Filed by Bowne Pure Compliance

Retirement plan

The Company sponsors a 401(k) tax deferred retirement plan under the Internal Revenue Code to provide retirement benefits for all eligible employees. Participating employees may voluntarily contribute up to limits provided by Internal Revenue Service regulations. Beginning January 1, 2007 the Board of Directors approved an employer match to the 401(k) plan. The Company recorded $111,541 in matching contributions for the year ended December 31, 2007. The Company did not make any contributions to the plan during the year ended December 31, 2006.

Operating leases

The Company is obligated, as lessee, under non-cancelable operating leases for office space in Alaska, Pennsylvania, Virginia and Seoul, South Korea. The minimum payments required under the leases are expensed on a pro rata basis over the term of the leases. The difference between the amounts expensed and the required lease payments is reflected as deferred rent in the accompanying consolidated balance sheets.

The following is a schedule by years of future minimum rental payments required under the operating leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2007:

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AVhLu3OcG7a2ydVBnIv6C7YdwtOI0obN6elcu6dE9kgpeGG5Sn0wtmkD8Y21GKDz F/4y006Rx4Mv0xoXjNxJUg== 0001362310-08-007202.txt : 20081113 0001362310-08-007202.hdr.sgml : 20081113 20081113135842 ACCESSION NUMBER: 0001362310-08-007202 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20081113 DATE AS OF CHANGE: 20081113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GTSI CORP CENTRAL INDEX KEY: 0000850483 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 541248422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19394 FILM NUMBER: 081184306 BUSINESS ADDRESS: STREET 1: 3901 STONECROFT BLVD CITY: CHANTILLY STATE: VA ZIP: 20151-0808 BUSINESS PHONE: 703-502-2000 MAIL ADDRESS: STREET 1: 3901 STONECROFT BLVD CITY: CHANTILLY STATE: VA ZIP: 20151-1010 10-K/A 1 c77034e10vkza.htm FORM 10-K/A Filed by Bowne Pure Compliance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission File Number: 0-19394

GTSI CORP.

(Exact name of registrant as specified in its charter)


Delaware		54-1248422
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3901 Stonecroft Boulevard, Chantilly, VA		20151-1010
(Address of principal executive offices)		(Zip Code)

703-502-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock, $0.005 par value		NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
YES o NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ

The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of June 30, 2007 was $88,470,590.

The number of shares outstanding of the registrant’s common stock on February 29, 2008 was 9,705,138.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of GTSI Corp. (“GTSI” or the “Company”) amends the Company’s Annual Report on Form 10-K for the 12 months ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 14, 2008 (“Original Filing”). The Company is filing this Amendment No. 1 for the sole purpose of including the 2006 audited financial statements for Eyak Technology, LLC as required by Rule 3-09 of Regulation S-X and the related consent of Aronson & Company (Exhibit 23.2). Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to March 14, 2008.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.
	By:	/s/ JAMES J. LETO
		James J. Leto
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on November 13, 2008 by the following persons on behalf of the registrant and in the capacities indicated.


Signature	Title	Date

/s/ JAMES J. LETO James J. Leto	Chief Executive Officer (Principal Executive Officer)	November 13, 2008

/s/ PETER WHITFIELD Peter Whitfield	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 13, 2008

EXHIBIT INDEX


Exhibit
Number		Description
	3.1	Restated Certificate of Incorporation (1)
	3.2	Bylaws, as amended (2)
	10.1	GTSI Employee’s 401(k) Investment Plan, and amendments No. 1, 2 and 3 thereto (3)
	10.2	Employee Stock Purchase Plan, as amended to date (4)
	10.3	1994 Stock Option Plan, as amended to date (5)
	10.4	Amended and Restated 1996 Stock Incentive Plan (6)
	10.5	1997 Non-Officer Stock Option Plan, as amended to date (7)
	10.6	Lease dated August 11, 1995 between the Company and Security Capital Industrial Trust, and Amendments for distribution center facility (8)
	10.7	Lease dated December 10, 1997 between the Company and Petula Associates, Ltd. and Amendment for headquarters facility (8)
	10.8	Second Amendment to Deed of Lease dated February 11, 2005 between the Company and AG/ARG Avion, L.L.C. (successor-in-interest to Petula Associates, Ltd.) for headquarters facility. (3)
	10.9	Credit Agreement dated as of June 2, 2006 between GTSI Corp., SunTrust Bank and Bank of America (9)
	10.10	Credit Agreement dated as of June 2, 2006 between GTSI Corp., and Crystal Capital Fund, L.P. (9)
	10.11	First Amendment to Credit Agreement dated as of July 13, 2006 between GTSI Corp., SunTrust Bank and Bank of America (10)
	10.12	First Amendment to Credit Agreement dated as of July 13, 2006 between GTSI Corp. and Crystal Capital Fund, L.P. (10)
	10.13	Second Amendment to Credit Agreement dated as of November 30, 2006 between GTSI Corp. the Lenders, the other Borrower Parties, and SunTrust Bank. (11)
	10.14	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. (11)
	10.15	Third Amendment to Credit Agreement dated as of March 30, 2007 between GTSI Corp. the Lenders, the other Borrower Parties, and SunTrust Bank. (13)
	10.16	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. (13)
	10.17	Amended and Restated 2007 Stock Incentive Plan (18)
	10.18	Lease dated December 5, 2007 between the Company and SP Herndon Development LP for new headquarters facility (19)
	10.19	Payment in full by the Company of its subordinated secured term loan agreement with Crystal Capital Fund, L.P. (20)
	10.20	GTSI Corp. Long Term Incentive Plan * (14)
	10.21	GTSI 2005 Executive Incentive Compensation Plan * (3)
	10.22	Form of GTSI Change in Control Agreement *(3)
	10.23	Transition Agreement with M. Dendy Young dated February 15, 2006* (15)
	10.24	Employment Agreement dated February 16, 2006 between the Registrant and James J. Leto* (16)
	10.25	Form of GTSI Severance Agreement *(17)
	10.26	Amendment to Employment Agreements date June 8, 2007* (22)
	10.27	Employment Agreement dated December 1, 2007 between the Registrant and Scott Friedlander* (23)
	14.1	Code of Ethics (12)
	16.1	Changes in Company’s Certifying Accountant (21)
	23.1	Consent of PricewaterhouseCoopers LLP (24)
	23.2	Consent of Aronson & Company (filed herewith)
	23.3	Consent of Ernst & Young LLP (24)
	31.1	Section 302 Certification of Chief Executive Officer (filed herewith)


Exhibit
Number		Description
	31.2	Section 302 Certification of Chief Financial Officer (filed herewith)
	32	Section 906 Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)
	99.1	Consolidated Financial Statements for Eyak Technology, LLC for the years ended December 31, 2007 and 2006 (audited) (filed herewith)
	99.2	Consolidated Financial Statements for Eyak Technology, LLC for the year ended December 31, 2005 (unaudited) (filed herewith)




*		Management contracts and compensatory plans and arrangements required to be filed pursuant to Item 15 (c).

