##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission File Number: 0-19394
 GTSI CORP.
  Delaware
    
    54-1248422(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2553 Dulles View Drive, Suite 100, Herndon, VA
    
    20171-5219(Address of principal executive offices)
    
    (Zip Code)
 703-502-2000
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.005 par value
    
    NASDAQ Global Market
 None
 YES o NO þ
 YES o NO þ
 YES þ NO o
 YES o NO
o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 YES o NO þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



CONTENTS
 PagePART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    11Item 1B. Unresolved Staff Comments
    
    
    17Item 2. Properties
    
    
    17Item 3. Legal Proceedings
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    18Item 6. Selected Financial Data
    
    
    22Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 8. Financial Statements and Supplementary Data
    
    
    37Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    64Item 9A. Controls and Procedures
    
    
    64Item 9B. Other Information
    
    
    64PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    65Item 11. Executive Compensation
    
    
    65Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    65Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    65Item 14. Principal Accounting Fees and Services
    
    
    65PART IVItem 15. Exhibits, Financial Statement and Schedules
    
    
    66Signatures
    
    
    67Schedule II Valuation and Qualifying Accounts
    
    
    68Exhibit Index
    
    
    69Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32Exhibit 99.1




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Disclosure Regarding Forward-Looking Statements
 Readers are cautioned that this Annual Report on Form 10-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, (Exchange Act) relating to our operations that are
based on our current expectations, estimates and projections. Words such as expect, believe,
anticipate, plan, intend and similar expressions are used to identify these forward-looking
statements. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Our actual results may differ
materially from what is expressed or projected in these forward-looking statements. The reasons for
this include the factors discussed in Item 1A, Risk Factors, of this Annual Report on Form 10-K . We
specifically disclaim any obligation to update these forward-looking statements. These
forward-looking statements should not be relied on as representing our estimates or views as of any
subsequent date.
 
 PART I
 
 ITEM 1.
    
    BUSINESS
 Overview
   2009
    
    
    2008
    
    
    2007Federal Government
    
    
    72
    %
    
    
    70
    %
    
    
    63
    %Prime Contractors
    
    
    23
    %
    
    
    23
    %
    
    
    27
    %State and Local Governments
    
    
    5
    %
    
    
    7
    %
    
    
    10
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    1




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
    
    Hardware integration
    
    Customer image propagation
    
    Automated system diagnostics and data capture
    
    Customer asset tagging
    
    Complex configurations of various IT solutions, such as Voice over Internet Protocol
(VoIP)
   Business Strategy
   Continue Focusing on the Government IT Market
  Leverage Technology Lifecycle Management (TLM)
  Retain and Obtain Government Contracts and Utilize Flexible Contract Vehicles
   2




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Continue to expand our Solution and Services
  Provide a High-Quality Centralized Source for Procuring IT Products and Services
  Customers
 Federal Government & Prime Contractors
  2009
    
    
    2008
    
    
    2007Department of Defense
    
    
    38
    %
    
    
    43
    %
    
    
    34
    %Civilian Agencies and Departments
    
    
    37
    %
    
    
    32
    %
    
    
    36
    %Prime Contractors
    
    
    25
    %
    
    
    25
    %
    
    
    30
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 State and Local
   3




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Contracts
    General Services Administration
    Indefinite Delivery/Indefinite Quantity
   4




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Blanket Purchase Agreements
   Task Order Contracts
  State and Local
      5




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Open Market
  Solutions, Services and Products
  Technology Lifecycle Management
  Solutions
  
    
    Client, including Desktop Virtualization and Thin Client
    
    Networking, including Unified Communications and Visual Information Systems
    
    Data Center, including Server Virtualization, Power & Cooling, and Disaster Recovery
    
    Security  Cyber and Physical
    
    IT Service Management, including Asset Management, Network and Data Center Management
 Services
   6




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Professional Services
   Integration Services
   Support Services
    7




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Financial Services
  Products
   Sales Type
    
    2009
    
    
    2008
    
    
    2007Hardware
    
    $
    495.6
    
    
    
    65.1
    %
    
    $
    585.7
    
    
    
    71.3
    %
    
    $
    530.0
    
    
    
    73.3
    %Software
    
    
    182.4
    
    
    
    23.9
    %
    
    
    159.7
    
    
    
    19.4
    %
    
    
    111.6
    
    
    
    15.4
    %Services
    
    
    55.6
    
    
    
    7.3
    %
    
    
    56.5
    
    
    
    6.9
    %
    
    
    59.7
    
    
    
    8.3
    %Financing
    
    
    28.3
    
    
    
    3.7
    %
    
    
    19.3
    
    
    
    2.4
    %
    
    
    22.2
    
    
    
    3.0
    %Total
    
    $
    761.9
    
    
    
    100.0
    %
    
    $
    821.2
    
    
    
    100.0
    %
    
    $
    723.5
    
    
    
    100.0
    %
 Strategic Partner Relationships
    
    
    The unique ability to design, procure, install, operate, and refresh solutions through
our Infrastructure as a Service business model
    
    A gateway to the complex government market through a significant number of diverse
contract vehicles
    
    Access to the government customer through GTSIs proactive sales force providing
solutions, services and products
    
    Lower cost overhead associated with government contractor compliance and procurement
regulations
     8




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Inventory Management
    Marketing and Sales
   Competition
   
    
    Past performance within the government market
    
    Expertise in government procurement processes (where standardized contracts exist)
  9




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
    
    Existing customer and partner relationships (for which there is traditionally a high
barrier to entry)
    
    Technical expertise
    
    Logistical capability
    
    Customer service and support
    Backlog
  Employees
   10




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Available Information
  
 ITEM 1A.
    
    RISK FACTORS
  We rely on a small number of large transactions for significant portions of our sales and gross
margins, and our operating results and cash flows may decline significantly if we fail to secure
additional large transactions.
  We continue to shift our business model from a reseller of products to a high-end solutions
provider and this new model has certain risks, including increased competition, which may impact
future results.
   
    
    Expertise in government procurement processes where standardized contracts exist
 
    
    Existing customer and vendor relationships (for which there is traditionally a high
barrier to entry)
 
    
    Technical expertise
    
    Logistical capability
    
    The ability of our clients or competitors to hire and retain project managers and other
senior technical staff
    
    The price at which others offer comparable technical solutions
    
    The extent of our competitors responsiveness to client needs
  11




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Any issue that compromises our relationship with agencies of the Federal Government would cause
serious harm to our business.
  
    
    Our performance on individual contracts and delivery orders
    
    The strength of our professional reputation
    
    The relationships of our key executives with customer personnel
    
    Our compliance with complex procurement laws and regulations related to the formation,
administration and performance of Federal Government contracts
   Adverse changes in Federal Government fiscal spending could have a negative effect on our sales,
gross margin, and cash flow.
  
    
    A significant decline in spending by the Federal Government in general or by specific
departments or agencies in particular
    
    Changes in the structure, composition and/or buying patterns of the Federal Government
    
    The adoption of new laws or regulations changing procurement practices
    
    Delays in the payment of our invoices by government payment offices
   12




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If we fail to comply with any material provision or covenant of our Credit Agreement, we may not be
able to continue to operate our business.
  
    
    Maintain Tangible Net Worth not less than or equal to $45 million as dated the end of
each fiscal month
 
    
    Maintain Ratio of Total Liabilities to Tangible Net Worth not greater than 5.25 to 1.00
as dated the end of each fiscal month
 
    
    Maintain Current Ratio not less than (i) 1.20 to 1.00 as of the last business day of
the fiscal months of January, February, March, April, May, June, October, November and
December and (ii) 1.15 to 1.00 as of the last business day of the fiscal months of July,
August and September.
 
    
    Maintain minimum Total Debt Service Coverage Ratio of 1.25 to 1.00 as dated the end of
each fiscal month
   Our business may be negatively affected by current global economic and credit conditions.
  Infrastructure failures could have a material adverse effect on our business.
   13




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Any material weaknesses in our internal control over financial reporting could have a material
adverse effect on our business and a negative impact on our stock price.
  If we fail to align costs with our sales levels, net losses may result in future years.
    Our quarterly sales, operating results and cash flows are volatile, which makes our future
financial results difficult to forecast.
  
