Brightpoint Reports Second Quarter 2009 Financial Results


INDIANAPOLIS, Aug. 6, 2009 (GLOBE NEWSWIRE) -- Brightpoint, Inc. (Nasdaq:CELL) reported its financial results for the second quarter ended June 30, 2009. Unless otherwise noted, amounts pertain to the second quarter of 2009.

FOR THE SECOND QUARTER OF 2009:

Revenue was $723 million for the second quarter of 2009, a decrease of 40% compared to the second quarter of 2008 and an increase of 2% compared to the first quarter of 2009. The decrease in revenue compared to the second quarter of 2008 was primarily due to a decrease in both wireless devices handled and average selling price brought on by the global economic downturn. The increase in revenue compared to the first quarter of 2009 was primarily due to an increase in distribution revenue from Europe and Singapore.

Income from continuing operations was $2.8 million or $0.03 per diluted share for the second quarter of 2009 compared to income from continuing operations of $4.6 million or $0.05 per diluted share for the second quarter of 2008 and loss from continuing operations of $3.1 million or $0.04 per diluted share for the first quarter of 2009.

Adjusted income from continuing operations (non-GAAP) was $9.1 million or $0.11 per diluted share for the second quarter of 2009 compared to $11.6 million or $0.14 per diluted share for the second quarter of 2008 and $4.2 million or $0.05 per diluted share for the first quarter of 2009. Please see the disclosure below regarding adjusted income from continuing operations (non-GAAP). Adjustments to income from continuing operations for the second quarter of 2009 include:



 * A $3.9 million (pre-tax) restructuring charge in connection with
   our previously announced 2009 Spending and Debt Reduction Plan.
 * $3.8 million (pre-tax) of non-cash amortization expense related to
   acquired intangible assets.
 * $1.6 million (pre-tax) of non-cash stock based compensation expense.
 * $3.0 million tax impact of the items described above.

Total debt was $96.3 million at June 30, 2009, compared to $138.3 million at March 31, 2009 and $243.8 million at June 30, 2008. Total liquidity (unrestricted cash and unused borrowing availability) was $420.6 million at June 30, 2009, compared to $398.1 million at March 31, 2009 and $456.5 million at June 30, 2008. Average daily debt outstanding for the second quarter of 2009 was $165.9 million compared to average daily debt outstanding of $216.0 million for the first quarter of 2009 and $413.4 million for the second quarter of 2008.

Gross margin was 8.5% for the second quarter of 2009 compared to 7.4% for the second quarter of 2008 and 8.8% for the first quarter of 2009. The increase in gross margin compared to the second quarter of 2008 was primarily due to a higher mix of logistic services revenue as well as an improved cost structure resulting from the impact of spending reductions in our North America operations. The decrease in gross margin compared to the first quarter of 2009 was primarily due to isolated issues in EMEA and Latin America that are not expected to recur.

SG&A expenses were $51.1 million for the second quarter of 2009 compared to $69.9 million for the second quarter of 2008 and $52.5 million for the first quarter of 2009. SG&A expenses were lower compared to the second quarter of 2008 primarily due to the impact of our 2008 realignment of our Europe operations as well as the impact of our 2009 Spending and Debt Reduction Plan.

Interest expense, net was $2.5 million for the second quarter of 2009 compared to $5.9 million for the second quarter of 2008 and $2.8 million for the first quarter of 2009. Interest expense, net decreased because of the positive impact of our debt reduction initiatives in 2008 and 2009 and overall lower interest rates.

Income tax expense was $1.2 million for the second quarter of 2009 compared to income tax benefit of $1.8 million for the second quarter of 2008. Income taxes for the three months ended June 30, 2008 included a $3.0 million benefit from the reversal of a valuation allowance on deferred tax assets resulting from previous net operating losses in Germany. The effective tax rate was 30.0% for the second quarter of 2009.

Cash provided by operating activities was $101.9 million for the first six months of 2009 compared to $259.8 million for the first six months of 2008. Cash provided by operating activities was $66.1 million for the three months ended June 30, 2009 compared to $161.4 million for the three months ended June 30, 2008 and $35.8 million for the three months ended March 31, 2009.

EBITDA was $12.4 million for the second quarter of 2009 compared to $11.1 million for the second quarter of 2008.

Units handled were 19.2 million for the second quarter of 2009 compared to 19.7 million for the second quarter of 2008 and 18.7 million for the first quarter of 2009.

"I am pleased with our operational performance in Q2-09," said Robert J. Laikin, Chairman of the Board and Chief Executive Officer of Brightpoint, Inc. "Our emphasis on executing the operating plan is reflected in our quarter end results. We will continue to focus on investing in Europe and executing our Europe strategy which revolves around building 'centers of excellence' and creating a 'shared services center.' Our business development pipeline remains strong on a global basis, and I am confident that with our strategy in Europe fully implemented, we will emerge as an even stronger company at the other end of this economic downturn."