(1)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.

(2)		Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 1, 2007.

(3)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.

(4)		Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 27, 2005.

(5)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.

(6)		Incorporated by reference to Appendix A of the Registrant’s 2005 Proxy Statement.

(7)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.

(8)		Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2004.

(9)		Incorporated by reference to the Registrant’s current report on Form 8-K dated June 2, 2006.

(10)		Incorporated by reference to the Registrant’s current report on Form 8-K dated July 13, 2006.

(11)		Incorporated by reference to the Registrant’s current report on Form 8-K dated December 5, 2006.

(12)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.

(13)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006.

(14)		Incorporated by reference to Appendix B of the Registrant’s 2004 Proxy Statement

(15)		Incorporated by reference to the Registrant’s current report on Form 8-K dated February 15, 2006.

(16)		Incorporated by reference to the Registrant’s current report on Form 8-K dated February 16, 2006.

(17)		Incorporated by reference to the Registrant’s current report on Form 8-K dated April 28, 2006.

(18)		Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007.

(19)		Incorporated by reference to the Registrant’s current report on Form 8-K dated December 5, 2007.

(20)		Incorporated by reference to the Registrant’s current report on Form 8-K dated February 25, 2008.

(21)		Incorporated by reference to the Registrant’s current report on Form 8-K dated June 5, 2007.

(22)		Incorporated by reference to the Registrant’s current report on Form 8-K dated June 8, 2007.

(23)		Incorporated by reference to the Registrant’s current report on Form 8-K dated December 1, 2007.

(24)		Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.

EX-23.2 2 c77034exv23w2.htm EXHIBIT 23.2 Filed by Bowne Pure Compliance

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-29439, 333-62681, 333-78199, 333-44922, 333-59478, 333-88360, 333-112738, 333-117058 and 333-143945) of our report dated November 10, 2008, with respect to the consolidated financial statements of Eyak Technology, LLC and Subsidiary for the years ended December 31, 2007 and 2006 included in the Annual Report (Form 10-K) for the year ended December 31, 2007.



	/s/ Aronson & Company

Rockville, Maryland
November 10, 2008

EX-31.1 3 c77034exv31w1.htm EXHIBIT 31.1 Filed by Bowne Pure Compliance

Exhibit 31.1

Written Certification of Chief Executive Officer

I, James J. Leto, certify that:

1. I have reviewed this annual report on Form 10-K/A of GTSI Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based upon our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2008


/s/ JAMES J. LETO James J. Leto Chief Executive Officer

EX-31.2 4 c77034exv31w2.htm EXHIBIT 31.2 Filed by Bowne Pure Compliance

Exhibit 31.2

Written Certification of Chief Financial Officer

I, Peter Whitfield, certify that:

1. I have reviewed this annual report on Form 10-K/A of GTSI Corp.;

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based upon our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrant’s board of directors:

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2008


/s/ PETER WHITFIELD Peter Whitfield Senior Vice President and Chief Financial Officer

EX-32 5 c77034exv32.htm EXHIBIT 32 Filed by Bowne Pure Compliance

Exhibit 32

Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, James J. Leto, Chief Executive Officer of GTSI Corp. (“the Company”) and Peter Whitfield, Senior Vice President and Chief Financial Officer of the Company, certify that the Annual Report on Form 10-K/A for the year ended December 31, 2007 filed by GTSI Corp. with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of GTSI Corp.


Date: November 13, 2008

/s/ JAMES J. LETO James J. Leto Chief Executive Officer

/s/ PETER WHITFIELD Peter Whitfield Senior Vice President and Chief Financial Officer

EX-99.1 6 c77034exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

EYAK TECHNOLOGY, LLC AND SUBSIDIARY
A SUBSIDIARY OF EYAK CORPORATION

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006


	Page

Report of Independent Registered Public Accounting Firm		1

Audited Consolidated Financial Statements

Consolidated Balance Sheets		2 – 3

Consolidated Statements of Income		4

Consolidated Statements of Members’ Equity		5

Consolidated Statements of Cash Flows		6 – 7

Notes to Consolidated Financial Statements		8 – 19

Report of Independent Registered Public Accounting Firm

Board of Directors
Eyak Technology, LLC
Dulles, Virginia

We have audited the accompanying Consolidated Balance Sheets of Eyak Technology, LLC and Subsidiary as of December 31, 2007 and 2006, and the related Consolidated Statements of Income, Members’ Equity, and Cash Flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Eyak Technology, LLC and Subsidiary as of December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Aronson & Company
Rockville, Maryland
November 10, 2008

- 1 -

Eyak Technology, LLC and Subsidiary

Consolidated Balance Sheets


December 31,	2007		2006
Assets
Current assets
Cash and cash equivalents	$	387,707	$	3,906,870
Accounts receivable, net		69,683,093		26,812,518
Inventory		2,863,627		855,448
Deferred contract costs		13,577,256		21,781,829
Prepaid expenses and other current assets		2,839,129		1,554,497


Total current assets		89,350,812		54,911,162


Property and equipment, net		232,185		207,559


Other assets
Loans receivable — related parties		142,991		145,557
Intangible assets, net		627,340		—
Long term lease receivables		1,456,428		—
Deposits		173,359		69,582


Total other assets		2,400,118		215,139


Total assets	$	91,983,115	$	55,333,860

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

- 2 -

Eyak Technology, LLC and Subsidiary

Consolidated Balance Sheets


	2007		2006
Liabilities and Members’ Equity
Current liabilities
Borrowings under credit facilities	$	25,476,781	$	5,814,279
Accounts payable and accrued expenses		24,066,347		16,433,469
Accounts payable — related party		12,855,118		6,026,138
Financed lease debt		1,515,996		—
Accrued salaries and related liabilities		1,581,674		929,040
Deferred revenue		16,350,133		22,207,718