    
    The seasonality of our business due to the Federal Governments buying and funding
patterns
    
    Fluctuations in our gross margins due to variations in the mix of products sold and
excess or obsolete inventory charges
    
    The number, size and scope of orders from our customers
    
    Demand for our services generated by strategic partnerships and certain prime
contractors
    
    Availability of price protection, purchase discounts and rebate programs from vendors
    
    Contractual terms and degree of completion of projects
    
    Changes in our sales cycles as we move towards solution selling
   14




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Because we sometimes work with third parties, any failure by these third parties to satisfactorily
perform their obligations could hurt our reputation, operating results and competitiveness.
  Our dependence on certain strategic partners (vendors) makes us vulnerable to the extent we rely on
them.
  We may not qualify as a small business for new contract awards.
    Any potential future acquisitions, strategic investments or mergers may subject us to significant
risks, any of which could harm our business.
  
    
    Diversion of management attention from running our existing business
    
    Possible additional material weaknesses in internal control over financial reporting
    
    Increased expenses including legal, administrative and compensation expenses related to
newly hired employees
    
    Increased costs to integrate the technology, personnel, customer base and business
practices of the acquired company with our own
    
    Potential exposure to material liabilities not discovered in the due diligence process
  15




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
    
    Potential adverse effects on our reported operating results due to possible write-down
of goodwill and other intangible assets associated with acquisitions
    
    Acquisition financing may not be available on reasonable terms or at all
  Any potential future new lines of business may subject us to significant risks, any of which could
harm our business.
   16




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
    
 ITEM 3.
    
    LEGAL PROCEEDINGS
   
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   17




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  Price Range of Common Stock
  2009
    
    
    2008Quarter
    
    High
    
    
    Low
    
    
    High
    
    
    LowFirst
    
    $
    5.99
    
    
    $
    3.40
    
    
    $
    9.90
    
    
    $
    7.22Second
    
    $
    6.09
    
    
    $
    3.68
    
    
    $
    8.40
    
    
    $
    6.82Third
    
    $
    8.11
    
    
    $
    5.35
    
    
    $
    8.00
    
    
    $
    6.20Fourth
    
    $
    8.04
    
    
    $
    4.96
    
    
    $
    6.43
    
    
    $
    4.51
  Dividends
  Issuer Purchases of Equity Securities
  (a)
    
    
    
    
    
    
    Total Number of
    
    
    Maximum DollarTotal
    
    
    
    
    
    
    Shares Purchased
    
    
    Value of SharesNumber
    
    
    Average
    
    
    as Part of
    
    
    that May Yet Beof Share
    
    
    Price Paid
    
    
    Publicly Announced
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Plans or Programs
    
    
    Plans or ProgramsOctober 1 to October 31
    
    
    18,163
    
    
    $
    7.91
    
    
    
    17,815
    
    
    $
    3,164,365November 1 to November
30
    
    
    18,724
    
    
    $
    6.60
    
    
    
    18,589
    
    
    $
    3,041,678December 1 to December
31
    
    
    25,984
    
    
    $
    5.26
    
    
    
    25,850
    
    
    $
    2,641,81462,871
    
    
    $
    6.43
    
    
    
    62,254
 (a)
    
    The purchases in the fourth quarter of 2009 include 617 shares surrendered to cover the
tax withholdings obligation with respect to the vesting of 1,914 restricted stock awards.  18




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Equity Compensation Plans
  Number of SharesNumber of Shares to be
    
    
    
    
    
    
    Remaining Available forIssued upon Exercise /
    
    
    
    
    
    
    Future Issuance UnderLapse of Outstanding
    
    
    Weighted Average
    
    
    Equity Compensation PlansOptions / Restricted
    
    
    Exercise Price of
    
    
    (excluding shares reflectedStock Awards
    
    
    Outstanding
    
    
    in column (a))Plan Category
    
    (a)
    
    
    Options
    
    
    ( c )Equity compensation plans
approved by stockholders
    
    
    2,388,028
    
    
    $
    8.25
    
    
    
    133,570Equity compensation plans
not
approved by stockholders*
    
    
    9,000
    
    
    $
    9.14
    
    
    
    N/ATotal
    
    
    2,397,028
    
    
    $
    4.35
    
    
    
    133,570
 
 *
    
    Represents shares issuable under options granted from time to time to persons not previously
employed by the Company, as an inducement essential to such persons entering into employment
agreements with the Company.  19




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PERFORMANCE GRAPH
 1
 Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009GTSI Corp.
    
    
    100.00
    
    
    
    66.60
    
    
    
    87.84
    
    
    
    93.82
    
    
    
    57.09
    
    
    
    47.19NASDAQ Market Index
    
    
    100.00
    
    
    
    102.20
    
    
    
    112.68
    
    
    
    124.57
    
    
    
    74.71
    
    
    
    108.56SIC Code Index1
    
    
    100.00
    
    
    
    92.57
    
    
    
    103.52
    
    
    
    92.96
    
    
    
    57.86
    
    
    
    109.80
 COMPARES 5-YEAR CUMULATIVE TOTAL RETURN
AMONG GTSI CORP., NASDAQ MARKET INDEX AND 
SIC CODE INDEX
 
 1
    
    The 37 companies listed in SIC Code 5045 are: ADAPTEC, INC.; AMERICAN SOFTWARE,
INC.; AVISTAR COMMUNICATIONS CORPORATION; AVNET, INC.; BELL MICROPRODUCTS, INC.; CHINA TECHNOLOGY
GLOBAL CORPORATION; CIRCUIT CITY STORES, INC.; CIRTRAN CORPORATION; CONTINENTAL INFORMATION SYSTEMS
CORPORATION; DEGAMA SOFTWARE SOLUTIONS, INC.; DUALSTAR TECHNOLOGIES CORPORATION; GTSI CORP.; HENRY
JACK & ASSOCIATES, INC; HITACHI, LTD.; IB3 NETWORKS, INC.; INGRAM MICRO, INC.; INX, INC.;
KONINKLIJKE PHILIPS ELECTRONICS, N.V.; MERISEL,  20




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INC.; NAVARRE CORPORATION;
NETTEL HOLDINGS, INC.;
OFFICE DEPOT, INC.; PARLAY ENTERTAINMENT, INC.; PEERLESS SYSTEMS CORPORATION; PROGRESSIVE GAMING
INTERNATIONAL CORPORATION; PROXYMED, INC.; SCANSOURCE; SECURE NETWORKS, INC.; SED INTERNATIONAL
HOLDINGS, INC.; SHARP HOLDING CORPORATION; STAPLES, INC.; SUPER LUCK, INC.; TECH DATA CORPORATION;
TRANS-LUX CORPORATION; TRANSNET CORPORATION; UNITED STATIONERS, INC.; AND WAYSIDE TECHNOLOGY GROUP,
INC.    21




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ITEM 6.
    
    SELECTED FINANCIAL DATA
    22




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Statement of Operations Data:
 For the years ended December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(in thousands, except per share data)SALES
    
    $
    761,870
    
    
    $
    821,165
    
    
    $
    723,465
    
    
    $
    862,977
    
    
    $
    887,155COST OF SALES
    
    
    660,418
    
    
    
    713,812
    
    
    
    618,745
    
    
    
    749,198
    
    
    
    789,316GROSS MARGIN
    
    
    101,452
    
    
    
    107,353
    
    
    
    104,720
    
    
    
    113,779
    
    
    
    97,839SELLING, GENERAL & ADMINISTRATIVE EXPENSES
    
    
    98,107
    
    
    
    103,848
    
    
    
    106,335
    
    
    
    115,240
    
    
    
    114,514IMPAIRMENT CHARGE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    981TOTAL OPERATING EXPENSES
    
    
    98,107
    
    
    
    103,848
    
    
    
    106,335
    
    
    
    115,240
    
    
    
    115,495INCOME (LOSS) FROM OPERATIONS
    
    
    3,345
    
    
    
    3,505
    
    
    
    (1,615
    )
    
    
    (1,461
    )
    
    
    (17,656
    )INTEREST AND OTHER INCOME (EXPENSE), NET
    
    
    6,320
    
    
    
    2,524
    
    
    
    416
    
    
    
    (1,663
    )
    
    
    757INCOME (LOSS) BEFORE TAXES
    
    
    9,665
    
    
    
    6,029
    
    
    
    (1,199
    )
    
    
    (3,124
    )
    
    
    (16,899
    )INCOME (PROVISION) TAX BENEFIT
    
    
    (4,209
    )
    
    
    1,806
    
    
    
    (568
    )
    
    
    110
    
    
    
    3,226NET INCOME (LOSS)
    
    $
    5,456
    
    
    $
    7,835
    
    
    $
    (1,767
    )
    
    $
    (3,014
    )
    
    $
    (13,673
    )EARNINGS (LOSS) PER SHAREBasic
    
    $
    0.56
    
    
    $
    0.80
    
    
    $
    (0.18
    )
    
