##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    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: 0-19394
 GTSI CORP.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    54-1248422
(I.R.S. Employer
Identification No.)2553 Dulles View Drive, Suite 100, Herndon, VA
(Address of principal executive offices)
    
    20171-5219
(Zip Code)
 703-502-2000
 
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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##### 



GTSI Corp.
Form 10-Q for the Quarter Ended March 31, 2010
INDEX
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements Unaudited Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009
    
    
    1Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31,
2010 and 2009
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2010 and 2009
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 GTSI CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    23,626
    
    
    $
    7,894Accounts receivable, net
    
    
    112,776
    
    
    
    209,595Inventory
    
    
    9,259
    
    
    
    13,477Deferred costs
    
    
    1,671
    
    
    
    1,807Other current assets
    
    
    7,108
    
    
    
    4,140Total current assets
    
    
    154,440
    
    
    
    236,913Depreciable assets, net
    
    
    10,153
    
    
    
    10,960Long-term receivables and other assets
    
    
    39,248
    
    
    
    40,758Total assets
    
    $
    203,841
    
    
    $
    288,631LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    57,721
    
    
    $
    109,723Accounts payable  floor plan
    
    
    16,495
    
    
    
    34,889Financed lease debt, current portion
    
    
    586
    
    
    
    831Accrued liabilities
    
    
    17,427
    
    
    
    26,127Deferred revenue
    
    
    2,211
    
    
    
    3,176Total
current liabilities
    
    
    94,440
    
    
    
    174,746Other liabilities
    
    
    17,682
    
    
    
    17,598Total liabilities
    
    
    112,122
    
    
    
    192,344Commitments and contingencies (See Note 12)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
9,607,001 outstanding at March 31, 2010; and
10,119,038 issued and 9,637,676 outstanding at
December 31, 2009
    
    
    50
    
    
    
    50Capital in excess of par value
    
    
    53,151
    
    
    
    52,698Retained earnings
    
    
    40,337
    
    
    
    44,925Treasury stock, 355,964 shares at March 31,
2010 and 277,850 shares at December 31, 2009,
at cost
    
    
    (1,819
    )
    
    
    (1,386
    )Total stockholders equity
    
    
    91,719
    
    
    
    96,287Total liabilities and stockholders equity
    
    $
    203,841
    
    
    $
    288,631
   1




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##### Table of Contents



GTSI CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31,2010
    
    
    2009SALESProduct
    
    $
    88,714
    
    
    $
    127,719Service
    
    
    10,716
    
    
    
    14,274Financing
    
    
    2,384
    
    
    
    2,079101,814
    
    
    
    144,072COST OF SALESProduct
    
    
    80,454
    
    
    
    118,800Service
    
    
    6,980
    
    
    
    9,284Financing
    
    
    861
    
    
    
    32588,295
    
    
    
    128,409GROSS MARGIN
    
    
    13,519
    
    
    
    15,663SELLING, GENERAL & ADMINISTRATIVE EXPENSES
    
    
    22,214
    
    
    
    22,863LOSS FROM OPERATIONS
    
    
    (8,695
    )
    
    
    (7,200
    )INTEREST AND OTHER INCOME, NETInterest and other income
    
    
    155
    
    
    
    67Equity income from affiliates
    
    
    1,472
    
    
    
    825Interest expense
    
    
    (178
    )
    
    
    (563
    )Interest and other income, net
    
    
    1,449
    
    
    
    329LOSS BEFORE INCOME TAXES
    
    
    (7,246
    )
    
    
    (6,871
    )INCOME TAX BENEFIT
    
    
    2,658
    
    
    
    2,991NET LOSS
    
    $
    (4,588
    )
    
    $
    (3,880
    )LOSS PER SHAREBasic
    
    $
    (0.48
    )
    
    $
    (0.39
    )Diluted
    
    $
    (0.48
    )
    
    $
    (0.39
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic
    
    
    9,617
    
    
    