Total current liabilities		81,846,049		51,410,644


Long term liabilities
Long term financed lease debt		1,456,428		—
Deferred rent		127,332		114,173


Total liabilities		83,429,809		51,524,817

Commitments and contingencies

Members’ equity		8,553,306		3,809,043


Total liabilities and members’ equity	$	91,983,115	$	55,333,860

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

- 3 -

Eyak Technology, LLC and Subsidiary

Consolidated Statements of Income


Years Ended December 31,	2007			2006

Revenue
Product revenue	$	128,950,838		$	45,940,596
Services revenue		99,634,078			46,044,333

Total revenue		228,584,916			91,984,929


Direct Costs
Product direct costs (related party purchases of $68,973,976 and $14,587,528 in 2007 and 2006, respectively; see footnote 11)		121,247,302			42,019,729
Services direct costs		86,969,652			37,863,144

Total direct costs		208,216,954			79,882,873


Gross Margin on Revenue
Product gross margin		7,703,536			3,920,867
Services gross margin		12,664,426			8,181,189

Total gross margin on revenue		20,367,962			12,102,056

Selling, general and administrative costs		12,278,686			9,644,550


Income from operations		8,089,276			2,457,506


Other income (expense)
Interest income		153,942			70,578
Interest expense		(360,837	)		(15,034	)


Total		(206,895	)		55,544


Income before minority interest		7,882,381			2,513,050

Minority interest		877,843			—


Net income	$	7,004,538		$	2,513,050

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

- 4 -

Eyak Technology, LLC and Subsidiary

Consolidated Statements of Members’ Equity


Years Ended December 31, 2007 and 2006

Balance, January 1, 2006	$	1,595,993
Distributions		(300,000	)
Net income		2,513,050


Balance, December 31, 2006	$	3,809,043
Distributions		(2,260,275	)
Net income		7,004,538


Balance, December 31, 2007	$	8,553,306

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

- 5 -

Eyak Technology, LLC and Subsidiary

Consolidated Statements of Cash Flows


Years Ended December 31,	2007			2006

Cash flows from operating activities
Net income	$	7,004,538		$	2,513,050
Adjustments to reconcile net income to net cash used by operating activities
Depreciation		135,769			117,346
Amortization		33,018			—
Bad debt expense		64,605			178,861
Minority interest		877,843			—
Distribution of profits to minority interest		(877,843	)		—
(Increase) decrease in
Accounts receivable		(48,044,252	)		(10,991,407	)
Inventory		(2,008,180	)		(855,448	)
Deferred contract costs		8,204,574			(18,466,390	)
Prepaid expenses and other current assets		(1,284,632	)		(532,341	)
Deposits		(103,777	)		40
Increase (decrease) in
Accounts payable and accrued expenses		7,632,879			934,961
Accounts payable — related party		6,828,980			1,717,811
Accrued salaries and related liabilities		652,635			757,929
Deferred revenue		(5,857,585	)		18,605,094
Deferred rent		13,159			(15,607	)

Net cash used by operating activities		(26,728,269	)		(6,036,101	)


Cash flows from investing activities
Purchases of property and equipment		(160,395	)		(88,323	)
Purchase of minority interest of subsidiary from related party		(660,358	)		—
Advances to related party		—			(41,968	)
Repayments from related party		2,566			54,055

Net cash used by investing activities		(818,187	)		(76,236	)

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

- 6 -

Eyak Technology, LLC and Subsidiary

Consolidated Statements of Cash Flows (Continued)


Years Ended December 31,	2007			2006

Cash flows from financing activities
Proceeds from credit facilities, net		19,662,502			5,814,279
Proceeds from financed lease debt		6,625,066			—
Distributions		(2,260,275	)		(300,000	)

Net cash provided by financing activities		24,027,293			5,514,279


Net change in cash and cash equivalents		(3,519,163	)		(598,058	)

Cash and cash equivalents at beginning of year		3,906,870			4,504,928

Cash and cash equivalents at end of year	$	387,707		$	3,906,870


Supplemental cash flow information
Interest paid	$	256,046		$	15,034

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

- 7 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


1.	Organization and significant accounting policies	Organization: Eyak Technology, LLC (the “Company” and “Eyaktek”), a subsidiary of The Eyak Corporation, was incorporated on January 2, 2002, under the laws of the State of Delaware. The Company provides communication solutions, information technology solutions, health care services, and architecture and engineering services to government and civilian federal agencies.

		The Company is an Alaskan Native owned 8(a) certified contractor under a program administered by the U.S. Small Business Administration (SBA) and will graduate from the 8(a) program in May 2011. GTSI Corporation (GTSI) is a 37% member in the Company.

		EG Solutions, LLC (EGS) was formed on January 24, 2006 under the laws of the State of Delaware and provides hardware and software sales and maintenance to the federal government and federal government contractors. EGS operations began during 2007. GTSI Corporation was a 49% member in EGS. On September 30, 2007 the Company purchased GTSI’s membership interest in the joint venture for $660,358. This acquisition of the noncontrolling interest in EGS was accounted for under the purchase method. The excess of the purchase price over the net book value of the assets acquired resulted in intangible assets of $660,358 (See Note 6). Under the terms of the purchase agreement, the Company signed a subcontract agreement with GTSI to continue providing services under the First Source Contract for which the joint venture was formed. At September 30, 2007, EGS was a wholly owned subsidiary of Eyaktek.

		Principles of consolidation: The accompanying consolidated balance sheet includes the accounts of Eyak Technology, LLC and its subsidiary, EG Solutions, LLC (collectively, the Company). The consolidated statements of income, members’ equity, and cash flows include the accounts of Eyak Technology, LLC and its interest in EG Solutions, LLC. All contract activity in the subsidiary is presented at full value with the minority interest in the subsidiary presented on the accompanying consolidated balance sheets and statements of income. All significant intercompany balances and transactions have been eliminated in consolidation.

		Revenue: The Company recognizes revenue when persuasive evidence of a sale arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. The Company recognizes revenue from product sales when title passes to the customer, typically upon delivery. When a customer order contains multiple items such as hardware, software and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting as prescribed under Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”). EITF 00-21 states that delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in Eyak Tek’s control.