    $
    (0.32
    )
    
    $
    (1.49
    )Diluted
    
    $
    0.56
    
    
    $
    0.79
    
    
    $
    (0.18
    )
    
    $
    (0.32
    )
    
    $
    (1.49
    )WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGBasic
    
    
    9,706
    
    
    
    9,760
    
    
    
    9,571
    
    
    
    9,371
    
    
    
    9,166Diluted
    
    
    9,762
    
    
    
    9,865
    
    
    
    9,571
    
    
    
    9,371
    
    
    
    9,166
 Balance Sheet Data:
 As of December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Working capital
    
    $
    62,167
    
    
    $
    67,473
    
    
    $
    69,985
    
    
    $
    70,197
    
    
    $
    60,208Total assets
    
    
    288,631
    
    
    
    247,629
    
    
    
    226,667
    
    
    
    330,681
    
    
    
    345,907Borrowings under credit facility
    
    
    
    
    
    
    22,387
    
    
    
    18,031
    
    
    
    30,912
    
    
    
    48,014Long-term liabilities, including debt
    
    
    17,598
    
    
    
    5,101
    
    
    
    20,432
    
    
    
    33,888
    
    
    
    19,072Total liabilities
    
    
    192,344
    
    
    
    157,515
    
    
    
    148,954
    
    
    
    253,998
    
    
    
    267,740Stockholders equity
    
    
    96,287
    
    
    
    90,114
    
    
    
    77,713
    
    
    
    76,683
    
    
    
    78,167
  23




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
      
    
    Our sales decreased approximately $59.3 million, or 7.2%, from 2008 to 2009;
    
    Gross margin decreased $5.9 million however gross margin as a percentage of sales
increased 0.2 percentage points from 2008 to 2009;
    
    In 2009, Selling, General and Administrative Expenses (SG&A) decreased approximately
$5.7 million however SG&A expenses as a percentage of sales increased 0.3 percentage points
from 2008 to 2009;
    
    Our net income for the year ended December 31, 2009 was $5.5 million;
    
    Cash used in operations totaled $1.7 million for the year ended December 31, 2009;
    24




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Critical Accounting Estimates and Policies
   Revenue Recognition
  Software Revenue Recognition
 Revenue Recognition,
Multiple-Element Arrangement
    25




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Revenue Recognition, Customer Payments and Incentives,
 Financing Receivables
 Transfers and Servicing
 Stock-Based Compensation
 Compensation-Stock Compensation,
 Inventory
  Capitalized Internal Use Software
   26




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Accounts Payable
  Bids and Proposals
  Income Taxes
  Historical Results of Operations
  2009
    
    
    2008
    
    
    2007Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    86.7
    %
    
    
    86.9
    %
    
    
    85.5
    %Gross margin
    
    
    13.3
    %
    
    
    13.1
    %
    
    
    14.5
    %Operating expenses:Selling, general, and administrative
    
    
    12.9
    %
    
    
    12.6
    %
    
    
    14.7
    %Total operating expenses
    
    
    12.9
    %
    
    
    12.6
    %
    
    
    14.7
    %Income (loss) from operations
    
    
    0.4
    %
    
    
    0.5
    %
    
    
    (0.2
    )%Interest and other income, net
    
    
    0.9
    %
    
    
    0.3
    %
    
    
    0.1
    %Income (loss) before taxes
    
    
    1.3
    %
    
    
    0.8
    %
    
    
    (0.1
    )%Income (provision) tax benefit
    
    
    (0.6
    )%
    
    
    0.2
    %
    
    
    (0.1
    )%Net income (loss)
    
    
    0.7
    %
    
    
    1.0
    %
    
    
    (0.2
    )%
  27




---



##### Table of Contents



Sales by Vendor(based on 2009 sales)
    
    2009
    
    
    2008
    
    
    2007Cisco
    
    $
    202.1
    
    
    
    26.5
    %
    
    $
    168.0
    
    
    
    20.5
    %
    
    $
    136.8
    
    
    
    18.9
    %Sun Microsystems
    
    
    90.7
    
    
    
    11.9
    %
    
    
    88.1
    
    
    
    10.7
    %
    
    
    90.2
    
    
    
    12.5
    %Microsoft
    
    
    84.5
    
    
    
    11.1
    %
    
    
    73.1
    
    
    
    8.9
    %
    
    
    59.0
    
    
    
    8.2
    %Dell
    
    
    65.0
    
    
    
    8.5
    %
    
    
    68.9
    
    
    
    8.4
    %
    
    
    27.5
    
    
    
    3.8
    %HP
    
    
    62.5
    
    
    
    8.2
    %
    
    
    81.3
    
    
    
    9.9
    %
    
    
    105.4
    
    
    
    14.6
    %Others, net of reserves and adjustments
    
    
    257.1
    
    
    
    33.8
    %
    
    
    341.8
    
    
    
    41.6
    %
    
    
    304.6
    
    
    
    42.0
    %Total
    
    $
    761.9
    
    
    
    100.0
    %
    
    $
    821.2
    
    
    
    100.0
    %
    
    $
    723.5
    
    
    
    100.0
    %
 Sales Type
    
    2009
    
    
    2008
    
    
    2007Hardware
    
    $
    495.6
    
    
    
    65.1
    %
    
    $
    585.7
    
    
    
    71.3
    %
    
    $
    530.0
    
    
    
    73.3
    %Software
    
    
    182.4
    
    
    
    23.9
    %
    
    
    159.7
    
    
    
    19.4
    %
    
    
    111.6
    
    
    
    15.4
    %Services
    
    
    55.6
    
    
    
    7.3
    %
    
    
    56.5
    
    
    
    6.9
    %
    
    
    59.7
    
    
    
    8.3
    %Financing
    
    
    28.3
    
    
    
    3.7
    %
    
    
    19.3
    
    
    
    2.4
    %
    
    
    22.2
    
    
    
    3.0
    %Total
    
    $
    761.9
    
    
    
    100.0
    %
    
    $
    821.2
    
    
    
    100.0
    %
    
    $
    723.5
    
    
    
    100.0
    %
 Year Ended December 31, 2009 Compared with Year Ended December 31, 2008
 Sales
    Transfers and Servicing
   28




---



##### Table of Contents



Gross Margin
     Selling, General & Administrative Expenses (SG&A)
  Interest and Other Income, Net
  Income Taxes
   29




---



##### Table of Contents



Year Ended December 31, 2008 Compared with Year Ended December 31, 2007
 Sales
       Gross Margin
     30




---



##### Table of Contents



Selling, General & Administrative Expenses (SG&A)
  Interest and Other Income, Net
   Income Taxes
 Income
 Seasonal Fluctuations
   31




---



##### Table of Contents



2009 (unaudited)(in millions except per share data)Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalSales
    
    $
    144.1
    
    
    $
    164.6
    
    
    $
    209.7
    
    
    $
    243.5
    
    
    $
    761.9Cost of sales
    
    
    128.4
    
    
    
    141.6
    
    
    
    180.8
    
    
    
    209.6
    
    
    
    660.4Gross margin
    
    $
    15.7
    
    
    $
    23.0
    
    
    $
    28.9
    
    
    $
    33.9
    
    
    $
    101.5Selling, general & administrative expenses
    
    
    22.9
    
    
    
    24.4
    
    
    
    23.8
    
    
    
    27.0
    
    
    
    98.1Income (loss) from operations
    
    $
    (7.2
    )
    
    $
    (1.4
    )
    
    $
    5.1
    
    
    $
    6.8
    
    
    $
    3.3Interest and other income, net
    
    
    0.3
    
    
    
    0.9
    
    
    
    2.0
    
    
    
    3.1
    
    
    
    6.3Income (loss) before taxes
    
    $
    (6.9
    )
    
    $
    (0.5
    )
    
    $
    7.1
    
    
    $
    10.0
    
    
    $
    9.7Income tax benefit
    
    
    3.0
    
    
    
    0.2
    
    
    
    (3.2
    )
    
    
    (4.2
    )
    
    
    (4.2
    )Net income (loss)
    
    $
    (3.9
    )
    
    $
    (0.3
    )
    
    $
    3.9
    
    
    $
    5.8
    
    
    $
    5.5Basic earnings (loss) per share
    
    $
    (0.39
    )
    
    $
    (0.03
    )
    
    $
    0.40
    
    
    $
    0.61
    
    
    $
    0.56Diluted earnings (loss) per share
    
    $
    (0.39
    )
    
    $
    (0.03
    )
    
