Brightpoint Reports Fourth Quarter and Year End 2008 Financial Results

Brightpoint Reports Goodwill Impairment Charge of $325.9 Million


INDIANAPOLIS, Feb. 9, 2009 (GLOBE NEWSWIRE) -- Brightpoint, Inc. (Nasdaq:CELL) reported its financial results for the fourth quarter and year ended December 31, 2008. Unless otherwise noted, amounts pertain to the fourth quarter of 2008.

FOR THE FOURTH QUARTER OF 2008:

Revenue was $1.0 billion for the fourth quarter of 2008, a decrease of 36% compared to the fourth quarter of 2007, due to a decrease in both wireless devices handled and average selling price brought on by a global economic slowdown. Revenue decreased 15% compared to the third quarter of 2008 due to a shift in mix of business from distribution to logistic services.

Loss from continuing operations was $344.4 million or $4.24 per diluted share for the fourth quarter of 2008 compared to income from continuing operations of $14.1 million or $0.17 per diluted share for the fourth quarter of 2007 and $6.0 million or $0.07 per diluted share for the third quarter of 2008. Loss from continuing operations for the fourth quarter of 2008 includes a $325.9 million non-cash goodwill impairment charge. Management performed its annual goodwill impairment test in the fourth quarter and concluded that the carrying amount of the goodwill allocated to its Europe, Middle East, and Africa (EMEA) reporting unit was impaired. This goodwill primarily related to the acquisition of Dangaard Telecom in 2007. The Board of Directors approved the impairment charge in February 2009.

Adjusted income from continuing operations (non-GAAP) was $7.7 million or $0.09 per diluted share compared to $25.7 million or $0.31 per diluted share for the fourth quarter of 2007 and $10.9 million or $0.13 per diluted share for the third quarter of 2008. Please see the disclosure below regarding adjusted income from continuing operations. Adjustments to income from continuing operations for the fourth quarter of 2008 include:



 *   A $325.9 million (pre-tax) goodwill impairment charge related to
     the goodwill allocated to the EMEA reporting unit. The goodwill
     related primarily to the 2007 acquisition of Dangaard Telecom.
 *   A $6.4 million restructuring charge (pre-tax) consisting
     primarily of a $3.3 million charge related to the termination of
     the operating lease for our European headquarters, $1.7 million
     of restructuring charges associated with the closure of our Reno,
     Nevada distribution facility in December, $0.6 million of
     severance costs for other employees of our North America
     operations, and $0.8 million of restructuring charges related to
     the previously announced realignment of our European operations.
 *   $3.9 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.
 *   $14.2 million of income tax expense adjustments. Adjustments to
     income tax expense include an $18.0 million charge related to
     valuation allowances on tax assets that are no longer expected to
     be utilized, partially offset by $3.9 million related to the tax
     benefit of restructuring charge, amortization expense related to
     acquired intangible assets, and non-cash stock based compensation
     expense. The adjusted effective tax rate (non-GAAP) for the
     fourth quarter of 2008 was 43%.

Total debt was $176.4 million at December 31, 2008, compared to $185.5 million at September 30, 2008 and $460.9 million at December 31, 2007. Total liquidity (unrestricted cash and unused borrowing availability) was $401.3 million at December 31, 2008 compared to $455.5 million at September 30, 2008 and $232.0 million at December 31, 2007.

Cash used in operating activities was $40.1 million for the three months ended December 31, 2008 and cash provided by operating activities was $272.8 million for the year ended December 31, 2008. Cash provided by operating activities as well as cash on hand were used to pay down borrowings by $279.5 million since December 31, 2007.

EBITDA was $13.8 million for the fourth quarter of 2008 compared to $41.9 million for the fourth quarter of 2007 and $24.4 million for the third quarter of 2008.

We handled 22.0 million wireless devices for the fourth quarter of 2008 compared to 27.0 million for the fourth quarter of 2007 and 20.3 million for the third quarter of 2008, a decrease of approximately 18% from the fourth quarter of 2007 and an increase of 8% from the third quarter of 2008.

Gross margin was 7.9% for the fourth quarter of 2008, an increase of 0.6 percentage points from the fourth quarter of 2007 and an increase of 0.7 percentage points from the third quarter of 2008. The increase in gross margin was primarily due to a higher mix of logistic services revenue compared to prior periods.

SG&A expenses were $60.2 million for the fourth quarter of 2008, a decrease of $12.8 million or 18% compared to the fourth quarter of 2007 and a decrease of $3.3 million or 5% compared to the third quarter of 2008. SG&A expenses decreased primarily due to the strengthening of the U.S. Dollar during the fourth quarter. SG&A expenses as a percent of revenue were 5.9% for the fourth quarter of 2008 compared to 4.5% for the fourth quarter of 2007 and 5.2% for the third quarter of 2008.