- 8 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


						Generally, the Company is able to establish fair value for all elements of the arrangement. In these instances, revenue is recognized on each element separately. However, if fair value cannot be established or if the delivered items do not have standalone value to the customer without additional services being provided, the Company recognizes revenue on the contract as a single unit of accounting.

						In most cases, revenue from hardware and software product sales is recognized when title passes to the customer. Based upon the Company’s standard shipping terms, FOB destination, title passes upon delivery of the products to the customer. However, occasionally Eyak Tek’s customers will request bill-and-hold transactions in situations where the customer does not have space available to receive products or is not able to immediately take possession of products for other reasons, in which case Eyak Tek will store the purchased equipment in its distribution center. Under Staff Accounting Bulletin 104, the Company only
						recognizes revenue for bill-and-hold transactions when the goods are complete and ready for shipment, title and risk of loss have passed to the customer, management receives a written request from the customer for bill-and-hold treatment, and the ordered goods are physically segregated in Eyak Tek’s warehouse from other inventory and cannot be used to fulfill other customer orders.

						In accordance with EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs, the Company records freight billed to customers as sales and the related shipping costs as cost of sales.

						The Company leases products under lease arrangements. The Company accounts for its leases according to the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“FAS”) No. 13, Accounting for Leases, (“FAS 13”). The Company may transfer the rights to future payments and the related equipment to a financing company, and, accounts for the transfer in accordance with FAS No. 140, Accounting for the Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a Replacement of FASB Statement 125 (“FAS 140”). The transfer in 2007 did not meet the criteria for a sale under FAS 140 and is accounted for as a secured borrowing with a pledge of collateral. As a result, the Company has recorded receivables and secured borrowings, within accounts receivable and long-term receivables, and as financed lease debt on the balance sheet.

						Revenue from fixed-price type service contracts is recognized under the proportional performance method of accounting, with costs and estimated profits included in contract revenue as work is performed. If actual and estimated costs to complete a contract indicate a loss, a provision is made currently for the loss anticipated on the contract. Revenue from time and materials contracts is recognized as costs are incurred at amounts represented by the agreed-upon billing amounts. Occasionally the Company hires third party contractors to carry out our service obligations. In this circumstance, revenue is recognized over the performance period.

- 9 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


						Revenue recognized on contracts for which billings have not been presented to customers at year end is included in the accounts receivable classification on the accompanying consolidated balance sheets.

						Payments received in advance of the performance of services are included in the accompanying consolidated balance sheet as deferred revenue.

						Cash and cash equivalents: For purposes of financial statement presentation, the Company considers all highly liquid debt instruments with initial maturities of ninety days or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. Management does not believe that this results in any significant credit risk.

						Accounts receivable: The Company provides for an allowance for doubtful accounts based on management’s best estimate of possible losses determined principally on the basis of historical experience and specific allowances for known troubled accounts, if needed. All accounts, or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for doubtful accounts. At December 31, 2007 and 2006 management recorded an allowance of $243,465 and $178,861, respectively for estimated doubtful accounts.

						Marketing assistance fees: The Company has entered into agreements that provide for the payment of marketing assistance funds from certain vendors based on the amount of products sold. These fees are considered to be a reduction of direct costs.

						Deferred contract costs: Deferred contract costs consist primarily of amounts paid to third party vendors in support of annual or periodic service agreements directly related to amounts included in deferred revenue at the period end. These annual or periodic service agreements relate to contracts to provide satellite bandwidth; computer and networking hardware maintenance; software support and upgrade rights; and other service agreements. Deferred contract costs are charged to direct costs in the period in which the service is rendered to the customer.

						Prepaid expenses: Direct cost payments made to vendors in advance of shipments of products are charged to prepaid expenses in the accompanying consolidated balance sheets. Payments made to vendors in advance of performance of services for indirect costs are charged to prepaid expenses in the accompanying consolidated balance sheets. Prepaid expenses are charged to direct and indirect costs in the period in which the service or product is rendered to the Company.

						Inventory: Inventory consists primarily of computer equipment and is stated at the lower of cost or market using the specific identification method. The majority of the Company’s inventory at any time is made up of in-transit inventory. There are products that have been drop shipped by a vendor but not received by the end user prior to period end.

- 10 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


						Property and equipment: Property and equipment are recorded at the original cost and are being depreciated on a straight-line basis over estimated lives of three to seven years. Leasehold improvements are amortized over the life of the assets or the remaining period of the lease whichever is shorter.

						Intangible assets: Intangible and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the relevant assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the asset’s fair value and its carrying value.

						Deferred rent: The Company recognizes the minimum non-contingent rents required under operating leases as rent expense on a straight-line basis over the life of the lease, with differences between amounts recognized as expense and the amounts actually paid recorded as deferred rent on the accompanying consolidated balance sheets.

						Income taxes: The Company is taxed as a partnership, and therefore, does not pay Federal and state corporate income taxes since the tax attributes of the Company are reported on the members’ income tax returns. Consequently, no provision for income taxes has been provided in the accompanying consolidated financial statements.

						Use of accounting estimates: 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

						Reclassifications: Certain 2006 balances have been reclassified to conform with the 2007 presentation.

						New Accounting Pronouncements: In June 2006, the Emerging Issues Task Force reached a consensus on Issue No. 06-3, Disclosure Requirements for Taxes Assessed by a Governmental Authority on Revenue-Producing Transactions (“EITF 06-3”). The consensus allows an entity to choose between two acceptable alternatives based on their accounting policies for transactions in which the entity collects taxes on behalf of a governmental authority, such as sales taxes. Under the gross method, taxes collected are accounted for as a component of revenue with an offsetting expense. Conversely, the net method excludes such taxes from revenue. Companies are required to disclose the method selected pursuant to APB Opinion No. 22, Disclosure of Accounting Policies. If such taxes are reported gross and are significant, companies are required to disclose the amount of those taxes. The guidance should be applied to financial reports through retrospective application for all periods presented, if amounts are significant, for interim and annual reporting periods beginning after December 15, 2006. The Company records revenue net of such taxes.

- 11 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


						In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurement, (“FAS 157”), which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. FAS 157 is effective for interim periods beginning after November 15, 2007 and is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

						In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“FAS 159”). This statement gives entities the option to report most financial assets and liabilities at fair value, with changes in fair value recorded in earnings. This statement, which is effective for fiscal years beginning after November 15, 2007, is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

						In June 2006 the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. This statement is effective for the Company on January 1, 2009 and is not expected to have a material impact on the Company.

