UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: March 31, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from:_______________________to________________________
Commission file number: 0-23494
BRIGHTPOINT, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-1778566
-------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
501 Airtech Parkway, Plainfield, Indiana 46168
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(317) 707-2355
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
Number of shares of the registrant's common stock outstanding at April 19, 2004:
19,298,510 shares
BRIGHTPOINT, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1
Consolidated Statements of Operations
Three Months Ended March 31, 2004 and 2003........................ 3
Consolidated Balance Sheets
March 31, 2004 and December 31, 2003.............................. 4
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2004 and 2003........................ 5
Notes to Consolidated Financial Statements.............................. 6
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations..................... 18
ITEM 3
Quantitative and Qualitative Disclosures About Market Risk.............. 34
ITEM 4
Controls and Procedures................................................. 35
PART II. OTHER INFORMATION
ITEM 1
Legal Proceedings...................................................... 36
ITEM 5
Other Information...................................................... 37
ITEM 6
Exhibits............................................................... 37
Reports on Form 8-K.................................................... 37
Signatures............................................................. 38
BRIGHTPOINT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED MARCH 31,
----------------------------
2004 2003
--------- ---------
Revenue
Product distribution revenue $ 377,942 $ 280,532
Integrated logistics services revenue 63,366 51,627
--------- ---------
Total revenue 441,308 332,159
Cost of revenue
Cost of product distribution revenue 364,708 273,024
Cost of integrated logistics services revenue 51,242 40,672
--------- ---------
Total cost of revenue 415,950 313,696
Gross profit 25,358 18,463
Selling, general and administrative expenses 20,057 15,396
Facility consolidation charge - 4,280
--------- ---------
Operating income (loss) from continuing operations 5,301 (1,213)
Net interest expense 268 393
Loss on extinguishment of debt - 265
Net other expenses 569 825
--------- ---------
Income (loss) from continuing operations before income taxes 4,464 (2,696)
Income tax expense (benefit) 1,205 (716)
--------- ---------
Income (loss) from continuing operations 3,259 (1,980)
Discontinued operations:
Loss from discontinued operations (341) (553)
Loss on disposal of discontinued operations (4,234) (315)
--------- ---------
Total discontinued operations (4,575) (868)
--------- ---------
Net loss $ (1,316) $ (2,848)
========= =========
Basic per share:
Income (loss) from continuing operations $ 0.17 $ (0.11)
Discontinued operations (0.24) (0.05)
--------- ---------
Net loss $ (0.07) $ (0.16)
========= =========
Diluted per share:
Income (loss) from continuing operations $ 0.16 $ (0.11)
Discontinued operations (0.23) (0.05)
--------- ---------
Net loss $ (0.07) $ (0.16)
========= =========
Weighted average common shares outstanding:
Basic 19,270 18,051
========= =========
Diluted 19,940 18,051
========= =========
See accompanying notes.
3
BRIGHTPOINT, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)
MARCH 31, 2004 December 31, 2003
-------------- -----------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 85,454 $ 98,879
Pledged cash 16,504 22,042
Accounts receivable (less allowance for doubtful
accounts of $7,825 in 2004 and $7,683 in 2003) 107,310 132,944
Inventories 98,410 108,665
Contract financing receivable 11,274 10,838
Other current assets 11,141 13,083
--------- ---------
Total current assets 330,093 386,451
Property and equipment, net 28,646 29,566
Goodwill and other intangibles, net 19,015 19,340
Other assets 9,493 9,333
--------- ---------
Total assets $ 387,247 $ 444,690
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 168,968 $ 204,242
Accrued expenses 50,756 60,960
Unfunded portion of contract financing receivable 19,059 15,697
Lines of credit - 16,207
--------- ---------
Total current liabilities 238,783 297,106
--------- ---------
COMMITMENTS AND CONTINGENCIES
Stockholders' 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; 19,299 and 19,262 issued and
outstanding in 2004 and 2003, respectively 193 193
Additional paid-in capital 227,647 227,338
Retained earnings (deficit) (79,054) (77,738)
Accumulated other comprehensive loss (322) (2,209)
--------- ---------
Total stockholders' equity 148,464 147,584
--------- ---------
Total liabilities and stockholders' equity $ 387,247 $ 444,690
========= =========
See accompanying notes.
4
BRIGHTPOINT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
--------------------
2004 2003
-------- --------
OPERATING ACTIVITIES
Net loss $ (1,316) $ (2,848)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,661 3,420
Discontinued operations 4,575 868
Net cash used by discontinued operations (1,401) (394)
Pledged cash requirements-operating 538 402
Facility consolidation charge - 4,280
Gain on debt extinguishment - 265
Changes in operating assets and
liabilities, net of effects from acquisitions and
divestitures:
Accounts receivable, net 15,077 15,322
Inventories, net 9,341 (2,119)
Other operating assets 1,034 622
Accounts payable (26,166) 737
Accrued expenses (8,173) (5,587)
-------- --------
Net cash provided by (used in) operating activities (3,830) 14,968
INVESTING ACTIVITIES
Decrease in funded contract financing receivables 2,868 1,582
Capital expenditures (2,169) (1,291)
Proceeds from Ireland sale 1,714 -
Decrease (increase) in other assets (374) 195
Purchase acquisitions, net of cash acquired (213) (735)
-------- --------
Net cash provided by (used in) investing activities 1,826 (249)
FINANCING ACTIVITIES
Net payments on credit facilities (16,484) (2,386)
Pledged cash requirements-financing 5,000 -
Proceeds from common stock issuances under employee stock
option and purchase plans 308 17
Repurchase of convertible notes - (11,980)
-------- --------
Net cash used in financing activities (11,176) (14,349)
Effect of exchange rate changes on cash and cash equivalents (245) 474
-------- --------
Net increase (decrease) in cash and cash equivalents (13,425) 844
Cash and cash equivalents at beginning of period 98,879 43,798
-------- --------
Cash and cash equivalents at end of period $ 85,454 $ 44,642
======== ========
See accompanying notes.
