##### 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 September 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
  o o þ
  o þ




---



##### 



GTSI Corp.  Form 10-Q for the Quarter Ended September 30, 2007
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsUnaudited Condensed Consolidated Balance Sheets as of
September 30, 2007 and December 31, 2006
    
    
    1Unaudited Condensed Consolidated Statements of Operations for
the Three and Nine Months Ended September 30, 2007 and 2006
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows for
the Nine Months Ended September 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
    
    
    19Item 4T.
    
    Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    21Item 1A.
    
    Risk Factors
    
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3.
    
    Defaults Upon Senior Securities
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 5.
    
    Other Information
    
    
    21Item 6.
    
    Exhibits
    
    
    21SIGNATURES
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GTSI CORP.
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    903
    
    
    $
    705Accounts receivable, net
    
    
    183,270
    
    
    
    222,072Inventory
    
    
    35,721
    
    
    
    35,691Deferred costs
    
    
    6,971
    
    
    
    22,188Other current assets
    
    
    6,485
    
    
    
    9,651Total current assets
    
    
    233,350
    
    
    
    290,307Depreciable assets, net
    
    
    12,453
    
    
    
    13,627Long-term receivables and other assets
    
    
    22,692
    
    
    
    26,747Total assets
    
    $
    268,495
    
    
    $
    330,681LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Borrowings under credit facility
    
    $
    6,599
    
    
    $
    30,912Accounts payable
    
    
    134,315
    
    
    
    142,217Financed lease debt, current portion
    
    
    9,420
    
    
    
    16,546Accrued liabilities
    
    
    13,849
    
    
    
    23,194Deferred revenue
    
    
    3,665
    
    
    
    7,241Total current liablilites
    
    
    167,848
    
    
    
    220,110Long-term debt
    
    
    10,000
    
    
    
    10,000Long-term financed lease debt
    
    
    11,914
    
    
    
    18,758Other liabilities
    
    
    5,209
    
    
    
    5,130Total liabilities
    
    
    194,971
    
    
    
    253,998Commitments
and contingencies (See Note 10)Stockholders equityCommon stock  $0.005 par value, 20,000,000 shares authorized;
9,806,084 issued and 9,671,090 outstanding at September 30, 2007;
9,806,084 issued and 9,512,019 outstanding at December 31, 2006
    
    
    49
    
    
    
    49Capital in excess of par value
    
    
    46,016
    
    
    
    45,110Retained earnings
    
    
    28,488
    
    
    
    33,717Treasury stock, 134,994 shares at September 30, 2007 and 294,065
shares at December 31, 2006, at cost
    
    
    (1,029
    )
    
    
    (2,193
    )Total stockholders equity
    
    
    73,524
    
    
    
    76,683Total liabilities and stockholders equity
    
    $
    268,495
    
    
    $
    330,681
 See notes to Unaudited Condensed Consolidated Financials Statements.
  1




---



##### Table of Contents



GTSI CORP.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006SALES
    
    $
    182,410
    
    
    $
    241,569
    
    
    $
    480,129
    
    
    $
    570,805COST OF SALES
    
    
    155,369
    
    
    
    215,669
    
    
    
    413,020
    
    
    
    500,093GROSS MARGIN
    
    
    27,041
    
    
    
    25,900
    
    
    
    67,109
    
    
    
    70,712SELLING, GENERAL & ADMINISTRATIVE EXPENSES
    
    
    28,607
    
    
    
    30,220
    
    
    
    82,004
    
    
    
    86,944LOSS FROM OPERATIONS
    
    
    (1,566
    )
    
    
    (4,320
    )
    
    
    (14,895
    )
    
    
    (16,232
    )INTEREST AND OTHER INCOMELease-related income
    
    
    6,247
    
    
    
    1,757
    
    
    
    11,446
    
    
    
    6,737Interest and other income, net
    
    
    2,313
    
    
    
    1,132
    
    
    
    3,505
    
    
    
    1,889Interest expense
    
    
    (1,379
    )
    
    
    (2,072
    )
    
    
    (4,757
    )
    
    
    (4,981
    )Interest and other income, net
    
    
    7,181
    
    
    
    817
    
    
    
    10,194
    
    
    
    3,645INCOME (LOSS) BEFORE INCOME TAXES
    
    
    5,615
    
    
    
    (3,503
    )
    
    
    (4,701
    )
    
    
    (12,587
    )INCOME TAX (PROVISION) BENEFIT
    
    
    (98
    )
    