						In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”). FAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 also clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. The gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Moreover, FAS 160 includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. This statement will be applied by the Company beginning January 1, 2009, and earlier adoption is prohibited.

- 12 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


	2.			Accounts receivable		Accounts receivable at December 31, 2007 and 2006, consist primarily of amounts collectible from US federal government agencies and prime contractors to the government. The components of accounts receivable are:


	2007			2006
Billed receivables	$	68,140,712		$	26,779,228
Lease receivable, current		1,515,996			—
Unbilled receivables		269,850			212,151


Total		69,926,558			26,991,379
Less: Allowance for doubtful accounts		(243,465	)		(178,861	)


Total	$	69,683,093		$	26,812,518


		Of the total receivables outstanding as of December 31, 2007 and 2006 approximately 71% and 38%, respectively, were outstanding with civilian agencies and approximately 28% and 57%, respectively, with The Department of Defense. Of the receivables due from civilian agencies at December 31, 2007 and 2006, 66% and 93%, respectively were due from one and two agencies. At December 31, 2007 accounts receivables totaling $16,670,689 were assigned as collateral pursuant to the Company’s credit facility (Note 8).

3.	Transferred receivables and financed lease debt	During the year ended December 31, 2007, rights under a leasing arrangement were transferred to a third party financing company. This amount is included in cash flows from financing activities in the consolidated statement of cash flows. Though the Company received cash for the transfer of these rights, the transfer did not meet the criteria for a sale under FAS 140. As a result, receivables are reflected on the Company’s consolidated balance sheet. As payments on these receivables are made by customers directly to the third party financing companies, the related reduction of these receivables and financed lease debt will be a non-cash transaction and will be excluded from the statement of cash flows.

		The financed lease debt has an interest rate of 4.09%. The Company recognized $46,304 of income associated with the lease for the year ended December 31, 2007.

		Future minimum maturities of the financed lease debt as of December 31, 2007, are as follows:


Year
2008	$	1,515,996
2009		1,456,428


Total	$	2,972,424

- 13 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


4.	Prepaid expenses and other current	Prepaid expenses and other current assets consist of the following at December 31:
	assets


	2007		2006
Prepaid direct contract costs	$	2,449,105	$	1,452,553
Prepaid indirect costs		144,674		98,957
Other current assets		245,350		2,987


Total	$	2,839,129	$	1,554,497


5.		Property and equipment		Property and equipment consist of the following at December 31:


	2007			2006

Furniture, fixtures and equipment	$	487,272		$	359,659
Software		85,324			61,694
Leasehold improvements		30,528			54,966


Total		603,124			476,319

Less: Accumulated depreciation		(370,939	)		(268,760	)


Net	$	232,185		$	207,559

- 14 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


6.		Intangible assets		Intangible assets resulted from the purchase of the minority interest in EG Solutions, LLC from GTSI Corporation during 2007. Intangible assets consisted of the following at December 31, 2007:


			Accumulated			Weighted
	Cost		Amortization			Average Life
Contract rights	$	557,330	$	(27,867	)		5
Contract backlog		103,028		(5,151	)		1


Total	$	660,358	$	(33,018	)


				The intangible assets have no residual value at the end of their useful life. Amortization expense for the year ended December 31, 2007 was $33,018. Estimated amortization expense for the next five years as of December 31, 2007 is as follows:


Year Ending
December 31,	Amount
2008	$	161,252
2009		146,354
2010		143,741
2011		123,765
2012		52,228


7.	Accounts payable	Accounts payable and accrued expenses consist of the following at December 31:
	and accrued expenses


	2007		2006
Trade payables	$	22,057,200	$	15,600,455
Other accrued expenses		2,009,147		833,014


Total	$	24,066,347	$	16,433,469

- 15 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


8.	Credit facilities	In January 2007 the Company entered into a financing arrangement with GE Commercial Distribution Finance Corporation (CDF). The arrangement consists of two separate agreements: a Business Financing Agreement (BFA) and an Inventory Financing Agreement (IFA). Under the terms of the agreements, the Company may borrow, between the two facilities, up to a total of $6,000,000 between January 1 and August 31, and $10,000,000 between September 1 and December 31. Amounts are advanced at the discretion of GE. The arrangements are secured by the assets of the Company and are guaranteed by The Eyak Corporation, a 51% owner of the Company and are due on demand.

		The IFA is to be used to purchase inventory from approved vendors. Interest on the IFA portion of the facility varies depending on the terms that GE has with the specific vendor. The Company can obtain advances under the BFA up to the lesser of 85% of eligible receivables, or, the maximum amount of the facility. Interest on the BFA portion of the facility is payable monthly at the London InterBank Offered Rate (LIBOR) plus 2.5%. The weighted average interest rate on outstanding advances at December 31, 2007 was 7.13%.

		The financing arrangements contain certain financial covenants that require the Company to retain at least 50% of its net income on a quarterly basis and to maintain a ratio of funded debt to EBITDA of not more than 4.5:1 as of September 30 and December 31, and 3.5:1 as of March 31, and June 30.

		At December 31, 2007 the GE CDF extended the Company a temporary over-line increasing the line to $18,000,000 from December 31, 2007 to February 29, 2008. There was no additional cost to the Company associated with the temporary over-line.

		During 2006, the Company entered into a “Short Term Accounts Receivable Program” (STAR Agreement) with a finance company. Under the terms of the agreement, the Company may obtain advances on approved customer purchase orders. Interest charges accrue at LIBOR plus 3.50% per annum once the advance has been outstanding for 45 days. No interest accrues for advances outstanding less than 45 days. The Company includes amounts advanced as borrowings under the credit facility in the accompanying consolidated balance sheets. Advances under the agreement are secured by specific accounts receivable of the Company and are due on demand.

		At December 31, 2007 $16,670,689 of accounts receivable have been assigned as collateral pursuant to the credit facilities.