5
PART I FINANCIAL INFORMATION
BRIGHTPOINT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)
1. Basis of Presentation
GENERAL
The accompanying unaudited Consolidated Financial Statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. The preparation of financial statements requires
management to make estimates and assumptions that affect amounts reported in the
financial statements and accompanying notes. Actual results are likely to differ
from those estimates, but management does not believe such differences will
materially affect Brightpoint, Inc.'s (the "Company") financial position or
results of operations. The Consolidated Financial Statements reflect all
adjustments considered, in the opinion of the Company, necessary to fairly
present the results for the periods. Such adjustments are of a normal recurring
nature.
The Consolidated Financial Statements include the accounts of the Company and
its subsidiaries, all of which are wholly-owned, with the exception of the
Brightpoint India Limited subsidiary that is 85% owned by the Company.
Significant intercompany accounts and transactions have been eliminated in
consolidation. Certain amounts in the 2003 Consolidated Financial Statements
have been reclassified to conform to the 2004 presentation.
The Consolidated Balance Sheet at December 31, 2003 has been derived from the
audited Consolidated Financial Statements at that date, but does not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. The unaudited
Consolidated Statements of Operations for the three months ended March 31, 2004
and the unaudited Consolidated Statement of Cash Flows for the three months
ended March 31, 2004 are not necessarily indicative of the operating results or
cash flows that may be expected for the entire year.
On February 19, 2004, the Company's subsidiary, Brightpoint Holdings B.V.,
completed the sale of its 100% interest in Brightpoint (Ireland) Limited
("Brightpoint Ireland") to Celtic Telecom Consultants Ltd. Brightpoint Ireland
was part of the Company's Europe division. The Consolidated Financial Statements
includes Brightpoint Ireland's results in discontinued operations for all
periods presented.
Due to seasonal factors, the Company's interim results may not be indicative of
annual results.
The Company has not changed its significant accounting policies from those
disclosed in its Form 10-K for the year ended December 31, 2003. For further
information, reference is made to the audited
6
PART I FINANCIAL INFORMATION
Consolidated Financial Statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2003.
GROSS PROFIT ACCOUNTING POLICY
The Company determines its gross profit as the difference between net revenue
and cost of revenue. Cost of revenue includes the direct product costs, freight,
direct and indirect labor, facilities, equipment and related costs, including
depreciation, information systems and related maintenance and depreciation, and
other indirect costs associated with products sold and services provided.
NET LOSS PER SHARE
Basic net loss per share is based on the weighted average number of common
shares outstanding during each period, and diluted net loss per share is based
on the weighted average number of common shares and dilutive common share
equivalents outstanding during each period. The table below presents a
reconciliation of the earnings per share calculations (in thousands, except per
share data):
THREE MONTHS ENDED
MARCH 31,
----------------------
2004 2003
-------- ----------
Income (loss) from continuing operations $ 3,259 $ (1,980)
Discontinued operations (4,575) (868)
-------- ----------
Net loss $ (1,316) $ (2,848)
======== ==========
Basic:
Weighted average shares outstanding 19,270 18,051
======== ==========
Per share amount:
Income (loss) from continuing operations $ 0.17 $ (0.11)
Discontinued operations (0.24) (0.05)
-------- ----------
Net loss $ (0.07) $ (0.16)
======== ==========
Diluted:
Weighted average shares outstanding 19,270 18,051
Net effect of dilutive stock options - based on the treasury
stock method using average market price 670 -
-------- ----------
Total weighted average shares outstanding 19,940 18,051
======== ==========
Per share amount:
Income (loss) from continuing operations $ 0.16 $ (0.11)
Discontinued operations (0.23) (0.05)
-------- ----------
Net loss $ (0.07) $ (0.16)
======== ==========
7
PART I FINANCIAL INFORMATION
STOCK OPTIONS
The Company uses the intrinsic value method, as opposed to the fair value
method, in accounting for stock options. Under the intrinsic value method, no
material compensation expense has been recognized for stock options granted to
employees or stock sold pursuant to the employee stock purchase plan ("ESPP").
The table below presents a reconciliation of the Company's pro forma net loss
giving effect to the estimated compensation expense related to stock options and
the ESPP that would have been reported if the Company utilized the fair value
method (in thousands, except per share data):
THREE MONTHS ENDED
MARCH 31,
2004 2003
--------- ---------
Net loss as reported $ (1,316) $ (2,848)
Stock-based employee compensation cost, net of related tax effects,
that would have been included in the determination of net loss if the
fair value method had been applied (462) (267)
--------- ---------
Pro forma net loss $ (1,778) $ (3,115)
========= =========
Basic per share:
Net loss $ (0.07) $ (0.16)
Stock-based employee compensation cost, net of related tax effects,
that would have been included in the determination of net loss if
the fair value method had been applied (0.02) (0.01)
--------- ---------
Pro forma net loss $ (0.09) $ (0.17)
========= =========
Diluted per share:
Net loss $ (0.07) $ (0.16)
Stock-based employee compensation cost, net of related tax effects,
that would have been included in the determination of net loss if
the fair value method had been applied (0.02) (0.01)
--------- ---------
Pro forma net loss $ (0.09) $ (0.17)
========= =========
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is comprised of net loss and gains or losses
resulting from currency translations of foreign investments. The details of
comprehensive income (loss) for the three months ended March 31, 2004 and 2003
are as follows:
THREE MONTHS ENDED
MARCH 31,
2004 2003
------- -------
Net loss $(1,316) $(2,848)
Foreign currency translation amounts 1,887 1,917
------- -------
Comprehensive income (loss) $ 571 $ (931)
======= =======
8
PART I FINANCIAL INFORMATION
2. Facility Consolidation Charge
During 2003, the Company consolidated its Richmond, California, call center
operation into its Plainfield, Indiana, facility to reduce costs and increase
productivity and profitability in its Americas division. During the first
quarter of 2003, the Company recorded a pre-tax charge of $4.3. For the year of
2003, the total pre-tax charge of $5.5 million which included approximately $3.8
million for the present value of estimated lease costs, net of an anticipated
sublease, non-cash losses on the disposal of assets of approximately $1.1
million and severance and other costs of approximately $600 thousand. During
2003, $2.1 million of this charge was used. If the Company is unsuccessful in
terminating the lease, finding a sub-lessee or if the terms of any sublease are
less than the revised estimate, the Company may incur additional expenses.
