##### 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 June 30, 2007
 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
    
    54-1248422(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 3901 Stonecroft Boulevard, Chantilly, VA
    
    20151-1010(Address of principal executive offices)
    
    (Zip Code)
 703-502-2000
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




---



##### 



GTSI Corp.  Form 10-Q for the Quarter Ended June 30, 2007
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsUnaudited Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006
    
    
    1Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4T.
    
    Controls and Procedures
    
    
    18PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    19Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3.
    
    Defaults Upon Senior Securities
    
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    19Item 5.
    
    Other Information
    
    
    19Item 6.
    
    Exhibits
    
    
    19SIGNATURES
    
    
    
    
    20Exhibit 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
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,910
    
    
    $
    705Accounts receivable, net
    
    
    158,679
    
    
    
    222,072Inventory
    
    
    23,955
    
    
    
    35,691Deferred costs
    
    
    10,231
    
    
    
    22,188Other current assets
    
    
    9,081
    
    
    
    9,651Total current assets
    
    
    205,856
    
    
    
    290,307Depreciable assets, net
    
    
    12,993
    
    
    
    13,627Long-term receivables and other assets
    
    
    23,682
    
    
    
    26,747Total assets
    
    $
    242,531
    
    
    $
    330,681LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Borrowings under credit facility
    
    $
    
    
    
    $
    30,912Accounts payable
    
    
    113,358
    
    
    
    142,217Financed lease debt, current portion
    
    
    14,236
    
    
    
    16,546Accrued liabilities
    
    
    13,685
    
    
    
    23,194Deferred revenue
    
    
    5,023
    
    
    
    7,241Total current liablilites
    
    
    146,302
    
    
    
    220,110Long-term debt
    
    
    10,000
    
    
    
    10,000Long-term financed lease debt
    
    
    14,042
    
    
    
    18,758Other liabilities
    
    
    5,224
    
    
    
    5,130Total liabilities
    
    
    175,568
    
    
    
    253,998Commitments and contingencies
    
    
    
    
    
    
    Stockholders equityCommon stock  $0.005 par value, 20,000,000 shares authorized;
9,806,084 issued and 9,640,015 outstanding at June 30, 2007;
9,806,084 issued and 9,512,019 outstanding at December 31, 2006
    
    
    49
    
    
    
    49Capital in excess of par value
    
    
    45,210
    
    
    
    45,110Retained earnings
    
    
    22,970
    
    
    
    33,717Treasury stock, 166,069 shares at June 30, 2007 and 294,065 shares at
December 31, 2006, at cost
    
    
    (1,266
    )
    
    
    (2,193
    )Total stockholders equity
    
    
    66,963
    
    
    
    76,683Total liabilities and stockholders equity
    
    $
    242,531
    
    
    $
    330,681
 See notes to Unaudited Condensed Consolidated Financials Statements.
  1




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GTSI CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006SALES
    
    $
    153,636
    
    
    $
    180,956
    
    
    $
    297,719
    
    
    $
    329,236COST OF SALES
    
    
    132,967
    
    
    
    154,446
    
    
    
    257,651
    
    
    
    284,424GROSS MARGIN
    
    
    20,669
    
    
    
    26,510
    
    
    
    40,068
    
    
    
    44,812SELLING, GENERAL & ADMINISTRATIVE EXPENSES
    
    
    26,254
    
    
    
    27,118
    
    
    
    53,398
    
    
    
    56,723LOSS FROM OPERATIONS
    
    
    (5,585
    )
    
    
    (608
    )
    
    
    (13,330
    )
    
    
    (11,911
    )INTEREST AND OTHER INCOMELease-related income
    
    
    2,904
    
    
    
    2,602
    
    
    
    5,199
    
    
    
    4,980Interest and other income, net
    
    
    735
    
    
    
    517
    
    
    
    1,193
    
    
    
    757Interest expense
    
    
    (1,423
    )
    
    
    (1,567
    )
    
    
    (3,379
    )
    
    
    (2,909
    )Interest and other income, net
    
    
    2,216
    
    
    
    1,552
    
    
    
    3,013
    
    
    
    2,828(LOSS) INCOME BEFORE INCOME TAXES
    
    
    (3,369
    )
    
    
    944
    
    
    
    (10,317
    )
    
    
    (9,083
    )INCOME TAX PROVISION
    
    
    (252
    )
    