"I am very pleased to say that we were able to reduce our average daily debt by another $50 million to $166 million during the second quarter of 2009," said Tony Boor, Brightpoint's Chief Financial Officer and interim President of Europe, Middle East and Africa (EMEA). "We also generated operating cash flows of nearly $66 million during the quarter. Continued improvements in inventory and receivable aging drove the positive cash flow for the quarter."

Please see the attached Schedules and the Brightpoint website at www.Brightpoint.com for an explanation and reconciled presentation of the results for the second quarter ended June 30, 2009 prepared in accordance with U.S. GAAP and on an as adjusted non-GAAP basis. The explanation includes the reasons why management believes such non-GAAP measures are useful both to management and investors. Any financial measure other than those prepared in accordance with U.S. GAAP should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. In addition, please see the attached Supplemental Information for a reconciliation of EBITDA.

The consolidated statements of operations for all periods presented reflect the reclassification of the results of operations of the Company's Poland and Turkey businesses as well as the Company's locally branded PC notebook business in Slovakia to discontinued operations in accordance with U.S. generally accepted accounting principles. The Company exited its Poland and Turkey businesses in the first quarter of 2009 and exited the locally branded PC notebook business in the third quarter of 2008. Please see Brightpoint Inc.'s website at www.Brightpoint.com for quarterly statements of operations for all periods that have been reclassified.

2009 SPENDING AND DEBT REDUCTION PLAN UPDATE

On February 9, 2009, we announced a plan to reduce forecasted spending for the year by approximately $40 to $45 million. This plan is comprised of $12 to $14 million of cost avoidance and $28 to $31 million of spending reductions. The spending reduction measures included, among other things, a substantial workforce reduction of at least 220 positions, or approximately 7% of the Company's workforce. The majority of the foregoing reductions in spending are reflected in the Company's 2009 second quarter results of operations as a reduction of selling, general, and administrative expenses (SG&A).

We reduced our global workforce by approximately 200 positions during the first half of 2009. We will continue to reduce our workforce to achieve the previously stated target of at least 220 positions. Most of the remaining reductions in workforce will occur throughout the second half of 2009.

Based on our progress through the first half of 2009, we believe that we are on track to realize the previously stated spending and cost avoidance targets. For the second quarter of 2009 SG&A expenses were $51.1 million, which represents a decrease of $1.4 million (3%) from the first quarter of 2009. This sequential decrease in SG&A is substantially all related to the previously announced spending reduction and cost avoidance initiatives. Fluctuations in foreign currency negatively impacted SG&A by approximately $1.8 million compared to the first quarter of 2009.

On May 7, 2009, we announced a revised debt reduction target of having less than $100 million of average daily debt outstanding during the fourth quarter of 2009. Based on our progress through the second quarter of 2009, we believe that we are on track to realize the previously stated debt reduction target subject to amounts borrowed for our recently announced share buyback program. Average daily debt outstanding for the second quarter of 2009 was $165.9 million as compared to $216.0 million for the first quarter of 2009 and $413.4 million for the second quarter of 2008.

Consistent with our previous communications, we continue to focus on optimizing our European operating and financial structure, which will result in additional opportunities to improve our financial performance in the European region. A main strategic component of this plan will revolve around consolidating our current warehouse facilities and creating strategically located hubs, or "Centers of Excellence," to streamline our operations with the goal of becoming the low cost service provider of these industry leading logistics services in the European region.

We are making good progress on our Shared Services model where we will centralize many business support (or back office) functions in the region. By the end of 2009, we expect to have migrated certain back office functions from six European operating entities to the Shared Services Center. The remaining European operating entities are planned to be migrated to the Shared Services Center by the end of the second quarter of 2010.

In addition, we expect to exit certain programs, channels and/or countries that are not expected to meet our ROIC target of at least 15%. As a result of exiting underperforming programs, channels and/or countries in our European region, we would expect to incur some additional restructuring charges. We will provide updates on these activities and related estimated charges, which could be material, as appropriate throughout the year. The ultimate motivation for implementing all of the initiatives discussed above is to achieve our as adjusted operating margin goal of at least 2.5% and ROIC goal of at least 15% for the European region. We did not exit any material programs, channels or countries during the second quarter of 2009.