Reserve activity for the facility consolidation as of March 31, 2004 is as
follows (in thousands):
Lease Employee
Termination Fixed Termination Other Exit
Costs Assets Costs Costs Total
----- ------ ----- ----- -----
December 31, 2003 $ 3,379 $ - $ - $ 9 $ 3,388
Provisions - - - - -
Cash usage (244) - - (9) (253)
Non-cash usage - - - - -
------- ------------ ------------ ------- -------
MARCH 31, 2004 $ 3,135 $ - $ - $ - $ 3,135
======= ============ ============ ======= =======
3. Discontinued Operations
Details of discontinued operations are as follows (in thousands):
THREE MONTHS ENDED MARCH 31
---------------------------
2004 2003
------- -------
Revenue $ 4,037 $ 8,031
======= =======
Loss from discontinued operations
Net operating loss $ (335) $ (394)
Restructuring plan charges (54) 75
Other 48 (233)
------- -------
Total loss from discontinued operations (341) (553)
------- -------
Loss on disposal of discontinued operations
Restructuring plan charges (451) (258)
Other (26) (58)
Sale of Ireland (3,757) -
------- -------
Total loss on disposal of discontinued operations (4,234) (315)
------- -------
Total discontinued operations $(4,575) $ (868)
======= =======
9
PART I FINANCIAL INFORMATION
Net assets, including reserves, related to discontinued operations are
classified in the Consolidated Balance Sheets as follows (in thousands):
MARCH 31, 2004 December 31, 2003
-------------- -----------------
Total current assets $ 437 $ 857
Other non-current assets 125 127
------ ------
Total assets $ 562 $ 984
====== ======
Accounts payable $ 96 $ 57
Accrued expenses and other liabilities 2,552 2,760
------ ------
Total liabilities $2,648 $2,817
====== ======
2001 Restructuring Plan
During 2001, the Company's Board of Directors approved a restructuring plan
("2001 Restructuring Plan") that the Company began to implement in the fourth
quarter of 2001. The primary goal in adopting the 2001 Restructuring Plan was to
better position the Company for long-term and more consistent success by
improving its cost structure and divesting or closing operations in which the
Company believed potential returns were not likely to generate an acceptable
return on invested capital, therefore, certain operations were sold or otherwise
discontinued pursuant to the 2001 Restructuring Plan. In total, the 2001
Restructuring Plan resulted in a headcount reduction of approximately 350
employees across most areas of the Company, including marketing, operations,
finance and administration.
2001 Restructuring Plan specific to the China operations
Additionally, pursuant to the 2001 Restructuring Plan, the Company completed in
January 2002, through certain of its subsidiaries, the formation of a joint
venture with Hong Kong-based Chinatron Group Holdings Limited ("Chinatron").
Chinatron is involved in the global wireless industry. In exchange for a 50%
interest in Brightpoint China Limited pursuant to the formation of the joint
venture, the Company received Chinatron Class B Preference Shares with a face
value of $10 million. On April 29, 2002, the Company announced that it had
completed the sale of its remaining 50% interest in Brightpoint China Limited to
Chinatron. Pursuant to this transaction, the Company received additional
Chinatron Class B Preference Shares with a face value of $11 million. In
accordance with SFAS 115, Accounting for Certain Investments in Debt and Equity
Securities, the Company designated the Chinatron Class B Preference Shares as
held-to-maturity. The carrying value was $2 million at March 31, 2004 and
December 31, 2003. Pursuant to these transactions, Chinatron and the Company
entered into a services agreement, whereby Chinatron provides warehouse
management services in Hong Kong supporting the Company's Brightpoint Asia
Limited operations managed by Persequor Limited.
10
PART I FINANCIAL INFORMATION
As of December 31, 2003, actions called for by the 2001 Restructuring Plan were
substantially complete, however, the Company expects to continue to record
adjustments through discontinued operations as necessary. The Company recorded
losses related to the 2001 Restructuring Plan as presented below (in thousands):
MARCH 31,
--------------
2004 2003
--------------
Cash charges (credits):
Employee termination costs $ - $ (20)
Other exit costs 75 (66)
--------------
Total cash charges (credits) 75 (86)
--------------
Non-cash charges (credits):
Impairment of accounts receivable and inventories - 5
Impairment of fixed and other assets 313 13
Income tax effect of restructuring actions (21) -
Write-off of cumulative foreign currency translation adjustments 138 241
--------------
Total non-cash charges (credits) 430 259
--------------
Total restructuring plan charges $ 505 $ 173
==============
Utilization of the 2001 Restructuring Plan charges discussed above is as follows
(in thousands):
Lease Employee
Termination Termination Other Exit
Costs Costs Costs Total
----- ----- ----- -----
January 1, 2001 $ - $ - $ - $ -
Provisions (1) 314 619 1,810 2,743
------- ------- ------- -------
December 31, 2001 314 619 1,810 2,743
Provisions (1) 348 502 1,199 2,049
Cash usage (457) (1,096) (2,093) (3,646)
Non-cash usage - - (189) (190)
------- ------- ------- -------
December 31, 2002 $ 205 $ 25 $ 727 $ 957
Provisions (1) 6 - 41 47
Cash usage (201) (25) (214) (440)
Non-cash usage - - (145) (145)
------- ------- ------- -------
December 31, 2003 $ 10 $ - $ 409 $ 419
------- ------- ------- -------
PROVISIONS (1) - - - -
CASH USAGE - - 6 6
NON-CASH USAGE - - 40 40
------- ------- ------- -------
MARCH 31, 2004 $ 10 $ - $ 363 $ 373
======= ======= ======= =======
(1) Provisions do not include items that were directly expensed in the period.
