Brightpoint Reports Third Quarter 2008 Financial Results


PLAINFIELD, Ind., Nov. 4, 2008 (GLOBE NEWSWIRE) -- Brightpoint, Inc. (Nasdaq:CELL) reported its financial results for the third quarter ended September 30, 2008. Unless otherwise noted, amounts pertain to the third quarter of 2008.

FOR THE THIRD QUARTER OF 2008:

Because of the acquisition of Dangaard Telecom on July 31, 2007, the Company believes that it is meaningful to compare financial results for the third quarter of 2008 to the second quarter of 2008 as well as to the third quarter of 2007.

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. Please see Brightpoint Inc.'s website at www.Brightpoint.com for quarterly statements of operations for all periods that have been reclassified.

Revenue was $1.2 billion for the third quarter of 2008, which was flat compared to the second quarter of 2008 and an increase of 4% from the third quarter of 2007.

Income from continuing operations was $6.0 million or $0.07 per diluted share for the third quarter of 2008 compared to $2.6 million or $0.03 per diluted share for the second quarter of 2008 and $13.0 million or $0.18 per diluted share for the third quarter of 2007. Weighted average common shares outstanding (diluted) were 81.3 million for the third quarter of 2008 compared to 81.4 million for the second quarter of 2008 and 71.1 million for the third quarter of 2007.

Adjusted income from continuing operations (non-GAAP) was $10.9 million or $0.13 per diluted share compared to $9.6 million or $0.12 per diluted share for the second quarter of 2008 and $15.6 million or $0.22 per diluted share for the third quarter of 2007. Please see the disclosure below regarding adjusted income from continuing operations. Adjustments to income from continuing operations for the third quarter of 2008 include:



 --  A $0.9 million restructuring charge (pre-tax) consisting
     primarily of a $0.2 million charge related to the sale of certain
     assets in Colombia as well as $0.7 million of restructuring
     charges associated with the previously announced realignment of
     our European operations

 --  $4.6 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.

Total debt was $185.5 million at September 30, 2008, compared to $243.8 million at June 30, 2008 and $460.9 million at December 31, 2007. Total debt as of September 30, 2008 is lower than the previously announced debt target of $200 million set for December 31, 2008. Total liquidity (unrestricted cash and unused borrowing availability) was $455.5 million at September 30, 2008 compared to $456.5 million at June 30, 2008 and $232.0 million at December 31, 2007.

Cash provided by operating activities was $53.0 million and $312.9 million for the three and nine months ended September 30, 2008. Cash provided by operating activities was used to pay down borrowings by approximately $46.0 million since June 30, 2008, bringing the total debt reduction to approximately $281.0 million since December 31, 2007.

EBITDA was $24.4 million for the third quarter of 2008 compared to $9.4 million for the second quarter of 2008 and $29.2 million for the third quarter of 2007.

We handled 20.3 million wireless devices for the third quarter of 2008 compared to 19.9 million for the second quarter of 2008 and 22.0 million for the third quarter of 2007, an increase of approximately 2% from the second quarter of 2008 and a decrease of 8% from the third quarter of 2007. The sale of certain assets in Colombia resulted in approximately 0.9 million fewer units handled in the third quarter of 2008 compared to the third quarter of 2007.

Gross margin was 7.2% for the third quarter of 2008, a decrease of 0.1 percentage points from the second quarter of 2008 and an increase of 0.5 percentage points from the third quarter of 2007.

SG&A expenses were $63.5 million for the third quarter of 2008, a decrease of $7.6 million or 11% compared to the second quarter of 2008 and an increase of $12.2 million or 24% compared to the third quarter of 2007. SG&A expenses increased compared to the third quarter of 2007 primarily because of the acquisition of Dangaard Telecom. SG&A expenses decreased compared to the second quarter of 2008 because of the positive impact of our cost reduction initiatives. SG&A expenses as a percent of revenue were 5.2% for the third quarter of 2008 compared to 5.9% for the second quarter of 2008 and 4.4% for the third quarter of 2007.

Interest expense, net was $4.4 million for the third quarter of 2008 compared to $6.7 million for the second quarter of 2008 and $5.8 million for the third quarter of 2007. Interest expense, net decreased because of the positive impact of our debt reduction initiatives.