                       SUMMARY FINANCIAL RESULTS
             (Amounts in thousands, except per share data)

                                            Three Months Ended
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------


 Wireless devices handled               19,229      19,730      18,742

 Revenue                            $  723,468  $1,196,237  $  709,077

 Gross profit                       $   61,380  $   87,964  $   62,462

 Gross margin                              8.5%        7.4%        8.8%

 Selling, general and administrative
  expenses                          $   51,064  $   69,901  $   52,473

 Operating income from continuing
  operations                        $    2,560  $   10,275  $    1,155

 Income (loss) from continuing
  operations                        $    2,806  $    4,644  $   (3,075)

 Net income (loss) attributable to
  common shareholders               $      167  $   (2,331) $   (3,073)

 Diluted per share:

 Income (loss) from continuing
  operations attributable to common
  shareholders                      $     0.03  $     0.05  $    (0.04)

 Net income (loss) attributable to
  common shareholders               $       --  $    (0.03) $    (0.04)

Brightpoint, Inc. (Nasdaq:CELL) is a global leader in the distribution of wireless devices and in providing customized logistic services to the wireless industry. In 2008, Brightpoint handled approximately 84 million wireless devices globally. Brightpoint's innovative services include distribution, channel development, fulfillment, product customization, eBusiness solutions, and other outsourced services that integrate seamlessly with its customers. Brightpoint's effective and efficient platform allows its customers to benefit from quickly deployed, flexible, and cost effective solutions. The company has approximately 2,700 employees in more than 25 countries. In 2008, Brightpoint generated revenue of $4.6 billion. Brightpoint provides distribution and customized services to over 25,000 B2B customers worldwide. Additional information about Brightpoint can be found on its website at www.brightpoint.com, or by calling its toll-free Information and Investor Relations line at 877-IIR-CELL (877-447-2355).

Certain information in this press release may contain forward-looking statements regarding future events or the future performance of the Company. These statements are only predictions and actual events or results may differ materially. Please refer to the documents the Company files, from time to time, with the Securities and Exchange Commission; specifically, the Company's most recent Form 10-K and Form 10-Q and the cautionary statements and risk factors contained therein. These documents contain and identify important risk factors that could cause the actual results to differ materially from those contained in or implied by these forward-looking statements. These risk factors include, without limitation, uncertainties relating to customer plans and commitments, including, without limitation, (i) the current economic downturn could cause a severe disruption in our operations; (ii) fluctuations in regional demand patterns and economic factors could harm our operations; (iii) our debt facilities could prevent us from borrowing additional funds, if needed; (iv) collections of our accounts receivable; (v) our reliance on suppliers to provide trade credit facilities to adequately fund our on-going operations and product purchases; (vi) a significant percentage of our revenues are generated outside of the United States in countries that may have volatile currencies or other risks; (vii) the loss or reduction in orders from principal customers or a reduction in the prices we are able to charge these customers could cause our revenues to decline and impair our cash flows; (viii) the impact that seasonality may have on our business and results; (ix) we buy a significant amount of our products from a limited number of suppliers, and they may not provide us with competitive products at reasonable prices when we need them in the future; (x) our business could be harmed by consolidation of mobile operators; (xi) we make significant investments in the technology used in our business and rely on that technology to function effectively without interruptions; (xii) the fact that a substantial number of shares are eligible for future sale by Dangaard Holding and the sale of those shares could adversely affect our stock price; (xiii) our future operating results will depend on our ability to maintain volumes and margins; (xiv) our ability to expand and implement our future growth strategy, including acquisitions; (xv) uncertainty regarding whether wireless equipment manufacturers and wireless network operators will continue to outsource aspects of their business to us; (xvi) our reliance upon third parties to manufacture products which we distribute and reliance upon their quality control procedures; (xvii) rapid technological changes in the wireless industry could render our services or the products we handle obsolete or less marketable; (xviii) effect of natural disasters, epidemics, hostilities or terrorist attacks on our operations; (xix) intense industry competition; (xx) our ability to manage and sustain future growth at our historical or current rates; (xxi) our ability to continue to enter into relationships and financing that may provide us with minimal returns or losses on our investments; (xxii) our ability to attract and retain qualified management and other personnel, cost of complying with labor agreements and high rate of personnel turnover; (xxiii) protecting our proprietary information; (xxiv) our obligations under certain debt, lease and other contractual arrangements; (xxv) our dependence on our computer and communications systems; (xxvi) uncertainty regarding future volatility in our Common Stock price; (xxvii) potential dilution to existing shareholders from the issuance of securities under our long-term incentive plans; (xxviii) existence of anti-takeover measures; (xxix) acquisition related accounting impairment and amortization. Because of the aforementioned uncertainties affecting our future operating results, past performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. The words "believe," "expect," "anticipate," "estimate" "intend," "likely", "will", "should" and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which speak only as of the date that such statement was made. We undertake no obligation to update any forward-looking statement.