11
PART I FINANCIAL INFORMATION
4. Divestiture
On February 19, 2004, the Company's subsidiary, Brightpoint Holdings B.V.,
completed the sale of its 100% interest in Brightpoint Ireland to Celtic Telecom
Consultants Ltd. Consideration for the sale consisted of cash of approximately
$1.7 million. The Company recorded a $3.8 million loss from the sale and a $310
thousand loss from Brightpoint Ireland's results of operations during the first
quarter of 2004. The loss includes the non-cash write-off of approximately $1.6
million pertaining to cumulative currency translation adjustments. Brightpoint
Ireland was a part of the Company's Europe division. The Consolidated Financial
Statements includes Brightpoint Ireland's results in discontinued operations for
all periods presented.
5. Accounts Receivable Transfers
During the quarters ended March 31, 2004 and 2003, the Company entered into
certain transactions or agreements with banks and other third-party financing
organizations in Norway, Sweden, and France with respect to the sale of a
portion of its accounts receivable in order to reduce the amount of working
capital required to fund such receivables. During the quarter ended March 31,
2003, the Company also entered into certain transactions or agreements with
banks and other third-party financing organizations in Ireland with respect to
the sale of a portion of its accounts receivable. These transactions have been
treated as sales pursuant to current accounting principles generally accepted in
the United States and, accordingly, are accounted for as off-balance sheet
arrangements.
Net funds received from the sales of accounts receivable for continuing
operations during the quarter ended March 31, 2004 and 2003 totaled $91 million
and $54 million, respectively. Fees, in the form of discounts, incurred in
connection with these sales totaled $311 thousand and $337 thousand during the
quarter ended March 31, 2004 and 2003, respectively. These fees are included as
a component of "Net other expenses" in the Consolidated Statements of
Operations.
For discontinued operations, net funds received from the sales of accounts
receivable during the quarter ended March 31, 2003 totaled $4.4 million. Fees,
in the form of discounts, incurred in connection with these sales totaled $58
thousand during the quarter ended March 31, 2003. These fees were originally
recorded as a component of "Net other expenses" in the Consolidated Statements
of Operations, but have now been reclassified as a component of "Loss from
discontinued operations" in the Consolidated Statements of Operations.
The Company is the collection agent on behalf of the third-party financing
organization for many of these arrangements and has no significant retained
interests or servicing liabilities related to accounts receivable that it has
sold. In certain circumstances, the Company may be required to repurchase the
corresponding accounts receivable sold, including, but not limited to, accounts
receivable in dispute or otherwise not collectible, if credit insurance is not
maintained, a violation of, the expiration or early termination of the agreement
pursuant to which these arrangements are conducted. There were no significant
repurchases of accounts receivable sold during the quarter ended March 31, 2004
and 2003. These agreements require the Company's subsidiaries to provide
collateral in the form of pledged assets and/or, in certain situations, a
guarantee by the Company of its subsidiaries' obligations.
12
PART I FINANCIAL INFORMATION
Pursuant to these arrangements, approximately $27 million and $24 million of
trade accounts receivable were sold to and held by banks and other third-party
financing institutions at March 31, 2004 and 2003, respectively. Amounts held by
banks or other financing institutions at March 31, 2004 were for transactions
related to the Company's Norway, Sweden and France arrangements. All other
arrangements have been terminated or expired.
6. Lines of Credit and Long-term Debt
OUTSTANDING AT:
-------------------------------------
CREDIT AGREEMENTS MARCH 31, 2004 December 31, 2003
----------------- -------------- -----------------
- Asia-Pacific $ - $ 16,171
- The Americas - -
- Europe - 36
--------------------------------
Total $ - $ 16,207
--------------------------------
Lines of Credit - Americas Division
On March 18, 2004, the Company's primary North American operating subsidiaries,
Brightpoint North America L.P. and Wireless Fulfillment Services, LLC (the
"Borrowers"), entered into an Amended and Restated Credit Facility (the
"Revolver") amending and restating the previous agreement dated October 31, 2001
between the Borrowers and General Electric Capital Corporation ("GE Capital") to
provide capital for its North American operations. GE Capital acted as agent for
a syndicate of banks (the "Lenders"). The Revolver expires in March of 2007. The
Revolver provides borrowing availability, subject to borrowing base calculations
and other limitations, of up to a maximum of $70 million and currently bears
interest, at the Borrowers' option, at the prime rate plus 0% or LIBOR plus
1.50%. The applicable interest rate that the Borrowers are subject to can be
adjusted quarterly based upon certain financial measurements defined in the
Revolver. The Revolver is guaranteed by Brightpoint, Inc. and is secured by,
among other things, all of the Borrowers' assets. The Revolver is subject to
certain financial covenants, which include maintaining a minimum fixed charge
coverage ratio. The Revolver is a secured asset-based facility where a borrowing
base is calculated periodically using eligible accounts receivable and
inventory, subject to certain adjustments. Eligible accounts receivable and
inventories fluctuate over time, which can increase or decrease borrowing
availability. The Company also has pledged certain intellectual property and the
capital stock of certain of its subsidiaries as collateral for the Revolver. At
March 31, 2004 and December 31, 2003, there were no amounts outstanding under
the Revolver with available funding, net of the applicable required availability
minimum and letters of credit, of approximately $24 million and $27 million
respectively.
Lines of Credit - Asia-Pacific
In December of 2002, the Company's primary Australian operating subsidiary,
Brightpoint Australia Pty Ltd, entered into a revolving credit facility (the
"Facility") with GE Commercial Finance in Australia. The Facility, which matures
in December of 2005, provides borrowing availability, subject to borrowing base
calculations and other limitations, of up to a maximum amount of 50 million
Australian dollars (approximately $38 million U.S. dollars at March 31, 2004).
Borrowings under the Facility are used for general working capital purposes. The
Facility is subject to certain financial covenants, which include maintaining a
minimum fixed charge coverage ratio and bears interest at the Bank Bill Swap
Reference rate
13
PART I FINANCIAL INFORMATION
plus 2.9% (totaling 8.51% at March 31, 2004). The Facility is a secured
asset-based facility where a borrowing base is calculated periodically using
eligible accounts receivable and inventory, subject to certain adjustments.