    
    110
    
    
    
    (350
    )
    
    
    110NET INCOME (LOSS)
    
    $
    5,517
    
    
    $
    (3,393
    )
    
    $
    (5,051
    )
    
    $
    (12,477
    )EARNINGS (LOSS) PER SHAREBasic
    
    $
    0.57
    
    
    $
    (0.36
    )
    
    $
    (0.53
    )
    
    $
    (1.33
    )Diluted
    
    $
    0.55
    
    
    $
    (0.36
    )
    
    $
    (0.53
    )
    
    $
    (1.33
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic
    
    
    9,619
    
    
    
    9,404
    
    
    
    9,549
    
    
    
    9,356Diluted
    
    
    9,991
    
    
    
    9,404
    
    
    
    9,549
    
    
    
    9,356
 See notes to Unaudited Condensed Consolidated Financials Statements.
  2




---



##### Table of Contents



GTSI CORP.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine months endedSeptember 30,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (5,051
    )
    
    $
    (12,477
    )Adjustments to reconcile net loss to net cash provided by operating activities
    
    
    30,997
    
    
    
    (2,744
    )Net cash provided by (used in) operating activities
    
    
    25,946
    
    
    
    (15,221
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of depreciable assets
    
    
    (1,737
    )
    
    
    (2,803
    )Net cash used in investing activities
    
    
    (1,737
    )
    
    
    (2,803
    )CASH FLOWS FROM FINANCING ACTIVITES:(Payments on) proceeds from Credit Facility
    
    
    (24,314
    )
    
    
    93Proceeds from financed lease debt
    
    
    
    
    
    
    13,978Proceeds from long-term debt
    
    
    
    
    
    
    10,000Payments of deferred financing costs
    
    
    (720
    )
    
    
    Proceeds from equity transactions
    
    
    1,023
    
    
    
    479Net cash (used in) provided by financing activities
    
    
    (24,011
    )
    
    
    24,550NET INCREASE IN CASH
    
    
    198
    
    
    
    6,526CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    705
    
    
    
    27CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    903
    
    
    $
    6,553
 See notes to Unaudited Condensed Consolidated Financials Statements.
  3




---



##### Table of Contents



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




---



##### Table of Contents



3. Stock-Based Compensation
 Stock Incentive Plans
  Stock Options
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateShares
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsic Value(in thousands)
    
    
    Price
    
    
    Term
    
    
    (in thousands)Outstanding at January 1, 2007
    
    
    2,105
    
    
    $
    7.93Granted
    
    
    57
    
    
    
    10.45Exercised
    
    
    (162
    )
    
    
    6.25Forfeited
    
    
    (74
    )
    
    
    7.33Expired
    
    
    (74
    )
    
    
    11.19Outstanding at September 30, 2007
    
    
    1,852
    
    
    $
    8.05
    
    
    
    4.41
    
    
    $
    5,926Exercisable at September 30, 2007
    
    
    1,012
    
    
    $
    8.63
    
    
    
    3.45
    
    
    $
    2,651
  Restricted Shares
   5




---



##### Table of Contents



Weighted AverageShares
    
    
    Grant-Date Fair(in thousands)
    
    
    ValueNonvested at January 1, 2007
    
    
    68
    
    
    $
    7.47Granted
    
    
    371
    
    
    
    11.37Vested
    
    
    (24
    )
    
    
    7.34Forfeited
    
    
    (12
    )
    
    
    10.91Nonvested at September 30, 2007
    
    
    403
    
    
    $
    10.93
 Stock Appreciation Rights
  Unrecognized Compensation
  4. Lease and Other Receivables
 Accounting for Leases
  September 30, 2007
    
    
    December 31, 2006Future minimum lease payments receivable
    
    $
    15,197
    
    
    $
    26,307Unguaranteed residual values
    
    
    4,856
    
    
    
    10,516Unearned income
    
    
    (2,843
    )
    
    
    (6,485
    )$
    17,210
    
    
    $
    30,338
  September 30, 2007
    
    
    December 31, 2006Future minimum payments receivable
    
    $
    10,427
    
    
    $
    14,464Unearned income
    
    
    (1,531
    )
    
    
    (2,415
    )$
    8,896
    
    
    $
    12,049
  6




---



##### Table of Contents



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. Contract Termination Costs
   7