 BRIGHTPOINT, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Amounts in thousands, except per share data)
 (Unaudited)

                          Three Months Ended        Six Months Ended
                               June 30,                 June 30,
                         ---------------------  ----------------------
                            2009       2008        2009        2008
                         ---------------------  ----------------------
 Revenue
  Distribution revenue   $ 631,683  $1,092,195  $1,252,244  $2,161,872
  Logistic services
   revenue                  91,785     104,042     180,301     209,168
                         ---------------------  ----------------------
 Total revenue             723,468   1,196,237   1,432,545   2,371,040

 Cost of revenue
  Cost of distribution
   revenue                 610,206   1,042,878   1,204,840   2,060,642
  Cost of logistic
   services revenue         51,882      65,395     103,863     133,787
                         ---------------------  ----------------------
 Total cost of revenue     662,088   1,108,273   1,308,703   2,194,429
                         ---------------------  ----------------------


 Gross profit               61,380      87,964     123,842     176,611

 Selling, general and
  administrative expenses   51,064      69,901     103,537     139,656
 Amortization expense        3,905       4,819       7,653       9,542
 Restructuring charge        3,851       2,969       8,938       6,583
                         ---------------------  ----------------------
 Operating income from
  continuing operations      2,560      10,275       3,714      20,830


 Interest, net               2,499       5,930       5,263      12,593

 Other (income) expense     (3,946)      1,477      (1,109)        699
                         ---------------------  ----------------------
 Income (loss) from
  continuing operations
  before income taxes        4,007       2,868        (440)      7,538

 Income tax expense
  (benefit)                  1,201      (1,776)       (171)       (286)
                         ---------------------  ----------------------

 Income (loss) from
  continuing operations      2,806       4,644        (269)      7,824

 Discontinued operations,
  net of income taxes:
   Loss from discontinued
    operations                (210)     (6,787)     (1,306)     (9,053)
   Gain (loss) on
    disposal of
    discontinued
    operations              (2,429)          5      (1,331)          5
                         ---------------------  ----------------------
 Total discontinued
  operations, net of
  income taxes              (2,639)     (6,782)     (2,637)     (9,048)

 Net income (loss)             167      (2,138)     (2,906)     (1,224)


 Net income attributable
  to noncontrolling
  interest                      --        (193)         --        (332)
                         ---------------------  ----------------------
 Net income (loss)
  attributable to common
  shareholders           $     167  $   (2,331) $   (2,906) $   (1,556)
                         =====================  ======================


 Earnings per share
  attributable to common
  shareholders - basic:
   Income from continuing
    operations           $    0.04  $     0.06  $       --  $     0.10
   Discontinued
    operations, net of
    income taxes         $   (0.03) $    (0.09) $    (0.03) $    (0.12)
                         ---------------------  ----------------------

   Net income (loss)     $    0.01  $    (0.03) $    (0.03) $    (0.02)
                         =====================  ======================

 Earnings per share
  attributable to common
  shareholders - diluted:
   Income from continuing
    operations           $    0.03  $     0.05  $       --  $     0.09
   Discontinued
    operations, net of
    income taxes         $   (0.03) $    (0.08)      (0.03)      (0.11)
                         ---------------------  ----------------------
   Net income (loss)     $    0.00  $    (0.03) $    (0.03) $    (0.02)
                         =====================  ======================

 Weighted average common
  shares outstanding:
   Basic                    79,235      77,829      79,150      77,676
                         =====================  ======================
   Diluted                  81,730      81,445      79,150      81,530
                         =====================  ======================


 BRIGHTPOINT, INC.
 NON-GAAP RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS 
 (Amounts in thousands, except per share data) 
 (Unaudited)

 We have provided income from continuing operations and earnings per
 share on both a U.S. GAAP basis and on an as adjusted non-GAAP basis
 because the Company's management believes it provides meaningful
 information to investors. Among other things, it may assist investors
 in evaluating the Company's on-going operations. Adjustments to
 earnings per share from continuing operations generally include
 certain non-cash charges such as stock based compensation and
 amortization of acquired finite lived intangible assets as well as
 other items that are considered to be unusual or infrequent in nature
 such as goodwill impairment charges and restructuring charges. The
 specific items excluded with respect to our second quarter non-GAAP
 income from continuing operations per share are stock-based
 compensation expense, amortization expense and restructuring charge.
 The Company considers these items unrelated to its core operating
 performance, and believes that use of this non-GAAP measure allows
 comparison of operating results that are consistent over time.
 Non-GAAP earnings per share is calculated by dividing non-GAAP income
 from continuing operations by non-GAAP weighted average common shares
 outstanding (diluted). For purposes of calculating non-GAAP earnings
 per share, we add back certain shares presumed to be repurchased under
 the U.S. GAAP treasury stock method related to stock based
 compensation expense. We believe these non-GAAP disclosures provide
 important supplemental information to management and investors
 regarding financial and business trends relating to the Company's
 financial condition and results of operations. Management uses these
 non-GAAP measures internally to evaluate the performance of the
 business and to evaluate results relative to incentive compensation
 targets for certain employees. Investors should consider non-GAAP
 measures in addition to, not as a substitute for, or as superior to
 measures of financial performance prepared in accordance with U.S.
 GAAP.

