Attached files
file | filename |
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EX-32 - EXHIBIT 32 - GTSI CORP | c01052exv32.htm |
EX-31.1 - EXHIBIT 31.1 - GTSI CORP | c01052exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - GTSI CORP | c01052exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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.
(Exact name of registrant as specified in its charter)
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
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The number of shares of common stock, $0.005 par value, outstanding as May 7, 2010 was 9,608,808.
GTSI Corp.
Form 10-Q for the Quarter Ended March 31, 2010
INDEX
Form 10-Q for the Quarter Ended March 31, 2010
INDEX
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32 |
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GTSI CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 23,626 | $ | 7,894 | ||||
Accounts receivable, net |
112,776 | 209,595 | ||||||
Inventory |
9,259 | 13,477 | ||||||
Deferred costs |
1,671 | 1,807 | ||||||
Other current assets |
7,108 | 4,140 | ||||||
Total current assets |
154,440 | 236,913 | ||||||
Depreciable assets, net |
10,153 | 10,960 | ||||||
Long-term receivables and other assets |
39,248 | 40,758 | ||||||
Total assets |
$ | 203,841 | $ | 288,631 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 57,721 | $ | 109,723 | ||||
Accounts payable floor plan |
16,495 | 34,889 | ||||||
Financed lease debt, current portion |
586 | 831 | ||||||
Accrued liabilities |
17,427 | 26,127 | ||||||
Deferred revenue |
2,211 | 3,176 | ||||||
Total
current liabilities |
94,440 | 174,746 | ||||||
Other liabilities |
17,682 | 17,598 | ||||||
Total liabilities |
112,122 | 192,344 | ||||||
Commitments and contingencies (See Note 12) |
||||||||
Stockholders equity |
||||||||
Preferred 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 | 50 | ||||||
Capital in excess of par value |
53,151 | 52,698 | ||||||
Retained earnings |
40,337 | 44,925 | ||||||
Treasury 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 | 96,287 | ||||||
Total liabilities and stockholders equity |
$ | 203,841 | $ | 288,631 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents
GTSI CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
SALES |
||||||||
Product |
$ | 88,714 | $ | 127,719 | ||||
Service |
10,716 | 14,274 | ||||||
Financing |
2,384 | 2,079 | ||||||
101,814 | 144,072 | |||||||
COST OF SALES |
||||||||
Product |
80,454 | 118,800 | ||||||
Service |
6,980 | 9,284 | ||||||
Financing |
861 | 325 | ||||||
88,295 | 128,409 | |||||||
GROSS MARGIN |
13,519 | 15,663 | ||||||
SELLING, GENERAL & ADMINISTRATIVE EXPENSES |
22,214 | 22,863 | ||||||
LOSS FROM OPERATIONS |
(8,695 | ) | (7,200 | ) | ||||
INTEREST AND OTHER INCOME, NET |
||||||||
Interest and other income |
155 | 67 | ||||||
Equity income from affiliates |
1,472 | 825 | ||||||
Interest expense |
(178 | ) | (563 | ) | ||||
Interest and other income, net |
1,449 | 329 | ||||||
LOSS BEFORE INCOME TAXES |
(7,246 | ) | (6,871 | ) | ||||
INCOME TAX BENEFIT |
2,658 | 2,991 | ||||||
NET LOSS |
$ | (4,588 | ) | $ | (3,880 | ) | ||
LOSS PER SHARE |
||||||||
Basic |
$ | (0.48 | ) | $ | (0.39 | ) | ||
Diluted |
$ | (0.48 | ) | $ | (0.39 | ) | ||
WEIGHTED AVERAGE SHARES OUTSTANDING |
||||||||
Basic |
9,617 | 9,864 | ||||||
Diluted |
9,617 | 9,864 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | (4,588 | ) | $ | (3,880 | ) | ||
Adjustments to reconcile net loss to net cash
provided by operating activities |
||||||||
Depreciation and amortization |
962 | 966 | ||||||
Loss on sale of depreciable assets |
12 | | ||||||
Stock-based compensation |
453 | 340 | ||||||
Tax impact from stock-based compensation |
| 125 | ||||||
Equity income, net of distributions in 2010
and 2009 of $868 and $1,134, respectively |
(604 | ) | 309 | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
96,574 | 40,251 | ||||||
Inventory |
4,219 | (7,405 | ) | |||||
Other assets |
(738 | ) | (33,002 | ) | ||||
Accounts payable |
(52,002 | ) | 7,675 | |||||
Accrued liabilities |
(8,700 | ) | 3,005 | |||||
Other liabilities |
(881 | ) | 22,971 | |||||
Net cash provided by operating activities |
34,707 | 31,355 | ||||||
CASH 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 |
| 103 | ||||||
Net cash used in financing activities |
(18,828 | ) | (22,461 | ) | ||||
NET INCREASE IN CASH |
15,732 | 8,547 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
7,894 | | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 23,626 | $ | 8,547 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Table of Contents
GTSI CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements include the accounts of
GTSI Corp. and its wholly owned subsidiaries (GTSI or the Company). Intercompany accounts and
transactions have been eliminated in consolidation. The statements have been prepared in conformity
with accounting principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. The year-end condensed balance
sheet data was derived from audited financial statements. Because the accompanying condensed
consolidated financial statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America, they should be read in
conjunction with the financial statements and notes thereto included in the Companys Annual Report
on Form 10-K for the year ended December 31, 2009. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Actual results could
differ from those estimates. Cost of sales in the accompanying Unaudited Condensed Consolidated
Statements of Operations is based on the direct cost method.
The results of operations for the three months ended March 31, 2010 are not necessarily indicative
of the results that may be expected for the full year, or future periods. GTSI has historically
experienced seasonal fluctuations in operations as a result of government buying and funding
patterns. These patterns historically have had a negative effect on GTSIs sales and net (loss)
income during the quarter ended March 31.