    9,864Diluted
    
    
    9,617
    
    
    
    9,864
   2




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##### Table of Contents



GTSI CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (4,588
    )
    
    $
    (3,880
    )Adjustments to reconcile net loss to net cash
provided by operating activitiesDepreciation and amortization
    
    
    962
    
    
    
    966Loss on sale of depreciable assets
    
    
    12
    
    
    
    Stock-based compensation
    
    
    453
    
    
    
    340Tax impact from stock-based compensation
    
    
    
    
    
    
    125Equity income, net of distributions in 2010
and 2009 of $868 and $1,134, respectively
    
    
    (604
    )
    
    
    309Changes in operating assets and liabilities:Accounts receivable
    
    
    96,574
    
    
    
    40,251Inventory
    
    
    4,219
    
    
    
    (7,405
    )Other assets
    
    
    (738
    )
    
    
    (33,002
    )Accounts payable
    
    
    (52,002
    )
    
    
    7,675Accrued liabilities
    
    
    (8,700
    )
    
    
    3,005Other liabilities
    
    
    (881
    )
    
    
    22,971Net cash provided by operating activities
    
    
    34,707
    
    
    
    31,355CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of depreciable assets
    
    
    (147
    )
    
    
    (347
    )Net cash used in investing activities
    
    
    (147
    )
    
    
    (347
    )CASH FLOWS FROM FINANCING ACTIVITES:Payments under credit facility
    
    
    
    
    
    
    (22,387
    )Payments on floor plan
    
    
    (18,395
    )
    
    
    Payment of deferred financing costs
    
    
    
    
    
    
    (50
    )Common stock purchases
    
    
    (433
    )
    
    
    (127
    )Proceeds from common stock issued
    
    
    
    
    
    
    103Net cash used in financing activities
    
    
    (18,828
    )
    
    
    (22,461
    )NET INCREASE IN CASH
    
    
    15,732
    
    
    
    8,547CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    7,894
    
    
    
    CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    23,626
    
    
    $
    8,547
   3




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GTSI CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
    2. New Accounting Pronouncements
  3. Stock-Based Compensation
 Stock Incentive Plans
   4




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##### Table of Contents



Stock Options
  Weighted Average
    
    
    AggregateShares
    
    
    Weighted Average
    
    
    Remaining
    
    
    Intrinsic Value(in thousands)
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    (in thousands)Outstanding at January 1, 2010
    
    
    1,505
    
    
    $
    7.83Granted
    
    
    155
    
    
    
    6.04Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    (72
    )
    
    
    11.12Outstanding at March 31, 2010
    
    
    1,588
    
    
    $
    7.51
    
    
    
    2.71
    
    
    $
    90Exercisable at March 31, 2010
    
    
    1,008
    
    
    $
    8.04
    
    
    
    1.76
    
    
    $
    90
  Restricted Shares
   Shares
    
    
    Weighted Average(in thousands)
    
    
    Grant-Date Fair ValueNonvested at January 1, 2010
    
    
    215
    
    
    $
    9.91Granted
    
    
    
    
    
    
    Vested
    
    
    (47
    )
    
    
    11.93Forfeited
    
    
    
    
    
    
    Nonvested at March 31, 2010
    
    
    168
    
    
    $
    9.33
  5




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##### Table of Contents



Stock Appreciation Rights (SARs)
  Weighted Average
    
    
    AggregateShares
    
    
    Weighted Average
    
    
    Remaining
    
    
    Intrinsic Value(in thousands)
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    (in thousands)Outstanding at January 1, 2010
    
    
    717
    
    
    $
    9.60Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Outstanding at March 31, 2010
    
    
    717
    
    
    $
    9.60
    
    
    
    3.20
    
    
    $
    Exercisable at March 31, 2010
    
    
    375
    
    
    $
    9.60
    
    
    
