Edgar Filing: TECHTEAM GLOBAL INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2002

[ ] 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 0-16284

TECHTEAM GLOBAL, INC.
---------------------
(Name of issuer in its charter)

DELAWARE 38-2774613
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

27335 W. 11 Mile Road, Southfield, MI 48034
--------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (248) 357-2866
--------------

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

[X] Yes [ ] No

The number of shares of the registrant's only class of common stock outstanding
at October 31, 2002 was 11,062,864.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ACTUAL RESULTS COULD
DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
CERTAIN FACTORS DESCRIBED IN THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2001 PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

TECHTEAM GLOBAL, INC.

FORM 10-Q

INDEX

PAGE
NUMBER
---------------------------------------------------------------------------------------------------------- ----------

PART I -- FINANCIAL INFORMATION
ITEM 1
Condensed Consolidated Statements of Operations (Unaudited) 3
Three and Nine Months Ended
September 30, 2002 and 2001

Condensed Consolidated Statements of Financial Position (Unaudited) 4 - 5
September 30, 2002 and December 31, 2001

Condensed Consolidated Statements of Cash Flows (Unaudited) 6
Nine Months Ended
September 30, 2002 and 2001

Notes to the Condensed Consolidated Financial Statements-- September 30, 2002 (Unaudited) 7 - 10

ITEM 2

Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 17

ITEM 4

Controls and Procedures

PART II -- OTHER INFORMATION

ITEM 1

Legal Proceedings 17

ITEM 5

Other Information 17

ITEM 6

Exhibits and Reports on Form 8-K 17 - 18

Signatures 19

PART 1 -- FINANCIAL INFORMATION

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

ITEM 1 -- FINANCIAL STATEMENTS

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------- ------------ ------------- -------------
(In thousands, except per share data)

REVENUES
Corporate Services
Corporate help desk services....................... $ 14,948 $ 12,202 $ 43,676 $ 37,692
Technical staffing................................. 2,468 3,575 7,870 11,588
Systems integration................................ 1,480 1,413 5,926 4,523
Training programs.................................. 241 386 824 1,706
------------- ------------ ------------- -------------
Total Corporate Services.............................. 19,137 17,576 58,296 55,509
Leasing Operations.................................... 1,995 4,591 7,685 15,693
------------- ------------ ------------- -------------
TOTAL REVENUES............................................ 21,132 22,167 65,981 71,202
COST OF SERVICES DELIVERED................................ 15,613 18,163 50,138 55,744
------------- ------------ ------------- -------------
GROSS PROFIT.............................................. 5,519 4,004 15,843 15,458
------------- ------------ ------------- -------------
OTHER EXPENSES
Selling, general, and administrative.................. 4,227 5,625 12,551 16,949
Michigan Single Business Tax.......................... 225 240 675 750
------------- ------------ ------------- -------------
TOTAL OTHER EXPENSE....................................... 4,452 5,865 13,226 17,699
------------- ------------ ------------- -------------

Operating income (loss)................................... 1,067 (1,861) 2,617 (2,241)
------------- ------------ ------------- -------------

Interest income........................................... 238 301 712 947
Interest expense.......................................... (64) (506) (148) (934)
------------- ------------ ------------- -------------
NET OTHER INCOME (EXPENSE)................................ 174 (205) 564 13
------------- ------------ ------------- -------------

Income (loss) before income taxes......................... 1,241 (2,066) 3,181 (2,228)
Income tax provision (credit)............................. 545 (171) 1,425 355
------------- ------------ ------------- -------------
Income before cumulative effect of accounting change...... 696 (1,895) 1,756 (2,583)
Cumulative effect of accounting change-- Note F........... - - 1,123 -
------------- ------------ ------------- -------------
NET INCOME (LOSS)......................................... $ 696 $ (1,895) $ 633 $ (2,583)
============= ============ ============= =============
BASIC EARNINGS (LOSS) PER SHARE
Income (loss) before cumulative effect of accounting
change.................................................... $ .06 $ (.18) $ .16 $ (.24)
Cumulative effect of accounting change ................... - - (.10) -
------------- ------------ ------------- -------------
Total basic earnings (loss) per share .................... $ .06 $ (.18) $ .06 $ (.24)
============= ============ ============= =============
DILUTED EARNINGS (LOSS) PER SHARE
Income (loss) before cumulative effect of accounting
change.................................................... $ .06 $ (.18) $ .16 $ (.24)
Cumulative effect of accounting change ................... - - (.10) -
------------- ------------ ------------- -------------
Total diluted earnings (loss) per share .................. $ .06 $ (.18) $ .06 $ (.24)
============= ============ ============= =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
AND COMMON SHARE EQUIVALENTS OUTSTANDING
Basic................................................. 10,980 10,606 10,967 10,585
Net effect of dilutive stock options.................. 230 0 138 0
------------- ------------ ------------- -------------
Diluted............................................... 11,210 10,606 11,105 10,585
============= ============ ============= =============

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

NET INCOME (LOSS), AS SET FORTH ABOVE..................... $ 696 $ (1,895) $ 633 $ (2,583)
Foreign currency translation adjustments.................. 19 179 314 (22)
------------- ------------- ------------- -------------
COMPREHENSIVE INCOME (LOSS)............................... $ 715 $ (1,716) $ 947 $ (2,605)
============= ============= ============= =============

See accompanying notes.