2. New Accounting Pronouncements
In October 2009, the FASB issued amendments to the accounting and disclosure for revenue
recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010,
modify the criteria for recognizing revenue in multiple element arrangements and the scope of what
constitutes a non-software deliverable. The guidance relates to the determination of when the
individual deliverables included in a multiple-element arrangement may be treated as separate units
of accounting and modifies the manner in which the transaction consideration is allocated across
the individual deliverables. Also, the guidance expands the disclosure requirements for revenue
arrangements with multiple deliverables. This guidance removes tangible products from the scope of
the software revenue guidance if the products contain both software and non-software components
that function together to deliver a products essential functionality and provides guidance on
determining whether software deliverables in an arrangement that includes a tangible product are
within the scope of the software revenue guidance. The guidance must be applied as of the
beginning of each reporting entitys first annual reporting period that begins after June 15, 2010,
and may be applied retrospectively for all periods presented or prospectively to arrangements
entered into or materially modified after the adoption date. The Company is currently evaluating
the potential impact on its financial position and results of operations.
3. Stock-Based Compensation
Stock Incentive Plans
The Company has three stockholder approved stock incentive plans: the 1994 Stock Option Plan, as
amended; the Amended and Restated 2007 Stock Incentive Plan; and the 1997 Non-Officer Stock Option
Plan, which provides for the granting of non-qualified stock options to employees (other than
officers and directors).
4
Table of Contents
Stock Options
A summary of option activity under the Companys stock incentive plans as of March 31, 2010 and
changes during the three months then ended is presented below:
Weighted Average | Aggregate | |||||||||||||||
Shares | Weighted Average | Remaining | Intrinsic Value | |||||||||||||
(in thousands) | Exercise Price | Contractual Term | (in thousands) | |||||||||||||
Outstanding at January 1, 2010 |
1,505 | $ | 7.83 | |||||||||||||
Granted |
155 | 6.04 | ||||||||||||||
Exercised |
| | ||||||||||||||
Forfeited |
| | ||||||||||||||
Expired |
(72 | ) | 11.12 | |||||||||||||
Outstanding at March 31, 2010 |
1,588 | $ | 7.51 | 2.71 | $ | 90 | ||||||||||
Exercisable at March 31, 2010 |
1,008 | $ | 8.04 | 1.76 | $ | 90 | ||||||||||
There were 155,000 stock options granted during the three months ended March 31, 2010. No options
were granted during the three months ended March 31, 2009. There were no stock options exercised
during the three months ended March 31, 2010. During the three months ended March 31, 2009, 15,000
shares of stock options were exercised under the Companys stock option plans. The total intrinsic
value of options exercised during the three months ended March 31, 2009 was less than $0.1 million.
The Company has historically reissued shares from treasury stock or registered shares from
authorized common stock to satisfy stock option exercises, restricted stock grants, and employee
stock purchases. A tax expense for the exercise of stock options and the lapse of restrictions on
restricted (including elections under Internal Revenue Service section 83(b)) in the amount of $0.1
million was recognized for the three months ended March 31, 2010. A tax benefit for the exercise
of stock options in the amount of $0.1 million was recognized for the three months ended March 31,
2009. Less than $0.1 million was recorded for excess tax benefits to capital in excess of par for
the three months ended March 31, 2009. For the three months ended March 31, 2010 and 2009, stock
compensation expense for stock options was $0.2 million and $0.1 million, respectively.
Restricted Shares
There were no restricted stock awards granted during the three months ended March 31, 2010. There
were 11,131 restricted stock awards granted during the three months ended March 31, 2009. For the
three months ended March 31, 2010 and 2009, stock compensation expense for restricted stock was
$0.1 million for each period.
The fair value of nonvested restricted stock is determined based on the closing trading price of
the Companys shares on the grant date. A summary of the status of Companys nonvested restricted
stock as of March 31, 2010, and changes during the three months then ended is presented below:
Shares | Weighted Average | |||||||
(in thousands) | Grant-Date Fair Value | |||||||
Nonvested at January 1, 2010 |
215 | $ | 9.91 | |||||
Granted |
| | ||||||
Vested |
(47 | ) | 11.93 | |||||
Forfeited |
| | ||||||
Nonvested at March 31, 2010 |
168 | $ | 9.33 | |||||
5
Table of Contents
Stock Appreciation Rights (SARs)
A summary of SARs activity under the Companys stock incentive plans as of March 31, 2010 and
changes during the three months then ended is presented below:
Weighted Average | Aggregate | |||||||||||||||
Shares | Weighted Average | Remaining | Intrinsic Value | |||||||||||||
(in thousands) | Exercise Price | Contractual Term | (in thousands) | |||||||||||||
Outstanding at January 1, 2010 |
717 | $ | 9.60 | |||||||||||||
Granted |
| | ||||||||||||||
Exercised |
| | ||||||||||||||
Forfeited |
| | ||||||||||||||
Expired |
| | ||||||||||||||
Outstanding at March 31, 2010 |
717 | $ | 9.60 | 3.20 | $ | | ||||||||||
Exercisable at March 31, 2010 |
375 | $ | 9.60 | 2.74 | $ | | ||||||||||
There were no SARS granted during the three months ended March 31, 2010. There were 8,719 SARs
granted during the three months ended March 31, 2009. All SARs are to be settled in Company stock.
For the three months ended March 31, 2010 and 2009, stock compensation expenses for SARs were $0.1
million for each period.
Unrecognized Compensation
As of March 31, 2010, there was $4.2 million of total unrecognized compensation cost related to
nonvested stock-based awards, which consisted of unrecognized compensation of $0.9 million related
to stock options, $1.9 million related to stock appreciation rights and $1.4 million related to
restricted stock awards. The cost for unrecognized compensation related to stock options, stock
appreciation rights and restricted stock awards is expected to be recognized over a weighted
average period of 2.07 years, 2.53 years, and 2.05 years, respectively.