- 16 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


						As of December 31, 2007 and 2006 borrowings under the credit facilities were comprised of:


	2007		2006
Borrowings under BFA	$	12,009,879	$	—
Borrowings under IFA		1,024,496		—
Borrowings under STAR agreement		12,442,406		5,814,279


Toal borrowings under credit facilities	$	25,476,781	$	5,814,279


Year Ending
December 31	Total

2008	$	627,691
2009		649,887
2010		48,186


Total	$	1,325,764


						Total rent expense for the years ended December 31, 2007 and 2006 was $684,916 and $326,856, respectively. Due to the growth of the organization, the Company entered into a new office lease during 2007 moving its headquarters to Dulles, Virginia. As of December 31, 2007, there are nineteen months remaining on the lease for the old headquarters office space. The Company is currently trying to sub-lease that space. Included in rent expense at December 31, 2007 is $149,840 representing the Company’s remaining lease obligation, net of expected sublease recoveries and the write off of leasehold improvements. This charge is included in selling, general and administrative costs in the accompanying consolidated statements of income. Cash payments since the cease-use date were $138,573 and the remaining liability at December 31, 2007 was $139,129.

- 17 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


11.	Related party transactions	The Company has an unsecured loan to The Eyak Corporation, a 51% member in the Company. Interest is due annually at 3.75% and there are no stated repayment terms. The balance at December 31, 2007 and 2006 is $9,352 and $12,981, respectively. During 2007 and 2006, The Eyak Corporation made payments on the loan of $3,629 and $1,276, respectively.

		During the year ended December 31, 2006, the Company provided assistance to a wholly-owned subsidiary of The Eyak Corporation, Eyak Environmental Sciences, LLC (EES), in the form of managerial governance and project management. In the course of this assistance, the Company paid on behalf of EES operating expenses in the amount of $268,411, which is to be fully reimbursable to the Company by The Eyak Corporation. Additional advances made by the Company during 2007 related to EES were $1,063. The receivable balance at December 31, 2007 and 2006 is $133,639 and $132,576, respectively.

		The Company executed a mentor-protege agreement with GTSI Corporation, a 37% member in the Company. As part of the mentor-protégé relationship, the Company purchases products offered for resale directly from GTSI. During the years ended December 31, 2007 and 2006, the Company had $68,973,976 and $14,587,528, respectively, of related party transactions with GTSI, of which $32.4 million and $14.6 million were purchased directly from GTSI in the respective years. Sales commissions are allocated between the Company and GTSI based on 7.5% and 15%, respectively, of gross profit margin from transactions when the Company resells GTSI’s products. The adjusted gross profit margin for these transactions is then split between the Company and GTSI.

		At December 31, 2007 and 2006, the Company has outstanding accounts payable to GTSI of $12,855,118 and $6,026,138, respectively, for purchases of GTSI’s products.

		During the years ended December 31, 2007 and 2006, the Company recorded $36,000 of expenses to the Andrews Group, Inc., a Company owned by a member of the Company’s board of directors, for subcontractor services.

		The Company leases office space from the Andrews Group in Anchorage, Alaska with an annual term that expires in 2010. Payments are due monthly in the amount of $1,200. During the years ended December 31, 2007 and 2006, rent expense under this lease was $9,600 and $14,400, respectively. During 2007, The Andrews Group sold the property being rented by the Company and the Company was released from their lease.

- 18 -

Eyak Technology, LLC and Subsidiary

Notes to Consolidated Financial Statements


		The Company entered into a new lease for office space in Anchorage, Alaska with Plaza 201 Properties, LLC. Plaza 201 Properties, LLC is owned by a one of the partners in Global Technology Group, a twelve percent owner in the Company. Rent expense paid to Plaza 201 Properties, LLC during 2007 was $4,193.

		During 2006, the Company formed a joint venture with GTSI called EG Solutions, LLC (EGS). Under the operating agreement of EGS, the Company owned fifty-one percent and GTSI owned forty-nine percent. During 2007, EGS was awarded its first major contract. Shipments under the contract started in April of 2007. Due to operational challenges, the two entities decided to change their relationship from a joint venture to a more market driven prime — subcontractor relationship. Thus, EGS distributed to GTSI their forty-nine percent share of earnings through September 30, 2007 activity and purchased GTSI’s forty-nine percent of EGS. Distributions made during 2007 to GTSI related to EGS were $877,843. The Company paid GTSI $660,358 for the forty-nine percent ownership and EGS is now a wholly-owned subsidiary of the Company.

12.	Commitments and contingencies	The Company derives a substantial portion of its revenue under contracts with the Federal government. These revenues are subject to adjustment upon audit. Management does not expect such adjustments, if any, to have a material effect on the Company’s financial position or results of operations.

		The Company is occasionally involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. The Company believes that any liability or its loss associated with such matters, individually or in aggregate will not have a material adverse effect on the Company’s financial condition or its results of operations.

- 19 -

EX-99.2 7 c77034exv99w2.htm EXHIBIT 99.2 Filed by Bowne Pure Compliance

Exhibit 99.2

EYAK TEK, LLC
A SUBSIDIARY OF EYAK CORPORATION

FINANCIAL STATEMENTS
(Not covered by Auditors’ Report)

DECEMBER 31, 2005


	Page

*Financial Statements — (Not covered by Auditors’ Report***)

Balance Sheet		2 – 3

Statement of Income		4

Statement of Members’ Equity		5

Statement of Cash Flows		6 – 7

Notes to Financial Statements		8 – 14

- 1 -

Eyak Technology, LLC

Balance Sheet


	*(Not covered by Auditors’*
	*Report)*
December 31,	2005
Assets
Current assets
Cash and cash equivalents	$	4,504,928
Accounts receivable		15,999,972
Deferred contract costs		3,315,439
Prepaid expenses		1,022,156


Total current assets		24,842,495


Property and equipment, net		236,582


Other assets
Loans receivable — related parties		157,644
Deposits		69,622


Total other assets		227,266


Total assets	$	25,306,343

The accompanying Notes to Financial Statements are an integral part of these financial statements.

- 2 -

Eyak Technology, LLC

Balance Sheet


	*(Not covered by Auditors’*
	*Report)*
	2005
Liabilities and Members’ Equity
Current liabilities
Accounts payable and accrued expenses	$	15,079,764
Accounts payable — related party		4,727,071
Accrued salaries and related liabilities		171,111
Deferred revenue		3,602,624

Total current liabilities		23,580,570


Long term liabilities
Deferred rent		129,780


Total liabilities		23,710,350

Commitments and contingencies

Members’ equity		1,595,993


Total liabilities and members’ equity	$	25,306,343

The accompanying Notes to Financial Statements are an integral part of these financial statements.