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)

SEPTEMBER 30, DECEMBER 31,
ASSETS 2002 2001
---------------------------------------------------------------------------- --------------- ----------------
(In thousands)

CURRENT ASSETS
Cash and cash equivalents.............................................. $ 36,184 $ 30,251
Securities available for sale.......................................... 8,620 5,321
Accounts receivable (less allowances of $349 at
September 30, 2002 and $433 at December 31, 2001)................... 17,436 17,721
Refundable taxes....................................................... 906 2,693
Inventories of off-lease equipment (less reserves of $1,926 at
September 30, 2002 and $1,078 at December 31, 2001)................. 2,187 304
Prepaid expenses and other............................................. 962 1,281
Deferred income tax.................................................... 1,369 1,230
--------------- ----------------
TOTAL CURRENT ASSETS....................................................... 67,664 58,801

PROPERTY, EQUIPMENT, AND PURCHASED SOFTWARE
Computer equipment and office furniture................................ 17,962 16,125
Purchased software..................................................... 9,354 8,610
Leasehold improvements................................................. 3,492 3,096
Transportation equipment............................................... 286 213
--------------- ----------------
31,094 28,044
Less-- Accumulated depreciation and amortization....................... (21,943) (19,371)
--------------- ----------------
9,151 8,673

OTHER ASSETS
Assets of leasing operations, net of amortization (less reserves of
$759 at September 30, 2002 and $1,940 at December 31, 2001)......... 4,883 15,705
Intangibles (less accumulated amortization of $16,719 at
September 30, 2002 and $14,938 at December 31, 2001)................ 1,651 3,432
Deferred income tax.................................................... 276 276
Loans receivable....................................................... 47 77
Other.................................................................. 150 157
--------------- ----------------
7,007 19,647
--------------- ----------------
TOTAL ASSETS............................................................... $ 83,822 $ 87,121
=============== ================

See accompanying notes.

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Continued)
(UNAUDITED)

SEPTEMBER 30, DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2002 2001
---------------------------------------------------------------------------- --------------- ----------------
(In thousands)

CURRENT LIABILITIES
Accounts payable....................................................... $ 1,005 $ 1,981
Accrued payroll, related taxes and withholdings........................ 3,667 2,762
Deferred revenues...................................................... 510 1,184
Accrued expenses and taxes............................................. 1,091 1,097
Current portion of notes payable....................................... 757 4,605
Other.................................................................. 2 117
--------------- ----------------
TOTAL CURRENT LIABILITIES.................................................. 7,032 11,746

LONG-TERM LIABILITIES...................................................... 435 805

SHAREHOLDERS' EQUITY
Preferred stock, par value $.01, 5,000,000 shares authorized,
none issued
Common stock, par value $.01, 45,000,000 shares authorized,
issued -- 16,791,000 and 16,723,000 shares at
September 30, 2002 and December 31, 2001, respectively.............. 167 167
Additional paid-in capital............................................. 108,883 108,212
Retained earnings...................................................... 1,472 839
Accumulated other comprehensive gain (loss)-- foreign currency
translation adjustment.............................................. 87 (227)
--------------- ----------------
110,609 108,991
Less -- Treasury stock (5,814,136 and 5,828,374 shares
at September 30, 2002 and December 31, 2001, respectively).......... (34,254) (34,421)
--------------- ----------------
Total shareholders' equity............................................. 76,355 74,570
--------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................. $ 83,822 $ 87,121
=============== ================

See accompanying notes.

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------
2002 2001
-------------- ---------------
(In thousands)

OPERATING ACTIVITIES
Income (loss) before cumulative effect of accounting change........... $ 1,756 $ (2,583)
Adjustments to reconcile to net cash provided by
operating activities:
Depreciation and amortization................................... 9,153 17,300
Non-cash stock option compensation expense...................... 441 -
Treasury stock contributed to 401(k) plan and other............. 120 536
Changes in operating assets and liabilities..................... (499) 2,294
-------------- ---------------
Net cash provided by operating activities.......................... 10,971 17,547

INVESTING ACTIVITIES
Disposal of leased equipment.......................................... 4,585 2,237
Purchase of marketable securities..................................... (3,299) (1,027)
Purchase of property, equipment, and software, net.................... (3,031) (1,288)
Decrease in investment in direct financing leases and residuals....... 295 2,542
Decrease in loans receivable.......................................... 29 875
Acquisition of assets................................................. - 250
Other................................................................. (55) (2)
-------------- ---------------
Net cash provided by (used in) investing activities................ (1,476) 3,587

FINANCING ACTIVITIES
Payments on notes payable, net........................................ (4,155) (7,346)
Proceeds from issuance of Company common stock........................ 335 -
Purchase of Company common stock...................................... (57) (609)
Other................................................................. 315 5
-------------- ---------------
Net cash used in financing activities.............................. (3,562) (7,950)
-------------- ---------------
Increase in cash and cash equivalents.............................. 5,933 13,184
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.......................... 30,251 15,995
-------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................................ $ 36,184 $ 29,179
============== ===============

See accompanying notes.

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The accompanying unaudited consolidated financial statements have been prepared
by TechTeam Global, Inc. ("TechTeam" or "Company") in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the nine-month period ended September 30, 2002
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company and
Subsidiaries' annual report on Form 10-K for the year ended December 31, 2001.

Certain reclassifications have been made to the 2001 financial statements in
order to conform to the 2002 financial statement presentation.

NOTE A -- EARNINGS PER SHARE

Earnings per share is computed using the weighted average number of common
shares and common share equivalents outstanding. Common share equivalents
consist of stock options and are calculated using the treasury stock method.

The number of fully diluted shares fell from 11,247,714 for the second quarter
of 2002 to 11,210,483 for the third quarter of 2002. This resulted from an
increase of approximately 40,000 weighted average shares outstanding offset by a
decrease of approximately 77,000 dilutive stock options.