    
    
    
    
    
    (252
    )
    
    
    NET (LOSS) INCOME
    
    $
    (3,621
    )
    
    $
    944
    
    
    $
    (10,569
    )
    
    $
    (9,083
    )(LOSS) EARNINGS PER SHAREBasic
    
    $
    (0.38
    )
    
    $
    0.10
    
    
    $
    (1.11
    )
    
    $
    (0.97
    )Diluted
    
    $
    (0.38
    )
    
    $
    0.10
    
    
    $
    (1.11
    )
    
    $
    (0.97
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic
    
    
    9,551
    
    
    
    9,348
    
    
    
    9,513
    
    
    
    9,331Diluted
    
    
    9,551
    
    
    
    9,465
    
    
    
    9,513
    
    
    
    9,331
 See notes to Unaudited Condensed Consolidated Financials Statements.
  2




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GTSI CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months endedJune 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (10,569
    )
    
    $
    (9,083
    )Adjustments to reconcile net loss to net cash provided by operating activities
    
    
    45,597
    
    
    
    32,835Net cash provided by operating activities
    
    
    35,028
    
    
    
    23,752CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of depreciable assets
    
    
    (1,083
    )
    
    
    (1,293
    )Net cash used in investing activities
    
    
    (1,083
    )
    
    
    (1,293
    )CASH FLOWS FROM FINANCING ACTIVITES:Payments on credit facility
    
    
    (30,912
    )
    
    
    (46,744
    )Proceeds from financed lease debt
    
    
    
    
    
    
    13,978Proceeds from long-term debt
    
    
    
    
    
    
    10,000Payments of deferred financing costs
    
    
    (670
    )
    
    
    Proceeds from equity transactions
    
    
    842
    
    
    
    305Net cash used in financing activities
    
    
    (30,740
    )
    
    
    (22,461
    )NET INCREASE (DECREASE) IN CASH
    
    
    3,205
    
    
    
    (2
    )CASH AT BEGINNING OF PERIOD
    
    
    705
    
    
    
    27CASH AT END OF PERIOD
    
    $
    3,910
    
    
    $
    25
 See notes to Unaudited Condensed Consolidated Financials Statements.
  3




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GTSI CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
    2. New Accounting Pronouncements
  Fair Value Measurement
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Accounting for Uncertainty in
Income Taxes
  4




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3. Stock-Based Compensation
 Stock Incentive Plans
  Valuation Assumptions
  For the six months ended June 30,2007
    
    
    2006Expected volatility
    
    
    51.6
    %
    
    
    49.9
    %Expected dividends
    
    
    
    
    
    
    Expected term (in years)
    
    
    5.2
    
    
    
    4.8Risk free interest rate
    
    
    4.6
    %
    
    
    5.0
    %
 Stock Options
  WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateShares
    
    
    Average
    
    
    Contractual
    
    
    Intrinsic Value(in thousands)
    
    
    Exercise Price
    
    
    Term
    
    
    (in thousands)Outstanding at January 1, 2007
    
    
    2,105
    
    
    $
    7.93Granted
    
    
    45
    
    
    $
    9.73Exercised
    
    
    (131
    )
    
    $
    6.35Forfeited
    
    
    (74
    )
    
    $
    7.33Canceled
    
    
    (69
    )
    
    $
    11.21Outstanding at June 30, 2007
    
    
    1,876
    
    
    $
    8.00
    
    
    
    4.57
    
    
    $
    9,211Exercisable at June 30, 2007
    
    
    1,038
    
    
    $
    8.53
    
    
    
    3.55
    
    
    $
    4,546
   5




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##### Table of Contents



Restricted Shares
   WeightedShares
    
    
    Average Grant-(in thousands)
    
    
    Date Fair ValueNonvested at January 1, 2007
    
    
    68
    
    
    $
    7.47Granted
    
    
    348
    
    
    $
    11.26Forfeited
    
    
    (13
    )
    
    $
    10.91Restricted lapse
    
    
    
    
    
    $
    Nonvested at June 30, 2007
    
    
    403
    
    
    $
    10.63
 Stock Appreciation Rights
  Unrecognized Compensation
  4. Lease and Other Receivables
 Accounting for Leases
  June 30,
    
    
    December 31,2007
    
    
    2006Future minimum lease payments receivable
    
    $
    26,779
    
    
    $
    26,307Unguaranteed residual values
    
    
    10,059
    
    
    