The effective tax rate was 48.2% for the third quarter of 2008 compared to 18.5% for the third quarter of 2007. The effective tax rate was higher than the U.S. statutory tax rate for the third quarter of 2008 primarily due to an unfavorable mix of income. The mix of income has shifted toward higher tax jurisdictions for which the negative impact of adjusting for our revised estimated annual tax rate for the year is reflected in the third quarter of 2008. The effective tax rate for the third quarter of 2007 included a $2.1 million tax benefit resulting from a reduction in the statutory tax rate in Germany.

FOR THE 2008 FISCAL YEAR, MANAGEMENT CURRENTLY EXPECTS:



 --  Units handled to be between 85 million to 90 million units, a
     reduction from the previously disclosed range of approximately 90
     million to 95 million units, as a result of many macro economic
     events and general weakness in the European and U.S. wireless
     markets.

 --  Adjusted (non-GAAP) SG&A expense for the fourth quarter of 2008
     is expected to be relatively flat compared to adjusted (non-GAAP)
     SG&A expense for the third quarter of 2008 of $61.9 million.

 --  Annual effective tax rate from 32% to 35%.

 --  Non-GAAP weighted average common shares outstanding (diluted) of
     approximately 82.5 million.

Please see the following Schedules and the Brightpoint website at www.Brightpoint.com for an explanation and reconciled presentation of the results for the third quarter ended September 30, 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 following Supplemental Information for a reconciliation of EBITDA.

"Despite the challenging macro economic factors affecting all industries, our industry-leading low cost business model, global market position and strong balance sheet are resulting in many new opportunities with the leading companies in the wireless space. While our visibility into the overall wireless handset shipments for the global wireless device industry remains good, we however, in the future, will no longer provide an industry outlook for overall wireless handset shipments. These estimates are widely available from various reliable sources. I believe that based on increasing opportunities in wireless distribution and customized logistics with manufacturers, network operators, MVNOs, and retailers on a global basis, we will grow faster than the wireless handset industry in terms of units handled. We remain focused on growing our earnings per share and achieving an annual ROIC target of approximately 15%," said Robert J. Laikin, Brightpoint's Chairman of the Board and Chief Executive Officer. "We expect to continue to generate positive operating cash flow, execute on our previously announced realignment of our European operations and realize annualized cost savings of $25 million to $30 million, align with the leading manufacturers in the converged Smartphone space, (both hardware and software) and with new entrants in the global wireless market, and continue to look for ways to drive costs out of our already low cost distribution and customized logistics business model. I am proud of our employees' ability to focus and deliver positive results in the third quarter of 2008."

"I am pleased with our cash flows from operations and working capital improvements during the third quarter," said Tony Boor, Brightpoint's Chief Financial Officer. "We generated over $53 million of cash flows from operations, which allowed us to reduce our debt balances by more than $46 million by the end of the quarter. As of the end of the third quarter, virtually all of our remaining debt was term debt that requires no additional principal payments in the fourth quarter. Cash flows from operations came primarily from lowering our inventory levels by $72 million and from improving the overall aging of our inventories. These improvements in inventory in the quarter combined with other improvements in working capital helped us lower our cash conversion cycle to an industry leading ten days."

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 $14.6 million in the third quarter of 2008 related to these initiatives. Approximately $13.7 million of the total restructuring costs were directly related to the Dangaard Telecom acquisition and thus resulted in additional goodwill recorded in purchase accounting. The remaining $0.9 million of restructuring costs incurred during the third quarter of 2008 were not directly related to the Dangaard Telecom acquisition and thus are included as "restructuring charge" in the Consolidated Statement of Operations for the three months ended September 30, 2008.

These cost reduction initiatives, which will be fully implemented by the end of 2008, are expected to result in approximately $12 million to $14 million in spending reductions for the second half of 2008 and $25 million to $30 million in annualized spending reductions. Some of these spending reductions will be realized within SG&A and some will be realized within gross profit. As of the end of the third quarter of 2008, we are on-track to realize the previously announced spending reductions of $12 million to $14 million for the second half of 2008. We will also continue to focus on other spending reduction opportunities and operational efficiencies in an effort to achieve desired operating margins.

In October 2008 the Company reached an agreement with the landlord of its European headquarters to terminate the building's lease. The Company will record a charge of approximately $3.0 million to $3.5 million related to the termination of this lease in its results of operations for the fourth quarter of 2008.



