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Form 10-K for BRIGHTPOINT INC


25-Feb-2009

Annual Report


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW AND RECENT DEVELOPMENTS
Brightpoint, Inc. is a global leader in the distribution of wireless devices and accessories and provision of customized logistic services to the wireless industry. We have operations centers and/or sales offices in various countries including Australia, Austria, Belgium, Colombia, Denmark, Finland, France, Germany, Guatemala, India, Italy, the Netherlands, New Zealand, Norway, Poland, Portugal, Russia, Singapore, Slovakia, South Africa, Spain, Sweden, Switzerland, Turkey, the United Arab Emirates and the United States. We provide customized integrated logistic services including procurement, inventory management, software loading, kitting and customized packaging, fulfillment, credit services and receivables management, call center and activation services, website hosting, e-fulfillment solutions and other services within the global wireless industry. Our customers include mobile network operators, mobile virtual network operators (MVNOs), resellers, retailers and wireless equipment manufacturers. We distribute wireless communication devices and we provide value-added distribution and logistic services for wireless products manufactured by companies such as High Tech Computer Corp., Kyocera, LG Electronics, Motorola, Nokia, Samsung, Siemens, Sony Ericsson and UTStarcom.
We measure our performance by focusing on certain key performance indicators such as the number of wireless devices handled, gross margin by service line, operating income, cash flow, cash conversion cycle, and liquidity. We also use return on invested capital (ROIC) and return on tangible capital (ROTC) to measure the effectiveness of the use of invested capital and tangible capital. We manage our business based on two distinct service lines which include product distribution and logistic services. During 2008, wireless devices sold through distribution declined by 2%, and wireless devices handled through logistic services increased by 3%. Our distribution gross margin increased by 0.1 percentage points to 4.4%, and our logistic services gross margin increased by 9.0 percentage points to 37.9%. We are focused on increasing the total volume of wireless devices handled as opposed to increasing volume in one specific service line as we believe that both service lines provide a reasonable return in relation to the capital invested and the risk assumed.
The total number of wireless devices handled by us grew by 1% from 2007. Revenues grew by 10% to $4.6 billion. The increases in wireless devices handled and revenues were primarily due to the impact of the Dangaard Telecom acquisition in July 2007 and the CellStar acquisition in March 2007. Excluding these acquisitions, revenue decreased 22%, primarily due to a decrease in wireless devices handled and average selling price brought on by a global economic slowdown in the second half of 2008. Wireless devices handled also decreased due to the sale of certain assets in Colombia in the first quarter of 2008. Loss from continuing operations was $333.4 million, or $4.26 per diluted share. As a result of our 2008 annual impairment analysis, we determined that the goodwill allocated to our Europe, Middle East, and Africa (EMEA) reporting unit was impaired, which resulted in an impairment charge of $325.9 million. The impairment charge was approved by our Board of Directors in February 2009. Net loss was $342.1 million, or $4.37 per diluted share in 2008. Significant developments and events in 2008 include:
• Debt Reduction. For 2008, cash flows from operations increased $199.1 million to $272.8 million. We used cash flows from operations as well as cash on hand to pay down debt by $279.5 million during 2008. As of December 31, 2008, we had total liquidity (unrestricted cash and unused borrowing availability) of $401.2 million compared to $232.0 million at December 31, 2007. Total debt outstanding was $176.4 million at December 31, 2008.

• Goodwill Impairment Charge. 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. The impairment charge was approved by our Board of Directors in February 2009. The goodwill allocated to the EMEA reporting unit is primarily related to the July 2007 acquisition of Dangaard Telecom. The impairment charge resulted from factors driven 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) current cash flow forecasts for the EMEA markets in which we operate. The impairment will not result in any current or future cash expenditures.

• Realignment of European Operations. On June 30, 2008 we announced that as part of the natural progression of the Dangaard integration process, we were realigning our European operations in an effort to streamline our business processes and optimize our business model. We believe that these efforts, and the resultant cost reductions and operational efficiencies, will help produce additional synergies for us. We incurred restructuring costs of $9.9 million for the year ended December 31, 2008 related to these initiatives, which are included as "restructuring charge" in the Consolidated Statement of Operations.

• 2009 Spending and Debt Reduction Plan. In February 2009, we announced a plan to reduce spending in 2009 by $40 to $45 million and to reduce average daily debt by approximately $100 million to $150 million in 2009 (the 2009 Spending and Debt Reduction Plan). The highlights of this plan are:

• Eliminate 2009 Senior Executive Officers' Cash Bonuses - Brightpoint senior executive officers have voluntarily elected to waive their 2009 cash incentive compensation opportunities.

• Reduce Staff Bonuses - Cash incentive compensation opportunities for non-executives will be suspended for the first half of 2009.

• Freeze Base Pay - Employees' base salary will be frozen except adjustments required by law or other special circumstances.