Eligible accounts receivable and inventories fluctuate over time, which can
increase or decrease borrowing availability. At March 31, 2004, there was no
amount outstanding under the facility with available funding of $28 million. At
December 31, 2003, there was $11.9 million outstanding under the Facility at an
interest rate of approximately 7.8% with available funding of $13.4 million.
In December of 2003, the Company's Brightpoint India Private Limited subsidiary
entered into a short-term credit facility with ABN Amro. At December 31, 2003,
$4.3 million was outstanding at an interest rate of 6.5%. In January 2004, this
credit facility was paid and terminated.
In July of 2003, the Company's primary operating subsidiary in the Philippines,
Brightpoint Philippines, Inc. entered into a credit facility with Banco de Oro.
The facility, which matures in April of 2004, provides borrowing availability,
up to a maximum amount of 50 million Philippine Pesos (approximately $900
thousand U.S. dollars, at March 31, 2004), guaranteed by Brightpoint, Inc. The
facility bears interest at the Prime Lending Rate (10.5% at March 31, 2004). At
March 31, 2004 and December 31, 2003, the facility had no amounts outstanding
with available funding of approximately $900 thousand dollars.
In November 2003, the Company's primary operating subsidiary in New Zealand,
Brightpoint New Zealand Limited, entered into a revolving credit facility with
GE Commercial Finance in Australia. This facility, which matures in November of
2006, provides borrowing availability, subject to borrowing base calculations
and other limitations, of up to a maximum amount of 12 million New Zealand
dollars (approximately $8.0 million U.S. dollars at March 31, 2004). Future
borrowings under the facility will be used for general working capital purposes.
The facility is subject to certain financial covenants, which include
maintaining a minimum fixed charge coverage ratio and bears interest at the New
Zealand Index rate plus 3.15% (8.74% at March 31, 2004). The facility is a
secured asset-based facility where a borrowing base is calculated periodically
using eligible accounts receivable and inventory, subject to certain
adjustments. Eligible accounts receivable and inventories fluctuate over time,
which can increase or decrease borrowing availability. At March 31, 2004 and
December 31, 2003, there were no amounts outstanding under the facility with
available funding of approximately $3.3 million and $3.9 million, respectively.
According to EITF 95-22, Balance Sheet Classification of Borrowings Outstanding
under Revolving Credit Agreements That Include both a Subjective Acceleration
Clause and a Lock-Box Arrangement, borrowings outstanding under a revolving
credit agreement that includes both a subjective acceleration clause and a
requirement to maintain a lock-box arrangement, whereby remittances from the
borrower's customers reduce the debt outstanding, are considered short-term
obligations. Accordingly, any outstanding borrowings under the Australia or New
Zealand facilities are classified as current.
Lines of Credit - Europe
The Company's primary operating subsidiary in Sweden, Brightpoint Sweden AB, has
a short-term line of credit facility with SEB Finans AB. The facility has
borrowing availability of up to 15 million Swedish Krona (approximately $2.0
million U.S. dollars at March 31, 2004) and bears interest at the SEB Banken
Base plus 1% (2.75% at March 31, 2004). The facility is supported by a guarantee
provided
14
PART I FINANCIAL INFORMATION
by the Company. At March 31, 2004 and December 31, 2003, there were no amounts
outstanding under this facility and available funding was approximately $2.0
million and $2.1 million, respectively.
At March 31, 2004 and December 31, 2003, the Company was in compliance with the
covenants in its credit agreements. Interest payments were approximately $100
thousand for the period ended March 31, 2004. Interest expense includes fees
paid for unused capacity on credit lines and amortization of deferred financing
fees.
A cash-secured standby letter of credit of $15 million supporting the Company's
Brightpoint Asia Limited vendor credit line was issued by a financial
institution on behalf of the Company and was outstanding at March 31, 2004, as
compared to $20 million at December 31, 2003, which supported the Company's
Brightpoint Asia Limited and Brightpoint Philippines vendor credit lines and a
short-term line of credit in India. The related cash collateral has been
reported under the heading "Pledged Cash" in the Consolidated Balance Sheet.
7. Guarantees
In 2002, the Financial Accounting Standards Board issued Interpretation No. 45
(FIN 45), Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires
guarantees to be recorded at fair value and requires a guarantor to make
significant new disclosure, even when the likelihood of making any payments
under the guarantee is remote.
The Company has issued certain guarantees on behalf of its subsidiaries with
regard to lines of credit and long-term debt, for which the liability is
recorded in the Company's financial statements. Although the guarantees relating
to lines of credit and long-term debt are excluded from the scope of FIN 45, the
nature of these guarantees and the amount outstanding are described in Note 6 to
the consolidated financial statements.
In some circumstances, the Company purchases inventory with payment terms
requiring letters of credit. As of March 31, 2004, the Company has issued $29
million in standby letters of credit. These standby letters of credit are
generally issued for a one-year term and are supported by either availability
under the Company's credit facilities or cash deposits. The underlying
obligations for which these letters of credit have been issued are recorded in
the financial statements at their full value. Should the Company fail to pay its
obligation to one or all of these suppliers, the suppliers may draw on the
standby letter of credit issued for them. The maximum future payments under
these letters of credit are $29 million.
Additionally, the Company has issued certain guarantees on behalf of its
subsidiaries with regard to accounts receivable transferred, the nature of which
is described is described in Note 5. While we do not currently anticipate the
funding of these guarantees, the maximum potential amount of future payments
under these guarantees at March 31, 2004 is approximately $27 million.
The Company has entered into indemnification agreements with its officers and
directors, to the extent permitted by law, pursuant to which the Company has
agreed to reimburse its officers and directors for
15
PART I FINANCIAL INFORMATION
legal expenses in the event of litigation and regulatory matters. The terms of
these indemnification agreements provide for no limitation to the maximum
potential future payments. The Company has a directors and officers insurance
policy that may mitigate the potential liability and payments.