NOTE B -- REVENUES FROM MAJOR CLIENTS

Revenues from clients that represented ten percent or more of total revenue are
as follows:

2002 2001
-------------------------------- --------------------------------
PERCENT OF PERCENT OF
AMOUNT TOTAL AMOUNT TOTAL
-------------- --------------- -------------- ---------------
(In thousands except percent of total data)

THREE MONTHS ENDED SEPTEMBER 30
Ford Motor Company...................... $ 10,751 50.9 % $ 10,096 45.5 %
DaimlerChrysler......................... 3,183 15.1 % 3,938 17.7 %

NINE MONTHS ENDED SEPTEMBER 30
Ford Motor Company...................... $ 32,872 49.8 % $ 30,482 42.8 %
DaimlerChrysler......................... 9,763 14.8 % 12,963 18.2 %

NOTE C -- LEGAL PROCEEDINGS

Refer to Part II, Item 1 for a description of legal proceedings.

NOTE D -- STOCK REPURCHASE

In August 2002, the Company announced a stock repurchase program to repurchase
up to 2,000,000 shares of common stock. In September 2002, the Company
repurchased 8,400 shares for $57,425, inclusive of commission expense, under
this program.

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE E -- SEGMENT REPORTING

TechTeam operates in the information technology and business process outsourcing
support services industry: Corporate Services are comprised of Help Desk
Services, Technical Staffing, Systems Integration, and Training Programs.

Financial information for the Company's business segments is as follows:

CORPORATE SERVICES
-----------------------------------------------------------------
CORPORATE
HELP DESK TECHNICAL SYSTEMS TRAINING LEASING
SERVICES STAFFING INTEGRATION PROGRAMS TOTAL OPERATIONS TOTAL
------------ ----------- ----------- ------------ ------------ ------------ ------------
(In thousands)

THREE MONTHS ENDED
SEPTEMBER 30, 2002
Revenues................... $ 14,948 $ 2,468 $ 1,480 $ 241 $ 19,137 $ 1,995 $ 21,132
Gross profit............... 4,188 408 324 58 4,978 541 5,519
Depreciation and
amortization........... 727 4 1 2 734 1,294 2,028
Expenditures for property.. 426 3 1 2 432 - 432

THREE MONTHS ENDED
SEPTEMBER 30, 2001
Revenues................... $ 12,202 $ 3,575 $ 1,413 $ 386 $ 17,576 $ 4,591 $ 22,167
Gross profit (loss)........ 3,462 612 453 77 4,604 (600) 4,004
Depreciation and
amortization........... 511 105 4 12 632 3,794 4,426
Expenditures for property.. 47 - - - 47 - 47

NINE MONTHS ENDED
SEPTEMBER 30, 2002
Revenues................... $ 43,676 $ 7,870 $ 5,926 $ 824 $ 58,296 $ 7,685 $ 65,981
Gross profit............... 11,970 1,219 1,468 168 14,825 1,018 15,843
Depreciation and
amortization........... 2,130 17 6 6 2,159 5,955 8,114
Expenditures for property.. 2,097 15 5 6 2,123 - 2,123

NINE MONTHS ENDED
SEPTEMBER 30, 2001
Revenues................... $ 37,692 $ 11,588 $ 4,523 $ 1,706 $ 55,509 $ 15,693 $ 71,202
Gross profit............... 11,271 2,021 1,581 251 15,124 334 15,458
Depreciation and
amortization........... 1,537 316 11 56 1,920 12,733 14,653
Expenditures for property.. 840 120 5 - 965 - 965

SEGMENT ASSETS
September 30, 2002......... $ 16,839 $ 1,988 $ 1,476 $ 221 $ 20,524 $ 9,950 $ 30,474
December 31, 2001.......... 14,575 2,307 2,803 518 20,203 19,647 39,850

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE E-- SEGMENT REPORTING (continued)

Geographic information is presented in the table below:

GEOGRAPHIC INFORMATION
REVENUE
--------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- --------------------------------
2002 2001 2002 2001
--------------- --------------- --------------- ---------------
(In thousands)

United States................................... $ 16,421 $ 19,063 $ 53,710 $ 62,163
Europe 4,711 3,104 12,271 9,039
--------------- --------------- --------------- ---------------
Total........................................... $ 21,132 $ 22,167 $ 65,981 $ 71,202
=============== =============== =============== ===============

ASSETS
---------------------------------
SEPTEMBER 30, DECEMBER 31,
2002 2001
--------------- ---------------
(In thousands)

United States.................................. $ 76,690 $ 81,676
Europe 7,132 5,445
--------------- ---------------
Total.......................................... $ 83,822 $ 87,121
=============== ===============

A reconciliation of the totals reported for the operating segments to the
applicable line item in the consolidated financial statements is as follows:

NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
2002 2001
--------------- ---------------
(In thousands)

Depreciation and amortization
Total for reportable segments...................................... $ 8,114 $ 14,653
Corporate assets................................................... 1,039 2,647
--------------- ---------------
Total depreciation and amortization............................. $ 9,153 $ 17,300
=============== ===============

SEPTEMBER 30, DECEMBER 31,
2002 2001
--------------- ---------------
(In thousands)

Assets
Total assets for reportable segments............................... $ 30,474 $ 39,850
Corporate assets................................................... 53,348 47,271
--------------- ---------------
Total assets.................................................... $ 83,822 $ 87,121
=============== ===============