• Impose General Hiring Freeze -the Company has implemented a general hiring freeze.

• Reduce Global Workforce - the Company will reduce its global workforce by at least 220 positions, or approximately 7%. This is in addition to the approximate 10% reduction in workforce announced in June 2008.

• Debt reduction - the Company expects to reduce average daily debt outstanding by $100 million to $150 million in 2009 through improvements in working capital. Working capital improvements will come through reducing aged inventory and receivables, renegotiating customer and vendor terms, and renegotiating of under-performing programs/channels or terminating those programs if satisfactory returns are not met.

In 2008, we reclassified our operating entities in South Africa and the United Arab Emirates into the Europe reporting segment from the Asia-Pacific reporting segment. The Europe reporting segment has been renamed the Europe, Middle East and Africa reporting segment (EMEA). We also reclassified the financial information related to the global IT support cost center from the Asia-Pacific region to the Corporate section. Segment information as of and for the years ended December 31, 2007 and 2006 has been reclassified to conform to the 2008 presentation.
The consolidated statements of operations reflect the reclassification of the results of operations of our locally branded PC notebook business in Slovakia to discontinued operations for all periods presented in accordance with U.S. generally accepted accounting principles. This business was previously reported in our EMEA reporting segment.


2008 RESULTS OF OPERATIONS
Revenue and units handled by division and service line

                                               Year Ended December 31,
                                                   % of                      % of
                                      2008         Total        2007         Total     Change

                                                     (Amounts in 000s)

      Distribution revenue

      Americas                    $   705,229        17 %   $   960,405        25 %     (27 %)
      Asia-Pacific                  1,143,293        27 %     1,495,234        38 %     (24 %)
      EMEA                          2,363,289        56 %     1,422,464        37 %      66 %

      Total                       $ 4,211,811       100 %   $ 3,878,103       100 %       9 %


      Logistic services revenue

      Americas                    $   184,188        43 %   $   195,028        55 %      (6 %)
      Asia-Pacific                     47,924        11 %        36,030        10 %      33 %
      EMEA                            196,555        46 %       127,122        35 %      55 %

      Total                       $   428,667       100 %   $   358,180       100 %      20 %


      Total revenue

      Americas                    $   889,417        19 %   $ 1,155,433        27 %     (23 %)
      Asia-Pacific                  1,191,217        26 %     1,531,264        36 %     (22 %)
      EMEA                          2,559,844        55 %     1,549,586        37 %      65 %

      Total                       $ 4,640,478       100 %   $ 4,236,283       100 %      10 %




                                                               Year Ended
                                                              December 31,
                                                           % of                             % of
                                          2008            Total             2007            Total         Change

                                                             (Amounts in 000s)


Wireless devices sold through
distribution

Americas                                  5,397              21 %           7,117             28 %          (24 %)
Asia-Pacific                             10,185              40 %          13,065             51 %          (22 %)
EMEA                                      9,711              39 %           5,553             21 %           75 %

Total                                    25,293             100 %          25,735            100 %           (2 %)


Wireless devices handled through
logistic services

Americas                                 51,577              88 %          52,492             92 %           (2 %)
Asia-Pacific                              2,014               3 %           1,756              3 %           15 %
EMEA                                      5,126               9 %           2,959              5 %           73 %

Total                                    58,717             100 %          57,207            100 %            3 %


Total wireless devices handled

Americas                                 56,974              68 %          59,609             72 %           (4 %)
Asia-Pacific                             12,199              14 %          14,821             18 %          (18 %)
EMEA                                     14,837              18 %           8,512             10 %           74 %

Total                                    84,010             100 %          82,942            100 %            1 %

The following table presents the percentage changes in revenue for the year ended December 31, 2008 by service line compared to the prior year, including the impact to revenue from changes in wireless devices handled, average selling price, foreign currency, and acquisitions.


                                                                2008 Percentage Change in Revenue vs. 2007
                                                                 Non-                                                                   Total
                            Wireless          Average           handset                                                               Percentage
                             devices          Selling            based           Foreign                                              Change in
                           handled (1)       Price (2)        revenue (3)        Currency       Subtotal (4)       Acquisitions        Revenue
Distribution                    (19 %)            (6 %)                1 %           (1 %)           (25 %)               34 %               9 %
Logistic services                 0 %             (4 %)                8 %            3 %              7 %                13 %              20 %
Total                           (17 %)            (6 %)                2 %           (1 %)           (22 %)               32 %              10 %

(1) Handset-based volume represents the percentage change in revenue due to the change in quantity of wireless devices sold through our distribution business and the change in quantity of wireless devices handled through our logistic services business.

(2) Average selling price represents the percentage change in revenue due to the change in the average selling price of wireless devices sold through our distribution business and the change in the average fee per wireless device handled through our logistic services business.