Interest expense, net was $4.3 million for the fourth quarter of 2008 compared to $8.5 million for the fourth quarter of 2007 and $4.4 million for the third quarter of 2008. Interest expense, net decreased because of the positive impact of our debt reduction initiatives.

Income tax expense was $20.1 million for the fourth quarter of 2008 compared to $8.1 million for the fourth quarter of 2007. Income tax expense for the three months and year ended December 31, 2008 includes an $18.0 million charge related to valuation allowances on certain tax assets that are no longer expected to be utilized.

Please see the attached Schedules and the Brightpoint website at www.Brightpoint.com for an explanation and reconciled presentation of the results for the fourth quarter and year ended December 31, 2008 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.

"2009 will be the year of blocking and tackling at Brightpoint," said Robert J. Laikin, Brightpoint's Chairman of the Board and Chief Executive officer. "Given the turbulent times ahead, we are focused on the following four action items: 1) reducing the debt on our balance sheet, 2) reducing spending on a global basis, 3) generating positive cash flow, and 4) ramping up the recently awarded deals and winning new business globally. I firmly believe that the successful performance in these focus areas will reduce our overall risk profile, enhance our balance sheet and build long term shareholder value."

"I am pleased that we were able to meet our aggressive year-end debt target of less than $200 million and that we achieved our previously announced spending reductions for the second half of 2008," said Tony Boor, Brightpoint's Chief Financial Officer. "Given the uncertainty caused by the turmoil in the global economy, our focus in 2009 will be on the things within our control: managing our balance sheet, reducing our debt, and controlling spending."

2009 SPENDING AND DEBT REDUCTION PLAN

Please refer to our separate press release dated February 9, 2009 announcing that we have initiated an additional 2009 spending and debt reduction plan. This plan is expected to reduce planned spending in 2009 by $40 to $45 million and reduce average daily debt by approximately $100 million to $150 million in 2009. The highlights of this plan are:



 *   An elimination of senior executive officers' cash incentive
     compensation opportunities
 *   A reduction of staff cash incentive compensation opportunities
 *   A general pay freeze
 *   A general hiring freeze
 *   A global workforce reduction of 220 positions
 *   Other discretionary spending reductions
 *   A reduction of average daily debt

UPDATE ON PREVIOUSLY ANNOUNCED REALIGNMENT OF EUROPEAN OPERATIONS

On June 30, 2008, the Company announced that as part of the natural progression of the Dangaard integration process, it was realigning its European operations in an effort to streamline its business processes and optimize its business model. The Company believes that these efforts, and the resultant cost reductions and operational efficiencies, will help produce additional synergies for the Company. The Company incurred restructuring costs of $4.1 million in the fourth quarter of 2008 related to these initiatives, which are included as "restructuring charge" in the Consolidated Statement of Operations for the three months ended December 31, 2008. As of the end of 2008, we fully realized the previously announced spending reductions of $12 to $14 million during the second half of 2008.

In addition, to the 2009 Spending and Debt Reduction Plan, the Company will close its operations in Poland and Turkey. The Company expects to record charges related to closing these operations of approximately $2.0 to $3.0 million in the first quarter of 2009.

GOODWILL IMPAIRMENT CHARGE

At September 30, 2008, we had $389.0 million of goodwill recorded in conjunction with past business combinations. Goodwill is subject to annual reviews for impairment based on a two-step test in accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." We perform our annual goodwill impairment test in the fourth quarter of each year.

During the fourth quarter of 2008, there were severe disruptions in the credit markets and reductions in global economic activity which had significant adverse impacts on stock markets and on the outlook for the wireless industry, both of which contributed to a significant decline in Brightpoint's stock price and corresponding market capitalization. The result of our annual goodwill impairment test was that the carrying amount of the net assets allocated to the Europe, Middle East, and Africa (EMEA) reporting unit exceeded the fair market value. The entire amount of goodwill allocated to that reporting unit was impaired, which resulted in an impairment charge of $325.9 million, which was approved by our Board in February 2009. The goodwill allocated to the EMEA reporting unit is primarily related to the acquisition of Dangaard Telecom in July 2007. The impairment charge resulted from factors impacted by current market conditions including: 1) lower market valuation multiples for similar assets; 2) higher discount rates resulting from turmoil in the credit and equity markets; and 3) cash flow forecasts for the EMEA markets in which we operate. The impairment will not result in any current or future cash expenditures.

The Company completed its impairment analysis for the Americas and Asia-Pacific reporting units in the fourth quarter of 2008 and determined that the goodwill allocated to these reporting units was not impaired. A 10% change in the anticipated cash flow forecasts for the Americas and Asia-Pacific reporting units would not have resulted in any impairment charge.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" requires that long-lived assets be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company tested the long-lived assets that are part of the EMEA reporting unit for recoverability in accordance with SFAS No. 144 and determined that the carrying amount of the these assets are recoverable. The implementation of the 2009 Spending and Debt Reduction Plan might include the exit of lower profitability programs that do not meet our requirements for returns on invested capital. Exiting these programs might result in impairment charges for the related long-lived assets.