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE F -- EFFECTS OF ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
(SFAS 142). Under SFAS 142, goodwill and indefinite lived intangible assets are
no longer amortized but are reviewed annually for impairment, or more frequently
if impairment indicators arise. Separable intangible assets that have finite
lives will continue to be amortized over their useful lives. In the fourth
quarter of 2001, TechTeam announced that $1.1 million of goodwill related to
leasing operations would become impaired after adoption of SFAS 142. As of
January 1, 2002 the Company adopted SFAS 142. Accordingly, the Company has taken
a charge of $1.1 million in the first quarter of 2002. Under SFAS 142, the
charge recognized upon adoption of the statement is reported as the cumulative
effect of an accounting change. Reported income and earnings per share adjusted
to exclude goodwill amortization is as follows:

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2002 2001 2002 2001
---------- ------------ ---------- ------------
(In thousands)

Reported income (loss) before cumulative effect of
accounting change ............................................ $ 696 $ (1,895) $ 633 $ (2,583)
Add back goodwill amortization ................................... - 408 - 977
---------- ------------ ---------- ------------
Adjusted income (loss) before cumulative effect of
accounting change ............................................ $ 696 $ (1,487) $ 633 $ (1,606)
========== ============ ========== ============

Basic and diluted earnings per share:
Income (loss) before cumulative effect of
accounting change as reported ............................. $ .06 $ (.18) $ .06 $ (.24)
Goodwill amortization ........................................ - .04 - .09
---------- ------------ ---------- ------------
Income (loss) before cumulative effect of
accounting change as adjusted ............................. $ .06 $ (.14) $ .06 $ (.15)
========== ============ ========== ============

NOTE G -- EXECUTIVE STOCK OPTIONS

As previously disclosed in the Company's 2002 Proxy Statement and other filings
with the U.S. Securities and Exchange Commission, TechTeam Global, Inc. and its
President and Chief Executive Officer, Dr. William F. Coyro, Jr., entered into
an employment agreement on August 9, 2001. The terms of the agreement provide
for TechTeam Global, Inc. stock options granted to Dr. Coyro to become
exercisable on September 30, 2002, with the number of stock options exercisable
determined by the average closing price of the Company's common stock during the
month of September 2002. The actual number of stock options that became
exercisable by Dr. Coyro under this formula was 100,000. Pursuant to this
options grant in his employment agreement, Dr. Coyro exercised his option to
purchase 80,000 shares on October 10, 2002 and an additional 10,000 shares on
October 28, 2002.

Accounting Principles Board Opinion No. 25 requires that the Company accrue as
expense a charge that is determined by multiplying the number of options
actually awarded by the difference in the stock price at the time the number of
options become determined and the strike price for the option. Accordingly, the
Company has taken a charge of $410,000, which represents 100,000 options
multiplied by $6.85 (closing price of the stock on October 1, 2002) less $2.75
(the strike price). $408,000 of this expense was accrued in the second quarter,
and an additional $2,000 in expense was recorded in the third quarter. These
charges are recorded under selling, general, and administrative expenses.

TECHTEAM GLOBAL, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Certain of the statements contained in this report that are not historical facts
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. Our actual results may differ materially from those
included in the forward-looking statements. We caution readers not to place
undue reliance on these forward-looking statements, which reflect management's
opinions only as of the date hereof. We do not undertake an obligation to revise
or publicly release the results of any revisions to these forward-looking
statements. You should carefully review the risk factors described in other
documents the Company files from time to time with the SEC, including the Annual
Report on Form 10-K for the fiscal year ended December 31, 2001.

OVERVIEW

TECHTEAM GLOBAL, INC. ("TechTeam" or "Company") is a global provider of
information technology and business process outsourcing support services to
entities, including Fortune 1000 companies, multinational companies, product
providers, and governments. These services are provided with a
single-point-of-contact philosophy centralized on TechTeam's help desk support
services. TechTeam also offers other services, including technology deployment
and migration services, consulting, systems integration, training, and technical
staffing. TechTeam provides support services in Europe through its subsidiaries:
TechTeam Europe, NV/SA; TechTeam Europe, Ltd.; TechTeam Europe, GmbH; and
TechTeam Europe, AB.

TechTeam Global, Inc., is incorporated under the laws of the State of Delaware.
The Company's common stock is traded on the Nasdaq National Stock Market under
the symbol "TEAM". TechTeam's client base includes Ford Motor Company,
DaimlerChrysler, Deere & Company, Cendant Corporation, Liberty Mutual Insurance
Company, Schering-Plough Research Institute, and other companies in the
manufacturing, pharmaceutical, office equipment, insurance, logistics,
hospitality, food service, and retail industries.

CORPORATE SERVICES

TechTeam's Corporate Services primarily consist of technical help desk services,
technical staffing, systems integration, and training programs, integrated to
provide total and flexible solutions for its customers.

HELP DESK SERVICES

TechTeam's help desk solutions provide corporate end users with around-the-clock
technical support from the customer's facilities or from TechTeam's help desk
sites. TechTeam supports the full range of a client's IT and business process
infrastructure, from network environments to computing systems, and from
shrink-wrap applications to advanced proprietary and acquired application
systems. TechTeam's flexibility and business processes enable it to tailor its
delivery to meet the needs of supporting the customer's IT environment,
including proprietary business applications.

TechTeam follows a "single-point-of-contact" (SPOC) model to enable the customer
to consolidate its incident resolution support functions into a centralized help
desk. TechTeam's technicians are specially trained in the customer's products
and applications to diagnose problems and answer technical questions. The
Company's technicians answer questions and diagnoses technical problems ranging
from application features and functionality to wide area network failures. If
the technician is not able to resolve the problem with the end user, the call is
escalated to the appropriate resource to solve the problem. Data collected by
TechTeam technicians show trends in IT usage and trouble spots. TechTeam
implements advanced data analytics to identify the cause(s) of problem areas.
From this analysis, TechTeam offers improvement opportunities to its customers.

