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Exhibit 2.2
[TECHTEAM LETTERHEAD]
NEWS RELEASE
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FOR IMMEDIATE RELEASE-- FEBRUARY 12, 1998 International Provider of
- ----------------------------------------- Computer Services
National TechTeam, Inc.
835 Mason Street, Suite 200
Dearborn, Michigan 48124 NASDAQ/NM - "TEAM"
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CONTACT:
NATIONAL TECHTEAM, INC. NATIONAL TECHTEAM, INC.
William F. Coyro, Jr. Lawrence A. Mills
Chief Executive Officer Chief Financial Officer
(313) 277-2277 (313) 277-2277
NATIONAL TECHTEAM, INC. ANNOUNCES REVENUES AND EARNINGS FOR THE FOURTH QUARTER
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AND CALENDAR YEAR 1997
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NATIONAL TECHTEAM ANNOUNCES COMPLETION OF CAPRICORN ACQUISTION
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DEARBORN, MICHIGAN, February 12, 1998...NATIONAL TECHTEAM INC., Nasdaq symbol
("TEAM"), today reported revenues and earnings for the fourth quarter and
calendar year 1997. For the quarter ended December 31, 1997, revenues were
$24,072,897, a 23.9% increase over the $19,430,946 reported for the fourth
quarter of 1996. Net income for the quarter was $32,673, compared with $76,411
for the corresponding quarter in 1996.
For the calendar year 1997, National TechTeam lost $1,381,229, or $0.09 per
share, on revenues of $86,453,025. This represents a 19.8% increase in revenues,
which were $72,186,156 in 1996. Earnings per share were $0.24 in 1996. The
reported results are preliminary, pending completion of an audit by the
Company's independent public accountants.
The strong growth in revenues reflected the increasing demand for all of
National TechTeam's computer services. Call Center Services revenues increased
31.4% to $11,039,723 from $8,403,208 in the fourth quarter 1996. The performance
in Call Center Services was driven by a 33.3% increase in contracts to 48, as
compared with 36 at the end of 1996. Call Center Services revenues increased
17.3% to $36,870,482 from $31,433,604 in 1996.
The performance in the Corporate Computer Services line contributed
significantly to overall results for the year. Revenues increased 18.2% to
$13,033,174 in the fourth quarter of 1997 from $11,027,738 in the fourth quarter
of 1996. Corporate Computer Services revenue increased 21.7% to $49,582,543 from
$40,752,552 in 1996.
In the fourth quarter 1997, TechTeam incurred legal and accounting fees
aggregating approximately $500,000 in connection with civil litigation and an
investigation by the Securities and Exchange Commission. Both of these commenced
in the third quarter 1997. These costs increased General and Administrative
expenses for the fourth quarter and calendar year 1997.
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[TECHTEAM LETTERHEAD]
NEWS RELEASE
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National TechTeam also announced that it has completed the acquisition all of
the capital stock of CAPRICORN CAPITAL GROUP, INC. ("Capricorn") in exchange for
a base consideration consisting of 350,000 unrestricted and 150,000 restricted
shares of TechTeam Common Stock plus a contingent payment based upon Capricorn's
earnings performance in the three-year period following the acquisition. The
transaction closed in January, 1998.
The foregoing contains forward-looking statements. The matters expressed in such
statements are subject to numerous uncertainties and risks including but not
limited to general economic conditions in the markets in which TechTeam
operates, fluctuation in demand for computer related services and products, the
success of actions taken to integrate Capricorn and TechTeam's business and
current expectations of TechTeam or its management. Should one or more of those
uncertainties or risks materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described as
forward-looking statements. TechTeam does not intend to update those
forward-looking statements.
CAPRICORN CAPITAL GROUP and its affiliate, Capricorn Integrated Technologies
Group ("CITG"), offer diverse products and services to customers seeking
simplified solutions in today's challenging business environment. Since 1980,
Capricorn Capital Group has been providing financing for high technology and
capital equipment in the United States and Canada. CITG provides all major
brands of computers, peripherals, and components for the corporate environment,
as well as custom configurations, installation, component level repair, monitor
repair, and remarketing services.
NATIONAL TECHTEAM, INC. is a leading provider of information technology
outsourcing support services to large national and multi-national corporations,
government agencies and service organizations. The Company offers its services
through two global units: (i) CALL CENTER SERVICES, which provides its clients
with inbound telephone support for their computer product and end-users and (ii)
CORPORATE COMPUTER SERVICES, which provides corporations with technical staffing
(principally on-site help desk support), systems integration, instructor-led and
computer-based training. National TechTeam is traded under the symbol "TEAM".
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[TECHTEAM LETTERHEAD]
NEWS RELEASE
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Quarter Ended December 31 1997 1996
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Revenues $ 24,072,897 $19,430,946
Income Before Tax Provisions 37,635 398,910
Tax Provisions 4,962 322,499
Net Income 32,673 76,411
Earnings Per Share
Basic $ 0.00 $ 0.00
Diluted $ 0.00 $ 0.00
Weighted Average Number of
Common Shares and Common Share
Equivalents Outstanding
15,762,867 15,186,650
Basic 16,364,514 15,818,178
Diluted
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Calendar Year 1997 1996
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Revenues $ 86,453,025 $72,186,156
Income Before Tax Provisions (1,862,131) 5,629,789
Tax Provisions (480,902) 2,583,599
Net Income (1,381,229) 3,046,190
Earnings Per Share
Basic ($ 0.09) $ 0.24
Diluted ($ 0.09) $ 0.23
Weighted Average Number of
Common Shares and Common Share
Equivalents Outstanding
Basic 15,663,716 12,534,564
Diluted 16,663,716 13,030,529
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Note: All 1996 amounts have been restated as set forth in the Company's Form 8-K
filed with the Securities and Exchange Commission on December 19, 1997.
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