The consolidated statements of operations for all periods presented reflect the reclassification of the results of operations of the Company's locally branded PC notebook business in Slovakia to discontinued operations in accordance with U.S. generally accepted accounting principles. This is a result of the Company's decision to exit that business during 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.



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

                          Three Months Ended          Year Ended
                        ----------------------  ----------------------
                             December 31,            December 31,
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------
                       (Unaudited) (Unaudited)  (Unaudited) (Unaudited)   
 Wireless devices
  handled                   21,984      26,958      84,010      82,942
 Revenue                $1,026,081  $1,606,847  $4,640,478  $4,236,283
 Gross profit           $   80,807  $  118,000  $  346,723  $  269,374
 Gross margin                 7.9%        7.3%        7.5%        6.4%
 Selling, general and
  administrative
  expenses              $   60,157  $   72,935  $  266,201  $  184,979
 Operating income
  (loss) from
  continuing
  operations            $(315,775)  $   30,678  $(277,575)  $   65,206
 Income (loss) from
  continuing
  operations            $(344,372)  $   14,081  $(333,431)  $   46,416
 Net income (loss)      $(346,037)  $   14,893  $(342,114)  $   47,394

 Diluted per share:
    Income (loss) from
     continuing
     operations         $   (4.24)  $     0.17  $   (4.09)  $     0.73
    Net income (loss)   $   (4.26)  $     0.18  $   (4.20)  $     0.75

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 3,000 employees in 26 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 continue to increase volumes and maintain 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 communications and data industry; (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.
 NON-GAAP RECONCILIATION OF CONSOLIDATED STATEMENTS OF OPERATIONS
 (Amounts in thousands, except per share data) 
 (Unaudited)

                                          Three Months Ended
                                        December 31, 2008 (1)

                                 US GAAP      Non-GAAP
                                    As       Adjustments       As
                                 Reported        (2)        Adjusted
                                -------------------------------------
  Revenue
    Distribution revenue        $  919,108                 $  919,108
    Logistic services revenue      106,973                    106,973
                                -------------------------------------
  Total revenue                  1,026,081                  1,026,081

  Cost of revenue
    Cost of distribution
     revenue                       881,614                    881,614
    Cost of logistic
     services revenue               63,660                     63,660
                                -------------------------------------
  Total cost of revenue            945,274                    945,274
                                -------------------------------------

  Gross profit                      80,807                     80,807

  Selling, general and
   administrative expenses          60,157    $  (1,566)       58,591
  Amortization                       4,057       (3,936)          121
  Goodwill impairment charge       325,947     (325,947)           --
  Restructuring charge               6,421       (6,421)           --
                                -------------------------------------
  Operating income (loss)
   from continuing operations    (315,775)       337,870       22,095

  Interest, net                      4,260                      4,260
  Other (income) expense             4,237                      4,237
                                -------------------------------------
  Income (loss) from
   continuing operations
   before income taxes           (324,272)       337,870       13,598

  Income tax expense                20,104      (14,206)        5,898
                                -------------------------------------

  Income (loss) from
   continuing operations
   before minority interest      (344,376)       352,076        7,700

  Minority interest                    (4)                        (4)
                                -------------------------------------

  Income (loss)from
   continuing operations         (344,372)    $  352,076   $    7,704
                                              =======================

  Discontinued operations,
   net of income taxes:
    Gain (loss) from
     discontinued
     operations                    (2,254)                         
    Gain on disposal of
     discontinued
     operations                        589                        
                                ----------
  Total discontinued
   operations, net of
   income taxes                    (1,665)                      
                                ----------

  Net income (loss)             $(346,037)                
                                ==========

  Earnings per share - basic:
    Income (loss) from
     continuing operations      $   (4.36)                 $     0.10
                                                           ==========
    Discontinued
     operations, net of
     income taxes                   (0.02)
                                ----------
    Net income (loss)           $   (4.38)
                                ==========

  Earnings per share - diluted:
    Income (loss) from
     continuing operations      $   (4.24)                 $     0.09
                                                           ==========
    Discontinued operations,
     net of income taxes            (0.02)
                                ----------
    Net income (loss)           $   (4.26)
                                ==========
  Weighted average common
   shares outstanding:
    Basic                           78,905                     78,905
                                ==========                 ==========
    Diluted                         81,222           672       81,894
                                =====================================


                                          Three Months Ended
                                         December 31, 2007 (1)

                                 US GAAP       Non-GAAP
                                    As        Adjustments      As
                                 Reported         (3)       Adjusted
                                -------------------------------------
  Revenue
    Distribution revenue        $1,500,163                 $1,500,163
    Logistic services revenue      106,684                    106,684
                                -------------------------------------
  Total revenue                  1,606,847                  1,606,847