Given the current economic environment and the competitive pressures facing our
industry, we have experienced downward pressure on our pricing levels from
certain customers this year. While this has resulted in a reduction in revenue
derived from these customers, we believe we are succeeding at maintaining our
gross margin levels as the

result of productivity gains and managerial efficiencies. Historically, TechTeam
has provided its help desk solutions to its customers on a fixed price per the
number of technicians providing the service. While we still provide this model
of service for some of our customers, we have successfully moved many of our
contracts to pricing models based upon the number of incidents handled by its
technicians, on a per end-user seat managed, or on a managed service basis. Our
experience has demonstrated that these models provide us with more control over
the staffing levels and provide us with greater control over our cost of
providing the services. We anticipate the price pressure will continue.

The Company operates major help desks in the United States from its Southfield
and Dearborn, Michigan and Davenport, Iowa locations. From its facility in
Brussels, Belgium, TechTeam has the capability to provide multilingual help desk
support for its customers in as many as 20 languages. TechTeam also provides
help desk services from many of its customers' sites.

As end users often want different channels of communications to resolve problems
other than the telephone, the Company has invested in and developed an
integrated, Internet-enabled, help desk technology tool, called TechTeam's
Support Portal. From the Support Portal web site, an individual seeking support
may access a knowledge base to obtain solutions to problems, submit a problem
for resolution to a support technician, or check the status of a help desk
incident. TechTeam's incident management tool, the Global Call Center, has been
integrated with knowledge management and solution products licensed from a
number of leading software vendors. TechTeam's customer management section of
the Support Portal provides the customer with access to detailed performance
reports and other management tools. The Support Portal's knowledge management,
data analytics, computer diagnostics, and tracking technology are designed to
help increase the Company's efficiency in providing support, improving the end
user's experience with the help desk, and enabling TechTeam's customers to
benefit from lower cost and improved efficiency.

TechTeam has deployed the Support Portal technology internally and with many of
its existing customers. The technology has improved the efficiency of TechTeam's
service delivery. The Support Portal is an important part of the Company's help
desk solutions.

Our European operations continue to grow at a rapid pace, and as a result, the
European operations' revenue of $12.3 million now represents 21.0% of our
revenues excluding leasing revenue, up from $9.0 million and 16.3% in the same
period in 2001. Our multilingual help desks in Brussels, Belgium are
demonstrating revenue growth during the same time period of $1.4 million or
28.6%. This growth is attributable to the stability of the customer base and a
steady stream of new customer relationships. For example, we support the
electronic data capture business process (EDC) for Schering-Plough out of its
Brussels facility. Currently, the Company is adding EDC support for more
pharmaceutical customers.

In March 2002, we established TechTeam Europe, AB, our Swedish subsidiary.
WM-Data, a leading provider of IT outsourcing services in the Nordic region, was
awarded a contract with Volvo to provide a managed IT outsourcing service.
TechTeam Europe, AB will be providing SPOC services to Volvo through WM-Data. We
have begun staffing for the anticipated launch of the support services with
Volvo, and we envision steady growth in our Swedish operations through the first
five months in 2003.

We are committed to the further growth and development of our European
operations, and we believe that Europe will provide a large portion of our
revenue growth in 2003.

TECHNICAL STAFFING

The Company maintains a staff of trained technical personnel to provide IT and
business process support to its clients at their facilities. The Company
recruits a technically proficient employee base. TechTeam enhances its
employees' proficiency by providing access to its technical training programs.
Training in new technology; in advanced operating systems like Windows 2000, XP,
and Unix; and in sophisticated applications such as SAP and PeopleSoft allows
TechTeam to provide its customers with highly skilled professionals trained and
certified in the latest technology.

Further, the technical staffing business helps TechTeam to provide its employees
with a diverse career path. As help desk technicians learn technology and use
the Company's internal training programs, they can be migrated to technical
staffing positions where they can increase their compensation and knowledge,
while the Company retains its most valuable resources. TechTeam considers its
career pathing program to be a competitive advantage relative to other staffing
and help desk service providers and an excellent tool to prevent employee
turnover.

SYSTEMS INTEGRATION

TechTeam provides systems integration, technology deployment, and implementation
services from project planning and management to full-scale network server and
workstation installations. TechTeam offers a wide range of information
technology services for the customer, ranging from desk-side support to network
monitoring. Through its TechTeam Cyntergy, L.L.C. subsidiary, the Company offers
deployment, training, and implementation services to entities in hospitality,
retail, and food service industries throughout the United States.

TRAINING

TechTeam provides custom training and documentation solutions that include a
wide spectrum of options including computer-based training (CBT), distance
learning, course catalogs, registration, instructional design consultants,
customized course materials, certified trainers, evaluation options, desk-side
tutorials, and custom reports. The Company provides customized training programs
for many of its customers' proprietary applications.

EQUIPMENT LEASING

TechTeam Capital Group, L.L.C. (Capital Group) previously wrote leases for
computer, telecommunications, and other types of capital equipment, with initial
lease terms ranging from 2 to 5 years. Effective March 31, 2000, TechTeam
restructured Capital Group. At that time, the majority of the Capital Group
staff was terminated, and Capital Group ceased actively looking for new leasing
opportunities. Capital Group is currently running out its lease portfolio. With
the exception of renewals of existing leases, the majority of the portfolio will
run off by the end of the second quarter 2003. The Company cannot predict how
many lease renewals it will receive or for how long they will be in effect.

RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO SEPTEMBER 30, 2001

Revenues decreased 5% to $21.1 million from $22.2 million. This decline was
entirely due to a decrease in revenues from leasing operations from $4.6 million
in 2001 to $2.0 million in 2002, a reduction of 57%. This decrease is due to the
Company's decision to discontinue actively seeking new leasing business and to
manage the winding down of its leasing portfolio. The Company anticipates the
trend of lower leasing revenues will continue over the next year depending on
the size and duration of renewals. Revenues from corporate help desk services
increased 23% to $14.9 million from $12.2 million, primarily due to growth in
business with our existing customers, including Ford Motor Company. Revenues
from systems integration services grew 5%, from $1.4 million in 2001 to $1.5
million in 2002, largely due to new business resulting from the acquisition of
certain assets of Cyntergy Corporation in September 2001. Revenues from
technical staffing declined 31% to $2.5 million from $3.6 million, principally
as the result of aggressive cost reductions imposed on the Company by our
customers. Revenues from the provision of training programs decreased 38%, from
$0.4 million to $0.2 million, due to discontinuance of training contracts.

Gross profit as a percentage of sales increased to 26.1% from 18.1%. This
increase was primarily due to an increase in gross profit margins from the
Company's leasing operations to 27.1% from 13.1%. The increase of $1,141,000 in
leasing operations was due to a $211,000 reduction in lease reserves in 2002
versus an increase in lease reserves of $673,000 in 2001, a note receivable
reserve increase of $116,000 in 2001, and a reduction in depreciation expense
for leased assets on renewed leases.

Selling, general, and administrative expense declined 25% to $4.2 million from
$5.6 million. The expense decrease is partially due to cost containment efforts
and expense reduction initiatives implemented during 2002, which reduced
facility expense by $235,000 and outside services expense by $90,000. Also, the
Company adopted SFAS 142 as of January 1, 2002. Consequently, the Company did
not realize any goodwill amortization expense during 2002; the Company had
recognized $408,000 in goodwill amortization during the third quarter of 2001.
The $5.6 million of expense in 2001 also included severance payments of $140,000
for administrative employees terminated, write-offs of $215,000 for remaining
goodwill and equity interest of prior acquisitions determined to be impaired,
increased bad debt expense of $141,000, and a $95,000 loss related to the
write-off of a supply agreement no longer being used.

Interest income declined from $301,000 in the third quarter 2001 to $238,000 in
the current period as a result of reduced returns from the Company's cash
investments. The decline in our investment yield is consistent with the overall
decline in market interest rates and returns. Interest expense decreased
significantly, from $506,000 to

$64,000, due to the estimated interest of $310,000 from an underpayment of prior
years' federal income taxes in 2001 and the continuing reduction in outstanding
debt related to the Company's leasing operations.

The consolidated income tax provision includes a tax provision for European
operations based on effective tax rates, which are not significantly different
than the statutory rates, and includes a provision for U.S. operations based on
an effective tax rate that differs from the statutory rate due to certain
nondeductible items.

RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO SEPTEMBER 30, 2001

Revenues decreased 7% to $66.0 million from $71.2 million. This decline was
primarily due to a substantial decrease in revenue from leasing operations from
$15.7 million in 2001 to $7.7 million in 2002, a reduction of 51%. This decrease
is due to the Company's decision to discontinue actively seeking new leasing
business and to manage the winding down of its leasing portfolio. The Company
anticipates the trend of lower leasing revenues will continue over the next year
depending on the size and duration of renewals. Revenues from corporate help
desk services increased 16% to $43.7 million from $37.7 million due to growth in
business with our existing customers, primarily Ford Motor Company and new
business acquired in the Cyntergy asset acquisition in September 2001. Revenues
from systems integration services grew 31%, from $4.5 million in 2001 to $5.9
million in 2002, primarily due to growth of the Company's customer base
associated with the Cyntergy asset acquisition. Revenues from technical staffing
decreased 32% to $7.9 million from $11.6 million as a result of price
concessions granted to existing customers and reductions in placements. Revenues
from the provision of training programs declined 52%, from $1.7 million to $0.8
million, primarily due to discontinuance of training contracts with Sun
Microsystems, Inc. and with one of the Company's major automotive customers.

Gross profit as a percentage of sales increased to 24.0% from 21.7%. This
increase was primarily due to an increase in gross profit margins from the
Company's leasing operations to 13.3% from 2.1%. The increase of $684,000 was
due to a $211,000 reduction in lease reserves in 2002 versus an increase in
lease reserves of $673,000 in 2001, a note receivable reserve of $116,000 in
2001, and a reduction in depreciation expense for leased assets on renewed
leases. Further, the leasing operation reduced its staffing costs by $200,000 in
2002 through staff reductions executed in 2001, and a reduction in costs by
$95,000 through subletting its facilities in 2002. These improvements in gross
profit margin were partially offset by a $872,000 loss on the disposal of lease
equipment in 2002.