8. Operating Segments
The Company's operations are divided into three geographic operating segments.
These operating segments represent its three divisions: Asia-Pacific, The
Americas, and Europe. These divisions all derive revenues from sales of wireless
devices, accessory programs and fees from the provision of integrated logistics
services.
The Company evaluates the performance of, and allocates resources to, these
segments based on operating income from continuing operations including
allocated corporate selling, general and administrative expenses. All amounts
presented below exclude the results of operations that have been discontinued. A
summary of the Company's operations by segment is presented below (in thousands)
for the quarter ended March 31, 2004 and 2003:
Integrated Operating
Distribution Logistics Services Total Income (Loss)
Revenue from Revenue from Revenue from
External External from External Continuing
Customers Customers Customers Operations (1)
--------- --------- --------- --------------
MARCH 31, 2004:
ASIA-PACIFIC $ 229,706 $ 11,007 $ 240,713 $ 1,776
THE AMERICAS 95,469 22,827 118,296 2,728
EUROPE 52,767 29,532 82,299 797
-------------------------------------------------------------
$ 377,942 $ 63,366 $ 441,308 $ 5,301
=============================================================
March 31, 2003:
Asia-Pacific $ 168,220 $ 8,185 $ 176,405 $ 1,642
The Americas (2) 75,520 19,307 94,827 (3,506)
Europe 36,792 24,136 60,927 651
-------------------------------------------------------------
$ 280,532 $ 51,627 $ 332,159 $ (1,213)
=============================================================
(1) Certain corporate expenses are allocated to the segments based on total
revenue.
(2) Operating income (loss) from continuing operations includes a facility
consolidation charge of $4.3 million.
MARCH 31, December 31,
2004 2003
---- ----
TOTAL SEGMENT ASSETS:
Asia-Pacific $158,829 $159,005
The Americas (3) 154,572 190,077
Europe 73,846 95,608
-------- --------
$387,247 $444,690
======== ========
(3) Corporate assets are included in the Americas segment
16
PART I FINANCIAL INFORMATION
9. Contingencies
The Company is from time to time involved in certain legal proceedings in the
ordinary course of conducting its business. While the ultimate liability
pursuant to these actions cannot currently be determined, the Company believes
these legal proceedings will not have a material adverse effect on its financial
position.
The Company's subsidiary in South Africa, whose operations were discontinued
pursuant to the 2001 Restructuring Plan, has received an assessment from the
South Africa Revenue Service ("SARS") regarding value-added taxes the SARS
claims are due, relating to certain product sale and purchase transactions
entered into by the Company's subsidiary in South Africa from 2000 to 2002.
Although the Company's liability pursuant to this assessment by the SARS, if
any, cannot currently be determined, the Company believes the range of the
potential liability is between $0 and $1.5 million U.S. dollars (at current
exchange rates) including penalties and interest. The potential assessment is
not estimable and, therefore, is not reflected as a liability or recorded as an
expense.
A complaint was filed on November 23, 2001 against us and 87 other defendants in
the United States District Court for the District of Arizona, entitled Lemelson
Medical, Education and Research Foundation LP v. Federal Express Corporation,
et.al., Cause No. CIV01-2287-PHX-PGR. The plaintiff claims that we and other
defendants have infringed 7 patents alleged to cover bar code technology. The
case seeks unspecified damages, treble damages and injunctive relief. The Court
has ordered the case stayed pending the decision in a related case in which a
number of bar code equipment manufacturers have sought a declaration that the
patents asserted are invalid and unenforceable. That trial concluded in January
2003. In January 2004, the Court rendered its decision that the patents asserted
by Lemelson were found to be invalid and unenforceable. An appeal by Lemelson is
expected and we continue to dispute these claims and intend to defend this
matter vigorously.
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW AND RECENT DEVELOPMENTS
This discussion and analysis should be read in conjunction with the accompanying
Consolidated Financial Statements and related notes. Our discussion and analysis
of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of financial statements in conformity with generally accepted accounting
principles requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of any contingent assets
and liabilities at the financial statement date and reported amounts of revenue
and expenses during the reporting period. On an on-going basis we review our
estimates and assumptions. Our estimates were based on our historical experience
and various other assumptions that we believe to be reasonable under the
circumstances. Actual results are likely to differ from those estimates under
different assumptions or conditions, but we do not believe such differences will
materially affect our financial position or results of operations. Our critical
accounting policies, the policies we believe are most important to the
presentation of our financial statements and require the most difficult,
subjective and complex judgments are outlined in our Annual Report on Form 10-K,
for the year ended December 31, 2003 and have not changed significantly. Certain
statements made in this report may contain forward-looking statements. For a
description of risks and uncertainties relating to such forward-looking
statements, see the cautionary statements contained in Exhibit 99.1 to this
report and our Annual Report on Form 10-K for the year ended December 31, 2003.
Our operating results are influenced by a number of seasonal factors, which may
cause our revenue and operating results to fluctuate on a quarterly basis. These
fluctuations are the result of several factors, including, but not limited to:
- promotions and subsidies by wireless network operators;
- the timing of local holidays and other events affecting
consumer demand;
- the timing of the introduction of new products by our
suppliers and competitors;
- purchasing patterns of customers in different markets; and
- weather patterns.
In the first quarter of 2004, we experienced an 8% decrease in the number of
wireless device units handled when compared to the fourth quarter of 2003. This
decrease is primarily due to timing of local holidays that cause fourth quarter
units handled to generally be higher than other quarters throughout the year.