    $
    0.39
    
    
    $
    0.60
    
    
    $
    0.56
 2008 (unaudited)(in millions except per share data)Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalSales
    
    $
    142.8
    
    
    $
    159.2
    
    
    $
    257.1
    
    
    $
    262.1
    
    
    $
    821.2Cost of sales
    
    
    121.4
    
    
    
    139.8
    
    
    
    222.3
    
    
    
    230.3
    
    
    
    713.8Gross margin
    
    $
    21.4
    
    
    $
    19.4
    
    
    $
    34.8
    
    
    $
    31.8
    
    
    $
    107.4Selling, general & administrative expenses
    
    
    25.9
    
    
    
    22.8
    
    
    
    27.5
    
    
    
    27.6
    
    
    
    103.8Income (loss) from operations
    
    $
    (4.5
    )
    
    $
    (3.4
    )
    
    $
    7.3
    
    
    $
    4.1
    
    
    $
    3.5Interest and other income, net
    
    
    (0.6
    )
    
    
    0.5
    
    
    
    0.9
    
    
    
    1.7
    
    
    
    2.5Income (loss) before taxes
    
    $
    (5.1
    )
    
    $
    (2.9
    )
    
    $
    8.2
    
    
    $
    5.8
    
    
    $
    6.0Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.8
    
    
    
    1.8Net income (loss)
    
    $
    (5.1
    )
    
    $
    (2.9
    )
    
    $
    8.2
    
    
    $
    7.6
    
    
    $
    7.8Basic earnings (loss) per share
    
    $
    (0.52
    )
    
    $
    (0.30
    )
    
    $
    0.84
    
    
    $
    0.77
    
    
    $
    0.80Diluted earnings (loss) per share
    
    $
    (0.52
    )
    
    $
    (0.30
    )
    
    $
    0.83
    
    
    $
    0.77
    
    
    $
    0.79
 Interim Reporting.
 Liquidity and Capital Resources
 2009
    
    
    2008
    
    
    Change(in millions)Cash (used in) provided by
operating activities
    
    $
    (1.7
    )
    
    $
    8.9
    
    
    $
    (10.6
    )Cash used in investing activities
    
    $
    (1.3
    )
    
    $
    (5.1
    )
    
    $
    3.8Cash (used in) provided by
financing activities
    
    $
    10.9
    
    
    $
    (4.7
    )
    
    $
    15.6
   32




---



##### Table of Contents



Credit Facility and Credit Agreement
    Total Credit Agreement
    
    $
    135,000Borrowing base limitation
    
    
    (12,070
    )Total borrowing capacity
    
    
    122,930Less: interest-bearing borrowings
    
    
    Less: non-interest bearing advances (floor plan loans)
    
    
    (34,889
    )Less: letters of credit
    
    
    (5,138
    )Total unused availability
    
    $
    82,903
    33




---



##### Table of Contents




    
    Maintain Tangible Net Worth not less than or equal to $45 million as dated the end of
each fiscal month
    
    Maintain Ratio of Total Liabilities to Tangible Net Worth not greater than 5.25 to 1.00
as dated the end of each fiscal month
    
    Maintain Current Ratio not less than (i) 1.20 to 1.00 as of the last business day of
the fiscal months of January, February, March, April, May, June, October, November and
December and (ii) 1.15 to 1.00 as of the last business day of the fiscal months of July,
August and September.
    
    Maintain minimum Total Debt Service Coverage Ratio of 1.25 to 1.00 as dated the end of
each fiscal month
  Capital Resources and Requirements
     Contractual Obligations
 Less Than 1
    
    
    
    
    
    
    
    
    
    
    More thanIn millions of dollars
    
    Total
    
    
    Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years
    
    
    OtherOperating lease obligations
    
    $
    40.3
    
    
    $
    4.5
    
    
    $
    8.4
    
    
    
    8.1
    
    
    $
    19.3
    
    
    
    Borrowings under Credit Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Financed lease debt
    
    
    0.8
    
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax liability for unrecognized
tax benefits (a)
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Total contractual obligations
    
    $
    41.3
    
    
    $
    5.3
    
    
    $
    8.4
    
    
    $
    8.1
    
    
    $
    19.3
    
    
    $
    0.2
 (a)
    
    This amount includes current liabilities on the consolidated balance sheet for FASB ASC
840, IncomeTaxes. The Company is not able to reasonably estimate the timing of the future
payments.  34




---



##### Table of Contents



Off-Balance Sheet Arrangements
  New Accounting Pronouncements
 Transfers and Servicing.
 Consolidation
   35




---



##### Table of Contents



ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      36




---



##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
  
 Internal Control  Integrated Framework
   
 
  37




---



##### Table of Contents



Eyak Technology, LLC
 Eyak Technology, LLC and Subsidiary
  Eyak Technology, LLC and Subsidiary
 
  38




---



##### Table of Contents



GTSI CORP.
CONSOLIDATED BALANCE SHEETS
 December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,894
    
    
    $
    Accounts receivable, net
    
    
    209,595
    
    
    
    190,740Inventory
    
    
    13,477
    
    
    
    13,491Deferred costs
    
    
    1,807
    
    
    
    7,849Other current assets
    
    
    4,140
    
    
    
    7,807Total current assets
    
    
    236,913
    
    
    
    219,887Depreciable assets, net
    
    
    10,960
    
    
    
    13,664Long-term receivables and other assets
    
    
    40,758
    
    
    
    14,078Total assets
    
    $
    288,631
    
    
    $
    247,629LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Borrowings under credit facility
    
    $
    
    
    
    $
    22,387Accounts payable
    
    
    109,723
    
    
    
    103,553Accounts payable  floor plan
    
    
    34,889
    
    
    
    Financed lease debt, current portion
    
    
    831
    
    
    
    6,538Accrued liabilities
    
    
    26,127
    
    
    
    17,857Deferred revenue
    
    
    3,176
    
    
    
    2,079Total current liabilities
    
    
    174,746
    
    
    
    152,414Long-term financed lease debt
    
    
    
    
    
    
    2,530Other liabilities
    
    
    17,598
    
    
    
    2,571Total liabilities
    
    
    192,344
    
    
    
    157,515Commitments and contingencies (See Note 11)Stockholders equityPreferred stock  $0.25 par value, 680,850 shares authorized; none issued or outstanding
    
    
    
    
    
    
    Common stock  $0.005 par value, 20,000,000 shares authorized; 10,119,038 issued and 9,637,676
outstanding at December 31, 2009; and 10,140,757 issued and 9,866,662 outstanding at December 31,
2008
    
    
    50
    
    
    
    50Capital in excess of par value
    
    
    52,698
    
    
    
    50,722Retained earnings
    
    
    44,925
    
    
    
    39,469Treasury stock, 277,850 shares at December 31, 2009 and 16,176 shares at December 31, 2008, at cost
    
    
    (1,386
    )
    
    
    (127
    )Total stockholders equity
    
    
    96,287
    
    
    
    90,114Total liabilities and stockholders equity
    
    $
    288,631
    
    
    $
    247,629
   39




---



##### Table of Contents



GTSI CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007SALESProduct
    
    $
    677,966
    
    
    $
    745,366
    
    
    $
    641,560Service
    
    
    55,625
    
    
    
    56,529
    
    
    
    59,658Financing
    
    
    28,279
    
    
    
    19,270
    
    
    
    22,247761,870
    
    
    
    821,165
    
    
    
    723,465COST OF SALESProduct
    
    
    611,310
    
    
    
    673,858
    
    
    
    568,247Service
    
    
    33,236
    
    
    
    31,551
    
    
    
    40,609Financing
    
    
    15,872
    
    
    
    8,403
    
    
    
    9,889660,418
    
    
    
    713,812
    
    
    
    618,745GROSS MARGIN
    
    
    101,452
    
    
    
    107,353
    
    
    
    104,720SELLING, GENERAL & ADMINISTRATIVE EXPENSES
    
    
    98,107
    
    
    
    103,848
    
    
    
    106,335INCOME (LOSS) FROM OPERATIONS
    
    
    3,345
    
    
    
    3,505
    
    
    
    (1,615
    )INTEREST AND OTHER INCOME, NETInterest and other income
    
    
    923
    
    
    
    760
    
    
    
    1,191Equity income from affiliates
    
    
    8,261
    
    
    
    4,892
    
    
    
    3,802Interest expense
    
    
    (2,864
    )
    
    
    (3,128
    )
    
    
    (4,577
    )Interest and other income, net
    
    
    6,320
    
    
    
    2,524
    
    
    