4. Accounts Receivable
Accounts receivable consists of the following as of (in thousands):
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Trade accounts receivable |
$ | 74,312 | $ | 143,541 | ||||
Unbilled trade accounts receivable |
14,583 | 32,784 | ||||||
Lease receivables, net |
4,639 | 6,149 | ||||||
Finance receivables, net |
15,037 | 21,626 | ||||||
Vendor and other receivables |
4,654 | 6,392 | ||||||
Total accounts receivable |
$ | 113,225 | $ | 210,492 | ||||
Less: 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
The Companys long-term receivables and other assets were as follows as of (in thousands):
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Lease receivables, net |
$ | 3,142 | $ | 3,531 | ||||
Finance receivables, net |
26,539 | 28,041 | ||||||
Equity Investment in EyakTek |
8,560 | 7,956 | ||||||
Other Assets |
1,007 | 1,230 | ||||||
$ | 39,248 | $ | 40,758 | |||||
6
Table of Contents
6. Lease and Other Receivables
The Company leases computer hardware generally under sales-type leases, which are classified as
lease receivables in the accompanying Unaudited Condensed Consolidated Balance Sheets, in
accordance with FASB ASC 840 Leases. In connection with those leases, the Company may sell related
services, software and maintenance to its customers, which are classified as finance receivables in
the accompanying Unaudited Condensed Consolidated Balance Sheets. The terms of the receivables
from the sale of these related services are often similar to the terms of the leases of computer
hardware; that is, receivables are interest bearing and are often due over a period of time that
corresponds with the terms of the leased computer hardware.
The Company recognized revenue of $9.4 million and $16.0 million for the three months ended March
31, 2010 and 2009, respectively, from sales-type leases and related transactions. As of March 31,
2010, the Company had current and long-term outstanding lease and finance receivables of $52.8
million, compared with $63.3 million as of December 31, 2009. The Companys investments in lease
receivables were as follows as of (in thousands):
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Future minimum lease payments receivable |
$ | 8,775 | $ | 10,719 | ||||
Unearned income |
(994 | ) | (1,039 | ) | ||||
$ | 7,781 | $ | 9,680 | |||||
The Companys investment in finance receivables was as follows as of (in thousands):
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Future minimum payments receivable |
$ | 44,026 | $ | 52,625 | ||||
Unearned income |
(2,450 | ) | (2,958 | ) | ||||
$ | 41,576 | $ | 49,667 | |||||
7. Transferred Receivables and Financed Lease Debt
For the three months ended March 31, 2010 and 2009, the Company transferred gross financing
receivables of $8.5 million and $2.6 million, respectively, to third parties that meet the sale
criteria under FASB ASC 860, Transfers and Servicing. In exchange, for the three months ended
March 31, 2010 and 2009, the Company received cash of $8.0 million and $2.4 million, respectively,
and recorded a gain on the sales of $0.5 million and $0.2 million, respectively. The receivables
are transferred non-recourse to third parties who accept all credit, interest, and termination risk
from the underlying issuer. Continuing involvement with the transferred assets is limited only to
billing and remitting payments on behalf of some third parties at the specific direction of the
third parties.
8. Credit Facility and Credit Agreement
In 2006, the Company entered into a $135 million credit agreement with a group of lenders (the
Credit Facility). This Credit Facility was terminated on May 27, 2009 and the related unamortized
deferred financing costs of $1.5 million were written-off.
On May 27, 2009, we entered into a $135 million credit agreement with Castle Pines Capital LLC
(CPC) and other lenders (the Credit Agreement), which includes inventory financing. The Credit
Agreement provides a vendor and distributor program under which we receive financing for
inventory purchases from several of our largest CPC approved vendors with extended payment terms.
The Credit Agreement, which matures on May 27, 2011, carries an interest rate indexed at 1-Month
LIBOR plus 300 basis points for revolving loan advances and 1-
Month LIBOR plus 350 basis points for floor plan loans. Borrowing under the Credit Agreement at any
time is limited to the lesser of (a) $135 million or (b) a collateral-based borrowing base
(eligible accounts receivable and inventory balances) less outstanding obligations relating to any
borrowings, floor plan loans and stand-by letters of credits.
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As of March 31, 2010, borrowing capacity and availability under the Credit Agreement was as follows
(in thousands):
Total Credit Agreement |
$ | 135,000 | ||
Borrowing base limitation |
(72,987 | ) | ||
Total borrowing capacity |
62,013 | |||
Less: interest-bearing borrowings |
| |||
Less: non-interest bearing advances (floor plan loans) |
(16,495 | ) | ||
Less: letters of credit |
(5,138 | ) | ||
Total unused availability |
$ | 40,380 | ||
As of March 31, 2010, the Company had no outstanding loan balance (other than non-interest bearing
floor plan loans) under the Credit Agreement and as reflected above, unused available credit
thereunder of $40.4 million.
The Credit Agreement contains customary covenants limiting our ability to, among other things (a)
incur debt; (b) make guarantees or grant or suffer liens; (c) purchase of our common stock for an
aggregate purchase price in excess of $5 million, (d) make certain restricted payments (including
cash dividends), purchase of other businesses or investments; (e) enter into transactions with
affiliates; (f) dissolve, change names, merge or enter into certain other material agreement
regarding changes to the corporate entities; (g) acquire real estate; and (h) enter into sales and
leaseback transactions.
The financial covenants of the Credit Agreement require us, among other restrictions, to:
| 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. |
Furthermore, the Credit Agreement contains information covenants requiring the Company to provide
the lenders certain information. The Company was in compliance with all financial and informational
covenants as set forth in the Credit Agreement as of March 31, 2010. The Company currently relies
on its Credit Agreement as its primary vehicle to finance its operations. If the Company fails to
comply with any material provision or covenant of our Credit Agreement, it would be required to
seek a waiver or amendment of covenants.
The Company defers loan financing costs and recognizes these costs throughout the term of the
loans. During 2009, unamortized deferred financing costs of $1.5 million related to the terminated
Credit Facility were written-off and recorded to interest expense. Also, the Company deferred $0.1
million of loan financing costs related to the new Credit Agreement in 2009. Deferred financing
costs as of March 31, 2010 and December 31, 2009 were less than $0.1 million and $0.1 million,
respectively.
8
Table of Contents
9. Accrued Liabilities
Accrued liabilities consists of the following as of (in thousands):
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Accrued commissions and bonuses |
$ | 1,226 | $ | 6,113 | ||||
Accrued income taxes |
| 2,864 | ||||||
Future contractual lease obligations |
9,636 | 10,079 | ||||||
Other |
6,565 | 7,071 | ||||||
Total accrued liabilities |
$ | 17,427 | $ | 26,127 | ||||
10. Loss Per Share
Basic loss per share is calculated by dividing net loss by the weighted average shares outstanding
during the period, which includes shares of restricted stock that are fully vested. Diluted loss
per share is computed similarly to basic loss per share, except that the weighted average shares
outstanding are increased to include equivalents, when their effect is dilutive. In periods of net
loss, all dilutive shares are considered anti-dilutive.