(3) Non-handset distribution revenue represents the percentage change in revenue from accessories sold, freight and non-voice navigation devices sold through our distribution business. Non-handset based logistic services revenue represents the percentage change in revenue from the sale of prepaid airtime, freight billed, and fee based services other than fees earned from wireless devices handled. Changes in non-handset based revenue does not include changes in reported wireless devices.

(4) The subtotal represents the percent change in distribution revenue and logistic services revenue excluding the impact of the acquisitions of the North America and Latin America operations of CellStar on March 31, 2007 and of Dangaard Telecom on July 31, 2007.

Revenue and wireless devices handled by division:

Americas
(Amounts in 000s)

                                              Year Ended December 31,
                                                % of                       % of
                                   2008        Total         2007         Total       Change


    REVENUE:
    Distribution                 $ 705,229         79 %   $   960,405         83 %        (27 %)
    Logistic services              184,188         21 %       195,028         17 %         (6 %)

    Total                        $ 889,417        100 %   $ 1,155,433        100 %        (23 %)


    WIRELESS DEVICES HANDLED :
    Distribution                     5,397          9 %         7,117         12 %        (24 %)
    Logistic services               51,577         91 %        52,492         88 %         (2 %)

    Total                           56,974        100 %        59,609        100 %         (4 %)

The following table presents the percentage changes in revenue for our Americas division by service line for the year ended December 31, 2008 compared to the prior year, including the impact to revenue from changes in wireless devices handled, average selling price, foreign currency, and the CellStar acquisition.

                                          2008 Percentage Change in Revenue vs. 2007
                                               Non-
                     Wireless     Average     handset
                     devices      Selling      based      Foreign                    CellStar
                     handled       Price      revenue     Currency     Subtotal     Acquisition     Total
Distribution            (42 %)        5 %        (2 %)          0 %       (39 %)           12 %      (27 %)
Logistic services        (1 %)       (3 %)       (2 %)          0 %        (6 %)            0 %       (6 %)
Total                   (35 %)        4 %        (2 %)          0 %       (33 %)           10 %      (23 %)

The decrease in distribution handset based volume for the year ended December 31, 2008 was primarily due to weaker market conditions in North America compared to the prior year as well as the loss of key customers including Dobson Communications, Suncom, and Rural Cellular Corporation as a result of industry consolidation.


The decrease in wireless devices handled through logistic services for the year ended December 31, 2008 was primarily due to lower volumes resulting from current economic conditions as well as by the sale of certain assets in Colombia, which resulted in approximately 3.6 million fewer wireless devices handled compared to the prior year. This decrease was partially offset by a full year of operations for the T-Mobile logistic services business which was launched during the second quarter of 2007. The decrease in average fulfillment fee per unit was primarily driven by the successful launch of the T-Mobile logistic services business.

Asia-Pacific
(Amounts in 000s)

                                              Year Ended December 31,
                                                  % of          % of
                                   2008         Total          2007          Total       Change

   REVENUE:
   Distribution                 $ 1,143,293         96 %    $ 1,495,234        98 %       (24 %)
   Logistic services                 47,924          4 %         36,030         2 %        33 %

   Total                        $ 1,191,217        100 %    $ 1,531,264       100 %       (22 %)


   WIRELESS DEVICES HANDLED :
   Distribution                      10,185         83 %         13,065        88 %       (22 %)
   Logistic services                  2,014         17 %          1,756        12 %           15 %

   Total                             12,199        100 %         14,821       100 %       (18 %)

The following table presents the percentage changes in revenue for our Asia-Pacific division by service line for the year ended December 31, 2008 compared to the prior year, including the impact to revenue from changes in wireless devices handled, average selling price, and foreign currency.

                                      2008 Percentage Change in Revenue vs. 2007
                                                            Non-
                              Wireless       Average       handset
                              devices        Selling        based      Foreign
                              handled         Price        revenue     Currency     Total

        Distribution             (21 %)         (2 %)          0 %         (1 %)     (24 %)
        Logistic services          4 %           6 %          23 %          0 %       33 %
        Total                    (20 %)         (2 %)          1 %         (1 %)     (22 %)

The decrease in wireless devices sold in our Asia-Pacific division for the year ended December 31, 2008 was driven by fewer devices sold in India due to lower availability of high demand products compared to prior year as well as fewer devices sold by our Singapore business. In the second half of the year, a strengthening of the US Dollar against other currencies allowed traders from other regions to sell wireless devices into the markets served by our Singapore business (primarily the Middle East) at prices lower than those available to us. The decrease in average selling price for the year ended December 31, 2008 was driven by our Singapore business as a result of a shift in mix to lower priced handsets due to a shift in market demand as well as lower availability of higher priced devices. This decrease in average selling price in Singapore was partially offset by an increase in average selling price in our Australia business due to a higher mix of converged devices sold compared to the prior year.
The increase in wireless devices handled through logistic services for the year ended December 31, 2008 was primarily due to an increase in wireless devices handled for our largest customer in Australia. The increase in average fulfillment fee per unit was due primarily to a favorable mix of wireless devices handled. The increase in non-handset based logistic services revenue was primarily due to an increase in revenue from repair services in India compared to prior year as well as an increase in revenue from non-handset based logistic services in our New Zealand operation.