- 3 -

Eyak Technology, LLC

Statement of Income


	*(Not covered by Auditors’*
	*Report)*
Years Ended December 31,	2005

Product revenue	$	48,365,805
Services revenue		24,097,588

Total revenue		72,463,393


Product direct cost (related party purchases of $14,587,528 and $26,156,737 in 2006 and 2005, respectively; see footnote 10)		45,378,976
Services direct costs		19,771,914

Total direct costs		65,150,890


Product gross margin		2,986,829
Services gross margin		4,325,674

Total gross margin on revenue		7,312,503

Selling, general and administrative costs		7,217,061


Income from operations		95,442


Other income (expense)
Interest income		33,573
Interest expense		—


Total		33,573


Net income	$	129,015

The accompanying Notes to Financial Statements are an integral part of these financial statements.

- 4 -

Eyak Technology, LLC

Statement of Members’ Equity

(Not covered by Auditors’ Report)


Year Ended December 31, 2005

Balance, January 1, 2005	$	1,766,978
Distributions		(300,000	)
Net income		129,015


Balance, December 31, 2005		1,595,993

The accompanying Notes to Financial Statements are an integral part of these financial statements.

- 5 -

Eyak Technology, LLC

Statement of Cash Flows


	*(Not covered by Auditors’*
	*Report)*
Years Ended December 31,	2005

Cash flows from operating activities
Net income	$	129,015
Adjustments to reconcile net income to net cash (used) provided by operating activities
Depreciation and amortization		89,259
(Increase) decrease in
Accounts receivable		(10,481,344	)
Deferred contract costs		384,485
Prepaid expenses		426,914
Deposits		12,612
Increase (decrease) in
Accounts payable and accrued expenses		11,915,626
Accounts payable — related party		1,736,374
Accrued salaries and related liabilities		(493,555	)
Deferred revenue		(1,571,687	)
Deferred rent		129,780

Net cash (used) provided by operating activities		2,277,479


Cash flows from investing activities
Purchases of property and equipment		(227,766	)
Advances to related party		(144,019	)

Net cash used by investing activities		(371,785	)

The accompanying Notes to Financial Statements are an integral part of these financial statements.

- 6 -

Eyak Technology, LLC

Statement of Cash Flows
(continued)


	*(Not covered by Auditors’*
	*Report)*
Years Ended December 31,	2005

Cash flows from financing activities
Proceeds from borrowings under STAR agreement		—
Distributions		(300,000	)

Net cash provided (used) by financing activities		(300,000	)


Net change in cash and cash equivalents		1,605,694

Cash and cash equivalents at beginning of year		2,899,234

Cash and cash equivalents at end of year	$	4,504,928

The accompanying Notes to Financial Statements are an integral part of these financial statements.

- 7 -

Eyak Technology, LLC

Notes to Financial Statements
(Not covered by Auditors’ Report)


1.	Organization and significant accounting policies	Organization: Eyak Technology, LLC (the “Company” and “Eyaktek”), a subsidiary of The Eyak Corporation, was incorporated on January 2, 2002, under the laws of the State of Delaware. The Company provides communication solutions, information technology solutions, health care services, and architecture and engineering services to government and civilian federal agencies. The Company is an Alaskan Native owned 8(a) certified contractor under a program administered by the U.S. Small Business Administration (SBA) and will graduate from the 8(a) program in May 2011. GTSI Corporation is a 37% member in the Company.

		Revenue: The Company recognizes revenue from product sales when title passes to the customer, typically upon delivery. When a customer order contains multiple items such as hardware, software and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting as prescribed under Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”). EITF 00-21 states that delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in Eyak Tek’s control.

		Generally, the Company is able to establish fair value for all elements of the arrangement. In these instances, revenue is recognized on each element separately. However, if fair value cannot be established or if the delivered items do not have standalone value to the customer without additional services being provided, the Company recognizes revenue on the contract as a single unit of accounting.

		In most cases, revenue from hardware and software product sales is recognized when title passes to the customer. Based upon the Company’s standard shipping terms, FOB destination, title passes upon delivery of the products to the customer. However, occasionally Eyak Tek’s customers will request bill-and-hold transactions in situations where the customer does not have space available to receive products or is not able to immediately take possession of products for other reasons, in which case Eyak Tek will store the purchased equipment in its distribution center. Under Staff Accounting Bulletin 104, the Company only recognizes revenue for bill-and-hold transactions when the goods are complete and ready for shipment, title and risk of loss have passed to the customer, management receives a written request from the customer for bill-and-hold treatment, and the ordered goods are physically segregated in Eyak Tek’s warehouse from other inventory and cannot be used to fulfill other customer orders.

		In accordance with EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs, the Company records freight billed to customers as sales and the related shipping costs as cost of sales.

- 8 -

Eyak Technology, LLC

Notes to Financial Statements
(Not covered by Auditors’ Report)


						Revenue from fixed-price type service contracts is recognized under the proportional performance method of accounting, with costs and estimated profits included in contract revenue as work is performed. If actual and estimated costs to complete a contract
						indicate a loss, a provision is made currently for the loss anticipated on the contract. Revenue from time and materials contracts is recognized as costs are incurred at amounts represented by the agreed-upon billing amounts. Occasionally the Company hires third party contractors to carry out our service obligations. In this circumstance, revenue is recognized over the performance period.

						Revenue recognized on contracts for which billings have not been presented to customers at year end is included in the accounts receivable classification on the accompanying balance sheet.

						Payments received in advance of the performance of services are included in the accompanying balance sheet as deferred revenue.

						Cash and cash equivalents: For purposes of financial statement presentation, the Company considers all highly liquid debt instruments with initial maturities of ninety days or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. Management does not believe that this results in any significant credit risk.

						Accounts receivable: The Company provides for an allowance for doubtful accounts based on management’s best estimate of possible losses determined principally on the basis of historical experience and specific allowances for known troubled accounts, if needed. All accounts, or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for doubtful accounts. At December 31, 2005, management deemed all accounts receivable to be collectible.

						Marketing assistance fees: The Company has entered into agreements that provide for the payment of marketing assistance fees from certain vendors based on the amount of products sold. These fees are considered to be a reduction of direct costs.

						Deferred contract costs: Deferred contract costs consist primarily of amounts paid to third party vendors in support of annual or periodic service agreements directly related to amounts included in deferred revenue at the period end. These annual or periodic service agreements relate to contracts to provide satellite bandwidth; computer and networking hardware maintenance; software support and upgrade rights; and other service agreements. Deferred contract costs are charged to direct costs in the period in which the service is rendered to the customer.