                             Three Months Ended June 30,
              --------------------------------------------------------
                          2009                        2008
              ---------------------------  ---------------------------
              Income (loss)    Impact per   Income (loss)   Impact per
              from continuing   diluted    from continuing   diluted
               operations (1)    share     operations (2)     share
              ---------------  ----------  ---------------  ----------

 GAAP income
  from
  continuing
  operations  $         2,806  $     0.03  $         4,644  $     0.05

 Non-GAAP
  adjustments:
 Stock based
  compensation          1,632        0.02            1,772        0.02
 Amortization           3,801        0.05            4,710        0.06
 Restructuring
  charge                3,851        0.05            2,969        0.04
 Income tax
  impact of
  the above            (3,016)      (0.04)          (2,465)      (0.03)
              ---------------  ----------  ---------------  ----------

 As-adjusted
  (non-GAAP)
  income from
  continuing
  operations  $         9,074  $     0.11  $        11,630  $     0.14

 As-adjusted
  (non-GAAP)
  weighted
  average
  common
  shares
  outstanding
  -diluted(5):                     83,693                       82,270



                                Six Months Ended June 30,
              --------------------------------------------------------
                          2009                        2008
              ---------------------------  ---------------------------
               Income (loss)   Impact per   Income (loss)   Impact per
              from continuing   diluted    from continuing   diluted
               operations (3)    share     operations (4)     share
              ---------------  ----------  ---------------  ----------

 GAAP income
  (loss) from
  continuing
  operations  $          (269) $       --  $         7,824  $     0.09
 Non-GAAP
  adjustments:
 Stock based
  compensation          3,317        0.04            3,417        0.04
 Amortization           7,449        0.09            9,219        0.11
 Restructuring
  charge                8,938        0.11            6,583        0.08
 Income tax
  impact of
  the above            (6,120)      (0.08)          (5,738)      (0.07)
              ---------------  ----------  ---------------  ----------

 As-adjusted
  (non-GAAP)
  income from
  continuing
  operations  $        13,315  $     0.16  $        21,305  $     0.26

 As-adjusted
  (non-GAAP)
  weighted
  average
  common
  shares
  outstanding
  -diluted(5):                     84,028                       82,831


 (1) Adjustments for the three months ended June 30, 2009 include:
       * A $3.9 million restructuring charge (pre-tax) in connection
         with our previously announced 2009 spending and debt
         reduction plan, which includes a $2.1 million severance
         charge in connection with the departure of the Company's
         President of the Europe, Middle East and Africa region.
       * $3.8 million (pre-tax) of non-cash amortization expense
         related to acquired intangible assets.
       * $1.6 million (pre-tax) of non-cash stock based compensation
         expense.
       Partially offset by:
       * $3.0 million tax impact of items described above.

 (2) Adjustments for the three months ended June 30, 2008 include:
       * A $3.0 million restructuring charge (pre-tax) consisting
         primarily of a $1.6 million charge in connection with the
         previously announced sale of certain assets in Colombia and a
         $1.1 million charge to write-off IT projects that were
         abandoned after the acquisition of Dangaard Telecom.
       * $4.7 million (pre-tax) of non-cash amortization expense
         related to acquired intangible assets.
       * $1.8 million (pre-tax) of non-cash stock based compensation
          expense.
       * $2.5 million tax impact of items described above.

 (3) Adjustments for the six months ended June 30, 2009 include:
       * A $8.9 million (pre-tax) restructuring charge in connection
         with our previously announced 2009 spending and debt
         reduction plan.
       * $7.4 million (pre-tax) of non-cash amortization expense
          related to acquired intangible assets.
       * $3.3 million (pre-tax) of non-cash stock based compensation
         expense.
       Partially offset by:
       * $6.1 million tax impact of items described above.

 (4) Adjustments for the six months ended June 30, 2008 include:
       * A $6.6 million restructuring charge(pre-tax) consisting
         primarily of a $1.6 million charge in connection with the
         previously announced sale of certain assets in Colombia, a
         $1.1 million charge to write-off IT projects that were
         abandoned after the acquisition of Dangaard Telecom, and a
         $3.2 million charge in connection with consolidating the
         Brightpoint and Dangaard operations in Germany during the
         first quarter of 2008.
       * $9.2 million (pre-tax) of non-cash amortization expense
         related to acquired intangible assets.
       * $3.4 million (pre-tax) of non-cash stock based compensation
         expense.
       * $5.7 million (pre-tax) tax impact of items described above.