  Cost of revenue
    Cost of distribution
     revenue                     1,422,869                  1,422,869
    Cost of logistic
     services revenue               65,978                     65,978
                                -------------------------------------
  Total cost of revenue          1,488,847                  1,488,847
                                -------------------------------------

  Gross profit                     118,000                    118,000

  Selling, general and
   administrative expenses          72,935    $  (2,298)       70,637
  Amortization                       5,892       (5,714)          178
  Goodwill impairment charge            --                         --
  Restructuring charge               8,495       (8,495)           --
                                -------------------------------------
  Operating income (loss)
   from continuing operations       30,678        16,507       47,185

  Interest, net                      8,471                      8,471
  Other (income) expense             (154)                      (154)
                                -------------------------------------
  Income (loss) from
   continuing operations
   before income taxes              22,361        16,507       38,868

  Income tax expense                 8,139         4,938       13,077
                                -------------------------------------

  Income (loss) from
   continuing operations
   before minority interest         14,222        11,569       25,791

  Minority interest                    141                        141
                                -------------------------------------

  Income (loss)from
   continuing operations            14,081    $   11,569   $   25,650
                                              =======================

  Discontinued operations,
   net of income taxes:
    Gain (loss) from
     discontinued
     operations                         81                           
    Gain on disposal of
     discontinued
     operations                        731                           
                                ----------
  Total discontinued
   operations, net of
   income taxes                        812                           
                                ----------

  Net income (loss)             $   14,893                           
                                ==========

  Earnings per share - basic:
    Income (loss) from
     continuing operations      $     0.18                 $     0.33
                                                           ==========
    Discontinued
     operations, net of
     income taxes                     0.01             
                                ----------
    Net income (loss)           $     0.19             
                                ==========

  Earnings per share - diluted:
    Income (loss) from
     continuing operations      $     0.17                 $     0.31
                                                           ==========
    Discontinued operations,
     net of income taxes              0.01
                                ----------  
    Net income (loss)           $     0.18             
                                ==========

  Weighted average common
   shares outstanding:
    Basic                           77,103                     77,103
                                ==========                 ==========
    Diluted                         81,291           790       82,081
                                =====================================

 See accompanying "Notes to Non-GAAP Reconciliation of Consolidated
 Statements of Operations."


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

                                         Twelve Months Ended
                                        December 31, 2008 (1)

                                 US GAAP      Non-GAAP
                                    As       Adjustments       As
                                 Reported        (4)        Adjusted
                                -------------------------------------
  Revenue
    Distribution revenue        $4,211,811                 $4,211,811
    Logistic services revenue      428,667                    428,667
                                -------------------------------------
  Total revenue                  4,640,478                  4,640,478

  Cost of revenue
    Cost of distribution
     revenue                     4,027,475                  4,027,475
    Cost of logistic
     services revenue              266,280                    266,280
                                -------------------------------------
  Total cost of revenue          4,293,755                  4,293,755
                                -------------------------------------

  Gross profit                     346,723                    346,723

  Selling, general and
   administrative expenses         266,201    $  (6,557)      259,644
  Amortization                      18,246      (17,708)          538
  Goodwill impairment charge       325,947     (325,947)           --
  Restructuring charge              13,904      (13,904)           --
                                -------------------------------------
  Operating income (loss)
   from continuing operations    (277,575)       364,116       86,541

  Interest, net                     22,876                     22,876
  Other expense                      7,045                      7,045
                                -------------------------------------

  Income (loss) from
   continuing operations
   before income taxes           (307,496)       364,116       56,620

  Income tax expense                25,573       (6,312)       19,261
                                -------------------------------------

  Income (loss) from
   continuing operations
   before minority interest      (333,069)       370,428       37,359

  Minority interest                    362                        362
                                -------------------------------------

  Income (loss) from
   continuing operations         (333,431)    $  370,428   $   36,997
                                              =======================

  Discontinued operations,
   net of income taxes:
    Gain (loss) from
     discontinued operations       (9,267)                       
    Gain on disposal of
     discontinued operations           584                       
                                ----------
  Total discontinued
   operations, net of
   income taxes                    (8,683)                       
                                ----------

  Net income (loss)             $(342,114)                 
                                ==========

  Earnings per share - basic:
    Income (loss) from
     continuing operations      $   (4.26)                 $     0.47
                                                           ==========
    Discontinued operations,
     net of income taxes            (0.11)
                                ----------
    Net income (loss)          $    (4.37)
                                ==========

  Earnings per share - diluted:
    Income (loss) from
     continuing operations      $   (4.09)                 $     0.45
                                                           ==========
    Discontinued operations,
     net of income taxes            (0.11)
                                ----------
    Net income (loss)          $    (4.20)
                                ==========

  Weighted average common
   shares outstanding:
    Basic                           78,202                     78,202
                                ==========                 ==========
    Diluted                         81,509           876       82,385
                                =====================================