						Prepaid expenses: Direct cost payments made to vendors in advance of performance of services or shipments of products are charged to prepaid expenses in the accompanying balance sheet. Payments made to vendors in advance of performance of services for indirect costs are charged to prepaid expenses in the accompanying balance sheet. Prepaid expenses are charged to direct and indirect costs in the period in which the service or product is rendered to the Company.

- 9 -

Eyak Technology, LLC

Notes to Financial Statements
(Not covered by Auditors’ Report)


		Property and equipment: Property and equipment are recorded at the original cost and are being depreciated on a straight-line basis over estimated lives of three to seven years. Leasehold improvements are amortized over the life of the assets or the remaining period of the lease whichever is shorter.

		Deferred rent: The Company recognizes the minimum non-contingent rents required under operating leases as rent expense on a straight-line basis over the life of the lease, with differences between amounts recognized as expense and the amounts actually paid recorded as deferred rent on the accompanying balance sheet.

		Income taxes: The Company is taxed as a partnership, and therefore, does not pay Federal and state corporate income taxes since the tax attributes of the Company are reported on the members’ income tax returns. Consequently, no provision for income taxes has been provided in the accompanying financial statements.

		Use of accounting estimates: 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.	Accounts receivable	Accounts receivable at December 31 2005, consist of amounts due under contracts in progress with Federal government agencies, primarily the Department of Defense, and commercial entities. The components of accounts receivable are:


	2005

Billed receivables	$	15,921,301
Unbilled receivables		78,671


Total	$	15,999,972


						Of the billed receivables outstanding as of December 31, 2005, approximately 55% are due from one customer. During the year ended December 31, 2005, approximately 46% of total contract revenues were generated from three customers.

- 10 -

Eyak Technology, LLC

Notes to Financial Statements
(Not covered by Auditors’ Report)


	4.			Prepaid expenses		Prepaid expenses consist of the following at December 31, 2005.


	2005

Prepaid direct contract costs	$	782,498
Prepaid indirect costs		239,658


Total	$	1,022,156


	5.			Property and equipment		Property and equipment consist of the following at December 31, 2005.


	2005

Furniture, fixtures and equipment	$	300,181
Software		32,849
Leasehold improvements		54,966


Total		387,996

Less: Accumulated depreciation		(151,414	)


Net	$	236,582


	6.			Accounts payable and accrued expenses		Accounts payable and accrued expenses consist of the following at December 31, 2005.


	2005

Trade payables	$	14,703,956
Other accrued expenses		375,808


Total	$	15,079,764

- 11 -

Eyak Technology, LLC

Notes to Financial Statements
(Not covered by Auditors’ Report)


7.	Note payable — line of credit	The Company has a revolving line of credit agreement with GTSI Corp. which expires on June 25, 2006. Under the terms of the agreement, the Company could borrow up to $1,500,000, with interest at the London InterBank Offered Rate (LIBOR) plus 2.5%. The line is secured by substantially all of the Company’s assets and contains various financial covenants, including the requirement to maintain a funded indebtness to EBITDA ratio of no greater than 7 to 1, a minimum EBIT to net sales ratio of no less than .5%, and minimum tangible net assets of not less than $375,000. At December 31, 2005, the Company was in violation of the EBIT to net sales ratio and received a waiver of the covenant from the lender as of December 31, 2005. The Company did not utilize the line of credit during 2005

8.	Retirement plan	The Company sponsors a 401(k) tax deferred retirement plan under the Internal Revenue Code to provide retirement benefits for all eligible employees. Participating employees may voluntarily contribute up to limits provided by Internal Revenue Service regulations. The Company did not make any contributions to the plan during the year ended December 31, 2005.

9.	Operating leases	The Company is obligated, as lessee, under non-cancelable operating leases for office space in Alaska, Pennsylvania, and Virginia. The minimum payments required under the leases are expensed on a pro rata basis over the term of the leases. The difference between the amounts expensed and the required lease payments is reflected as deferred rent in the accompanying balance sheet.

		The following is a schedule by years of future minimum rental payments required under the operating leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2005:


Year Ending
December 31	Total
2006	$	280,504
2007		287,947
2008		301,779
2009		239,621


Total	$	1,109,851

- 12 -

Eyak Technology, LLC

Notes to Unaudited Financial Statements


						During the year ended December 31, 2005, the Company provided assistance to a wholly-owned subsidiary of The Eyak Corporation, Eyak Environmental Sciences, LLC (EES), in the form of managerial governance and project management. In the course of this assistance, the Company paid on behalf of EES operating expenses in the amount of $268,411, which is to be fully reimbursable to the Company by The Eyak Corporation. The balance at December 31, 2005 is $143,387.

- 13 -

Eyak Technology, LLC

Notes to Financial Statements
(Not covered by Auditors’ Report)


		The Company executed a mentor-protege agreement with GTSI Corporation, a 37% member in the Company. As part of the mentor-protege relationship, the Company purchases products offered for resale directly from GTSI. During the year ended December 31, 2005, the Company purchased $26,156,737 of products from GTSI. Sales commissions are allocated between the Company and GTSI based on 4.75% and 12.5%, respectively, of gross profit margin from transactions when the Company resells GTSI’s products. The adjusted gross profit margin for these transactions is then allocated 51% and 49% between the Company and GTSI. The amounts due o GTSI under this agreement were $418,744 at December 31, 2005.

		At December 31, 2005, the Company has outstanding accounts payable to GTSI of $4,308,327 for purchases of GTSI’s products.

		During the year ended December 31, 2005, the Company recorded $45,800 of expenses to the Andrews Group, Inc., a Company owned by a member of the Company’s board of directors, for subcontractor services.

		The Company leases office space from the Andrews Group in Anchorage, Alaska with an annual term that expires in 2006. Payments are due monthly in the amount of $900. During the year ended December 31, 2005, rent expense under this lease was $10,800.

11.	Commitments and contingencies	The Company derives a substantial portion of its revenue under contracts with the Federal government. These revenues are subject to adjustment upon audit. Management does not expect such adjustments, if any, to have a material effect on the Company’s financial position or results of operations.

		The Company is occasionally involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. The Company believes that any liability or its loss associated with such matters, individually or in aggregate will not have a material adverse effect on the Company’s financial condition or its results of operations.

- 14 -

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