 (5)  Weighted average common shares outstanding - diluted for the six
      months ended June 30, 2009 includes the effect of 2.4 million
      common shares outstanding that are excluded from the earnings
      per share calculation under SFAS No. 128 Earnings Per Share as
      they are anti-dilutive to earnings per share. Weighted average
      common shares outstanding - diluted for the three months ended
      June 30, 2009 and 2008 includes the effect of 2.0 million (2009)
      and 0.8 million (2008) common shares outstanding that are
      presumed to be repurchased under the U.S. GAAP treasury stock
      method related to stock based compensation expense. Weighted
      average common shares outstanding - diluted for the six months
      ended June 30, 2009 and 2008 includes the effect of 2.4 million
      (2009) and 1.3 million (2008) common shares outstanding that are
      presumed to be repurchased under the U.S. GAAP treasury stock
      method related to stock based compensation expense.

 BRIGHTPOINT, INC.
 CONSOLIDATED BALANCE SHEETS
 (Amounts in thousands, except per share data)

                                              June 30,    December 31,
                                            ------------  ------------
                                                2009          2008
                                            ------------  ------------
                                            (Unaudited)
 ASSETS
 Current Assets:
   Cash and cash equivalents                $     77,415  $     57,226
   Accounts receivable (less allowance for
    doubtful accounts of $11,207 in 2009
    and $11,217 in 2008)                         352,800       499,541
   Inventories                                   192,138       290,243
   Other current assets                           68,162        61,392
                                            ------------  ------------
 Total current assets                            690,515       908,402

 Property and equipment, net                      56,763        56,463
 Goodwill                                         51,686        51,439
 Other intangibles, net                          102,581       107,286
 Other assets                                     17,374        22,770
                                            ------------  ------------

 Total assets                               $    918,919  $  1,146,360
                                            ============  ============

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
   Accounts payable                         $    415,112  $    534,906
   Accrued expenses                              108,568       137,957
   Current portion of long-term debt                  --            --
   Lines of credit and other short-term
    borrowings                                        18           798
                                            ------------  ------------
 Total current liabilities                       523,698       673,661

 Long-term liabilities:
   Lines of credit, long-term                         28         1,501
   Long-term debt                                 96,249       174,106
   Other long-term liabilities                    40,372        46,528
                                            ------------  ------------
 Total long-term liabilities                     136,649       222,135
                                            ------------  ------------
 Total liabilities                               660,347       895,796

 Commitments and contingencies

 Shareholders' equity:
   Preferred stock, $0.01 par value: 1,000
    shares authorized; no shares issued or
    outstanding                                       --            --
   Common stock, $0.01 par value: 100,000
    shares authorized; 89,166 issued in 2009
    and 88,730 issued in 2008                        892           887
   Additional paid-in-capital                    627,744       625,415
   Treasury stock, at cost, 7,143 shares in
    2009 and 7,063 shares in 2008                (60,382)      (59,983)
 Retained deficit                               (315,554)     (312,647)
 Accumulated other comprehensive income
  (loss)                                           5,872        (3,108)
                                            ------------  ------------
 Total shareholders' equity                      258,572       250,564
                                            ------------  ------------

 Total liabilities and shareholders' equity $    918,919  $  1,146,360
                                            ============  ============


 BRIGHTPOINT, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
 (Unaudited)

                                                 Six Months Ended
                                                     June 30,
                                            --------------------------
                                                2009          2008
                                            --------------------------
 Operating activities
 Net loss                                   $     (2,906) $     (1,224)
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                  16,998        19,336
   Non-cash compensation                           3,334         3,417
   Restructuring charge                            9,607         6,583
   Change in deferred taxes                       (2,820)       (3,677)
   Other non-cash                                    288           256

 Changes in operating assets and
  liabilities, net of effects from
  acquisitions and divestitures:
   Accounts receivable                           154,183       176,899
   Inventories                                    99,826       116,340
   Other operating assets                          1,837        (3,220)
   Accounts payable and accrued expenses        (178,466)      (54,868)
                                            --------------------------
 Net cash provided by operating activities       101,881       259,842

 Investing activities
 Capital expenditures                             (8,882)      (10,702)
 Acquisitions, net of cash acquired                   --        (6,913)
 Decrease in other assets                           (745)         (132)
                                            --------------------------
 Net cash used in investing activities            (9,627)      (17,747)

 Financing activities
 Net repayments on lines of credit                (1,536)     (207,124)
 Repayments on Global Term Loans                 (75,752)      (27,856)
 Deferred financing costs paid                      (392)           --
 Purchase of treasury stock                         (399)       (1,284)
 Excess (deficient) tax benefit from equity
  based compensation                                (993)          117
 Proceeds from common stock issuances under
  employee stock option plans                         --            22
                                            --------------------------

 Net cash used in financing activities           (79,072)     (236,125)

 Effect of exchange rate changes on cash and
  cash equivalents                                 7,007        (1,396)
                                            --------------------------
 Net increase in cash and cash equivalents        20,189         4,574
 Cash and cash equivalents at beginning of
  period                                          57,226       102,160
                                            --------------------------
 Cash and cash equivalents at end of period $     77,415  $    106,734
                                            ==========================