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

                                         Three Months Ended
                                 ------------------------------------
                                  Sept. 30,    Sept. 30,    June 30,
                                    2008         2007         2008
                                 ----------   ----------   ----------
 Wireless devices handled            20,348       22,028       19,895
 Revenue                         $1,209,969   $1,160,682   $1,212,730
 Gross profit                    $   86,948   $   77,746   $   88,225
 Gross margin                           7.2%         6.7%         7.3%
 Selling, general and
  administrative expenses        $   63,475   $   51,275   $   71,071
 Operating income from
  continuing operations          $   17,925   $   22,413   $    9,366
 Income from
  continuing operations          $    6,027   $   13,020   $    2,596
 Net income (loss)               $    5,479   $   12,962   $   (2,331)

 Diluted per share:
   Income from 
    continuing operations        $     0.07   $     0.18   $     0.03
   Net income (loss)             $     0.06   $     0.18   $    (0.03)

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 2007, Brightpoint handled approximately 83 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 2007 Brightpoint generated revenue of $4.2 billion and net income of $47.4 million. 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 including, without limitation, its expectations regarding units handled, adjusted (non-GAAP) SG&A, spending reductions, annual effective tax rate, and non-GAAP weighted average common shares outstanding (diluted). 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) loss of significant customers or a reduction in prices we charge these customers as a result of consolidation of mobile phone operators, including Dobson Communications Corporation, Suncom and Rural Cellular Corporation, which were recently acquired or Alltel, which has announced plans to be acquired; (ii) our obligations under certain debt, lease and other contractual arrangements; (iii) dependence upon principal suppliers and availability and price of wireless products including the risk of consolidation of these suppliers; (iv) our ability to borrow additional funds, including the viability of the banks participating in our credit facilities that might impact their ability to provide additional funds; (v) collection of our accounts receivable; (vi) our ability to expand and implement our future growth strategy, including acquisitions; (vii) uncertainty regarding future volatility in our Common Stock price; (viii) uncertainty regarding whether wireless equipment manufacturers and wireless network operators will continue to outsource aspects of their business to us; (ix) our reliance upon third parties to manufacture products which we distribute and reliance upon their quality control procedures; (x) the potential for our operations to be materially affected by fluctuations in regional demand and economic factors; (xi) rapid technological changes in the wireless communications and data industry; (xii) risks of foreign operations, including currency, trade restrictions and political risks in our foreign markets; (xiii) effect of natural disasters, epidemics, hostilities or terrorist attacks on our operations; (xiv) the impact that seasonality may have on our business and results; (xv) our ability to attract and retain qualified management and other personnel, cost of complying with labor agreements and high rate of personnel turnover; (xvi) protecting our proprietary information; (xvii) existence of anti-takeover measures; (xviii) 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; (xix) integration of Dangaard Telecom's operations in a timely manner; (xx) acquisition related accounting impairment and amortization charges may delay and reduce our post-acquisition profitability; (xxi) exposure to unknown pre-existing liabilities of Dangaard Telecom; (xxii) possible adverse effects of future medical claims regarding the use of wireless devices; (xxiii) intense industry competition. 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             
                                      September 30, 2008 (1)          
                                                                      
                             US GAAP       Non-GAAP            As     
                            As Reported   Adjustments(2)    Adjusted  
                           -------------------------------------------
 Revenue                                                              
  Distribution revenue     $   1,098,800                 $   1,098,800
  Logistic services              111,169                       111,169
                                                                      
                           -------------------------------------------
 Total revenue                 1,209,969                     1,209,969
                                                                      
 Cost of revenue                                                      
  Cost of distribution                                                
   revenue                     1,054,383                     1,054,383
  Cost of logistic                                                    
   services revenue               68,638                        68,638
                           -------------------------------------------
 Total cost of revenue         1,123,021                     1,123,021
                           -------------------------------------------
                                                                      
 Gross profit                     86,948                        86,948
                                                                      
 Selling, general and                                                 
  administrative expenses         63,475    $    (1,574)        61,901
 Amortization                      4,647         (4,553)            94
 Restructuring charge                901           (901)            --
                           -------------------------------------------
 Operating income from                                                
  continuing operations           17,925          7,028         24,953
                                                                      
 Interest, net                     4,435                         4,435
 Other expenses                    1,782                         1,782
                           -------------------------------------------
 Income from continuing                                               
  operations before                                                   
  income taxes                    11,708          7,028         18,736
                                                                      
 Income tax expense                5,648          2,156          7,804
                           -------------------------------------------
                                                                      
 Income from continuing                                               
  operations before                                                   
  minority interest                6,060          4,872         10,932
                                                                      