    2.74
    
    
    $
    
  Unrecognized Compensation
  4. Accounts Receivable
  March 31,
    
    
    December 31,2010
    
    
    2009Trade accounts receivable
    
    $
    74,312
    
    
    $
    143,541Unbilled trade accounts receivable
    
    
    14,583
    
    
    
    32,784Lease receivables, net
    
    
    4,639
    
    
    
    6,149Finance receivables, net
    
    
    15,037
    
    
    
    21,626Vendor and other receivables
    
    
    4,654
    
    
    
    6,392Total accounts receivable
    
    $
    113,225
    
    
    $
    210,492Less: Allowance for doubtful accounts
    
    
    (174
    )
    
    
    (223
    )Sales return allowance
    
    
    (275
    )
    
    
    (674
    )Accounts receivable, net
    
    $
    112,776
    
    
    $
    209,595
 5. Long-term receivables and other assets
  March 31,
    
    
    December 31,2010
    
    
    2009Lease receivables, net
    
    $
    3,142
    
    
    $
    3,531Finance receivables, net
    
    
    26,539
    
    
    
    28,041Equity Investment in EyakTek
    
    
    8,560
    
    
    
    7,956Other Assets
    
    
    1,007
    
    
    
    1,230$
    39,248
    
    
    $
    40,758
  6




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6. Lease and Other Receivables
 Leases
  March 31,
    
    
    December 31,2010
    
    
    2009Future minimum lease payments receivable
    
    $
    8,775
    
    
    $
    10,719Unearned income
    
    
    (994
    )
    
    
    (1,039
    )$
    7,781
    
    
    $
    9,680
  March 31,
    
    
    December 31,2010
    
    
    2009Future minimum payments receivable
    
    $
    44,026
    
    
    $
    52,625Unearned income
    
    
    (2,450
    )
    
    
    (2,958
    )$
    41,576
    
    
    $
    49,667
 7. Transferred Receivables and Financed Lease Debt
 Transfers and Servicing
 8. Credit Facility and Credit Agreement
    7




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Total Credit Agreement
    
    $
    135,000Borrowing base limitation
    
    
    (72,987
    )Total borrowing capacity
    
    
    62,013Less: interest-bearing borrowings
    
    
    Less: non-interest bearing advances (floor plan loans)
    
    
    (16,495
    )Less: letters of credit
    
    
    (5,138
    )Total unused availability
    
    $
    40,380
    
    
    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.
    8




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##### Table of Contents



9. Accrued Liabilities
  March 31,
    
    
    December 31,2010
    
    
    2009Accrued commissions and bonuses
    
    $
    1,226
    
    
    $
    6,113Accrued income taxes
    
    
    
    
    
    
    2,864Future contractual lease obligations
    
    
    9,636
    
    
    
    10,079Other
    
    
    6,565
    
    
    
    7,071Total accrued liabilities
    
    $
    17,427
    
    
    $
    26,127
 10. Loss Per Share
    Three months endedMarch 31,2010
    
    
    2009Basic loss per shareNet loss
    
    $
    (4,588
    )
    
    $
    (3,880
    )Weighted average shares outstanding
    
    
    9,617
    
    
    
    9,864Basic loss per share
    
    $
    (0.48
    )
    
    $
    (0.39
    )Diluted loss per share:Net loss
    
    $
    (4,588
    )
    
    $
    (3,880
    )Weighted average shares outstanding
    
    
    9,617
    
    
    
    9,864Incremental shares attributable to the assumed
exercise of outstanding stock options
    
    
    N/A
    
    
    
    N/AWeighted average shares and equivalents
    
    
    9,617
    
    
    
    9,864Diluted loss per share
    
    $
    (0.48
    )
    
    $
    (0.39
    )
 11. Income Taxes
     9




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12. Commitments and Contingencies
 Product Warranties
  Three Months EndedMarch 31,2010
    