    10,516Unearned income
    
    
    (4,638
    )
    
    
    (6,485
    )$
    32,200
    
    
    $
    30,338
  6




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##### Table of Contents



June 30,
    
    
    December 31,2007
    
    
    2006Future minimum payments receivable
    
    $
    6,738
    
    
    $
    14,464Unearned income
    
    
    (1,576
    )
    
    
    (2,415
    )$
    5,162
    
    
    $
    12,049
 5. Transferred Receivables and Financed Lease Debt
 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities
  6. Credit Facility and Term Loan
       7




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##### Table of Contents



7. Contract Termination Costs
   Contract Termination Liability as of 12/31/06
    
    $
    122Less: Cash Payments
    
    
    (20
    )Less: Revision to Estimate
    
    
    (57
    )Contract Termination Liability as of 6/30/07
    
    $
    45
 8. Earnings (Loss) Per Share
    Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic (loss) earnings per share:Net (loss) income
    
    $
    (3,621
    )
    
    $
    944
    
    
    $
    (10,569
    )
    
    $
    (9,083
    )Weighted average shares outstanding
    
    
    9,551
    
    
    
    9,348
    
    
    
    9,513
    
    
    
    9,331Basic (loss) earnings per share
    
    $
    (0.38
    )
    
    $
    0.10
    
    
    $
    (1.11
    )
    
    $
    (0.97
    )Diluted (loss) earnings per share:Net (loss) income
    
    $
    (3,621
    )
    
    $
    944
    
    
    $
    (10,569
    )
    
    $
    (9,083
    )Weighted average shares outstanding
    
    
    9,551
    
    
    
    9,348
    
    
    
    9,513
    
    
    
    9,331Incremental shares attributable to the
assumed exercise of outstanding stock options
    
    
    N/A
    
    
    
    117
    
    
    
    N/A
    
    
    
    N/AWeighted average shares and equivalents
    
    
    9,551
    
    
    
    9,465
    
    
    
    9,513
    
    
    
    9,331Diluted (loss) earnings per share
    
    $
    (0.38
    )
    
    $
    0.10
    
    
    $
    (1.11
    )
    
    $
    (0.97
    )
 9. Income Taxes
 Accounting for Uncertainty in Income Taxes
  8




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##### Table of Contents



10. Commitments and Contingencies
 Product Warranties
  Six months endedJune 30,2007
    
    
    2006Accrued warranties at beginning of period
    
    $
    855
    
    
    $
    849Charges made against warranty liabilities
    
    
    (157
    )
    
    
    (217
    )Adjustments to warranty reserves
    
    
    (263
    )
    
    
    173Accruals for additional warranties sold
    
    
    60
    
    
    
    38Accrued warranties at end of period
    
    $
    495
    
    
    $
    843
  Six months endedJune 30,2007
    
    
    2006Deferred warranty revenue at beginning of period
    
    $
    506
    
    
    $
    1,361Deferred warranty revenue recognized
    
    
    (306
    )
    
    
    (557
    )Revenue deferred for additional warranties sold
    
    
    80
    
    
    
    227Deferred warranty revenue at end of period
    
    $
    280
    
    
    $
    1,031
 Letters of Credit
   9




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Employment Agreements
  Contingencies
  Accounting for Contingencies
 11. Related Party Transactions
   10




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Disclosure Regarding Forward-Looking Statements
  
    
    Previously disclosed material weaknesses in our internal control over financial reporting;
    
    The uncertainty surrounding our ability to meet the covenants under our Credit Agreement in future periods;
    
    Our exposure to inventory risks;
    
    Continuing net losses, if we fail to align costs with our sales levels;
    
    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;
    
    Potential additional expenses to comply with the changing regulations of corporate governance and public disclosure;
    
    Our ability to attract and retain talented employees;
    
    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;
    
    Any issue that compromises our relationship with agencies of the Federal government would cause serious harm to our business;
    
    Competition and loss of market share;
    
    Our qualifications as a small business for new contract awards; and
    
    Changes in Federal government fiscal spending.
  Overview
     11




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##### Table of Contents




    
    Total sales decreased $31.5 million;
    
    Operating expenses decreased $3.3 million. Operating expenses for the six months ended
June 30, 2006 were impacted by approximately $2.1 million of non-recurring charges related
to re-financing our debt and severance;
    