 Minority interest                    33                            33
                           -------------------------------------------
                                                                      
 Income from                                                          
  continuing operations            6,027    $     4,872  $      10,899
                                            ==========================
                                                                      
 Discontinued operations,                                             
  net of income taxes:                                                
   Loss from discontinued                                             
    operations                      (538)                             
   Loss on disposal of                                                
    discontinued operations          (10)                             
                           -------------                              
 Total discontinued                                                   
  operations, net of                                                  
  income taxes                      (548)                             
                           -------------                              
 Net income                $       5,479                              
                           =============                              
                                                                      
 Earnings per share -                                                 
  basic:                                                              
   Income from continuing                                             
    operations             $        0.08                 $        0.14
                                                         =============
  Discontinued operations,                                            
   net of income taxes             (0.01)                             
                           -------------                              
  Net income               $        0.07                              
                           =============                              
                                                                      
 Earnings per share -                                                 
  diluted:                                                            
   Income from continuing                                             
    operations             $        0.07                 $        0.13
                                                         =============
  Discontinued operations,                                            
   net of income taxes             (0.01)                             
                           -------------                              
  Net income               $        0.06                              
                           =============                              
                                                                      
 Weighted average common                                              
  shares outstanding:                                                 
   Basic                          78,549                        78,549
                           =============                 =============
   Diluted                        81,250          1,118         82,368
                           ===========================================
                                                                      
                                                                      
                                      Three Months Ended              
                                     September 30, 2007 (1)           
                                                                      
                             US GAAP       Non-GAAP           As      
                            As Reported   Adjustments(3)   Adjusted   
                           -------------------------------------------
 Revenue                                                              
  Distribution revenue     $   1,067,791                 $   1,067,791
  Logistic services               92,891                        92,891
                           -------------------------------------------
 Total revenue                 1,160,682                     1,160,682
                                                                      
 Cost of revenue                                                      
  Cost of distribution                                                
   revenue                     1,018,314                     1,018,314
  Cost of logistic                                                    
   services revenue               64,622                        64,622
                           -------------------------------------------
 Total cost of revenue         1,082,936                     1,082,936
                           -------------------------------------------
                                                                      
 Gross profit                     77,746                        77,746
                                                                      
 Selling, general and                                                 
  administrative expenses         51,275    $    (2,803)        48,472
 Amortization                      3,892         (3,831)            61
 Restructuring charge                166           (166)             0
                           -------------------------------------------
 Operating income from                                                
  continuing operations           22,413          6,800         29,213
                                                                      
 Interest, net                     5,758                         5,758
 Other expenses                      424           (256)           168
                           -------------------------------------------
 Income from continuing                                               
  operations before                                                   
  income taxes                    16,231          7,056         23,287
                                                                      
 Income tax expense                3,005          4,460          7,465
                           -------------------------------------------
                                                                      
 Income from continuing                                               
  operations before                                                   
  minority interest               13,226          2,596         15,822
                                                                      
 Minority interest                   206                           206
                           -------------------------------------------
                                                                      
 Income from                                                          
  continuing operations           13,020    $     2,596  $      15,616
                                            ==========================
                                                                      
 Discontinued operations,                                             
  net of income taxes:                                                
   Loss from discontinued                                             
    operations                       (57)                             
   Loss on disposal of                                                
    discontinued operations           (1)                             
                           -------------                              
 Total discontinued                                                   
  operations, net of                                                  
  income taxes                       (58)                             
                           -------------                              

 Net income                  $    12,962                              
                           =============                              
                                                                      
 Earnings per share -                                                 
  basic:                                                              
   Income from continuing                                             
    operations             $        0.19                 $        0.22
                                                         =============
 Discontinued operations,                                             
  net of income taxes                                               
                           -------------                              
   Net income              $        0.19                              
                           =============                              
                                                                      
 Earnings per share -                                                 
  diluted:                                                            
   Income from continuing                                             
    operations             $        0.18                 $        0.22
                                                         =============
  Discontinued operations,                                            
   net of income taxes                                          
                           -------------                              
  Net income               $        0.18                              
                           =============                              
                                                                      
 Weighted average common                                              
  shares outstanding:                                                 
   Basic                          70,076                        70,076
                           =============                 =============
   Diluted                        71,125          1,032         72,157
                           ===========================================
                                                                      
  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)

                                          Nine Months Ended
                                        September 30, 2008(1)