Due to seasonal factors, our interim results may not be indicative of annual
results.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Revenue
Three Months Ended Change from
---------------------------------------------------------
MARCH 31, Percent March 31, Percent Q1 2003 to
(Amounts in 000s) 2004 of Total 2003 of Total Q1 2004
---- -------- ---- -------- -------
REVENUE BY DIVISION:
Asia-Pacific $240,713 55% $176,405 53% 36%
The Americas 118,296 27% 94,827 29% 25%
Europe 82,299 18% 60,927 18% 35%
------------------------------------------------------
Total $441,308 100% $332,159 100% 33%
======================================================
REVENUE BY SERVICE LINE:
Product distribution $377,942 86% $280,532 84% 35%
Integrated logistics
services 63,366 14% 51,627 16% 23%
------------------------------------------------------
Total $441,308 100% $332,159 100% 33%
======================================================
WIRELESS DEVICES HANDLED
BY DIVISION:
Asia-Pacific 1,544 27% 1,065 28% 45%
The Americas 3,930 69% 2,657 68% 48%
Europe 204 4% 165 4% 24%
------------------------------------------------------
Total 5,678 100% 3,887 100% 46%
======================================================
WIRELESS DEVICES HANDLED BY
SERVICE LINE:
Sales of wireless devices 2,370 42% 1,809 47% 31%
Integrated logistics
services 3,308 58% 2,078 53% 59%
------------------------------------------------------
Total 5,678 100% 3,887 100% 46%
======================================================
Revenue in the first quarter of 2004 was $441 million, an increase of 33% from
$332 million in the first quarter of 2003. Wireless devices handled in the first
quarter of 2004 increased 46% from the first quarter of 2003. The availability
of feature-rich wireless devices, combined with manufacturer and wireless
network promotional activity, induced subscribers to upgrade their wireless
devices in certain markets. The gap between unit growth and revenue growth is
attributable to a sales mix shift from product distribution sales to fee-based
logistics services. The increase in revenue and wireless devices handled was
pervasive throughout all divisions and both service lines.
Revenue by Division, as compared to the first quarter of 2003:
The revenue increase in the Asia-Pacific division of 36% is
attributable to strong market demand for our products, the
strengthening of foreign currencies against the U.S. dollar, which
accounted for approximately 9 percentage points of the increase in
revenue, various network operator promotional programs in certain
markets, and our presence in India, which did not exist in the first
quarter of 2003. The increase in revenue was partially offset by a 7%
decline in average selling prices, which was caused by a shift in sales
mix toward lower-end wireless devices in certain markets.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The revenue increase in the Americas division of 25% is attributable to
a 20% increase in the average selling prices of wireless devices sold,
an 18% increase in logistics services revenues and a 9% increase in the
number of wireless devices sold through our distribution business. The
increase in the average selling price of wireless devices and the
number of wireless devices sold was due to increased demand for
wireless devices with enhanced features such as color screens and
embedded cameras. The Americas division experienced 60% growth in
wireless devices handled in its logistics services business, which was
attributable to increased demand experienced by our network operator
customers and the addition of new customers. The increase in logistics
services revenue was less than the unit growth rate due to reduced fee
structures with certain customers, tiered volume pricing and changes in
the scope of services provided to certain customers.
As compared to the first quarter of 2003, the revenue increase in the
Europe division of 35% is primarily attributable to a 24% increase in
wireless devices handled as a result of increased market share in
France and Sweden and the strengthening of foreign currencies against
the U.S. dollar, which accounted for approximately 17 percentage points
of the increase in revenue.
Revenue by Service Line, as compared to the first quarter of 2003:
We experienced a 35% increase in revenue from product distribution
primarily as a result of strong market demand in the Asia-Pacific
division, our presence in India, which did not exist in the first
quarter of 2003, increased demand for feature-rich products with
resulted in a 20% increase in average selling prices in the Americas
division, and increased market share in certain European markets.
We experienced a 23% increase in revenue from integrated logistics
services primarily as a result of sales of prepaid wireless airtime in
certain Asia-Pacific markets, increased demand from current logistics
services customers and the addition of new customers in the Americas
division, and the addition of sales of prepaid wireless airtime in the
Americas division. Although the Americas division was able to increase
its wireless devices handled through logistics services by 60%, these
increases were partially offset by reduced fee structures with certain
customers, tiered volume pricing and changes in the scope of services
provided to certain customers.
Wireless devices handled, as compared to the first quarter of 2003:
The number of wireless devices sold through our distribution business
increased 31%, primarily as a result of strong market demand in the
Asia-Pacific division, our presence in India, which did not exist in
the first quarter of 2003, increased demand for feature-rich products
in the Americas division, and increased market share in certain
European markets.
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The number of wireless devices handled through our integrated logistics
business increased 59%, primarily as a result of increased demand from
current logistics services customers and the addition of new logistics
services customers in the Americas division.
Gross Profit and Gross Margin
Gross Profit by Service Line:
Three Months Ended
---------------------------------------- Change from
MARCH 31, % of March 31, % of Q1 2003 to
(Amounts in 000s) 2004 Total 2003 Total Q1 2004
---- ----- ---- ----- -------
Product distribution $13,234 52% $ 7,508 41% 76%
Integrated logistics services 12,124 48% 10,955 59% 11%
------- --- ------- --- --
Total $25,358 100% $18,463 100% 37%
======= === ======= === ==
Gross Profit by Service Line, as compared to the first quarter of 2003:
The 37% increase in gross profit is primarily attributable to a 46%
increase in wireless devices handled, a 33% increase in total revenue
and realization of improved cost efficiencies in the Americas division,
which was primarily as a result of the consolidation of its Richmond,
California, call center with its Plainfield, Indiana, call center and
other efficiency initiatives.
The 76% increase in gross profit from product distribution revenue is
primarily attributable to a 35% increase in product distribution
revenue, a 31% increase in wireless devices sold, increased leverage of
the cost infrastructure in the Americas division due to higher volume
and improved efficiencies, and a shift to higher margin products in
certain European markets. These increases were partially offset by
sales of low-end lower gross margin wireless devices in certain
Asia-Pacific markets.
The 11% increase in gross profit from integrated logistics services is
attributable to a 59% increase in wireless devices handled, partially
offset by a 2.1 percentage point decline in gross margin. Although the
Americas division was able to increase its wireless devices handled
through logistics services by 60%, these increases were partially
offset by reduced fee structures with certain customers, tiered volume
pricing and changes in the scope of services provided to certain
customers.