    
    2009Accrued warranties at beginning of period
    
    $
    215
    
    
    $
    155Charges made against warranty liabilities
    
    
    
    
    
    
    (2
    )Adjustments to warranty reserves
    
    
    (1
    )
    
    
    (3
    )Accruals for additional warranties sold
    
    
    8
    
    
    
    8Accrued warranties at end of period
    
    $
    222
    
    
    $
    158
  Three Months EndedMarch 31,2010
    
    
    2009Deferred warranty revenue at beginning of period
    
    $
    798
    
    
    $
    221Deferred warranty revenue recognized
    
    
    (181
    )
    
    
    (104
    )Revenue deferred for additional warranties sold
    
    
    12
    
    
    
    55Deferred warranty revenue at end of period
    
    $
    629
    
    
    $
    172
 Letters of Credit
   Employment Agreements
  Contingencies
   10




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13. Related Party Transactions
    Three Months endedMarch 31,2010
    
    
    2009Revenues
    
    $
    94,485
    
    
    $
    70,723Gross margin
    
    $
    9,192
    
    
    $
    6,877Net income
    
    $
    3,979
    
    
    $
    2,167
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Disclosure Regarding Forward-Looking Statements
  
    
    Our reliance on a small number of large transactions for significant portions of our
sales and gross margins
    
    Our ability to shift our business model from a reseller of products to a high-end
solutions provider
    
    Any issue that compromises our relationship with agencies of the Federal government
would cause serious harm to our business
    
    Changes in Federal government fiscal spending
    
    Our ability to meet the covenants under our Credit Agreement in future periods
    
    Negativity to our business due to the current global economic and credit conditions
    
    Possible infrastructure failures
    
    Any material weaknesses in our internal control over financial reporting
    
    Continued net losses, if we fail to align costs with our sales levels
    
    Our quarterly sales and cash flows are volatile, which makes our future financial
results difficult to forecast
    
    Unsatisfactory performance by third parties with which we work could hurt our
reputation, operating results and competitiveness
    
    Our ability to adapt to consolidation within the OEM market place
    
    Our dependence on certain strategic partners
    
    Our ability to integrate any potential future acquisitions, strategic investments or
mergers
    
    Our ability to enter new lines of business
   12




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Overview
       
    
    Total sales decreased $42.3 million.
    
    Gross margin decreased $2.1 million.
    
    Selling, General & Administrative expenses decreased $0.6 million.
    
    Interest and other income increased $1.1 million.
    
    Loss before income taxes increased $0.4 million.
    
    Cash provided by operations increased $3.4 million.
  13




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Critical Accounting Estimates and Policies
  Historical Results of Operations
  Three months endedMarch 31,2010
    
    
    2009Sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    86.7
    %
    
    
    89.1
    %Gross margin
    
    
    13.3
    %
    
    
    10.9
    %Selling, general, and administrative expenses
    
    
    21.8
    %
    
    
    15.9
    %Loss from operations
    
    
    (8.5
    )%
    
    
    (5.0
    )%Interest and other income (expense), net
    
    
    1.4
    %
    
    
    0.2
    %Loss before taxes
    
    
    (7.1
    )%
    
    
    (4.8
    )%Income tax benefit
    
    
    2.6
    %
    
    
    2.1
    %Net loss
    
    
    (4.5
    )%
    
    
    (2.7
    )%
  Three months endedMarch 31,Sales by Type
    
    2010
    
    
    2009Hardware
    
    $
    72.8
    
    
    
    71.5
    %
    
    $
    78.4
    
    
    
    54.5
    %Software
    
    
    15.9
    
    
    
    15.6
    %
    
    
    49.3
    
    
    
    34.2
    %Service
    
    
    10.7
    
    
    
    10.5
    %
    
    
    14.3
    
    
    
    9.9
    %Financing
    
    
    2.4
    
    
    
    2.4
    %
    
    
    2.1
    
    
    
    1.4
    %Total
    
    $
    101.8
    
    
    