                                  US GAAP      Non-GAAP        As
                                As Reported  Adjustments(4)  Adjusted
                                 ------------------------------------
 Revenue
   Distribution revenue          $3,292,703                $3,292,703
   Logistic services revenue        321,694                   321,694
                                 ------------------------------------
 Total revenue                    3,614,397                 3,614,397

 Cost of revenue
   Cost of distribution revenue   3,145,861                 3,145,861
   Cost of logistic services
    revenue                         202,620                   202,620
                                 ------------------------------------
 Total cost of revenue            3,348,481                 3,348,481
                                 ------------------------------------

 Gross profit                       265,916                   265,916

 Selling, general and
  administrative expenses           206,043    $ (4,991)      201,052
 Amortization                        14,189     (13,772)          417
 Restructuring charge                 7,483      (7,483)           --
                                 ------------------------------------
 Operating income from
  continuing operations              38,201      26,246        64,447


 Interest, net                       18,616                    18,616
 Other expenses                       2,809                     2,809
                                 ------------------------------------
 Income from continuing
  operations before income taxes     16,776      26,246        43,022

 Income tax expense (benefit)         5,469       7,894        13,363
                                 ------------------------------------

 Income from continuing
  operations before minority
  interest                           11,307      18,352        29,659

 Minority interest                      366                       366
                                 ------------------------------------

 Income from continuing
  operations                         10,941    $ 18,352    $   29,293
                                               ======================

 Discontinued operations, net of
  income taxes:
    Gain (loss) from
     discontinued operations         (7,013)
    Gain (loss) on disposal of
     discontinued operations             (5)
                                 ----------
 Total discontinued operations,
  net of income taxes                (7,018)

                                 ----------

 Net income                      $    3,923
                                 ==========

 Earnings per share - basic:
   Income from continuing
    operations                   $     0.14                $     0.38
                                                           ==========
   Discontinued operations,
    net of income taxes               (0.09)
                                 ----------
   Net income                    $     0.05
                                 ==========

 Earnings per share - diluted:
   Income from continuing
    operations                   $     0.13                $     0.36
                                                           ==========
   Discontinued operations,
    net of income taxes               (0.09)
                                 ----------
     Net income                  $     0.04
                                 ==========

 Weighted average common shares
  outstanding:
   Basic                             77,968                    77,968
                                 ==========                ==========
   Diluted                           81,545         926        82,471
                                 ====================================


                                          Nine Months Ended
                                         September 30, 2007(1)

                                  US GAAP       Non-GAAP       As
                                As Reported  Adjustments(5) Adjusted
                                 -----------------------------------

 Revenue
   Distribution revenue          $2,377,940               $2,377,940
   Logistic services revenue        251,496                  251,496
                                 -----------------------------------
 Total revenue                    2,629,436                2,629,436

 Cost of revenue
   Cost of distribution revenue   2,289,198                2,289,198
   Cost of logistic services
    revenue                         188,864                  188,864
                                 -----------------------------------
 Total cost of revenue            2,478,062                2,478,062
                                 -----------------------------------

 Gross profit                       151,374                  151,374

 Selling, general and
  administrative expenses           112,044    $(7,711)      104,333
 Amortization                         4,636     (4,451)          185
 Restructuring charge                   166       (166)           --
                                 -----------------------------------
 Operating income from
  continuing operations              34,528     12,328        46,856


 Interest, net                        8,971                    8,971
 Other expenses                         786       (256)          530
                                 -----------------------------------
 Income from continuing
  operations before income taxes     24,771     12,584        37,355

 Income tax expense (benefit)        (7,771)    20,576        12,805
                                 -----------------------------------

 Income from continuing
  operations before minority
  interest                           32,542     (7,992)       24,550

 Minority interest                      206                      206
                                 -----------------------------------

 Income from continuing
  operations                         32,336    $(7,992)   $   24,344
                                               =====================

 Discontinued operations, net of
  income taxes:
    Gain (loss) from
     discontinued operations            153
    Gain (loss) on disposal of
     discontinued operations             11
                                 ----------
 Total discontinued operations,
  net of income taxes                   164

                                 ----------

 Net income                      $   32,500
                                 ==========

 Earnings per share - basic:
   Income from continuing
    operations                   $     0.57               $     0.43
                                                          ==========
   Discontinued operations,
    net of income taxes                  --
                                 ----------
   Net income                    $     0.57
                                 ==========