    416INCOME (LOSS) BEFORE INCOME TAXES
    
    
    9,665
    
    
    
    6,029
    
    
    
    (1,199
    )INCOME TAX (PROVISION) BENEFIT
    
    
    (4,209
    )
    
    
    1,806
    
    
    
    (568
    )NET INCOME (LOSS)
    
    $
    5,456
    
    
    $
    7,835
    
    
    $
    (1,767
    )EARNINGS (LOSS) PER SHAREBasic
    
    $
    0.56
    
    
    $
    0.80
    
    
    $
    (0.18
    )Diluted
    
    $
    0.56
    
    
    $
    0.79
    
    
    $
    (0.18
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic
    
    
    9,706
    
    
    
    9,760
    
    
    
    9,571Diluted
    
    
    9,762
    
    
    
    9,865
    
    
    
    9,571
   40




---



##### Table of Contents



GTSI CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
For the Years Ended December 31, 2009, 2008 and 2007
 Common Stock
    
    
    Capital in
    
    
    
    
    
    
    
    
    
    
    TotalShares
    
    
    
    
    
    
    Excess of
    
    
    Retained
    
    
    Treasury
    
    
    StockholdersOutstanding
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Stock
    
    
    EquityBalance, December 31, 2006
    
    
    9,512
    
    
    
    49
    
    
    
    45,110
    
    
    
    33,717
    
    
    
    (2,193
    )
    
    
    76,683FIN 48 adoption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (316
    )
    
    
    
    
    
    
    (316
    )Common stock issued
    
    
    189
    
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    1,126
    
    
    
    1,287Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,832
    
    
    
    
    
    
    
    
    
    
    
    1,832Tax impact
from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    (6
    )Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,767
    )
    
    
    
    
    
    
    (1,767
    )Balance, December 31, 2007
    
    
    9,701
    
    
    
    49
    
    
    
    47,097
    
    
    
    31,634
    
    
    
    (1,067
    )
    
    
    77,713Common stock issued
    
    
    104
    
    
    
    
    
    
    
    (260
    )
    
    
    
    
    
    
    816
    
    
    
    556Common stock purchased
    
    
    (24
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (217
    )
    
    
    (217
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,946
    
    
    
    
    
    
    
    
    
    
    
    2,946Restricted stock issued
    
    
    86
    
    
    
    1
    
    
    
    (343
    )
    
    
    
    
    
    
    341
    
    
    
    (1
    )Tax impact
from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,282
    
    
    
    
    
    
    
    
    
    
    
    1,282Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,835
    
    
    
    
    
    
    
    7,835Balance, December 31, 2008
    
    
    9,867
    
    
    $
    50
    
    
    $
    50,722
    
    
    $
    39,469
    
    
    $
    (127
    )
    
    $
    90,114Common stock issued
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    717
    
    
    
    717Common stock purchased
    
    
    (466
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,251
    )
    
    
    (2,251
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,387
    
    
    
    
    
    
    
    
    
    
    
    2,387Restricted stock issued
    
    
    81
    
    
    
    
    
    
    
    (275
    )
    
    
    
    
    
    
    275
    
    
    
    Tax impact
from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (136
    )
    
    
    
    
    
    
    
    
    
    
    (136
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,456
    
    
    
    
    
    
    
    5,456Balance, December 31, 2009
    
    
    9,638
    
    
    $
    50
    
    
    $
    52,698
    
    
    $
    44,925
    
    
    $
    (1,386
    )
    
    $
    96,287
   41




---



##### Table of Contents



GTSI CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 31,2009
    
    
    2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    5,456
    
    
    $
    7,835
    
    
    $
    (1,767
    )Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:Depreciation and amortization
    
    
    3,826
    
    
    
    3,448
    
    
    
    3,807Loss on sale of depreciable assets
    
    
    137
    
    
    
    276
    
    
    
    Stock based compensation
    
    
    2,387
    
    
    
    2,946
    
    
    
    1,832Tax impact from stock-based compensation
    
    
    (11
    )
    
    
    640
    
    
    
    (6
    )FIN 48 adoption
    
    
    
    
    
    
    
    
    
    
    (138
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (27,091
    )
    
    
    (33,288
    )
    
    
    39,028Inventory
    
    
    14
    
    
    
    8,086
    
    
    
    14,114Other assets
    
    
    (16,866
    )
    
    
    (3,712
    )
    
    
    31,709Accounts payable
    
    
    6,169
    
    
    
    18,838
    
    
    
    (57,502
    )Accrued liabilities
    
    
    8,134
    
    
    
    3,131
    
    
    
    (8,468
    )Other liabilities
    
    
    16,123
    
    
    
    744
    
    
    
    (8,642
    )Net cash (used in) provided by operating activities
    
    
    (1,722
    )
    
    
    8,944
    
    
    
    13,967CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of depreciable assets
    
    
    (1,259
    )
    
    
    (5,230
    )
    
    
    (2,338
    )Sale of depreciable assets
    
    
    
    
    
    
    120
    
    
    
    Sale of equity investment
    
    
    
    
    
    
    
    
    
    
    660Net cash used in investing activities
    
    
    (1,259
    )
    
    
    (5,110
    )
    
    
    (1,678
    )CASH FLOWS FROM FINANCING ACTIVITIES:(Payments on) borrowings under credit facility
    
    
    (22,387
    )
    
    
    4,356
    
    
    
    (12,882
    )Borrowings under Floor Plan
    
    
    34,889
    
    
    
    
    
    
    
    Payment of deferred financing costs
    
    
    (104
    )
    
    
    
    
    
    
    (570
    )Payment of long-term debt
    
    
    
    
    
    
    (10,000
    )
    
    
    Tax impact from stock-based compensation
    
    
    11
    
    
    
    642
    
    
    
    Common stock Purchases
    
    
    (2,251
    )
    
    
    (217
    )
    
    
    Proceeds from common stock issued
    
    
    717
    
    
    
    556
    
    
    
    1,287Net cash provided by (used in) financing activities
    
    
    10,875
    
    
    
    (4,663
    )
    
    
    (12,165
    )NET INCREASE (DECREASE) IN CASH
    
    
    7,894
    
    
    
    (829
    )
    
    
    124CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
    
    
    
    
    
    
    829
    
    
    
    705CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    $
    7,894
    
    
    $
    
    
    
    $
    829CASH PAID DURING THE YEAR FOR:Interest
    
    $
    56
    
    
    $
    773
    
    
    $
    2,579Income taxes
    
    $
    353
    
    
    $
    191
    
    
    $
    92
   42




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##### Table of Contents



GTSI CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2009, 2008 and 2007
 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 A. Nature of Business
   B. Risks and Uncertainties
    C. Principles of Consolidation
   43




---



##### Table of Contents



D. Use of Estimates
  E. Revenue Recognition
 Revenue Recognition,
Overall
 Software
Revenue Recognition
 Revenue Recognition,
Multiple-Element Arrangements
     44




---



##### Table of Contents



Leases
 Transfers and Servicing .
 Revenue Recognition, Principal Agent Considerations .
 Revenue Recognition, Product
 Revenue Recognition, Customer Payments and Incentives
 Revenue Recognition, Principal
Agent Considerations
    45




---



##### Table of Contents



F. Cash
  G. Concentration of Credit Risk
  H. Allowance for Doubtful Accounts
  I. Software Development Costs
 Intangibles-Goodwill and Other Internal-Use
Software .
 J. Impairment of Long-Lived Assets
 Property, Plant,
and Equipment,
 K. Accounts Payable
   46




---



##### Table of Contents



L. Stock-based Compensation
 Compensation-Stock Compensation,
  M. Income Taxes
 Income Taxes
 N. Advertising
  O. Fair Value of Financial Instruments
  P. Equity Investments
 Investments  Equity Method and Joint Ventures, Partnerships, Joint Ventures, and Limited Liability
Entities,
 Q. New Accounting Pronouncements
 Transfers and Servicing.
  47




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##### Table of Contents



Consolidation
  R. Comprehensive Income
   48




---



##### Table of Contents



2. Accounts Receivable
  2009
    
    
    2008Trade accounts receivable
    
    $
    143,541
    
    
    $
    153,742Unbilled trade accounts receivable
    
    
    32,784
    
    
    
    9,795Lease receivables, net
    
    
    12,876
    
    
    
    14,740Vendor and other financing receivables
    
    
    21,291
    
    
    
    14,212Total accounts receivable
    
    $
    210,492
    
    
    $
    192,489Less: Allowance for doubtful accounts
    
    
    (223
    )
    
    
    (393
    )Sales return allowance
    
    
    (674
    )
    