                                          Twelve Months Ended
                                         December 31, 2007 (1)

                                 US GAAP       Non-GAAP
                                    As        Adjustments      As
                                 Reported         (5)       Adjusted
                                -------------------------------------
  Revenue
    Distribution revenue        $3,878,103                 $3,878,103
    Logistic services revenue      358,180                    358,180
                                -------------------------------------
  Total revenue                  4,236,283                  4,236,283

  Cost of revenue
    Cost of distribution
     revenue                     3,712,067                  3,712,067
    Cost of logistic
     services revenue              254,842                    254,842
                                -------------------------------------
  Total cost of revenue          3,966,909                  3,966,909
                                -------------------------------------

  Gross profit                     269,374                    269,374

  Selling, general and
   administrative expenses         184,979    $ (10,009)      174,970
  Amortization                      10,528      (10,165)          363
  Goodwill impairment charge            --            --           --
  Restructuring charge               8,661       (8,661)           --
                                -------------------------------------
  Operating income (loss)
   from continuing operations       65,206        28,835       94,041

  Interest, net                     17,442                     17,442
  Other expense                        632         (256)          376
                                -------------------------------------

  Income (loss) from
   continuing operations
   before income taxes              47,132        29,091       76,223

  Income tax expense                   369        25,514       25,883
                                -------------------------------------

  Income (loss) from
   continuing operations
   before minority interest         46,763         3,577       50,340

  Minority interest                    347                        347
                                -------------------------------------

  Income (loss) from
   continuing operations            46,416    $    3,577   $   49,993
                                              =======================

  Discontinued operations,
   net of income taxes:
    Gain (loss) from
     discontinued operations           234                           
    Gain on disposal of
     discontinued operations           744                           
                                ----------
  Total discontinued
   operations, net of
   income taxes                        978                           
                                ----------

  Net income (loss)             $   47,394                           
                                ==========

  Earnings per share - basic:
    Income (loss) from
     continuing operations      $     0.76                 $     0.82
                                                           ==========
    Discontinued operations,
     net of income taxes              0.02             
                                ----------
    Net income (loss)           $     0.78             
                                ==========

  Earnings per share - diluted:
    Income (loss) from
     continuing operations      $     0.73                 $     0.77
                                                           ==========
    Discontinued operations,
     net of income taxes              0.02
                                ----------
    Net income (loss)           $     0.75             
                                ==========

  Weighted average common
   shares outstanding:
    Basic                           61,174                     61,174
                                ==========                 ==========
    Diluted                         63,571           987       64,558
                                =====================================

 See accompanying "Notes to Non-GAAP Reconciliation of Consolidated
 Statements of Operations."

Notes to Non-GAAP Reconciliation of Consolidated Statements of Operations:



 (1) 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. 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.

 (2) Adjustments for the three months ended December 31, 2008 include:
      *   The $325.9 million goodwill impairment charge discussed
          above.
      *   A $6.4 million restructuring charge consisting of a $3.3
          million charge related to the termination of the operating
          lease for our European headquarters, $1.7 million of
          restructuring charges associated with the closure of our
          Reno, Nevada distribution facility in December, $0.6 million
          of severance costs for other employees of our North America
          operations, and $0.8 million of restructuring charges
          related to the previously announced realignment of our
          European operations.
      *   $3.9 million of non-cash amortization expense related to
          acquired intangible assets.
      *   $1.6 million of non-cash stock based compensation expense.
      *   $14.2 million of income tax adjustments, which include the
          tax impact of the items described above, a $10.9 million tax
          charge related to valuation allowances on certain foreign
          tax credit carryforwards that are no longer expected to be
          utilized and a $7.2 million tax charge related to valuation
          allowances on certain net operating loss carryforwards that
          are no longer expected to be utilized. The adjusted
          effective tax rate (non-GAAP) for the fourth quarter of 2008
          was 43%.

 (3) Adjustments for the three months ended December 31, 2007
     include:
      *   An $8.5 million restructuring charge, consisting of $7.1
          million in connection with terminating Dangaard Telecom's
          implementation of SAP enterprise resource planning and
          related software and a $1.4 million charge in connection
          with consolidating the Brightpoint and Dangaard Telecom
          operations in Germany.
      *   $5.7 million of non-cash amortization expense related to
          acquired intangible assets.
      *   $1.6 million of non-cash stock based compensation expense.
      *   $0.7 million of incremental costs related to integrating the
          Dangaard Telecom and CellStar acquisitions and other initial
          charges taken in connection with longer-term cost saving
          initiatives.
      *   $4.9 million tax impact of items described above.