For the three months ended March 31, 2010 and 2009, anti-dilutive employee stock options and SARs
totaling 14,721 and 34,328 weighted-shares, respectively, were excluded from the calculation.
Weighted unvested restricted stock awards totaling 31,025 and 34,572, respectively, have been
excluded for the three months ended March 31, 2010 and 2009.
The following table sets forth the computation of basic and diluted loss per share (in thousands
except per share data):
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Basic loss per share |
||||||||
Net loss |
$ | (4,588 | ) | $ | (3,880 | ) | ||
Weighted average shares outstanding |
9,617 | 9,864 | ||||||
Basic loss per share |
$ | (0.48 | ) | $ | (0.39 | ) | ||
Diluted loss per share: |
||||||||
Net loss |
$ | (4,588 | ) | $ | (3,880 | ) | ||
Weighted average shares outstanding |
9,617 | 9,864 | ||||||
Incremental shares attributable to the assumed
exercise of outstanding stock options |
N/A | N/A | ||||||
Weighted average shares and equivalents |
9,617 | 9,864 | ||||||
Diluted loss per share |
$ | (0.48 | ) | $ | (0.39 | ) | ||
11. Income Taxes
The effective income tax rate benefit was 36.7% and 43.5% for the three months ended March 31, 2010
and 2009. The reduction in the tax rate benefit from 2009 to 2010 was due to non-deductible stock
expense in the first quarter of 2010 that did not occur in the same period in 2009.
As of March 31, 2010 and December 31, 2009, GTSI had $0.1 million and $0.2 million, respectively,
of total unrecognized tax benefits most of which would reduce its effective tax rate if recognized.
The Company does not believe that the total amount of unrecognized tax benefits will significantly
change within 12 months of the reporting date.
GTSIs practice is to recognize interest and/or penalties related to uncertain tax positions in
income tax expense. The Company had less than $0.1 million accrued for interest and less than $0.1
million accrued for penalties as of March 31, 2010 and December 31, 2009. During the first three
months of 2010, the amount accrued for interest decreased by less than $0.1 million relating to the
expiration of applicable statutes of limitations and increased by an immaterial amount for the
remaining issues. Interest will continue to accrue on certain issues for the remainder of 2010 and
beyond.
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12. Commitments and Contingencies
Product Warranties
GTSI offers extended warranties on certain products which are generally covered for three or five
years beyond the warranty provided by the manufacturer. Products under extended warranty require
repair or replacement of defective parts at no cost to the customer. The Company records warranty
liabilities at the time of sale for the estimated costs that may be incurred under its extended
warranty contracts. The following table summarizes the activity related to product warranty
liabilities (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Accrued warranties at beginning of period |
$ | 215 | $ | 155 | ||||
Charges made against warranty liabilities |
| (2 | ) | |||||
Adjustments to warranty reserves |
(1 | ) | (3 | ) | ||||
Accruals for additional warranties sold |
8 | 8 | ||||||
Accrued warranties at end of period |
$ | 222 | $ | 158 | ||||
Revenue and cost of sales from extended warranty contracts is recorded as deferred revenue and
deferred costs, respectively, and subsequently recognized over the term of the contract. The
following table summarizes the activity related to the deferred warranty revenue (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Deferred warranty revenue at beginning of period |
$ | 798 | $ | 221 | ||||
Deferred warranty revenue recognized |
(181 | ) | (104 | ) | ||||
Revenue deferred for additional warranties sold |
12 | 55 | ||||||
Deferred warranty revenue at end of period |
$ | 629 | $ | 172 | ||||
Letters of Credit
The Company provided a letter of credit in the amount of $2.4 million as of March 31, 2010 and
December 31, 2009 for its office space lease signed in December 2007.
As of March 31, 2010 and December 31, 2009, the Company had an outstanding letter of credit in the
amount of $2.7 million to guarantee the performance by the Company of its obligations under
customer contracts.
Employment Agreements
GTSI has change in control agreements with 13 executives and key employees, and severance
agreements with 7 executives. These arrangements provide for payments of as much as 18 months of
total target compensation and continuation of benefits upon the occurrence of specified events. As
of March 31, 2010, no accruals have been recorded for these agreements.
Contingencies
Currently, and from time to time, GTSI is involved in litigation incidental to the conduct of its
business. As of March 31, 2010, GTSI is not a party to any lawsuit or proceeding that, in
managements opinion, is likely to have a material adverse effect on GTSIs financial position or
results of operations.
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13. Related Party Transactions
In 2002, GTSI made a $0.4 million investment in Eyak Technology, LLC (EyakTek) and acquired a 37%
ownership of EyakTek. GTSI is not the primary beneficiary of this VIE because the Company does
not control, through voting rights or other means, EyakTek. The investment balance is included in
the long-term receivables and other assets in the accompanying Unaudited Condensed Consolidated
Balance Sheets and represents the maximum exposure to the Company. The investment in EyakTek is
accounted for under the equity method and adjusted for earnings or losses as reported in the
financial statements of EyakTek and dividends received from EyakTek. At March 31, 2010 and December
31, 2009, the investment balance for EyakTek was $8.6 million and $8.0 million, respectively, and
for the three months ended March 31, 2010 and 2009, equity in earnings was $1.5 million and $0.8
million, respectively.
GTSI recognized sales to EyakTek and its wholly owned subsidiary of $5.1 million and $0.4
million for the three months ended March 31, 2010 and 2009, respectively. GTSI receives a fee from
EyakTek based on sales from products sold at cost by GTSI to EyakTek. Fees recorded by the Company,
which are recognized when EyakTek sells to third party customers, are $0.1 million and less than
$0.1 million for the three months ended March 31, 2010 and 2009, respectively, which are included
in sales in the accompanying Unaudited Condensed Consolidated Statements of Operations.
The following table summarizes EyakTeks unaudited financial information for the periods presented
in the accompanying Statement of Operations (in thousands):
Three Months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Revenues |
$ | 94,485 | $ | 70,723 | ||||
Gross margin |
$ | 9,192 | $ | 6,877 | ||||
Net income |
$ | 3,979 | $ | 2,167 |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis is provided to increase the understanding of, and should be
read in conjunction with, our unaudited condensed consolidated financial statements and notes
included in Part I, Item 1 of this Quarterly Report on Form 10-Q and our consolidated financial
statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2009. We use
the terms GTSI, we, the Company, our, and us to refer to GTSI Corp. and its subsidiaries.