 Supplemental Information
 (Amounts in thousands)


 Earnings Before Interest, Taxes, Depreciation and
 Amortization ("EBITDA")

                                             Three Months Ended
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------
 Net income (loss) (1)              $      167  $   (2,331) $   (3,073)
 Net interest expense (1)                2,490       6,901       2,751
 Income taxes (1)                        1,201      (3,293)     (1,372)
 Depreciation and amortization (1)       8,590       9,828       8,408
                                    ----------  ----------  ----------
   EBITDA                           $   12,448  $   11,105  $    6,714
                                    ==========  ==========  ==========

 (1) Includes discontinued operations

     EBITDA is a non-GAAP financial measure. Management believes
     EBITDA provides it with an indicator of how much cash the Company
     generates, excluding non-cash charges and any changes in working
     capital. Management also reviews and utilizes the entire
     statement of cash flows to evaluate cash flow performance.


 Cash Conversion Cycle Days

    Management utilizes the cash conversion cycle days metric and its
    components to evaluate the Company's ability to manage its working
    capital and its cash flow performance. Cash conversion cycle days
    and its components for the quarters ending June 30, 2009 and 2008,
    and March 31, 2009 were as follows:

                                           Three Months Ended
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------
 Days sales outstanding in accounts
  receivable                                31          32          32

 Days inventory on-hand                     24          31          29

 Days payable outstanding                  (44)        (46)        (46)
                                    ----------  ----------  ----------

   Cash Conversion Cycle Days               11          17          15
                                    ==========  ==========  ==========

    Please see the Brightpoint website at www.Brightpoint.com for a
    detailed calculation of cash conversion cycle days for the three
    months ended June 30, 2009.


 Return on Invested Capital ("ROIC")

 Management uses ROIC to measure the effectiveness of its use of
 invested capital to generate profits. ROIC for the quarters and
 trailing four quarters ended June 30, 2009 and 2008, and March 31,
 2009, was as follows:

                                          Three Months Ended
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------
 Operating income after taxes
  (non-GAAP):
 Operating income from continuing
  operations                        $    2,560  $   10,275  $    1,155
 Restructuring charge                    3,851       2,969       5,086

 Less: estimated income taxes (1)       (2,244)     (4,635)     (2,184)
                                    ----------  ----------  ----------
   Operating income after taxes
    (non-GAAP)                      $    4,167  $    8,609  $    4,057
                                    ==========  ==========  ==========

 Invested Capital:
 Debt                               $   96,295  $  243,787  $  138,298
 Shareholders' equity                  258,572     675,286     238,757
                                    ----------  ----------  ----------
   Invested capital                 $  354,867  $  919,073  $  377,055
                                    ==========  ==========  ==========
 Average invested capital (2)       $  365,961  $  968,420  $  402,013
 ROIC (3)                                    5%          4%          4%


                                       Trailing Four Quarters Ended
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------
 Operating income after taxes
  (non-GAAP):
 Operating income (loss) from
  continuing operations             $ (291,293) $   71,978  $ (283,578)
 Restructuring charge                   15,966      15,244      15,084

 Goodwill impairment charge            325,947          --     325,947

 Less: estimated income taxes (1)      (17,717)    (30,528)    (20,109)
                                    ----------  ----------  ----------
   Operating income after taxes
    (non-GAAP)                      $   32,903  $   56,694  $   37,344
                                    ==========  ==========  ==========

 Invested Capital:
 Debt                               $   96,295  $  243,787  $  138,298

 Shareholders' equity                  258,572     675,286     238,757
                                    ----------  ----------  ----------
   Invested capital                 $  354,867  $  919,073  $  377,055
                                    ==========  ==========  ==========
 Average invested capital (2)       $  577,483  $  860,195  $  710,063
 ROIC (3)                                    6%          7%          5%

 (1) Estimated income taxes were calculated by multiplying the sum of
     operating income from continuing operations, the restructuring
     charge and the goodwill impairment charge by an effective tax rate
     of 35%, which represents an estimated, blended statutory tax rate
     for the markets in which we operate.

 (2) Average invested capital for quarterly periods represents the
     simple average of the beginning and ending invested capital
     amounts for the respective quarter. Average invested capital for
     the trailing four quarters represents the simple average of the
     invested capital amounts for the current and four prior quarter
     period ends.

 (3) ROIC is calculated by dividing operating income after taxes by
     average invested capital. ROIC for quarterly periods is stated on
     an annualized basis and is calculated by dividing operating income
     after taxes by average invested capital and multiplying the
     results by four.

 We exclude unusual items such as restructuring charges from our
 calculation of "Operating income after taxes (non-GAAP)" because we do
 not believe such items are representative of expected future returns.
 Therefore, we believe decisions to allocate resources should not be
 influenced by such items.