---



##### Table of Contents



Contract Termination Liability as of 12/31/06
    
    $
    122Less: Cash Payments
    
    
    (28
    )Less: Revision to Estimate
    
    
    (57
    )Contract Termination Liability as of 9/30/07
    
    $
    37
 8. Earnings (Loss) Per Share
    Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic earnings (loss) per shareNet income (loss)
    
    $
    5,517
    
    
    $
    (3,393
    )
    
    $
    (5,051
    )
    
    $
    (12,477
    )Weighted average shares outstanding
    
    
    9,619
    
    
    
    9,404
    
    
    
    9,549
    
    
    
    9,356Basic earnings (loss) per share
    
    $
    0.57
    
    
    $
    (0.36
    )
    
    $
    (0.53
    )
    
    $
    (1.33
    )Diluted earnings (loss) per share:Net income (loss)
    
    $
    5,517
    
    
    $
    (3,393
    )
    
    $
    (5,051
    )
    
    $
    (12,477
    )Weighted average shares outstanding
    
    
    9,619
    
    
    
    9,404
    
    
    
    9,549
    
    
    
    9,356Incremental shares attributable to the assumed
exercise of outstanding stock options
    
    
    372
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWeighted average shares and equivalents
    
    
    9,991
    
    
    
    9,404
    
    
    
    9,549
    
    
    
    9,356Diluted earnings (loss) per share
    
    $
    0.55
    
    
    $
    (0.36
    )
    
    $
    (0.53
    )
    
    $
    (1.33
    )
 9. Income Taxes
    8




---



##### Table of Contents



10. Commitments and Contingencies
 Product Warranties
  Nine months endedSeptember 30,2007
    
    
    2006Accrued warranties at beginning of period
    
    $
    855
    
    
    $
    849Charges made against warranty liabilities
    
    
    (200
    )
    
    
    (426
    )Adjustments to warranty reserves
    
    
    (264
    )
    
    
    114Accruals for additional warranties sold
    
    
    
    
    
    
    226Accrued warranties at end of period
    
    $
    391
    
    
    $
    763
  Nine months endedSeptember 30,2007
    
    
    2006Deferred warranty revenue at beginning of period
    
    $
    506
    
    
    $
    1,361Deferred warranty revenue recognized
    
    
    (409
    )
    
    
    (900
    )Revenue deferred for additional warranties sold
    
    
    81
    
    
    
    2,194Deferred warranty revenue at end of period
    
    $
    178
    
    
    $
    2,655
  9




---



##### Table of Contents



Letters of Credit
   Employment Agreements
  Contingencies
  Accounting for Contingencies
 11. Related Party Transactions
    10




---



##### 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 Facility
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.
   11




---



##### Table of Contents



Overview
     
    
    Total sales decreased $90.7 million;
 
    
    Operating expenses decreased $4.9 million; operating expenses for the nine months ended
September 30, 2006 were impacted by approximately $5.3 million of non-recurring charges
related to re-financing our debt, severance, and restatement fees; and
 
    
    Loss before income taxes decreased $7.9 million.
 Critical Accounting Estimates and Policies
    12




---



##### Table of Contents



Historical Results of Operations
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    85.2
    %
    
    
    89.3
    %
    
    
    86.0
    %
    
    
    87.6
    %Gross margin
    
    
    14.8
    %
    
    
    10.7
    %
    
    
    14.0
    %
    
    
    12.4
    %Selling, general, and administrative expenses
    
    
    15.7
    %
    
    
    12.5
    %
    
    
    17.1
    %
    
    
    15.2
    %Loss from operations
    
    
    (0.9
    )%
    
    
    (1.8
    )%
    
    
    (3.1
    )%
    
    
    (2.8
    )%Interest and other income, net
    
    
    3.9
    %
    
    
    0.3
    %
    
    
    2.1
    %
    
    
    0.6
    %Income (loss) before taxes
    
    
    3.0
    %
    
    
    (1.5
    )%
    
    
    (1.0
    )%
    
    
    (2.2
    )%Income tax (provision) benefit
    
    
    (0.1
    )%
    
    
    
    
    
    
    (0.1
    )%
    
    
    Net income (loss)
    
    
    2.9
    %
    
    
    (1.5
    )%
    
    
    (1.1
    )%
    
    
    (2.2
    )%
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,Sales by Type
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Hardware
    
    $
    125.8
    
    
    
    69.0
    %
    
    $
    178.7
    
    
    
    74.0
    %
    
    $
    345.9
    
    
    