    100.0
    %
    
    $
    144.1
    
    
    
    100.0
    %
 Three months endedSales by Vendor (based
    
    March 31,on 2010 sales)
    
    2010
    
    
    2009Cisco
    
    $
    32.7
    
    
    
    32.1
    %
    
    $
    17.1
    
    
    
    11.9
    %Microsoft
    
    
    16.4
    
    
    
    16.1
    %
    
    
    37.8
    
    
    
    26.2
    %HP
    
    
    14.6
    
    
    
    14.3
    %
    
    
    12.3
    
    
    
    8.5
    %Dell
    
    
    12.5
    
    
    
    12.3
    %
    
    
    12.7
    
    
    
    8.8
    %Oracle
    
    
    11.0
    
    
    
    10.8
    %
    
    
    8.7
    
    
    
    6.0
    %Others, net of reserves and
adjustments
    
    
    14.6
    
    
    
    14.4
    %
    
    
    55.5
    
    
    
    38.6
    %Total
    
    $
    101.8
    
    
    
    100.0
    %
    
    $
    144.1
    
    
    
    100.0
    %
  14




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Three Months Ended March 31, 2010 Compared With the Three Months Ended March 31, 2009
 Sales
    Transfers and Servicing
  Gross Margin
   15




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Selling, General & Administrative Expenses (SG&A)
  Interest and Other Income, Net
  Income Taxes
  Income Taxes
   16




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Seasonal Fluctuations
   Liquidity and Capital Resources
 Cash flows for the three months ended March 31,
 (in millions)
    
    2010
    
    
    2009
    
    
    ChangeCash provided by operating activities
    
    $
    34.7
    
    
    $
    31.3
    
    
    $
    3.4Cash used in investing activities
    
    $
    (0.1
    )
    
    $
    (0.3
    )
    
    $
    0.2Cash used in financing activities
    
    $
    (18.8
    )
    
    $
    (22.5
    )
    
    $
    3.7
      17




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Credit Agreement
   Total Credit Agreement
    
    $
    135,000Borrowing base limitation
    
    
    (72,987
    )Total borrowing capacity
    
    
    62,013Less: interest-bearing borrowings
    
    
    Less: non-interest bearing advances (floor plan loans)
    
    
    (16,495
    )Less: letters of credit
    
    
    (5,138
    )Total unused availability
    
    $
    40,380
   Liquidity
      18




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Capital Requirements
  New Accounting Pronouncements
   19




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
      20




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
   21




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
       (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 ProgramsJanuary 1 to January 31
    
    
    18,796
    
    
    $
    5.47
    
    
    
    18,796
    
    
    $
    2,538,991February 1 to February 28
    
    
    29,406
    
    
    $
    5.67
    
    
    
    12,191
    
    
    $
    2,467,483March 1 to March 31
    
    
    29,912
    
    
    $
    5.71
    
    
    
    29,420
    
    
    $
    2,299,58378,114
    
    
    $
    5.64
    
    
    
    60,407
 
 (a)
    
    The February purchases include 17,215 shares surrendered to cover the tax withholding
obligation with respect to the vesting of 46,117 restricted stock awards. The March purchases
include 492 shares surrendered to cover the tax withholding obligation with respect to the
vesting of 1,322 restricted stock awards.  22




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Items to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
   23




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SIGNATURES
  GTSI Corp.Date: May 14, 2010
    /s/ SCOTT W. FRIEDLANDERScott W. FriedlanderPresident and Chief Executive OfficerDate: May 14, 2010
    /s/ PETER WHITFIELDPeter WhitfieldSenior Vice President and Chief Financial Officer  24




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    Transition Agreement dated as of January 20, 2010 between James J. Leto and GTSI Corp. * (1)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)
 
 *
    
    Management contracts and compensatory plans and arrangements required to be filed pursuant to
Item 15 (c).(1)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated January 13,
2010.  25