 Return on Tangible Capital ("ROTC")

 Management uses Return on Tangible Capital, or ROTC, to provide a
 measurement which can be consistently and fairly applied internally to
 all operating entities to determine the effectiveness of each entity's
 usage of tangible capital. ROTC eliminates the influence of intangible
 assets balances (and related amortization expense), cash transfer
 capabilities and income tax rates which vary amongst Brightpoint
 operating entities and are not controllable by operating entity
 management. We exclude unusual items such as restructuring charge from
 our calculation of "Operating income before amortization and
 restructuring charges (non-GAAP)" because we do not believe such items
 are controllable by operating entity management or representative of
 expected future returns. Therefore, we believe decisions to allocate
 resources should not be influenced by such items. ROTC indicates the
 return which can be expected on the tangible capital consumed and
 replaced through the normal business cycle. To calculate ROTC,
 operating income from continuing operations is adjusted for
 restructuring charges, goodwill impairment charge and amortization of
 intangible assets, and this adjusted non-GAAP operating income is
 applied to average tangible capital. Average tangible capital is
 calculated as total assets less cash, investments, goodwill, and
 intangible assets, net of current liabilities excluding short term
 borrowings. The details of this measurement are outlined below.


                                            Three Months Ended
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------
 Operating income before
  amortization and restructuring
  charges (non-GAAP):
 Operating income from continuing
  operations                        $    2,560  $   10,275  $    1,155
 Plus: amortization expense              3,905       4,819       3,748
 Plus: restructuring charge              3,851       2,969       5,086
                                    ----------  ----------  ----------
   Operating income before
    amortization and restructuring
    charges (non-GAAP):             $   10,316  $   18,063  $    9,989
                                    ==========  ==========  ==========

 Tangible capital:
 Total assets                          918,919   1,819,155     898,154
 Less: cash and cash equivalents        76,868     106,111      53,200
 Less: short term investments               --       6,411          --
 Less: goodwill                         51,686     407,657      51,413
 Less: other intangibles, net          102,581     135,677     100,309
                                    ----------  ----------  ----------
 Net tangible assets                $  687,784  $1,163,299  $  693,232

 Less: accounts payable                415,112     667,744     364,424

 Less: accrued expenses                108,568     179,403     113,546

 Plus: current portion of long-term
  debt                                      --      14,000          --

 Plus: lines of credit and other
  short term borrowings                     18       1,901       3,525
                                    ----------  ----------  ----------

 Net tangible capital               $  164,122  $  332,053  $  218,787
                                    ==========  ==========  ==========
 Average tangible capital (1)       $  191,455  $  411,919  $  238,864
 ROTC (2)                                   22%         18%         17%


                                          Trailing Four Quarters
                                    ----------------------------------
                                     June 30,    June 30,    March 31,
                                       2009        2008        2009
                                    ----------  ----------  ----------
 Operating income before
  amortization and restructuring
  charges (non-GAAP):
 Operating income (loss) from
  continuing operations             $ (291,293) $   71,978  $ (283,578)
 Plus: amortization expense             16,357      19,325      17,271
 Plus: goodwill impairment charge      325,947          --     325,947
 Plus: restructuring charge             15,966      15,244      15,084
                                    ----------  ----------  ----------
   Operating income before
    amortization and restructuring
    charges (non-GAAP):                 66,977     106,547      74,724
                                    ==========  ==========  ==========

 Tangible capital:
 Total assets                       $  918,919  $1,819,155  $  898,154
 Less: cash and cash equivalents        76,868     106,111      53,200
 Less: short term investments               --       6,411          --
 Less: goodwill                         51,686     407,657      51,413
 Less: other intangibles, net          102,581     135,677     100,309
                                    ----------  ----------  ----------
 Net tangible assets                $  687,784  $1,163,299  $  693,232

 Less: accounts payable                415,112     667,744     364,424
 Less: accrued expenses                108,568     179,403     113,546
 Plus: current portion of long-term
  debt                                      --      14,000          --
 Plus: lines of credit and other
  short term borrowings                     18       1,901       3,525
                                    ----------  ----------  ----------

   Net tangible capital             $  164,122  $  332,053  $  218,787
                                    ==========  ==========  ==========
 Average tangible capital (1)       $  246,028  $  432,760  $  311,561
 ROTC (2)                                   27%         25%         24%


 (1) Average tangible capital for quarterly periods represents the
     simple average of the beginning and ending tangible capital
     amounts for the respective quarter.

 (2) ROTC is calculated by dividing non-GAAP operating income before
     amortization and restructuring charges by average tangible
     capital. ROTC for quarterly periods is stated on an annualized
     basis and is calculated by dividing non-GAAP operating income
     before amortization and restructuring charges by average tangible
     capital and multiplying the results by four.


            

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