    Loss before income taxes increased $1.2 million.
  Critical Accounting Estimates and Policies
  Accounting for Uncertainty in Income Taxes
  Historical Results of Operations
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    86.5
    %
    
    
    85.4
    %
    
    
    86.5
    %
    
    
    86.4
    %Gross margin
    
    
    13.5
    %
    
    
    14.6
    %
    
    
    13.5
    %
    
    
    13.6
    %Selling, general, and
administrative expenses
    
    
    17.1
    %
    
    
    15.0
    %
    
    
    17.9
    %
    
    
    17.2
    %(Loss) income from operations
    
    
    (3.6
    )%
    
    
    (0.4
    )%
    
    
    (4.4
    )%
    
    
    (3.6
    )%Interest and other income, net
    
    
    1.4
    %
    
    
    0.9
    %
    
    
    1.0
    %
    
    
    0.8
    %(Loss) income before taxes
    
    
    (2.2
    )%
    
    
    0.5
    %
    
    
    (3.4
    )%
    
    
    (2.8
    )%Income tax provision
    
    
    (0.2
    )%
    
    
    
    
    
    
    (0.1
    )%
    
    
    Net (loss) income
    
    
    (2.4
    )%
    
    
    0.5
    %
    
    
    (3.5
    )%
    
    
    (2.8
    )%
  12




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##### Table of Contents



Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,Sales by Type
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Hardware
    
    $
    111.1
    
    
    
    72.3
    %
    
    $
    131.3
    
    
    
    72.5
    %
    
    $
    220.1
    
    
    
    73.9
    %
    
    $
    246.0
    
    
    
    74.7
    %Software
    
    
    20.8
    
    
    
    13.5
    %
    
    
    34.1
    
    
    
    18.8
    %
    
    
    32.9
    
    
    
    11.0
    %
    
    
    47.1
    
    
    
    14.3
    %Professional Services
    
    
    21.7
    
    
    
    14.2
    %
    
    
    15.6
    
    
    
    8.7
    %
    
    
    44.7
    
    
    
    15.1
    %
    
    
    36.1
    
    
    
    11.0
    %Total
    
    $
    153.6
    
    
    
    100.0
    %
    
    $
    181.0
    
    
    
    100
    %
    
    $
    297.7
    
    
    
    100.1
    %
    
    $
    329.2
    
    
    
    100.0
    %
 Note:
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,Sales by Vendor
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Panasonic
    
    $
    25.0
    
    
    
    16.3
    %
    
    $
    30.7
    
    
    
    16.9
    %
    
    $
    48.6
    
    
    
    16.3
    %
    
    $
    64.2
    
    
    
    19.5
    %Cisco
    
    
    25.9
    
    
    
    16.8
    %
    
    
    22.4
    
    
    
    12.4
    %
    
    
    43.1
    
    
    
    14.5
    %
    
    
    47.1
    
    
    
    14.3
    %Sun Microsystems
    
    
    18.9
    
    
    
    12.3
    %
    
    
    18.7
    
    
    
    10.4
    %
    
    
    32.9
    
    
    
    11.1
    %
    
    
    28.9
    
    
    
    8.8
    %HP
    
    
    21.5
    
    
    
    14.0
    %
    
    
    18.1
    
    
    
    10.0
    %
    
    
    54.1
    
    
    
    18.2
    %
    
    
    34.3
    
    
    
    10.4
    %Microsoft
    
    
    27.2
    
    
    
    17.7
    %
    
    
    20.9
    
    
    
    11.5
    %
    
    
    38.8
    
    
    
    13.0
    %
    
    
    23.8
    
    
    
    7.2
    %Others, net
of reserves and adjustments
    
    
    35.1
    
    
    
    22.9
    %
    
    
    70.2
    
    
    
    38.8
    %
    
    
    80.2
    
    
    
    26.9
    %
    
    
    130.9
    
    
    
    39.8
    %Total
    
    $
    153.6
    
    
    
    100.0
    %
    
    $
    181.0
    
    
    
    100.0
    %
    
    $
    297.7
    
    
    
    100.0
    %
    
    $
    329.2
    
    
    
    100.0
    %
 Three Months Ended June 30, 2007 Compared With the Three Months Ended June 30, 2006
 Sales
    Gross Margin
   13