 (4) Adjustments for the year ended December 31, 2008 include:
      *   The $325.9 million goodwill impairment charge discussed
          above.
      *   A $13.9 million restructuring charge consisting primarily of
          $1.8 million in charges 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, a $3.6 million charge
          in connection with consolidating the Brightpoint and
          Dangaard operations in Germany during the first quarter, a
          $3.3 million charge related to the termination of the
          operating lease for our European headquarters in the fourth
          quarter, $1.7 million of restructuring charges associated
          with the closure of our Reno, Nevada distribution facility
          in the fourth quarter, $0.6 million of severance costs for
          other employees of our North America operations in the
          fourth quarter, and $1.8 million of other charges in
          connection with the previously announced realignment of our
          European operations.
      *   $17.7 million of non-cash amortization expense related to
          acquired intangible assets.
      *   $6.6 million of non-cash stock based compensation expense.
      *   $6.3 million of income tax adjustments, which include the
          tax impact of the items described above, a $10.9 million tax
          charge related to valuation allowances on certain foreign
          tax credit carryforwards that are no longer expected to be
          utilized, and a $7.2 million tax charge related to valuation
          allowances on certain net operating loss carryforwards that
          are no longer expected to be utilized. The adjusted
          effective tax rate (non-GAAP) for the year ended December
          31, 2008 was 34%.

 (5) Adjustments for the year ended December 31, 2007 include:
      *   An $8.7 million restructuring charge, consisting of $7.1
          million in connection with terminating Dangaard Telecom's
          implementation of SAP enterprise resource planning and
          related software and a $1.4 million charge in connection
          with consolidating the Brightpoint and Dangaard Telecom
          operations in Germany.
      *   $10.2 million of non-cash amortization expense related to
          acquired intangible assets.
      *   $6.1 million of non-cash stock based compensation expense.
      *   $4.2 million of incremental costs related to integrating the
          Dangaard Telecom and CellStar acquisitions and initial
          charges taken in connection with longer-term other cost
          saving initiatives.
      *   $25.5 million tax impact of items described above, including
          $14.1 million tax benefit related to the reversal of
          valuation allowances on certain foreign tax credit
          carryforwards and $2.1 million tax benefit resulting from a
          reduction in the statutory tax rate in Germany.




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


                                                 December 31,
                                             2008           2007
                                          -----------    -----------
                                          (Unaudited)
 ASSETS
 Current assets:
  Cash and cash equivalents               $    57,226    $   102,160
  Accounts receivable (less allowance
   for doubtful accounts of $11,217 in
   2008 and $17,157 in 2007)                  499,541        754,238
  Inventories                                 290,243        474,951
  Other current assets                         61,392         69,261
                                          -----------    -----------
 Total current assets                         908,402      1,400,610

 Property and equipment, net                   56,463         55,732
 Goodwill                                      51,439        349,646
 Other intangibles, net                       107,286        135,431
 Other assets                                  22,770         30,942
                                          -----------    -----------

 Total assets                             $ 1,146,360    $ 1,972,361
                                          ===========    ===========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                        $   534,906    $   666,085
  Accrued expenses                            137,957        189,415
  Current portion of long-term debt                --         19,332
  Lines of credit and other short-term
   borrowings                                     798             --
                                          -----------    -----------
 Total current liabilities                    673,661        874,832

 Long-term liabilities:
  Lines of credit, long-term                    1,501        208,399
  Long-term debt                              174,106        233,122
  Other long-term liabilities                  46,528         54,425
                                          -----------    -----------
 Total long-term liabilities                  222,135        495,946
                                          -----------    -----------
 Total liabilities                            895,796      1,370,778

 COMMITMENTS AND CONTINGENCIES

 Minority interest                                 --            818

 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; 88,730
   issued in 2008 and 88,418 issued
   in 2007                                        887            884
  Additional paid-in-capital                  625,415        584,806
  Treasury stock, at cost, 7,063 shares
   in 2008 and 6,930 shares in 2007           (59,983)       (58,695)
 Retained earnings (deficit)                 (312,648)        29,467
 Accumulated other comprehensive income
  (loss)                                       (3,107)        44,303
                                          -----------    -----------
 Total shareholders' equity                   250,564        600,765
                                          -----------    -----------

 Total liabilities and shareholders'
  equity                                  $ 1,146,360    $ 1,972,361
                                          ===========    ===========




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


                                                      Year Ended
                                                      December 31,
                                                 ---------------------
                                                    2008       2007
                                                 ---------------------

 Operating activities
 Net (loss) income                               $(342,114)  $  47,394
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
      Depreciation and amortization                 36,734      24,747
      Non-cash compensation                          6,557       6,104
      Restructuring charge                          13,904       8,661
      Goodwill impairment charge                   325,947          --
      Change in deferred taxes                       1,874     (25,624)
      Minority interest                                362         347
      Other non-cash                                   (54)      6,460

 Changes in operating assets and liabilities,
  net of effects from acquisitions and
  divestitures:
      Accounts receivable                          200,042    (123,195)
      Inventories                                  161,573     160,596
      Other operating assets                        (9,929)     (7,156)
      Accounts payable and accrued expenses       (122,090)    (24,656)
                                                 ---------------------
 Net cash provided by operating activities         272,806      73,678