    
    (1,356
    )Accounts receivable, net
    
    $
    209,595
    
    
    $
    190,740
 3. Long-term receivables and other assets
  2009
    
    
    2008Lease and other receivables, net of unearned
interest
    
    $
    31,572
    
    
    $
    6,987Equity Investment in EyakTek
    
    
    7,956
    
    
    
    5,261Other Assets
    
    
    1,230
    
    
    
    1,830$
    40,758
    
    
    $
    14,078
 4. Lease and Other Related Receivables
    2010
    
    $
    30,0402011
    
    
    12,7792012
    
    
    11,6692013
    
    
    8,856Thereafter
    
    
    Future minimum payments
    
    $
    63,344
  49




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##### Table of Contents



Lease Receivables
  2009
    
    
    2008Future minimum lease payments receivable
    
    $
    10,719
    
    
    $
    14,921Unguaranteed residual values
    
    
    
    
    
    
    3,458Unearned income
    
    
    (1,039
    )
    
    
    (1,164
    )$
    9,680
    
    
    $
    17,215
 Other Related Receivables
  2009
    
    
    2008Future minimum payments receivable
    
    $
    52,625
    
    
    $
    14,802Unearned income
    
    
    (2,958
    )
    
    
    (1,479
    )$
    49,667
    
    
    $
    13,323
 5. Transferred Receivables and Financed Lease Debt
    Year2010
    
    $
    8312011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Total
    
    $
    831
   50




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##### Table of Contents



6. Inventory
  7. Depreciable Assets
  2009
    
    
    2008Office furniture and equipment
    
    $
    7,421
    
    
    $
    16,689Purchased software for internal use
    
    
    2,250
    
    
    
    7,605Internally developed software
    
    
    16,730
    
    
    
    16,022Leasehold improvements
    
    
    1,268
    
    
    
    1,26927,669
    
    
    
    41,585Less: accumulated depreciation and amortization
    
    
    (16,709
    )
    
    
    (27,921
    )Depreciable assets, net
    
    $
    10,960
    
    
    $
    13,664
  Property, Plant & Equipment
   8. Credit Agreement and Credit Facility
    51




---



##### Table of Contents



Total Credit Agreement
    
    $
    135,000Borrowing base limitation
    
    
    (12,070
    )Total borrowing capacity
    
    
    122,930Less: interest-bearing borrowings
    
    
    Less: non-interest bearing advances (floor plan loans)
    
    
    (34,889
    )Less: letters of credit
    
    
    (5,138
    )Total unused availability
    
    $
    82,903
    
    
    Maintain Tangible Net Worth not less than or equal to $45 million as dated the end of
each fiscal month
    
    Maintain Ratio of Total Liabilities to Tangible Net Worth not greater than 5.25 to 1.00
as dated the end of each fiscal month
    
    Maintain Current Ratio not less than (i) 1.20 to 1.00 as of the last business day of
the fiscal months of January, February, March, April, May, June, October, November and
December and (ii) 1.15 to 1.00 as of the last business day of the fiscal months of July,
August and September.
    
    Maintain minimum Total Debt Service Coverage Ratio of 1.25 to 1.00 as dated the end of
each fiscal month
     52




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##### Table of Contents



9. Accrued Liabilities
  2009
    
    
    2008Accrued commissions and bonuses
    
    $
    6,113
    
    
    $
    4,154Accrued income taxes
    
    
    2,864
    
    
    
    Future contractual lease obligations
    
    
    10,079
    
    
    
    6,083Other
    
    
    7,071
    
    
    
    7,620Total accrued liabilities
    
    $
    26,127
    
    
    $
    17,857
 10. Stockholders Equity
 Purchase of Capital Stock
   Stock Incentive Plans
    53




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##### Table of Contents



Valuation Assumptions
  2009
    
    
    2008
    
    
    2007Expected volatility
    
    
    51.0
    %
    
    
    48.3
    %
    
    
    51.6
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    Expected term (in years)
    
    
    5.5
    
    
    
    5.0
    
    
    
    5.2Risk free interest rate
    
    
    2.9
    %
    
    
    2.6
    %
    
    
    4.6
    %
 Stock Options
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsticShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding balance at December
31, 2006
    
    
    2,105
    
    
    $
    7.93Granted
    
    
    57
    
    
    $
    10.45Exercised
    
    
    (181
    )
    
    $
    6.23Forfeited
    
    
    (89
    )
    
    $
    7.24Expired
    
    
    (110
    )
    
    $
    10.19Outstanding balance at December
31, 2007
    
    
    1,782
    
    
    $
    8.08
    
    
    
    4.18
    
    
    $
    3,172Granted
    
    
    35
    
    
    $
    5.65Exercised
    
    
    (45
    )
    
    $
    4.88Forfeited
    
    
    (33
    )
    
    $
    8.31Expired
    
    
    (91
    )
    
    $
    9.54Outstanding balance at December
31, 2008
    
    
    1,648
    
    
    $
    8.05
    
    
    
    3.40
    
    
    $
    261Granted
    
    
    400
    
    
    $
    6.40Exercised
    
    
    (75
    )
    
    $
    4.24Forfeited
    
    
    (74
    )
    
    $
    6.64Expired
    
    
    (219
    )
    
    $
    9.62Outstanding balance at December
31, 2009
    
    
    1,680
    
    
    $
    7.68
    
    
    
    3.83
    
    
    $
    69Exercisable at December 31, 2009
    
    
    1,070
    
    
    $
    8.23
    
    
    
    2.60
    
    
    $
    69
    54




---



##### Table of Contents



Restricted Shares
   WeightedAverageGrant-DateShares
    
    
    Fair ValueNonvested balance at December 31, 2006
    
    
    68
    
    
    $
    7.47Granted
    
    
    371
    
    
    $
    12.14Vested
    
    
    (24
    )
    
    $
    7.37Forfeited
    
    
    (37
    )
    
    $
    11.13Nonvested balance at December 31, 2007
    
    
    378
    
    
    $
    11.71Granted
    
    
    44
    
    
    $
    7.27Vested
    
    
    (89
    )
    
    $
    12.20Forfeited
    
    
    (43
    )
    
    $
    12.00Nonvested balance at December 31, 2008
    
    
    290
    
    
    $
    10.83Granted
    
    
    63
    
    
    $
    5.54Vested
    
    
    (101
    )
    
    $
    9.76Forfeited
    
    
    (37
    )
    
    $
    10.13Nonvested balance at December 31, 2009
    
    
    215
    
    
    $
    9.91
  55




---



##### Table of Contents



Stock Appreciation Rights
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsticShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding balance at December 31, 2006
    
    
    Granted
    
    
    918
    
    
    $
    9.60Exercised
    
    
    Forfeited
    
    
    (76
    )
    
    $
    9.60Expired
    
    
    Outstanding balance at December 31, 2007
    
    
    842
    
    
    $
    9.60
    
    
    
    4.76
    
    
    $
    219Granted
    
    
    42
    
    
    $
    9.60Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (112
    )
    
    $
    9.60Expired
    
    
    (14
    )
    
    $
    9.60Outstanding balance at December 31, 2008
    
    
    758
    
    
    $
    9.60
    
    
    
    5.09
    
    
    $
    Granted
    
    
    76
    
    
    $
    9.60Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (65
    )
    
    $
    9.60Expired
    
    
    (52
    )
    
    $
    9.60Outstanding balance at December 31, 2009
    
    
    717
    
    
    $
    9.60
    
    
    
    4.44
    
    
    $
    Exercisable at December 31, 2009
    
    
    250
    
    
    $
    9.60
    
    
    
    4.13
    
    
    $
    
 Unrecognized Compensation
  Employee Stock Purchase Plan
   56




---



##### Table of Contents



Number ofshares
    
    
    PurchaseOffering period ended
    
    purchased
    
    
    priceDecember 31, 2009
    
    
    46,350
    
    
    $
    4.22June 30, 2009
    
    
    34,739
    
    
    $
    4.56December 31, 2008
    
    
    42,556
    
    
    $
    5.10June 30, 2008
    
    
    16,652
    
    
    $
    7.19December 31, 2007
    
    
    16,011
    
    
    $
    9.37June 30, 2007
    
    
    9,392
    
    
    $
    12.26
  11. Related Party Transactions
   Years Ended December 31,2009
    
    
    2008
    
    
    2007Revenues
    
    $
    408,759
    
    
    $
    273,475
    
    
    $
    228,585Gross margin
    
    $
    42,404
    
    
    $
    31,292
    
    
    $
    20,368Net income
    
    $
    21,707
    
    
    $
    13,044
    
    
    $
    7,005
 December 31,2009
    
    
    2008Current assets
    
    $
    155,094
    
    
    $
    104,069Noncurrent assets
    
    $
    402
    
    
    $
    1,003Current liabilities
    
    $
    134,030
    
    
    $
    93,092Noncurrent liabilities
    
    $
    3
    
    
    $
    77Members equity
    
    $
    21,463
    
    
    $
    11,901
 12. Earnings (Loss) Per Share
   57




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007Basic earnings (loss) per share:Net income (loss)
    