Disclosure Regarding Forward-Looking Statements
Readers are cautioned that this Quarterly Report on Form 10-Q 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, relating to our operations that are based on our
current expectations, estimates, forecasts and projections. Words such as expect, plan,
believe, anticipate, intend and similar expressions are intended to identify these
forward-looking statements. These statements are not guarantees of future performance and are
subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual
results in future periods may differ materially from those expressed or projected in any
forward-looking statements because of a number of risks and uncertainties, including:
| 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 |
For a detailed discussion of risk factors affecting GTSIs business and operations, see Item 1A,
Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2009. We undertake
no obligation to revise or update any forward-looking statements for any reason.
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Overview
GTSI has over 26 years of experience in selling IT products and solutions primarily to U.S.
Federal, state and local governments and to prime contractors that are working directly under
government contracts. We believe our key differentiators to be our strong brand among government
customers, extensive contract portfolio, close relationships with wide variety of vendors, and a
technology lifecycle management framework approach.
The IT solutions we offer to our customers have a strong product component, along with a services
component on many solutions. We connect ITs leading vendors, products and services inside the core
technology areas most critical to government success by partnering with global IT leaders such as
Cisco, Microsoft, Oracle, Hewlett Packard, Panasonic and Network Appliance. GTSI has strong
strategic relationships with hardware and software industry leading OEMs and includes these
products in the solutions provided to our customers.
During the past several years, we have continued our realignment around solutions that we believe
will provide us with a greater opportunity for sustained return on investment. We have directed our
attention to government solutions, including mobile evidence capture, unified communications,
mobile clinical applications, green IT, virtualization and cloud computing.
To help our customers acquire, manage and refresh this technology in a strategic and
application-appropriate manner, GTSI has created a mix of professional and financial services
capable of managing and funding the entire technology lifecycle. Additionally, GTSI offers leasing
arrangements to allow government agencies to acquire access to technology as an evenly distributed
operating expense, rather than the much more budget-sensitive and discontinuous capital expenses.
We believe this model represents a distinctive advantage to our customers.
The Companys financial results for the first quarter ended March 31, 2010 were negatively impacted
by the weak economy, the continued consolidation within the OEM market place, competitive pricing
pressures and weak sales activity in certain pockets of the hardware and software commodity
segments. The Company is reducing its exposure to costs in non-core assets by moving the business
practices of healthcare solutions and human resource practices consulting out of GTSI. We have and
will continue to aggressively manage and reduce operating expenses where possible.
For the quarter ended March 31, 2010 compared to the quarter ended March 31, 2009:
| 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. |
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Critical Accounting Estimates and Policies
Our unaudited condensed consolidated financial statements are based on the selection of accounting
policies and the application of significant accounting estimates, some of which require management
to make significant assumptions. We believe that some of the more critical estimates and related
assumptions that affect our financial condition and results of operations pertain to revenue
recognition, financing receivables, valuation of inventory, capitalized internal use software,
estimated payables and income taxes. For more information on critical accounting estimates and
policies see the MD&A discussion included in our Annual Report on Form 10-K for the year ended
December 31, 2009. We have discussed the application of these critical accounting estimates and
policies with the Audit Committee of our Board of Directors.
Historical Results of Operations
The following table illustrates the unaudited percentage of sales represented by items in our
condensed consolidated statements of operations for the periods presented.
Three months ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Sales |
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 | )% | ||||
The following tables indicate, for the periods indicated, the approximate sales by type and vendor
along with related percentages of total sales (in millions).
Three months ended | ||||||||||||||||
March 31, | ||||||||||||||||
Sales by Type | 2010 | 2009 | ||||||||||||||
Hardware |
$ | 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 ended | ||||||||||||||||
Sales by Vendor (based | March 31, | |||||||||||||||
on 2010 sales) | 2010 | 2009 | ||||||||||||||
Cisco |
$ | 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 | % | ||||||||
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Three Months Ended March 31, 2010 Compared With the Three Months Ended March 31, 2009
Sales
Total sales, consisting of product, service and financing revenue, decreased $42.3 million, or
29.3% from $144.1 million for the three months ended March 31, 2009 to $101.8 million for the three
months ended March 31, 2010. The sales activity of each of the three product lines are discussed
below.
Product revenue includes the sale of hardware, software and license maintenance on the related
software. Product sales decreased $39.0 million, or 30.5%, from $127.7 million for the three months
ended March 31, 2009 to $88.7 million for the three months ended March 31, 2010. Product revenue as
a percent of total revenue decreased 1.5% from 88.7% for the three months ended March 31, 2009 to
87.2% for the three months ended March 31, 2010. During the three months ended March 31, 2010, the
Company was impacted by an overall decrease in hardware and software revenue due to the weak
economy, weak sales activity in certain pockets of the hardware and software commodity segments,
and several large software orders that closed during the three months ended March 31, 2009.
Service revenue includes the sale of professional services, resold third-party service products,
hardware warranties and maintenance on hardware; we net revenues where we are not the primary
obligor, we netted approximately $28.4 million and $21.0 million for the three months ended March
31, 2009 and 2010, respectively. Service revenue decreased $3.6 million, or 24.9% from $14.3
million for the three months ended March 31, 2009 to $10.7 million for the three months ended March
31, 2010. The majority of the decrease in service revenue is a result of decreased sales of
delivered services. Delivered service revenue decreased $3.2 million, from $11.1 million for the
three months ended March 31, 2009 to $7.9 million for the three months ended March 31, 2010.
Service revenue as a percent of total revenue increased 0.6% from 9.9% for the three months ended
March 31, 2009 to 10.5% for the three months ended March 31, 2010.
Financing revenue consists of lease related transactions and includes the sale of leases that are
properly securitized having met the sale criteria under FASB ASC 860, Transfers and Servicing,
(ASC 860), the annuity streams of in-house leases and leases that are not securitized or have not
met the sale criteria under ASC 860 and the sale of previously leased equipment. Financing revenue
increased $0.3 million, or 14.7%, from $2.1 million for the three months ended March 31, 2009 to
$2.4 million for the three months ended March 31, 2010; due to increased new lease sales of $1.2
million that were properly securitized under ASC 860; partially offset by $0.6 million decrease in
lease residual sales and $0.4 million decrease in annuity streams of in-house leases.