 Investing activities
 Capital expenditures                              (21,642)    (20,247)
 Acquisitions, net of cash acquired                 (5,877)    (68,902)
 Decrease (increase) in other assets                 2,008      (9,885)
                                                 ---------------------
 Net cash used in investing activities             (25,511)    (99,034)

 Financing activities
 Net proceeds from (repayments on) credit
  facilities                                      (205,894)    168,493
 Repayments on debt assumed from Dangaard
  Telecom                                               --    (348,736)
 Proceeds from Global Term Loans                        --     250,000
 Repayments on Global Term Loans                   (73,616)     (4,726)
 Deferred financing costs paid                        (330)     (4,597)
 Purchase of treasury stock                         (1,288)       (400)
 Excess tax benefit from equity based
  compensation                                          76       1,602
 Proceeds from common stock issuances under
  employee stock option plans                           39       4,129
                                                 ---------------------
 Net cash provided by (used in) financing
  activities                                      (281,013)     65,765
 Effect of exchange rate changes on cash and
  cash equivalents                                 (11,216)      7,420
                                                 ---------------------
 Net increase (decrease) in cash and cash
  equivalents                                      (44,934)     47,829
 Cash and cash equivalents at beginning of year    102,160      54,331
                                                 ---------------------
 Cash and cash equivalents at end of year        $  57,226   $ 102,160
                                                 =====================

Supplemental Information (Amounts in thousands)

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



                          Three Months Ended           Year Ended
                              December 31,             December 31,
                         ---------------------   ---------------------
                            2008        2007       2008         2007
                         ---------   ---------   ---------   ---------
 Net income (loss)(1)    $(346,037)  $  14,893   $(342,114)  $  47,394
 Net interest (income)
  expense(1)                 4,256       8,694      23,171      18,010
 Income taxes(1)            21,114       8,188      24,457         467
 Depreciation and
  amortization(1)          334,432      10,089     362,680      24,747
                         ---------   ---------   ---------   ---------
      EBITDA             $  13,765   $  41,864   $  68,194   $  90,618
                         =========   =========   =========   =========

     (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 December
     31, 2008 and 2007, and September 30, 2008 were as follows:

                                           Three Months Ended
                                   ----------------------------------
                                    Dec. 31,    Dec. 31,    Sept. 30,
                                     2008         2007         2008
                                   ---------   ---------    ---------
 Days sales outstanding in
  accounts receivable                     32          33           28
 Days inventory on-hand                   26          28           24
 Days payable outstanding                (41)        (33)         (42)
                                   ---------   ---------    ---------
      Cash Conversion Cycle Days          17          28           10
                                   =========   =========    =========

     Please see the Brightpoint website at www.Brightpoint.com for a
     detailed calculation of cash conversion cycle days for the three
     months ended December 31, 2008.

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 December 31, 2008 and 2007, and
     September 30, 2008, was as follows:

                                          Three Months Ended
                                   ----------------------------------
                                    Dec. 31,    Dec. 31,    Sept. 30,
                                     2008         2007        2008
                                   ---------   ----------   ---------
 Operating income after taxes
  (non-GAAP):
 Operating income (loss) from
  continuing operations            $(315,775)  $   30,678   $  17,925
 Restructuring charge                  6,421        8,495         901
 Goodwill impairment charge          325,947           --          --
 Less: estimated income taxes(1)      (5,808)     (13,711)     (6,589)
                                   ---------   ----------   ---------
   Operating income after taxes
    (non-GAAP)                     $  10,785   $   25,462   $  12,237
                                   =========   ==========   =========

 Invested Capital:
 Debt                              $ 176,405   $  460,852   $ 185,483
 Shareholders' equity                250,564      600,764     623,640
                                   ---------   ----------   ---------
   Invested capital                $ 426,969   $1,061,616   $ 809,123
                                   =========   ==========   =========
 Average invested capital(2)       $ 618,047   $1,019,392   $ 863,922
 ROIC(3)                                   7%         10%          6%



                                      Trailing Four Quarters Ended
                                   ----------------------------------
                                    Dec. 31,    Dec, 31,    Sept. 30,
                                     2008        2007         2008
                                   ---------   ----------   ---------
 Operating income after taxes
  (non-GAAP):
 Operating income (loss) from
  continuing operations            $(277,575)  $   65,206   $  68,880
 Restructuring charge                 13,904        8,661      15,979
 Goodwill impairment charge          325,947           --          --
 Less: estimated income taxes(1)     (21,797)     (25,853)    (29,701)
                                   ---------   ----------   ---------
   Operating income after taxes
    (non-GAAP)                     $  40,479   $   48,013   $  55,158
                                   =========   ==========   =========

 Invested Capital:
 Debt                              $ 176,405   $  460,852   $ 185,483
 Shareholders' equity                250,564      600,764     623,640
                                   ---------   ----------   ---------
   Invested capital                $ 426,969   $1,061,616   $ 809,123
                                   =========   ==========   =========
 Average invested capital(2)       $ 846,636   $  573,913   $ 956,676
 ROIC(3)                                   5%           8%          6%

 (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.