    $
    5,456
    
    
    $
    7,835
    
    
    $
    (1,767
    )Weighted average shares outstanding
    
    
    9,706
    
    
    
    9,760
    
    
    
    9,571Basic earnings (loss) per share
    
    $
    0.56
    
    
    $
    0.80
    
    
    $
    (0.18
    )Diluted earnings (loss) per share:Net income (loss)
    
    $
    5,456
    
    
    $
    7,835
    
    
    $
    (1,767
    )Weighted average shares outstanding
    
    
    9,706
    
    
    
    9,760
    
    
    
    9,571Incremental shares attributable to the
assumed
exercise of outstanding stock options
    
    
    56
    
    
    
    105
    
    
    
    N/AWeighted average shares and equivalents
    
    
    9,762
    
    
    
    9,865
    
    
    
    9,571Diluted earnings (loss) per share
    
    $
    0.56
    
    
    $
    0.79
    
    
    $
    (0.18
    )
 13. Income Taxes
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    (2,551
    )
    
    $
    (1,483
    )
    
    $
    (445
    )State
    
    
    (132
    )
    
    
    (562
    )
    
    
    (129
    )$
    (2,683
    )
    
    $
    (2,045
    )
    
    $
    (574
    )Deferred:Federal
    
    $
    (1,038
    )
    
    $
    3,179
    
    
    $
    5State
    
    
    (488
    )
    
    
    672
    
    
    
    1$
    (1,526
    )
    
    $
    3,851
    
    
    $
    6Total income tax (provision) benefit
    
    $
    (4,209
    )
    
    $
    1,806
    
    
    $
    (568
    )
  58




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##### Table of Contents



2009
    
    
    2008Deferred tax assets:Allowance for bad debt
    
    $
    72
    
    
    $
    149Inventory reserves and capitalization
    
    
    142
    
    
    
    297Reserves
    
    
    1,772
    
    
    
    1,445Bid and proposal costs
    
    
    
    
    
    
    3,882Deferred revenue
    
    
    884
    
    
    
    238Deferred rent
    
    
    1,108
    
    
    
    471Stock compensation
    
    
    2,024
    
    
    
    1,659Sale of receivables
    
    
    65
    
    
    
    140Net operating losses and tax credits
    
    
    36
    
    
    
    185Other
    
    
    76
    
    
    
    92Total deferred tax assets
    
    
    6,179
    
    
    
    8,558Deferred tax liabilities:Prepaid expenses and other
    
    
    (339
    )
    
    
    (482
    )Prepaid bonuses
    
    
    (500
    )
    
    
    (492
    )Depreciation and amortization
    
    
    (3,196
    )
    
    
    (3,842
    )Total deferred tax liabilities
    
    
    (4,035
    )
    
    
    (4,816
    )Valuation allowance
    
    
    
    
    
    
    Net deferred tax assets
    
    $
    2,144
    
    
    $
    3,742
   Years Ended December 31,2009
    
    
    2008
    
    
    2007Statutory rate
    
    
    34.0
    %
    
    
    34.0
    %
    
    
    (34.0
    )%State income taxes, net of federal benefit
    
    
    5.1
    
    
    
    3.4
    
    
    
    4.1Non-deductible executive compensation
    
    
    
    
    
    
    7.3
    
    
    
    Non-deductible meals & entertainment costs
    
    
    1.0
    
    
    
    2.4
    
    
    
    12.8Non-deductible club dues
    
    
    
    
    
    
    
    
    
    
    1.8Non-deductible accrued incentive costs
    
    
    0.7
    
    
    
    1.2
    
    
    
    8.7Tax Return Adjustments & Other
    
    
    2.1
    
    
    
    0.5
    
    
    
    (2.3
    )APIC Tax Shortfall
    
    
    1.0
    
    
    
    
    
    
    
    Change in the tax contingency
    
    
    (0.4
    )
    
    
    (1.2
    )
    
    
    (1.1
    )Effectively settled interest expense  IRS Audit
    
    
    
    
    
    
    
    
    
    
    14.4Change in valuation allowance
    
    
    
    
    
    
    (78.1
    )
    
    
    42.9Effective tax rate
    
    
    43.5
    %
    
    
    (30.5
    )%
    
    
    47.3
    %
 Compensation  Stock Compensation
  59




---



##### Table of Contents



Tax Uncertainties
 Income Taxes,
   2009
    
    
    2008
    
    
    2007Balance at beginning of the year
    
    $
    197
    
    
    $
    236
    
    
    $
    166Additions for prior year tax positions
    
    
    5
    
    
    
    (21
    )
    
    
    431Reductions for settlements
    
    
    (2
    )
    
    
    (2
    )
    
    
    (361
    )Lapses in statute of limitations
    
    
    (43
    )
    
    
    (16
    )
    
    
    Balance at end of the year
    
    $
    157
    
    
    $
    197
    
    
    $
    236
   14. 401(k) Plan
   60




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##### Table of Contents



15. Commitments and Contingencies
 Product Warranties
  2009
    
    
    2008Accrued warranties at beginning of year
    
    $
    155
    
    
    $
    284Charges made against warranty liabilities
    
    
    (3
    )
    
    
    (22
    )Adjustments to warranty reserves
    
    
    (3
    )
    
    
    (167
    )Accruals for additional warranties sold
    
    
    66
    
    
    
    60Accrued warranties at end of year
    
    $
    215
    
    
    $
    155
  2009
    
    
    2008Deferred warranty revenue at beginning of year
    
    $
    221
    
    
    $
    130Deferred warranty revenue recognized
    
    
    (466
    )
    
    
    (317
    )Revenue deferred for additional warranties sold
    
    
    1,043
    
    
    
    576Deferred warranty revenue at end of year
    
    $
    798
    
    
    $
    389
 Lease Commitments
   2010
    
    $
    4,5082011
    
    
    4,5562112
    
    
    3,8892013
    
    
    3,9862014
    
    
    4,086Thereafter
    
    
    19,291Total minimum lease payments
    
    $
    40,316
 Letters of Credit
   61




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##### Table of Contents



Employment Agreements
  Legal Proceedings
  16. Segment Reporting
   2009
    
    
    2008
    
    
    2007Hardware
    
    $
    495,594
    
    
    $
    585,655
    
    
    $
    529,961Software
    
    
    182,372
    
    
    
    159,711
    
    
    
    111,599Services
    
    
    55,625
    
    
    
    56,529
    
    
    
    59,658Financing
    
    
    28,279
    
    
    
    19,270
    
    
    
    22,247Total
    
    $
    761,870
    
    
    $
    821,165
    
    
    $
    723,465
 Major Customers
   62




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##### Table of Contents



17. Selected Quarterly Financial Data (unaudited)
  2009Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalSales
    
    $
    144,072
    
    
    $
    164,601
    
    
    $
    209,684
    
    
    $
    243,513
    
    
    $
    761,870Gross margin
    
    
    15,663
    
    
    
    23,020
    
    
    
    28,914
    
    
    
    33,855
    
    
    
    101,452Net income (loss)
    
    $
    (3,880
    )
    
    $
    (310
    )
    
    $
    3,821
    
    
    $
    5,825
    
    
    $
    5,456Basic earnings (loss) per share
    
    $
    (0.39
    )
    
    $
    (0.03
    )
    
    $
    0.40
    
    
    $
    0.61
    
    
    $
    0.56Diluted earnings (loss) per share
    
    $
    (0.39
    )
    
    $
    (0.03
    )
    
    $
    0.39
    
    
    $
    0.60
    
    
    $
    0.56
 2008Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalSales
    
    $
    142,790
    
    
    $
    159,200
    
    
    $
    257,059
    
    
    $
    262,116
    
    
    $
    821,165Gross margin
    
    
    21,406
    
    
    
    19,405
    
    
    
    34,775
    
    
    
    31,767
    
    
    
    107,353Net income (loss) (a)
    
    $
    (5,064
    )
    
    $
    (2,909
    )
    