Selling, general, and administrative expense declined 26% to $12.6 million from
$16.9 million. The expense decrease is partially due to aggressive cost
containment efforts and expense reduction initiatives implemented during 2002
that reduced payroll and benefits expense by $1,140,000, facility expense by
$510,000, outside services expense by $182,000, and employee recruiting expense
by $169,000. These decreases were partially offset by the non-cash charge of
$410,000 resulting from the variable stock option grant made to the Company's
President and Chief Executive Officer, pursuant to an employment agreement
entered into on August 9, 2001. Also, the Company adopted SFAS 142 as of January
1, 2002. Consequently, the Company did not realize any goodwill amortization
expense during 2002. The Company recognized $977,000 in goodwill amortization
during the first nine months of 2001. The $16.9 million of expense in 2001 also
included a net settlement of $370,000 related to earn-out and release agreements
with former officers of TechTeam Capital Group, severance payments of $260,000
for terminated administrative employees, increased bad debt expense of $244,000,
write-offs of $200,000 for remaining goodwill and equity interest of prior
acquisitions determined to be impaired, an $87,000 loss on disposal of assets
due to the closing of a call center office, amortization expense of $286,000,
and a $95,000 loss related to the write-off of a supply agreement no longer
being used. In addition, a $165,000 write down was taken due to the Company's
decision to cease making payments on insurance contracts for an officer of the
Company.

Interest income declined from $947,000 in 2001 to $712,000 in the current period
as a result of reduced returns from the Company's cash investments. The decline
in our investment yield is consistent with the overall decline in market
interest rates and returns. Interest expense decreased significantly, from
$934,000 to $148,000, due to the estimated interest of $310,000 from an
underpayment of prior years' federal income taxes in 2001 and the continuing
reduction in outstanding debt related to the Company's leasing operations.

LEASING OPERATIONS

As previously disclosed, TechTeam Capital Group (Capital Group) is running out
its lease portfolio. Capital Group ceased writing new leases in June of 2000.
While there are a few leases whose original lease termination dates extend
through March of 2005, the vast majority of the lease terminations will occur
before May of 2003. The future revenue stream for these remaining leases is
anticipated to be $1.7 million.

Despite the decision to discontinue writing new leases, continued effort is
required to obtain value from the lease portfolio. Capital Group seeks to obtain
value by extending leases on a month-to-month basis or for a fixed term, selling
lease equipment before its original lease term expires, and selling off-lease
equipment from its inventories.

During the third quarter, Capital Group received renewals, either for a stated
term or month-to-month, for approximately 14% of the equipment scheduled to come
off lease. We have not estimated additional revenues for future lease renewals
as it is not possible for us to predict how many lease renewals we will receive
or for how long they will be in effect.

As Capital Group runs out the lease portfolio, these performing lease assets,
and their associated residual reserves, are transferred to the inventories
account. Currently, the inventories of off-lease assets of $4.1 million have a
reserve of $1.9 million for an adjusted value of $2.2 million.

The performing lease assets of $4.6 million have a reserve of $759,000 for an
adjusted value of $3.9 million. During the fourth quarter of 2002, Capital Group
estimates that lease assets with a residual value of $1.1 million and a reserve
of $186,000, for a net of $853,000, will come off lease and transfer to
inventories.

During the first nine months of 2002, Capital Group sold lease assets with a net
book value of $755,000 prior to the conclusion of the lease term for $630,000, a
loss of $125,000. During the first nine months of 2002, Capital Group sold
assets from its inventories with a net book value of $1.6 million for $815,000,
for a loss of $747,000. During the third quarter of 2002, Capital Group
significantly improved its sales of its asset inventories by selling assets with
a net book value of $465,000 for $354,000, a loss of $111,000. Capital Group
currently sells assets itself and uses equipment brokers to sell assets. Capital
Group and its brokers sell assets to both retail and wholesale customers.

The determination of the value of the performing lease assets and the off-lease
equipment inventories is the most significant financial risk faced by Capital
Group. The $1.9 million reserve for the off-lease inventories is 47% of the $4.1
million inventory amount. Capital Group has a $759,000 residual reserve for the
lease assets currently on lease, or 16% of the $4.6 million of current book
value of these leased assets. The lease assets reserve percentage of 16% is
expected to rise as these assets continue to depreciate over their useful lives
under their lease terms. Capital Group is also evaluating the use of additional
sales channels in order to improve the value obtained for its assets.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

DEFERRED INCOME TAXES

At September 30, 2002, the Company had deferred tax assets of $1.4 million,
primarily related to alternative minimum tax credit carry forwards in the United
States, which do not expire. Realization of the deferred tax assets depends upon
sufficient levels of future taxable income. Based on historical and expected
future taxable income, the Company believes it is more likely than not that
deferred tax assets will be realized. If at any time the Company believes that
current or future taxable income will not support the realization of deferred
tax assets, a valuation allowance would be provided.

INVENTORIES

Inventories consist of equipment retained by the Company subsequent to the end
of the lease term to be resold. Such off-lease equipment is valued at the lower
of estimated market value at lease termination or current market value. The
values of inventories are impacted by a number of factors, including the speed
of technological change and the market for used computer equipment. Valuation
reserves against depreciated cost of off-lease equipment inventories amounted to
$1.9 million at September 30, 2002 and $1.0 million at December 31, 2001.
Substantially all of the net increases in such reserves result from transfers
from the leased asset reserve account as the equipment comes off lease and is
transferred into inventories. The net inventories amount of $2.2 million is
approximately 11% of the

original cost of the equipment. Equipment returned prior to December 31, 2000 is
fully reserved. Inventories net of reserve include $100,000 received in 2001 and
$2.1 million received in the first nine months of 2002.

LEASED ASSETS

The Company periodically reviews its estimate of residual values of leased
assets, which consist principally of computer equipment. The values of the
leased assets are impacted by a number of factors, including the speed of
technological change, the market for used computer equipment, the disposition of
customers towards lease renewals, and the ability of the Company to offer
alternatives to its customers. Valuation reserves against depreciated cost of
leased equipment amounted to $759,000 at September 30, 2002 and $1.9 million at
December 31, 2001. Substantially all of the net decreases in such reserves
resulted from the lease terms ending and the equipment being sold or transferred
to inventories. The net leased equipment amount of $3.9 million is approximately
16% of its original cost. There can be no assurance that the Company's estimates
of residual values will accurately reflect future results.