 Earnings per share - diluted:
   Income from continuing
    operations                   $     0.56               $     0.42
                                                          ==========
   Discontinued operations,
    net of income taxes                  --
                                 ----------
     Net income                  $     0.56
                                 ==========

 Weighted average common shares
  outstanding:
   Basic                             56,488                   56,488
                                 ==========               ==========
   Diluted                           57,551      1,080        58,631
                                 ===================================

 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 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 September 30, 2008
     include:
      * A $0.9 million restructuring charge (pre-tax) consisting
        primarily of a $0.2 million charge related to the sale of
        certain assets in Colombia as well as $0.7 million of
        restructuring charges associated with the previously announced
        realignment of our European operations.
      * $4.6 million of non-cash amortization expense related to
        acquired intangible assets.
      * $1.6 million of non-cash stock based compensation expense.
      * $2.2 million tax impact of items described above.

 (3) Adjustments for the three months ended September 30, 2007
     include:
      * $3.8 million of non-cash amortization expense related to
        acquired intangible assets.
      * $1.6 million of non-cash stock based compensation expense.
      * $1.6 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.
      * $4.5 million tax impact of items described above, including
        $2.1 million tax benefit resulting from a reduction in the
        statutory tax rate in Germany.

 (4) Adjustments for the nine months ended September 30, 2008 include:
      * A $7.5 million restructuring charge (pre-tax) 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 of
        2008, and $1.0 million of other charges in connection with the
        previously announced realignment of our European operations.
      * $13.8 million of non-cash amortization expense related to
        acquired intangible assets.
      * $5.0 million of non-cash stock based compensation expense.
      * $7.9 million tax impact of items described above.

 (5) Adjustments for the nine months ended September 30, 2007 include:
      * $4.5 million of non-cash amortization expense related to
        acquired intangible assets.
      * $4.9 million of non-cash stock based compensation expense.
      * $3.6 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.
      * $20.6 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)

                                            Sept. 30,       Dec. 31,
                                           -----------    -----------
                                              2008           2007
                                           -----------    -----------
                                           (Unaudited)
 ASSETS
 Current Assets:
   Cash and cash equivalents               $   101,200    $   102,160
   Accounts receivable (less allowance
    for doubtful
    accounts of $12,875 in 2008 and
    $17,157 in 2007)                           544,491        754,238
   Inventories                                 312,869        474,951
   Other current assets                         66,236         69,261
                                           -----------    -----------
 Total current assets                        1,024,796      1,400,610

 Property and equipment, net                    56,652         55,732
 Goodwill                                      389,005        349,646
 Other intangibles, net                        118,619        135,431
 Other assets                                   36,749         30,942
                                           -----------    -----------

 Total assets                              $ 1,625,821    $ 1,972,361
                                           ===========    ===========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
   Accounts payable                        $   615,264    $   666,085
   Accrued expenses                            147,226        189,415
   Current portion of long-term debt             1,190         19,332
   Lines of credit and other
    short-term borrowings                           13             --
                                           -----------    -----------
 Total current liabilities                     763,693        874,832

 Long-term liabilities:
   Lines of credit, long-term                    1,502        208,399
   Long-term debt                              182,778        233,122
   Other long-term liabilities                  53,882         54,425
                                           -----------    -----------
 Total long-term liabilities                   238,162        495,946
                                           -----------    -----------
 Total liabilities                           1,001,855      1,370,778

 COMMITMENTS AND CONTINGENCIES

 Minority interest                                 326            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; 88,702
    issued in 2008 and 88,418 issued
    in 2007                                        887            884
   Additional paid-in-capital                  623,721        584,806
   Treasury stock, at cost, 7,063
    shares in 2008 and 6,930 shares
    in 2007                                    (59,983)       (58,695)
 Retained earnings                              33,389         29,467
 Accumulated other comprehensive income         25,626         44,303
                                           -----------    -----------
 Total shareholders' equity                    623,640        600,765
                                           -----------    -----------

 Total liabilities and 
  shareholders' equity                     $ 1,625,821    $ 1,972,361
                                           ===========    ===========