    $
    8,227
    
    
    $
    7,581
    
    
    $
    7,835Basic earnings (loss) per share
    
    $
    (0.52
    )
    
    $
    (0.30
    )
    
    $
    0.84
    
    
    $
    0.77
    
    
    $
    0.80Diluted earnings (loss) per share
    
    $
    (0.52
    )
    
    $
    (0.30
    )
    
    $
    0.83
    
    
    $
    0.77
    
    
    $
    0.79
 
 (a)
    
    Net income for the quarter ended December 31, 2008 was positively impacted by the reversal of
the tax valuation allowance of $4.6 million, partially offset by income tax expense of $1.5
million and $1.3 million of additional tax expense related to FASB ASC 718, Compensation -
Stock Compensationshortfall. 18. Subsequent Events
   63




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
  Managements Report on Internal Control over Financial Reporting
  Internal ControlIntegrated Framework
established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
  Changes in Internal Control over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION
   64




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
   65




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENTS AND SCHEDULES:
 (a) (1) Financial Statements
  Consolidated Balance Sheets as of December 31, 2009 and 2008Consolidated Statement of Operations for each of the three years in the period ended
December 31, 2009Consolidated Statements of Changes in Stockholders Equity for each of the three years in
the period ended December 31, 2009Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 2009Notes to Consolidated Financial Statements
 (a) (2)Financial Statement Schedules
  Schedule IIValuation and Qualifying Accounts for each of the three years in the period
ended December 31, 2009
    Exhibits
   66




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##### Table of Contents



SIGNATURES
  GTSI CORP.By:
    /s/ SCOTT W. FRIEDLANDERScott W. FriedlanderChief Executive Officer  Signature
    
    Title
    
    Date/s/ SCOTT W. FRIEDLANDER
    
    Chief Executive Officer
    
    March 5, 2010Scott W. Friedlander
    
    (Principal Executive Officer)/s/ PETER WHITFIELD
    
    Senior Vice President and
    
    March 5, 2010Peter Whitfield
    
    Chief Financial Officer 
(Principal Financial and
Accounting Officer)/s/ JOHN M. TOUPS
    
    Chairman of the Board
    
    March 5, 2010John M. Toups/s/ JAMES J. LETO
    
    Director
    
    March 5, 2010James J. Leto/s/ LLOYD GRIFFITHS
    
    Director
    
    March 5, 2010Lloyd Griffiths/s/ THOMAS HEWITT
    
    Director
    
    March 5, 2010Thomas Hewitt/s/ LEE JOHNSON
    
    Director
    
    March 5, 2010Lee Johnson/s/ JOSEPH KEITH KELLOGG, JR.
    
    Director
    
    March 5, 2010Joseph Keith Kellogg, Jr./s/ STEVEN KELMAN
    
    Director
    
    March 5, 2010Steven Kelman/s/ LINWOOD A. LACY, JR.
    
    Director
    
    March 5, 2010Linwood A. Lacy, Jr./s/ BARRY REISIG
    
    Director
    
    March 5, 2010Barry Reisig/s/ DANIEL R. YOUNG
    
    Director
    
    March 5, 2010Daniel R. Young
  67




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##### Table of Contents



GTSI CORP.
 
 VALUATION AND QUALIFYING ACCOUNTS
 SCHEDULE II
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Allowance for Doubtful AccountsBalance at beginning of year
    
    $
    393
    
    
    $
    1,001
    
    
    $
    1,612Additionscharged to expense or other accounts
    
    
    193
    
    
    
    605
    
    
    
    1,228Deductions
    
    
    (363
    )
    
    
    (1,213
    )
    
    
    (1,839
    )Balance at end of year
    
    $
    223
    
    
    $
    393
    
    
    $
    1,001Sales Return Allowance (1)Balance at beginning of year
    
    $
    1,356
    
    
    $
    4,026
    
    
    $
    6,282Additionscharged to expense or other accounts
    
    
    2,147
    
    
    
    5,008
    
    
    
    4,306Deductions
    
    
    (2,829
    )
    
    
    (7,678
    )
    
    
    (6,562
    )Balance at end of year
    
    $
    674
    
    
    $
    1,356
    
    
    $
    4,026Deferred Tax Asset Valuation AllowanceBalance at beginning of year
    
    $
    
    
    
    $
    4,628
    
    
    $
    3,974Additionscharged to expense or other accounts
    
    
    
    
    
    
    
    
    
    
    654Deductions
    
    
    
    
    
    
    (4,628
    )
    
    
    Balance at end of year
    
    $
    
    
    
    $
    
    
    
    $
    4,628
 (1)
    
    The sales returns allowance is reported as a reduction of accounts receivable on the
consolidated balance sheets.   68




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Restated Certificate of Incorporation (1)3.2
    
    
    Bylaws, as amended (2)10.1
    
    
    GTSI Employees 401(k) Investment Plan, and amendments No. 1, 2 and 3 thereto (3)10.2
    
    
    Employee Stock Purchase Plan, as amended to date (4)10.3
    
    
    1994 Stock Option Plan, as amended to date (5)10.4
    
    
    Amended and Restated 1996 Stock Incentive Plan (6)10.5
    
    
    1997 Non-Officer Stock Option Plan, as amended to date (7)10.6
    
    
    Lease dated August 11, 1995 between the Company and Security Capital Industrial Trust, and Amendments for distribution center facility (8)10.7
    
    
    Amended and Restated 2007 Stock Incentive Plan (12)10.8
    
    
    Lease dated December 5, 2007 between the Company and SP Herndon Development LP for new headquarters facility (13)10.9
    
    
    Amended 1991 Employee Stock Purchase Plan (16)10.10
    
    
    GTSI Corp. Long Term Incentive Plan * (10)10.11
    
    
    GTSI 2005 Executive Incentive Compensation Plan * (3)10.12
    
    
    Form of GTSI Change in Control Agreement *(3)10.13
    
    
    Form of GTSI Severance Agreement *(11)10.14
    
    
    Amendment to Employment Agreements date June 8, 2007* (14)10.15
    
    
    Employment Agreement dated December 1, 2007 between the Registrant and Scott Friedlander* (15)10.16
    
    
    2008 Short Term Incentive Plan Description* (17)10.17
    
    
    Employment Agreement dated October 29, 2008 between the Registrant and Peter Whitfield* (18)10.18
    
    
    Credit Agreement dated as of May 27, 2009 among Castle Pines Capital LLC, as Administrative Agent and a Lender, Wells Fargo Foothill, LLC
as Administrative Agent and Collateral Agent, and GTSI Corp (19)10.19
    
    
    First Amendment to Credit Agreement dated as of May 27, 2009 among GTSI Corp., Castle Pines Capital LLC and Wells Fargo Foothill LLC (19)10.20
    
    
    GTSIs Board of Directors authorization of common stock repurchase program dated as of June 8, 2009 (20)10.21
    
    
    Change in Control Agreements and amendments to existing employment agreements* (21)10.22
    
    
    Election of Board of Director (22)14.1
    
    
    Code of Ethics (9)23.1
    
    
    Consent of PricewaterhouseCoopers LLP (filed herewith)23.2
    
    
    Consent of Aronson & Company (filed herewith)31.1
    
    
    Section 302 Certification of Chief Executive Officer (filed herewith)31.2
    
    
    Section 302 Certification of Chief Financial Officer (filed herewith)32
    
    
    Section 906 Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)99.1
    
    
    Consolidated Financial Statements for Eyak Technology, LLC for the year ended December 31, 2009, 2008 and 2007 (audited) (filed herewith)
 
 *
    
    Management contracts and compensatory plans and arrangements required to be filed pursuant to Item 15 (c).(1)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2000.  69




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##### Table of Contents



(2)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated December 1, 2007.(3)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2004.(4)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K dated December 27, 2005.(5)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2002.(6)
    
    Incorporated by reference to Appendix A of the Registrants 2005 Proxy Statement.(7)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2002.(8)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the period ended September 30, 2004.(9)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended December 31, 2003.(10)
    
    Incorporated by reference to Appendix B of the Registrants 2004 Proxy Statement(11)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated April 28, 2006.(12)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated December 5, 2007.(13)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated February 25, 2008.(14)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated June 8, 2007.(15)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated December 1, 2007.(16)
    
    Incorporated by reference to the Registrants current report on Schedule 14A dated March 31, 2008.(17)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated April 23, 2008.(18)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated October 29, 2008.(19)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated May 27, 2009.(20)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated June 12, 2009.(21)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated September 4, 2009.(22)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated November 9, 2009.  70