The decline in ROIC for the trailing four quarters ended December 31,2008 compared to the same period in the prior year was primarily due to the increase in average invested capital compared the prior year and the decrease in operating income after taxes. Average invested capital was negatively impacted by an increase in invested capital to fund the acquisition of Dangaard Telecom. Our average invested capital will be favorably impacted in future quarters due to the goodwill impairment charge recorded in the fourth quarter of 2008.

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, cash transfer capabilities and income tax rates which vary amongst Brightpoint operating entities and are not controllable by operating entity management. 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 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
                                  ----------------------------------
                                   Dec. 31,    Dec. 31,    Sept. 30,
                                     2008        2007        2008
                                  ----------  ----------  ----------
 Operating income before 
  amortization, goodwill
  impairment charge, and
  restructuring charges 
  (non-GAAP):
 Operating income (loss) from
  continuing operations           $(315,775)  $   30,678  $   17,925
 Plus: amortization expense            4,057       5,892       4,647
 Plus: goodwill impairment charge    325,947          --          --
 Plus: restructuring charge            6,421       8,495         901
                                  ----------  ----------  ----------
    Operating income before
     amortization, goodwill
     impairment charge, and
     restructuring charges
     (non-GAAP):                  $   20,650  $   45,065  $   23,473
                                  ==========  ==========  ==========

 Tangible capital:
 Total assets                     $1,146,360  $1,972,361  $1,625,821
 Less: cash and cash equivalents      56,632     101,582     100,670
 Less: short term investments             --       8,498          --
 Less: goodwill                       51,439     349,646     389,005
 Less: other intangibles, net        107,286     135,431     118,619
                                  ----------  ----------  ----------
 Net tangible assets              $  931,003  $1,377,204  $1,017,527

 Total current liabilities           672,863     855,500     762,490
 Less: current portion of
  long-term debt                          --      19,332       1,190
 Less: lines of credit and
  other short term borrowings            798          --          13
                                  ----------  ----------  ----------
 Net current liabilities          $  672,065  $  836,168  $  761,287
                                  ----------  ----------  ----------

 Net tangible capital             $  258,938  $  541,036  $  256,240
                                  ==========  ==========  ==========
 Average tangible capital (1)     $  257,589  $  553,532  $  294,146
 ROTC (2)                                32%         33%         32%



                                        Trailing Four Quarters
                                  ----------------------------------
                                   Dec. 31,    Dec. 31,    Sept. 30,
                                     2008        2007        2008
                                  ----------  ----------  ----------
 Operating income before 
  amortization, goodwill 
  impairment charge, and
  restructuring charges 
  (non-GAAP):
 Operating income (loss) from
  continuing operations           $(277,575)  $   65,206  $   68,880
 Plus: amortization expense           18,246      10,528      20,081
 Plus: goodwill impairment charge    325,947          --          --
 Plus: restructuring charge           13,904       8,661      15,979
                                  ----------  ----------  ----------
    Operating income before
     amortization, goodwill
     impairment charge, and
     restructuring charges
     (non-GAAP):                  $   80,522  $   84,395  $  104,940
                                  ==========  ==========  ==========

 Tangible capital:
 Total assets                     $1,146,360  $1,972,361  $1,625,821
 Less: cash and cash equivalents      56,632     101,582     100,670
 Less: short term investments             --       8,498          --
 Less: goodwill                       51,439     349,646     389,005
 Less: other intangibles, net        107,286     135,431     118,619
                                  ----------  ----------  ----------
 Net tangible assets              $  931,003  $1,377,204  $1,017,527

 Total current liabilities           672,863     855,500     762,490
 Less: current portion of
  long-term debt                          --      19,332       1,190
 Less: lines of credit and
  other short term borrowings            798          --          13
                                  ----------  ----------  ----------
 Net current liabilities          $  672,065  $  836,168  $  761,287
                                  ----------  ----------  ----------

    Net tangible capital          $  258,938  $  541,036  $  256,240
                                  ==========  ==========  ==========
 Average tangible capital (1)     $  376,010  $  343,651  $  437,428
 ROTC (2)                                21%         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 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 operating income before
     amortization and restructuring charges by average tangible
     capital and multiplying the results by four.

ROTC decreased for the three months and trailing four quarters ended December 31, 2008 compared to the same period in the prior year primarily as a result of lower operating income before amortization, goodwill impairment charge and restructuring charges.

We anticipate improving our trailing four quarter ROTC to a range of 35%-40% as we increase operating income and better employ tangible capital.



            

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