                           BRIGHTPOINT INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Amounts in thousands)
                             (Unaudited)
                                                   Nine months ended
                                                      September 30,
                                                  --------------------
                                                    2008        2007
                                                  ---------  ---------
 Operating activities
 Net income                                       $   3,923  $  32,500
 Adjustments to reconcile net income to 
  net cash provided by operating activities:
   Depreciation and amortization                     28,249     14,658
   Non-cash compensation                              4,991      4,485
   Restructuring charge                               7,483        166
   Change in deferred taxes                         (13,910)   (18,132)
   Minority interest                                    366         --
   Other non-cash                                      (910)     2,354
                                                  ---------  ---------
                                                     30,192     36,031
 Changes in operating assets and liabilities, 
  net of effects from acquisitions and 
  divestitures:
   Accounts receivable                              197,999    (10,841)
   Inventories                                      160,193    203,537
   Other operating assets                            (7,935)    (4,312)
   Accounts payable and accrued expenses            (67,563)  (124,864)
                                                  ---------  ---------
 Net cash provided by operating activities          312,886     99,551

 Investing activities
 Capital expenditures                               (16,064)   (16,172)
 Acquisitions, net of cash acquired                  (5,878)   (69,141)
 Decrease (increase) in other assets                    768     (5,391)
                                                  ---------  ---------
 Net cash used in investing activities              (21,174)   (90,704)

 Financing Activities
 Net (repayments on) proceeds from lines of 
  credit                                           (213,843)    37,832
 Repayments on debt assumed from Dangaard 
  Telecom                                                --   (284,557)
 Borrowings (repayments) on Global Term Loans       (67,076)   248,585
 Deferred financing costs paid                         (212)    (4,433)
 Purchase of treasury stock                          (1,288)      (400)
 Excess tax benefit from equity based 
  compensation                                          118        774
 Proceeds from common stock issuances under
  employee stock option plans                            39      1,903
                                                  ---------  ---------
 Net cash used in financing activities             (282,262)      (296)

 Effect of exchange rate changes on cash and
  cash equivalents                                  (10,410)     2,869
                                                  ---------  ---------
 Net (decrease) increase in cash and
  cash equivalents                                     (960)    11,420
 Cash and cash equivalents at beginning of 
  period                                            102,160     54,331
                                                  ---------  ---------
 Cash and cash equivalents at end of period       $ 101,200  $  65,751
                                                  =========  =========

 Supplemental Information
 (Amounts in thousands)

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

                                           Three Months Ended
                                  ------------------------------------
                                   Sept. 30,    Sept. 30,    June 30,
                                     2008         2007         2008
                                  ----------   ----------   ----------
 Net income (1)                   $    5,479   $   12,962   $   (2,331)
 Net interest expense (1)              4,470        5,877        6,901
 Income taxes (1)                      5,528        2,996       (4,955)
 Depreciation and                 
  amortization (1)                     8,914        7,412        9,828
                                  ----------   ----------   ----------
 EBITDA                           $   24,391   $   29,247   $    9,443
                                  ==========   ==========   ==========

 (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 September 30, 2008 and 2007, and 
  June 30, 2008 were as follows:                      
                                           Three Months Ended
                                  ------------------------------------
                                   Sept. 30,    Sept. 30,    June 30,
                                     2008         2007         2008
                                  ----------   ----------   ----------
 Days sales outstanding in        
  accounts receivable                     28           40           31
 Days inventory on-hand                   24           34           29
 Days payable outstanding                (42)         (42)         (45)
                                  ----------   ----------   ----------
     Cash Conversion Cycle Days           10           32           15
                                  ==========   ==========   ==========

  There can be no assurances that our cash conversion cycle will remain 
  as low in the future as in the third quarter of 2008. Increases in the
  cash conversion cycle would have the effect of consuming our cash, 
  potentially causing us to borrow from lenders to fund the related 
  increase in working capital. 

 Supplemental Information (continued)
 (Amounts in thousands)

 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 September 30, 2008 and 2007, and June 30,
  2008, was as follows:
                                          Three Months Ended
                                 ------------------------------------
                                  Sept. 30,    Sept.30,     June 30,
                                    2008         2007         2008
                                 ----------   ----------   ----------
 Operating income after taxes:
 Operating income from 
  continuing operations          $   17,925   $   22,413   $    9,366
 Plus: restructuring charge             901          166        2,969
 Less: estimated income taxes (1)    (9,082)      (4,180)      20,712
                                 ----------   ----------   ----------
    Operating income after 
     taxes                       $    9,744   $   18,399   $   33,047
                                 ==========   ==========   ==========
                                                              