Although we offer our customers access to products from hundreds of vendors, 85.6% of our total
sales in the first quarter of 2010 were products from five vendors; Cisco was our top vendor in the
first quarter of 2010 with sales of $32.7 million. Sales from these five vendors decreased by $1.4
million, or 1.6% for the three months ended March 31, 2010. As a percent of total sales the first
quarter of 2010 top five vendors increased 24.2 percentage points to 85.6% for the three months
ended March 31, 2010 from 61.4% for the three months ended March 31, 2009. Our top five vendors may
fluctuate between periods because of the timing of certain large contracts. In 2010, we consider
Cisco, Microsoft, Oracle, Hewlett Packard, Panasonic, NetApp, Dell, Citrix and Hitachi as our
strategic partners. With the Sun/Oracle merger and the continued consolidation within the OEM
market place, we are likely to see continued pricing pressure from our partners in the market
place. Oracle has announced changes to their pricing model, which may negatively impact our future
sales and gross margin.
Gross Margin
Total gross margin, consisting of product, service and financing revenue less their respective cost
of sales, decreased $2.1 million, or 13.7%, from $15.7 million for the three months ended March 31,
2009 to $13.5 million for the three months ended March 31, 2010. As a percentage of total sales,
gross margin for the three months ended March 31, 2010 increased 2.4% percentage points from the
three months ended March 31, 2009. The gross margin activity of each of the three product lines are
discussed below.
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Product gross margin decreased $0.7 million, or 7.4%, from $8.9 million for the three months ended
March 31, 2009 to $8.3 million for the three months ended March 31, 2010. During the three months
ended March 31, 2010, the Companys gross margin was impacted by an overall decrease in hardware
and software revenue due to the weak economy, weak sales activity in certain pockets of the
hardware and software commodity segments, and several large software orders that closed during the
three months ended March 31, 2009. Product gross margin as a percentage of sales increased 2.3
percentage points from 7.0% for the three months ended March 31, 2009 to 9.3% for the three months
ended March 31, 2010. The increase in product gross margin as a percentage of sales resulted from a
higher percentage of hardware sales which generally have a higher gross margin percentage than
software sales.
Service gross margin decreased $1.3 million, or 25.1%, from $5.0 million for the three months ended
March 31, 2009 to $3.7 million for the three months ended March 31, 2010. Service gross margin as a
percentage of sales decreased 0.1 percentage points to 34.9% for the three months ended March 31,
2010 from 35.0% for the three months ended March 31, 2009. These gross margin decreases were driven
by lower revenue and gross margin in delivery and support services for the three months ended March
31, 2010 as compared to the same period in 2009.
Financing gross margin decreased $0.2 million, or 13.2% from $1.8 million for the three months
ended March 31, 2009 to $1.5 million for the three months ended March 31, 2010 due to decreased
revenue on lease residual sales during the three months ended March 31, 2010 as compared to the
same period in 2009 and due to lower annuity streams of in-house leases; partially offset by an
increase in the sale of leases that were properly securitized. Gross margin as a percentage of
sales decreased 20.5 percentage points from 84.4% for the three months ended March 31, 2009 to
63.9% for the three months ended March 31, 2010, due to an increase in new lease sales for the
three months ended March 31, 2010, which generally have a lower gross margin percentage than other
financing activities.
Selling, General & Administrative Expenses (SG&A)
During the three months ended March 31, 2010, SG&A expenses decreased $0.6 million, or 2.8% from
the same period in 2009. SG&A as a percentage of sales increased to 21.8% in the first quarter of
2010 from 15.9% for the same period in 2009. The decrease in SG&A expenses was mainly due to lower
personnel related costs attributed to lower margins resulting in a $0.5 million reduction of
incentive and commission compensation expense.
Interest and Other Income, Net
Interest and other income, net, for the three months ended March 31, 2010 was $1.4 million as
compared $0.3 million for the same period in 2009. The improvement in interest income, net, was due
to higher equity income from affiliates in 2010, lower interest expense in 2010 of $0.1 million and
lower amortization on deferred financing costs of $0.3 million. Equity income from affiliates
related to our equity investments in Eyak Technology, LLC increased by $0.6 million in 2010
compared with prior year.
Income Taxes
GTSI had losses of $7.2 million and $6.9 million before income taxes for the three months ended
March 31, 2010 and 2009, respectively.
For the three months ended March 31, 2010, an income tax benefit of $2.7 million was recognized as
it is managements assessment under ASC 740, Income Taxes (ASC 740) that there is sufficient
evidence to record the tax benefit on the year to date loss. The net income tax benefit includes an
income tax benefit of less than $0.1 million for the decrease in accrued interest and penalties for
uncertain tax positions due to the expiration of applicable statute of limitations.
For the three months ended March 31, 2009, an income tax benefit of $3.0 million was recognized as
it is managements assessment under ASC 740 that there is sufficient evidence to record the tax
benefit on the year to date loss. The net income tax benefit includes an income tax expense of less
than $0.1 million related to the accrual of interest and penalties for uncertain tax positions and
payment of state income tax notices. Such benefit was fully offset by the decrease in accrued
interest and penalties due to the expiration of applicable statute of limitations.
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Seasonal Fluctuations
Historically, over 90% of our annual sales have been earned from departments and agencies of the
U.S. Federal Government, either directly or indirectly through system integrators for which GTSI is
a sub-contractor. We have historically experienced, and expect to continue to experience,
significant seasonal fluctuations in our operations as a result of government buying and funding
patterns, which also affect the buying patterns of GTSIs prime contractor customers. These buying
and funding patterns historically have had a significant positive effect on our bookings in the
third quarter ended September 30 each year (the Federal governments fiscal year end), and
consequently on sales and net income in the third and fourth quarters of each year. Conversely,
sales during the first quarter of our fiscal year have traditionally been the weakest for GTSI,
consisting of less than 20% of our annual sales. Our SG&A expenses are more level throughout the
year, although our sales commissions programs generally result in marginally increased expenses in
the fourth quarter of our fiscal year.