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##### Table of Contents



Selling, General & Administrative Expenses
  Interest and Other Income, Net
  Six Months Ended June 30, 2007 Compared With the Six Months Ended June 30, 2006
 Sales
    Gross Margin
  Selling, General & Administrative Expenses
   14




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##### Table of Contents



Interest and Other Income, Net
  Income Taxes
 Accounting for Income Taxes in Interim Periods
   Seasonal Fluctuations
   Liquidity and Capital Resources
 Cash flows for the six months ended June 30,
 Increase(in millions)
    
    2007
    
    
    2006
    
    
    (Decrease)Cash provided by operating activities
    
    $
    35.0
    
    
    $
    23.8
    
    
    $
    11.2Cash used in investing activities
    
    $
    (1.1
    )
    
    $
    (1.3
    )
    
    $
    0.2Cash used in financing activities
    
    $
    (30.7
    )
    
    $
    (22.5
    )
    
    $
    (8.2
    )
   15




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##### Table of Contents



Credit Facility and Term Loan
    Liquidity
     16




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##### Table of Contents



Capital Requirements
  New Accounting Pronouncements
 How Sales Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net
Presentation)
   Accounting for Uncertainty in Income
Taxes .
  17




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   18




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. legal proceedings
  
 Item 1A. risk factors
   
 Item 2. unregistered sales of equity securities and use of proceeds
  
 Item 3. defaults upon senior securities
  
 Item 4. Submission of items to a vote of security holders
 (a)
    
    The Company held its annual meeting of stockholders on May 3, 2007.(b)
    
    Set forth below are the matters that were presented to and voted upon by the
Companys stockholders, and the results of such stockholders votes.Election of Directors
 Nominees
    
    Votes For
    
    
    Votes WithheldDaniel R. Young
    
    
    7,888,373
    
    
    
    871,781Joseph Keith Kellogg, Jr.
    
    
    7,929,493
    
    
    
    830,751
  Votes For
    
    Votes Against
    
    Abstained4,026,154
    
    1,492,522
    
    165,318
 
 Item 5. O ther I nformation
  
 Item 6. Exhibits
   19




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##### Table of Contents



SIGNATURES
  GTSI Corp.Date August 14, 2007
    /s/ JAMES J. LETOJames J. LetoPresident and Chief Executive Officer Date August 14, 2007
    /s/ JOE RAGANJoe RaganSenior Vice President and Chief Financial Officer  20




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    Credit Agreement dated as of
June 2, 2006 between GTSI Corp., SunTrust Bank and Bank of
America (1)10.2
    
    Credit Agreement dated as of
June 2, 2006 between GTSI Corp., and Crystal Capital
Fund, L.P. (1)10.3
    
    First Amendment to Credit Agreement
dated as of July 13, 2006 between GTSI Corp., SunTrust Bank
and Bank of America (2)10.4
    
    First Amendment to Credit
Agreement dated as of July 13, 2006 between GTSI Corp. and Crystal
Capital Fund, L.P. (2)10.5
    
    Second Amendment to Credit Agreement dated as of November 30, 2006 between GTSI Corp. the
Lenders, the other Borrower Parties, and SunTrust Bank. (3)10.6
    
    Second Amendment to Credit Agreement dated as of November 30, 2006 between GTSI Corp.. the
Lenders, the other Borrower Parties, and Crystal Capital Fund, L.P. (3)10.7
    
    Third Amendment to Credit Agreement dated as of March 30, 2007 between GTSI Corp. the Lenders,
the other Borrower Parties, and SunTrust Bank. (4)10.8
    
    Third Amendment to
Credit Agreement dated as of March 30, 2007 between GTSI Corp.. the Lenders,
the other Borrower Parties, and Crystal Capital
Fund, L.P. (4)10.9
    
    Amended and Restated 2007 Stock
Incentive Plan (5)10.10
    
    Change in Control Agreement with
James Leto (5)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)
 
 (1)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated June 2, 2006.(2)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated July 13, 2006.(3)
    
    Incorporated by reference to the Registrants current report on Form 8-K dated December 5, 2006.(4)
    
    Incorporated by reference to the Registrants annual report on Form 10-K for the year ended December 31, 2006.(5)
    
    Incorporated by reference to the Registrants quarterly report on Form 10-Q for the quarter ended March 31, 2007.  21