ACCOUNTS RECEIVABLE

The Company periodically reviews its accounts receivable balances for
collectibility. The Company's customers are generally large, well-established
entities. As the Company's leasing portfolio winds down, additional collection
challenges may be encountered. Allowances against accounts receivable amounted
to $349,000 at September 30, 2002 and $433,000 at December 31, 2001. The
accounts receivable balance for the leasing operations segment at September 30,
2002 amounted to $3.3 million less an allowance of $207,000. The Company has
reduced its days sales outstanding from 75 days at June 30, 2002 to 68 days at
September 30, 2002. There can be no assurance that the Company's estimates of
collectibility will accurately reflect future results.

LIQUIDITY AND CAPITAL RESOURCES

BALANCE SHEET

As of September 30, 2002 the Company's balance sheet reflects a high degree of
liquidity and little financial leverage.

Cash, cash equivalents, and marketable securities increased by $9.2 million,
from $35.6 million on December 31, 2001 to $44.8 million on September 30, 2002.
The Company's net working capital position increased by $13.5 million during the
first nine months of 2002, from $47.1 million as of December 31, 2001 to $60.6
million as of September 30, 2002.

The Company's total debt decreased by $4.2 million during the first nine months
of 2002, from a balance of $5.2 million on December 31, 2001 to $1.0 million on
September 30, 2002. The Company's total debt as a percentage of its cash, cash
equivalents, and securities decreased from 14.5% on December 31, 2001 to 2.3% on
September 30, 2002.

CASH PROVIDED FROM OPERATIONS

Cash provided from operating activities was $11.0 million for the nine months
ended September 30, 2002. A significant source of operating cash flow was the
leasing business, where cash provided from operations amounted to $5.5 million,
as cash rental income and non-cash depreciation and amortization expense
comprise substantially all of the operating activities. Depreciation and
amortization expense for the nine months ended September 30, 2002 was $9.2
million, of which $6.0 million came from the Company's leasing operations.

The Company believes that cash flows provided from operations will continue to
be sufficient to meet its ongoing working capital requirements.

CASH USED IN INVESTING ACTIVITIES

Net cash used in investing activities was $1.5 million for the nine months ended
September 30, 2002. The Company used $3.0 million to purchase assets to be used
in the provision of customer services and used $3.3 million to purchase
marketable securities. The Company received $4.6 million from assets used in
leasing operations.

CASH USED IN FINANCING ACTIVITIES

Cash used in financing activities was $3.6 million. The Company used $4.2
million to pay down debt related to leasing operations and received $0.3 million
from the issuance of common stock related to the exercise of stock options.

ITEM 4 -- CONTROLS AND PROCEDURES

As of September 30, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the CEO and CFO,
of the effectiveness of the design and operations of the Company's disclosure
controls and procedures. Based on that evaluation, the Company's management,
including the CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective as of September 30, 2002. There have been no
significant changes in the company's internal controls or in other factors that
could significantly affect internal controls subsequent to September 30, 2002.

PART II -- OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

The Company is a party to legal proceedings, which are routine and incidental to
its business. Although the consequences of these proceedings are not presently
determinable, in the opinion of management, they will not have a material
adverse affect on the Company's liquidity, financial position, or results of
operations.

ITEM 5 -- OTHER INFORMATION

RESIGNATION FROM BOARD OF DIRECTORS

Kenneth G. Meade, member of the Board of Directors, resigned effective August 1,
2002 for personal reasons.

SHAREHOLDER PROPOSALS OR NOMINATIONS

In accordance with the Company's Bylaws, any shareholder proposal or nomination
of a person for election to the Board of Directors must be submitted in writing
to the Secretary of the Company not less than 90 nor more than 120 days in
advance of the date specified in the Company's proxy statement in connection
with the previous year's Annual Meeting of shareholders. The submission must
include certain specified information concerning the proposal or nominee, as the
case may be, and information about the proponent's ownership of the Company's
common stock.

Proposals or nominations not meeting these requirements will not be entertained
at the Annual Meeting. A proponent should contact the Secretary regarding the
proper form and content of submissions.

ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1 Written Statement of the Chief Executive Officer

99.2 Written Statement of the Chief Executive Officer Pursuant to 10
U.S.C. Section 1350

99.3 Written Statement of the Chief Financial Officer

99.4 Written Statement of the Chief Financial Officer Pursuant to 10
U.S.C. Section 1350

(b) Two reports on Form 8-K were filed during the quarter ended September
30, 2002

(i) Announcement of the Company's earnings for the second quarter
of 2002, dated 08/08/02

(ii) Announcement of the Company's Stock Repurchase Program, dated
08/28/02

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

SIGNATURES

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

TechTeam Global, Inc.
----------------------
(Registrant)

Date: 11/11/02 By: /s/William F. Coyro, Jr.
----------------------------------
William F. Coyro, Jr.
President and Chief Executive
Officer

Date: 11/11/02 By: /s/David W. Morgan
----------------------------------
David W. Morgan
Vice President, Chief Financial
Officer and Treasurer

10-Q EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

EX-99.1 Written Statement of William F. Coyro, Jr.

EX-99.2 Written Statement of the Chief Executive Officer Pursuant to
10 U.S.C. Section 1350

EX-99.3 Written Statement of David W. Morgan

EX-99.4 Written Statement of the Chief Financial Officer Pursuant to
10 U.S.C. Section 1350