Quarterly financial results are also affected by the timing of contract awards and the receipt of
products by our customers. The seasonality of our business, and the unpredictability of the factors
affecting such seasonality, makes GTSIs quarterly and annual financial results difficult to
predict and subject to significant fluctuation.
Liquidity and Capital Resources
Cash flows for the three months ended March 31,
(in millions) | 2010 | 2009 | Change | |||||||||
Cash provided by operating activities |
$ | 34.7 | $ | 31.3 | $ | 3.4 | ||||||
Cash used in investing activities |
$ | (0.1 | ) | $ | (0.3 | ) | $ | 0.2 | ||||
Cash used in financing activities |
$ | (18.8 | ) | $ | (22.5 | ) | $ | 3.7 |
During the three months ended March 31, 2010, our cash balance increased $15.7 million from our
December 31, 2009 balance. The non-interest bearing advances under our Credit Agreement, which are
classified as Accounts Payable floor plan on our consolidated balance sheets, are included as a
financing activity on our Unaudited Condensed Consolidated Statements of Cash Flows.
Cash provided by operating activities for the three months ended March 31, 2010 was $34.7 million,
an increase of $3.4 million compared to the same period last year. The increase was primarily due
to a $96.8 million decrease in accounts receivable for the three months ended March 31, 2010, as
compared to a $45.6 million decrease in accounts receivable for the same period in 2009 and a $4.2
million decrease in inventory for the three months ended March 31, 2010, as compared to a $7.4
million increase in inventory for the same period in 2009; partially offset by a $52.0 million
decrease in accounts payable for the three months ended March 31, 2010, as compared to a $7.7
million increase in accounts payable for the same period in 2009.
Cash used in investing activities for the three months ended March 31, 2010 was $0.1 million, a
decrease of $0.2 million as compared with the same period in 2009. This decrease was due to higher
purchases of assets in 2009 related to GTSIs Enterprise Management System.
Cash used in financing activities for the three months ended March 31, 2010 was $18.8 million, a
decrease of $3.7 million as compared to $22.5 million for the same period in 2009. The decrease
was due to $22.4 million net repayments for the three months ended March 31, 2009 under our Credit
Facility that was terminated in May 2009; partially offset by $18.4 million of net repayments for
the three months ended March 31, 2010 of floor plan loans related to the Credit Agreement and
common stock purchases of $0.4 million during the three months ended March 31, 2010 as compared to
$0.1 million of net share settlements for the three months ended March 31, 2009.
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Credit Agreement
On May 27, 2009, we entered into a $135 million credit agreement with Castle Pines Capital LLC
(CPC) and other lenders (the Credit Agreement), which includes inventory financing. The Credit
Agreement provides a vendor and distributor program under which we receive financing for
inventory purchases from several of our largest CPC approved vendors with extended payment terms.
Borrowing under the Credit Agreement at any time is limited to the lesser of (a) $135 million or
(b) a collateral-based borrowing base (eligible accounts receivable and inventory balances) less
outstanding obligations relating to any borrowings, floor plan loans and stand-by letters of
credits.
As of March 31, 2010, borrowing capacity and availability under the Credit Agreement was as follows
(in thousands):
Total Credit Agreement |
$ | 135,000 | ||
Borrowing base limitation |
(72,987 | ) | ||
Total borrowing capacity |
62,013 | |||
Less: interest-bearing borrowings |
| |||
Less: non-interest bearing advances (floor plan loans) |
(16,495 | ) | ||
Less: letters of credit |
(5,138 | ) | ||
Total unused availability |
$ | 40,380 | ||
As of March 31, 2010, the Company had no outstanding loan balance (other than non-interest bearing
floor plan loans) under the Credit Agreement and as reflected above, unused available credit
thereunder of $40.4 million.
The Credit Agreement contains customary covenants that the Company is required to meet. The
Company was in compliance with all financial and informational covenants as set forth in the Credit
Agreement as of March 31, 2010. The Company currently relies on its Credit Agreement as its
primary vehicle to finance its operations. If the Company fails to comply with any material
provision or covenant of our Credit Agreement, it would be required to seek a waiver or amendment
of covenants.
Liquidity
Our working capital as of March 31, 2010 decreased approximately $2.2 million from our working
capital at December 31, 2009. GTSIs current assets decreased $82.5 million as of March 31, 2010
when compared to our December 31, 2009 balance. This decrease is due to a decrease in accounts
receivable of $96.8 million and increased cash of $15.7 million. The decrease in accounts
receivable is due to the normal seasonality of our business coupled with disappointing sales for
the three months ended March 31, 2010. The increase in cash is due to the use of the Credit
Agreements non-interest bearing floor plan arrangement along with better cash management and
collection efforts. Current liabilities decreased $80.3 million due to a decrease in accounts
payable of $52.0 million and a decrease in accounts payable floor plan of $18.4 million mainly
due to the seasonality of our business.
During the second quarter of 2009, the Company began using the extended channel financing
arrangement in the Credit Agreement for inventory financing and working capital requirements. Our
balance outstanding as of March 31, 2010 under this program was $16.5 million with additional
availability of $40.4 million. We also use vendor lines of credit to manage purchasing and maintain
a higher level of liquidity. As of March 31, 2010, the balance outstanding under these vendor lines
of credit, which represent pre-approved purchasing limits with normal payment terms, was $24.2
million with additional availability of $46.9 million.
On June 8, 2009, our Board of Directors authorized a program for periodic purchases of GTSI common
stock through May 27, 2011 for an aggregate purchase price not to exceed $5 million (the
Program). During the three months ended March 31, 2010, 60,407 shares have been repurchased under
the Program at an average market price of $5.67 per share.
Recent distress in the financial markets has had an adverse impact on financial market activities
including, among other things, extreme volatility in security prices, severely diminished liquidity
and credit availability, rating
downgrades of certain investments and declining valuations of others. We have assessed the
implications of these factors on our current business and determined the decrease in available
funds has resulted in an increase in the cost of funds, negatively impacting the margin percentage,
but do not believe will have a material impact to the Company.
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Capital Requirements
Our ongoing capital requirements depend on a variety of factors, including the extent to which we
are able to fund the cash needs of our business from operations. We anticipate that we will
continue to rely primarily on operating cash flow, vendor credit and our Credit Agreement to
finance our operating cash needs. We believe that such funds should be sufficient to satisfy our
anticipated cash requirements for operations over the next 12 months.
