equipment Line of Credit by James McCourt (Exhibit 10.3 to Registration statement on Form 10 (No. 000-23007) filed on August 22, 1997) 10.23 Consulting Agreement with KAWA Consultores, S.A. de C.V. (Exhibit 10.28 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 11 Statement of Computation of Per Share Earnings (Exhibit 11 to Annual Report on Form 10-K for year ended July 31, 2001 filed October 30,2001) 86 22 Subsidiaries of ATSI (Exhibit 22 to Annual Report on Form 10-K for year ended July 31, 2000 filed October 30, 2001) 23 Consent of Arthur Andersen LLP) (Exhibit to this Annual Report on Form 10-K for year ended July 31, 2001 filed October 30, 2001) 99.1 FCC Radio Station Authorization - C Band (Exhibit 10.10 to Registration statement on Form S-4 (No. 333-05557) filed June 7, 1996) 99.2 FCC Radio Station Authorization - Ku Band (Exhibit 10.11 to Registration statement on Form 10 (No. 333-05557) filed June 7, 1996) 99.3 Section 214 Certification from FCC (Exhibit 10.12 to Registration statement on Form 10 (No. 333-05557) filed June 7, 1996) 99.4 Comercializadora License (Payphone License) issued to ATSI-Mexico (Exhibit 10.24 to Registration statement on Form 10 (No. 000-23007) filed August 22, 1997) 99.5 Network Resale License issued to ATSI-Mexico (Exhibit 10.25 to Registration statement on Form 10 (No. 000-23007) filed August 22, 1997) 99.6 Shared Teleport License issued to Sinfra (Exhibit 99.7 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 14, 2000) 99.7 Packet Switching Network License issued to SINFRA (Exhibit 10.26 to Registration statement on Form 10 (No. 000-23007) filed August 22, 1997) 99.8 Value-Added Service License issued to SINFRA(Exhibit 99.9 to Amended Annual Report on Form 10-K for year ended July 31, 1999 filed April 13, 2000) 87 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto authorized, in San Antonio, Texas on October 30, 2001. AMERICAN TELESOURCE INTERNATIONAL, INC. By: /s/ Arthur L. Smith ------------------- Arthur L. Smith Chief Executive Officer By: /s/ H. Douglas Saathoff ----------------------- Douglas Saathoff Senior Executive Vice President and Chief Financial Officer Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, this report has been signed below by the following persons in the capacities indicated on October 30, 2001. Signature Title --------- ----- /s/ ARTHUR L. SMITH Chairman of the Board, ------------------- Chief Executive Officer, Director (Principal Executive Officer) /s/ H. DOUGLAS SAATHOFF Chief Financial Officer and ----------------------- Senior Executive Vice President (Principal Accounting and Finance Officer) /s/ RICHARD C. BENKENDORF Director ------------------------- /s/ JOHN R. FLEMING Director ------------------- /s/ CARLOS K. KAUACHI Director ----------------------- /s/ MURRAY R. NYE Director ----------------- /s/ TOMAS REVESZ Director ------------------ /s/ STEPHEN M. WAGNER Director, Chief Operating --------------------- Officer 88