EMEA
(Amounts in 000s)

                                               Year Ended December 31,
                                                   % of                      % of
                                      2008         Total        2007         Total     Change

     REVENUE:
     Distribution                 $ 2,363,289        92 %   $ 1,422,464        92 %       66 %
     Logistic services                196,555         8 %       127,122         8 %       55 %

     Total                        $ 2,559,844       100 %   $ 1,549,586       100 %       65 %


     WIRELESS DEVICES HANDLED :
     Distribution                       9,711        65 %         5,553        65 %       75 %
     Logistic services                  5,126        35 %         2,959        35 %       73 %

     Total                             14,837       100 %         8,512       100 %       74 %

The following table presents the percentage changes in revenue for the year ended December 31, 2008 by service line for our EMEA division compared to the prior year, including the impact to revenue from changes in wireless devices handled, average selling price, foreign currency, and the Dangaard Telecom acquisition.

                                                                                         2008 Percentage Change in Revenue vs. 2007
                                  Wireless devices         Average Selling          Non-handset based                                                     Dangaard Telecom
                                       handled                  Price                    revenue               Foreign Currency          Subtotal           Acquisition            Total

Distribution                                (1 %)                  (19 %)                       3 %                    (3 %)                (20 %)                  86 %             66 %
Logistic services                           (1 %)                   (8 %)                      20 %                     7 %                  18 %                   37 %             55 %
Total                                       (1 %)                  (18 %)                       5 %                    (3 %)                (17 %)                  82 %             65 %

The increase in distribution revenue for the year ended December 31, 2008 was due to the July 2007 acquisition of Dangaard Telecom. Excluding the Dangaard Telecom operations, distribution revenue in our Europe division was estimated to have decreased 20% when assuming that revenue from legacy Brightpoint operations in overlapping countries (Germany, Norway, and Sweden) remained constant from the year ended December 31, 2007. The decrease in average selling price was due to a shift in demand to lower priced handsets in Europe compared to the prior year.
The increase in logistic services revenue for the year ended December 31, 2008 was primarily due to the acquisition of Dangaard Telecom. In order to conform to Brightpoint accounting policies and US GAAP, Dangaard Telecom changed its revenue recognition for arrangements where Dangaard Telecom serves as the "agent" in the transaction. The revenue from these arrangements is included in logistic services revenue. Excluding the Dangaard Telecom operations, logistic services revenue in our Europe division increased 18% due to an increase in revenue from the sale of prepaid airtime in Sweden as well as an increase in revenue from non-handset based logistic services agreements from the re-launch of our Middle East based business in which we resumed operations in August 2007.

Gross Profit and Gross Margin

                                               Year Ended
                                              December 31,
                                             % of                     % of
                                2008        Total        2007        Total      Change

                                            (Amounts in 000s)
          Distribution        $ 184,336         53 %   $ 166,036         62 %        11 %
          Logistic services     162,387         47 %     103,338         38 %        57 %

          Gross profit        $ 346,723        100 %   $ 269,374        100 %        29 %


          Distribution              4.4 %                    4.3 %      0.1 %  points
          Logistic services        37.9 %                   28.9 %      9.0 %  points
          Gross margin              7.5 %                    6.4 %      1.1 %  points


The 1.1 percentage point increase in gross margin for the year ended December 31, 2008 was driven by both a 0.1 percentage point increase in gross margin from our distribution business and a 9.0 percentage point increase in gross margin from our logistic services business. The increases in gross profit and gross margin from logistic services were driven by incremental logistic services gross profit and gross margin from the Dangaard Telecom operations as well the impact of conforming Dangaard Telecom to Brightpoint accounting policies. In addition, gross margin from logistic services was positively impacted by an improved cost structure resulting from the impact of spending reductions in our North America operations. The increases in distribution gross profit and gross margin were primarily driven by a shift in mix toward higher margin distribution business in Europe resulting from the acquisition of Dangaard Telecom.
Selling General and Administrative (SG&A) Expenses

                                          Year Ended
                                         December 31,
                                      2008          2007             Change

                                       (Amounts in 000s)
              SG&A expenses        $ 266,201     $ 184,979       (44 %)
              Percent of revenue         5.7 %         4.4 %     1.3 %     points

The increase in SG&A expenses for the year ended December 31, 2008 compared to . . .

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