New Accounting Pronouncements
In October 2009, the FASB issued amendments to the accounting and disclosure for revenue
recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010,
modify the criteria for recognizing revenue in multiple element arrangements and the scope of what
constitutes a non-software deliverable. The guidance relates to the determination of when the
individual deliverables included in a multiple-element arrangement may be treated as separate units
of accounting and modifies the manner in which the transaction consideration is allocated across
the individual deliverables. Also, the guidance expands the disclosure requirements for revenue
arrangements with multiple deliverables. This guidance removes tangible products from the scope of
the software revenue guidance if the products contain both software and non-software components
that function together to deliver a products essential functionality and provides guidance on
determining whether software deliverables in an arrangement that includes a tangible product are
within the scope of the software revenue guidance. The guidance must be applied as of the
beginning of each reporting entitys first annual reporting period that begins after June 15, 2010,
and may be applied retrospectively for all periods presented or prospectively to arrangements
entered into or materially modified after the adoption date. The Company is currently evaluating
the potential impact on its financial position and results of operations.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
On May 27, 2009, GTSI entered into a $135 million credit agreement with Castle Pines Capital LLC
(CPC) and other lenders (the Credit Agreement). The Credit Agreement provides a vendor and
distributor program under which we receive financing for inventory purchases from several of our
largest CPC approved vendors with extended payment terms. The Credit Agreement, which matures on
May 27, 2011, carries an interest rate indexed at 1-Month LIBOR plus 300 basis points for revolving
loan advances and 1-Month LIBOR plus 350 basis points for floor plan loans.
This Credit Agreement exposes us to market risk from changes in interest rates. For purposes of
specific risk analysis, we use sensitivity analysis to determine the effects that market risk
exposures may have.
Our results of operations may be affected by changes in interest rates due to the impact those
changes have on any borrowings under our Credit Agreement. If interest rates increase, our debt
service obligations on the variable rate indebtedness would increase even though the amount
borrowed remained the same, which would require more cash to service our indebtedness. As of March
31, 2010 and December 31, 2009, the Company had no outstanding loan balance (other than
non-interest bearing floor plan loans) and an available credit of $40.4 and $82.9 million,
respectively. We have not used derivative instruments to alter the interest rate characteristics of
our borrowings.
Long-term debt includes amounts related to lease transactions, which is disclosed in Note 7 as
long-term financed lease debt. These amounts will amortize over the period of the lease
instruments with no cash affect to the Company. A change in interest rates would result in no
additional interest expense related to financed lease debt. We had no long-term debt and long-term
financed lease debt as of March 31, 2010 and December 31, 2009.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management,
including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), as of March 31, 2010. Based
on this evaluation, our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SECs rules
and forms and to provide reasonable assurance that such information is accumulated and communicated
to our management, including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving
their objectives as specified above. Management does not expect, however, that our disclosure
controls and procedures will prevent or detect all error and fraud. Any control system, no matter
how well designed and operated, is based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met. Further, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the three months ended
March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We have, in the normal course of business, certain claims, including legal proceedings, against us
and against other parties. We believe the resolution of these claims will not have a material
adverse effect on our results of operations or financial position. However, the results of any
legal proceedings cannot be predicted with certainty.
Further, from time-to-time, agencies of the U.S. Government investigate whether our operations are
being conducted in accordance with applicable regulatory requirements. U.S. Government
investigations of us, whether relating to government contracts or conducted for other reasons,
could result in administrative, civil or criminal liabilities, including repayments, fines or
penalties being imposed upon us, or could lead to suspension or debarment from future U.S.
Government contracting. U.S. Government investigations often take years to complete and many result
in no adverse action against us. We believe, based upon current information, that the outcome of
any such government disputes and investigations will not have a material adverse effect on our
financial position.
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q and our 2009 Form 10-K, you should
carefully consider the risk factors associated with our business discussed under the heading Risk
Factors in Part I, Item 1A of our 2009 Form 10-K. There has been no material changes to the risk
factors discussed in our 2009 Form 10-K. The risks discussed in our 2009 Form 10-K are not the only
risks we face. Additional risks and uncertainties not currently known to us or that we currently
believe to be immaterial also may materially adversely affect our business, financial condition
and/or results of operations in the future.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Recent Sales of Unregistered Sales
None.
(b) Use of Proceeds
None.
(c) Issuer Purchases of Equity Securities
On December 19, 2008, the Companys Board of Directors (the Board) authorized a program for
periodic purchases of GTSI common stock over a 24 month period in an aggregate amount not to exceed
two million shares. On June 8, 2009, the Board authorized a program for periodic purchases of GTSI
common stock through May 27, 2011 for an aggregate purchase price not to exceed $5 million,
replacing GTSIs stock repurchase program announced in December 2008. The following table sets
forth the purchases of our common stock we made during the three months ended March 31, 2010:
(a) | Total Number of | Maximum Dollar | ||||||||||||||
Total | Shares Purchased | Value of Shares | ||||||||||||||
Number | Average | as Part of | that May Yet Be | |||||||||||||
of Share | Price Paid | Publicly Announced | Purchased Under the | |||||||||||||
Period | Purchased | per Share | Plans or Programs | Plans or Programs | ||||||||||||
January 1 to January 31 |
18,796 | $ | 5.47 | 18,796 | $ | 2,538,991 | ||||||||||
February 1 to February 28 |
29,406 | $ | 5.67 | 12,191 | $ | 2,467,483 | ||||||||||
March 1 to March 31 |
29,912 | $ | 5.71 | 29,420 | $ | 2,299,583 | ||||||||||
78,114 | $ | 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. |
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Items to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
The exhibits set forth in the Exhibit Index are filed as part of this Quarterly Report on Form
10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
GTSI Corp. |
||||
Date: May 14, 2010 | /s/ SCOTT W. FRIEDLANDER | |||
Scott W. Friedlander | ||||
President and Chief Executive Officer | ||||
Date: May 14, 2010 | /s/ PETER WHITFIELD | |||
Peter Whitfield | ||||
Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit | ||
Number | Description | |
10.1
|
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 Registrants current report on Form 8-K dated January 13, 2010. |
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