    72.0
    %
    
    $
    424.7
    
    
    
    74.4
    %Software
    
    
    28.4
    
    
    
    15.5
    %
    
    
    35.4
    
    
    
    14.6
    %
    
    
    61.3
    
    
    
    12.8
    %
    
    
    82.4
    
    
    
    14.4
    %Professional Services
    
    
    28.2
    
    
    
    15.5
    %
    
    
    27.5
    
    
    
    11.4
    %
    
    
    72.9
    
    
    
    15.2
    %
    
    
    63.7
    
    
    
    11.2
    %Total
    
    $
    182.4
    
    
    
    100.0
    %
    
    $
    241.6
    
    
    
    100
    %
    
    $
    480.1
    
    
    
    100.0
    %
    
    $
    570.8
    
    
    
    100.0
    %
 Note:
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,Sales by Vendor
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Panasonic
    
    $
    21.4
    
    
    
    11.7
    %
    
    $
    43.5
    
    
    
    18.1
    %
    
    $
    70.0
    
    
    
    14.6
    %
    
    $
    107.7
    
    
    
    18.8
    %Cisco
    
    
    46.8
    
    
    
    25.7
    %
    
    
    48.1
    
    
    
    19.9
    %
    
    
    89.9
    
    
    
    18.7
    %
    
    
    95.2
    
    
    
    16.7
    %Sun Microsystems
    
    
    27.5
    
    
    
    15.1
    %
    
    
    25.7
    
    
    
    10.6
    %
    
    
    60.4
    
    
    
    12.6
    %
    
    
    54.6
    
    
    
    9.6
    %HP
    
    
    33.0
    
    
    
    18.1
    %
    
    
    19.1
    
    
    
    7.9
    %
    
    
    87.1
    
    
    
    18.1
    %
    
    
    53.5
    
    
    
    9.4
    %Microsoft
    
    
    11.7
    
    
    
    6.4
    %
    
    
    4.4
    
    
    
    1.8
    %
    
    
    50.5
    
    
    
    10.5
    %
    
    
    28.3
    
    
    
    5.0
    %Others, net of
reserves and
adjustments
    
    42.0
    
    
    
    23.0
    %
    
    
    100.8
    
    
    
    41.7
    %
    
    
    122.2
    
    
    
    25.5
    %
    
    
    231.5
    
    
    
    40.5
    %Total
    
    $
    182.4
    
    
    
    100.0
    %
    
    $
    241.6
    
    
    
    100.0
    %
    
    $
    480.1
    
    
    
    100.0
    %
    
    $
    570.8
    
    
    
    100.0
    %
 Three Months Ended September 30, 2007 Compared With the Three Months Ended September 30, 2006
 Sales
   13




---



##### Table of Contents



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




---



##### Table of Contents



Gross Margin
  Selling, General & Administrative Expenses
  Interest and Other Income, Net
  Income Taxes
 Accounting for
Income Taxes in Interim Periods
    15




---



##### Table of Contents



Seasonal Fluctuations
   Liquidity and Capital Resources
 Cash flows for the nine months ended September 30,
 Increase(in millions)
    
    2007
    
    
    2006
    
    
    (Decrease)Cash provided by (used in) operating activities
    
    $
    25.9
    
    
    $
    (15.2
    )
    
    $
    41.1Cash used in investing activities
    
    $
    (1.7
    )
    
    $
    (2.8
    )
    
    $
    1.1Cash (used in) provided by financing activities
    
    $
    (24.0
    )
    
    $
    24.6
    
    
    $
    (48.6
    )
    Credit Facility and Term Loan
    16




---



##### Table of Contents



Liquidity
    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)
 Fair Value Measurement
  17




---



##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities
 Accounting for Uncertainty in Income
Taxes
  18




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Finance and Accounting Staffing.
 Financial Close and Reporting Process.
 Accounts Payable Process.
 Revenue Recognition Process.
 Changes in Internal Control Over Financial Reporting
    19




---



##### Table of Contents



Customer Order Fulfillment Process.
   20




---



##### 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
  
 Item 5. Other Information
  
 Item 6. Exhibits
   21




---



##### Table of Contents



SIGNATURES
  GTSI Corp.Date November 14, 2007
    
    /s/ JAMES J. LETOJames J. LetoPresident and Chief Executive OfficerDate November 14, 2007
    
    /s/ JOE RAGANJoe RaganSenior Vice President andChief Financial Officer
  22




---



##### 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.  23