 Invested Capital:                                            
 Debt                            $  185,483   $  377,290   $  243,787
 Shareholders' equity               623,640      599,878      674,933
                                 ----------   ----------   ----------
    Invested capital             $  809,123   $  977,168   $  918,720
                                 ==========   ==========   ==========
 Average invested capital (2)    $  863,922   $  650,514   $  967,736
 ROIC (3)                                 5%          11%          14%

                                                                   
                                     Trailing Four Quarters Ended
                                 ------------------------------------
                                  Sept. 30,    Sept. 30,    June 30
                                    2008         2007         2008
                                 ----------   ----------   ----------
 Operating income after taxes:
 Operating income from
   continuing operations         $   68,880   $   46,747   $   73,368
 Plus: restructuring charge          15,979          166       15,244
 Less: estimated income 
  taxes (1)                          (8,287)       9,075       (3,385)
                                 ----------   ----------   ----------
    Operating income after 
     taxes                       $   76,572   $   55,988   $   85,227
                                 ==========   ==========   ==========

 Invested Capital:
 Debt                            $  185,483   $  377,290   $  243,787
 Shareholders' equity               623,640      599,878      674,933
                                 ----------   ----------   ----------
    Invested capital             $  809,123   $  977,168   $  918,720
                                 ==========   ==========   ==========
 Average invested capital (2)    $  956,676   $  396,954   $  859,623
 ROIC (3)                                 8%          14%          10%


 (1) Estimated income taxes were calculated by multiplying the sum of
     operating income from continuing operations and the restructuring
     charge by the respective periods' effective tax rate. Income tax
     benefit for the three months ended June 30, 2008 includes 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 income tax benefit as well as low income before
     taxes results in a negative effective tax rate of 167.9% for the
     period, This negative effective tax rate causes estimated income
     taxes in our ROIC calculation to be a benefit for the three
     months ended June 30, 2008.

 (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 three months and trailing four
  quarters ended September 30, 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.

 Supplemental Information (continued)
 (Amounts in thousands)

 Return on Tangible Capital ("ROTC")

  Beginning in the third quarter of 2008, Management began using
  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 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, intangible assets, net
  of current liabilities excluding short term borrowings. The
  details of this measurement are outlined below.

                                           Three Months Ended
                                  ------------------------------------
                                   Sept. 30,    Sept. 30,    June 30,
                                     2008         2007         2008
                                  ----------   ----------   ----------
 Operating income before          
  amortization and                
  restructuring charges:          
 Operating income from            
  continuing operations           $   17,925   $   22,413   $    9,366
 Plus: amortization expense            4,647        3,892        4,819
 Plus: restructuring charge              901          166        2,969
                                  ----------   ----------   ----------
    Operating income before          
     amortization and                
     restructuring charges:       $   23,473   $   26,471   $   17,154
                                  ==========   ==========   ==========
                                  
 Tangible capital:                
 Net tangible assets              $1,016,997   $1,193,386   $1,162,676
                                  
 Net current liabilities          $  764,896   $  972,357   $  879,313
                                  ----------   ----------   ----------
                                  
 Net tangible capital             $  252,101   $  221,029   $  283,363
                                  ==========   ==========   ==========
 Average tangible capital (1)     $  294,146   $  399,462   $  411,919
 ROTC (2)                                 32%          27%          17%
                                  
                                  
                                           Trailing Four Quarters
                                  ------------------------------------
                                  Sept. 30,    Sept. 30,     June 30,
                                     2008         2007         2008
                                  ----------   ----------   ----------
 Operating income before          
  amortization and                
  restructuring charges:          
 Operating income from            
  continuing operations           $   68,880   $   46,747   $   73,368
 Plus: amortization expense           20,081        4,707       19,326
 Plus: restructuring charge           15,979          166       15,244
                                  ----------   ----------   ----------
    Operating income before          
     amortization and                
     restructuring charges:       $  104,940   $   51,620   $  107,938
                                  ==========   ==========   ==========
                                  
 Tangible capital:                
 Net tangible assets              $1,016,997   $1,193,386   $1,162,676
                                  
 Net current liabilities          $  764,896   $  972,357   $  879,313
                                  ----------   ----------   ----------
                                  
    Net tangible capital          $  252,101   $  221,029   $  283,363
                                  ==========   ==========   ==========
 Average tangible capital (1)     $  437,428   $  250,904   $  432,760
 ROTC (2)                                 24%          21%          25%

(1) Average invested 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 increased for the three months and trailing four quarters
  ended September 30, 2008 compared to the same period in the prior
  year primarily as a result of decreases in tangible capital
  employed.

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


            

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