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Gross Margin by Service Line:
Three Months Ended
----------------------------- Change from
March 31, March 31, Q1 2003 to
2004 2003 Q1 2004
---- ---- -------
Product distribution 3.5% 2.7% 0.9 % points
Integrated logistics services 19.1% 21.2% (2.1) % points
---- ---- --------------
Total 5.7% 5.6% 0.1 % points
==== ==== ==============
Gross Margin by Service Line, as compared to the first quarter of 2003:
The increase in gross margin from product distribution is primarily the
result of increased leverage of the cost infrastructure in the Americas
division due to higher volumes, and a shift to higher margin products
in certain European markets. These increases were partially offset by
sales of low-end wireless devices with a lower gross margin in certain
Asia-Pacific markets.
The decrease in gross margin from integrated logistics services is
primarily a result of the addition of prepaid airtime in the Americas
division, which yields a relatively lower gross margin.
Selling, General and Administrative Expenses
Three Months Ended
----------------------- Change from
(Amounts in 000s) MARCH 31, March 31, Q1 2003 to
2004 2003 Q1 2004
---- ---- -------
Selling, general and administrative
expenses $20,057 $15,396 30%
--------------------
As a percent of revenue 4.5% 4.6%
====================
SG&A expenses increased 30% in conjunction with a 33% increase in revenue, as
compared to the first quarter of 2003. The $4.7 million increase in spending
primarily resulted from an estimated $1.3 million unfavorable effect from the
strengthening of foreign currencies against the U.S. dollar, the increased
retail presence and continued development of wholesale activity in France, our
presence in India, which did not exist in the first quarter of 2003, the
development of activation services in the Americas division and increased costs
of being a publicly traded company caused by additional regulatory requirements
and related factors.
Facility Consolidation Charge
During 2003, we consolidated our Richmond, California, call center operation
into our Plainfield, Indiana, facility to reduce costs and increase productivity
and profitability in our Americas division. We completed the consolidation of
the facility in April of 2003 and have been engaged in a search for a sub-lessee
of the premises. During the first quarter of 2003, the Company recorded a
pre-tax charge of $4.3 million. For the year of 2003, the total pre-tax charge
was $5.5 million which included approximately $3.8 million for the present value
of estimated lease costs, net of an anticipated sublease, non-cash losses
22
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
on the disposal of assets of approximately $1.1 million and severance and other
costs of approximately $600 thousand. At this time, we do not expect to incur
significant additional costs related to the facility consolidation. However, if
we are unsuccessful in terminating the lease, finding a sub-lessee or if the
terms of any sublease are less than the revised estimate, we may incur
additional expenses. See Note 2 to the Consolidated Financial Statements for
further discussion.
Operating Income (Loss) from Continuing Operations
Three Months Ended OI Dollar
----------------------------------------------- Change from
March 31, OI March 31, OI Q1 2003 to
(Amounts in 000s) 2004 Margin 2003 Margin Q1 2004
---- ------ ---- ------ -------
Asia-Pacific $ 1,776 0.7% $ 1,642 0.9% 8%
The Americas 2,728 2.3% (3,506) (3.7%) N/M
Europe 797 1.0% 651 1.1% 22%
-----------------------------------------------------------
Operating income (loss) from continuing
operations $ 5,301 1.2% $(1,213) (0.4%) N/M
===========================================================
N/M: Not Meaningful
Operating income from continuing operations increased $6.5 million as compared
to the first quarter of 2003. The increase in operating income from continuing
operations is primarily a result of the 33% increase in revenue, the associated
37% increase in gross profit, and the $4.3 million facility consolidation charge
incurred in 2003, which did not recur in the first quarter of 2004. The increase
in revenue and associated gross profit was primarily attributable to strong
market demand in the Asia-Pacific division, increased demand for feature-rich
products in the Americas division, and increased market share in the Europe
division. The increase in revenue and gross profit was partially offset by the
$4.7 million increase in SG&A expenses primarily resulting from an estimated
$1.3 million unfavorable effect from the strengthening of foreign currencies
against the U.S. dollar, the increased retail presence and continued development
of wholesale activity in France, SG&A expenses of $860 thousand incurred in
India, which did not exist in the first quarter of 2003, the development of
activation services in the Americas division and increased costs of being a
publicly traded company caused by additional regulatory requirements and related
factors.
23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Income (Loss) from Continuing Operations
Three Months Ended
------------------------ Change from
MARCH 31, March 31, Q1 2003 to
(Amounts in 000s) 2004 2003 Q1 2004
---- ---- -------
Income (loss) from continuing
operations $ 3,259 $ (1,980) $ 5,239
----------------------
As a percent of revenue 0.7% (0.6%)
----------------------
Diluted per share $ 0.16 $ (0.11) N/M
Diluted shares outstanding 19,940 18,051 10%
N/M: Not Meaningful.
Income from continuing operations for the first quarter of 2004 increased $5.2
million as compared to the first quarter of 2003. This increase is primarily a
result of the 33% increase in revenue and the associated 37% increase in gross
profit, the $4.3 million facility consolidation charge incurred in 2003, which
did not recur in the first quarter of 2004, and a decrease in interest and other
expenses. The increase in revenue and associated gross profit was attributable
to strong market demand in the Asia-Pacific division, increased demand for
feature-rich products in the Americas division and increased market share in the
Europe division. The decrease in interest and other expenses is a result of
reduced debt, a $275 thousand loss in connection with the settlement of the
shareholder derivative action incurred in 2003, which did not recur in 2004, and
reduced fees relating to accounts receivable sales. The increase in revenue and
gross profit was partially offset by the $4.7 million increase in SG&A spending
primarily resulting from an estimated $1.3 million unfavorable effect from the
strengthening of foreign currencies against the U.S. dollar, the increased
retail presence and continued development of wholesale activity in France, SG&A
expense of $860 thousand incurred in India, which did not exist in the first
quarter of 2003, the development of activation services in the Americas division
and increased costs of being a publicly traded company caused by additional
regulatory requirements and related factors.
Income per diluted share from continuing operations was $0.16 for the first
quarter of 2004 compared to a loss per diluted share from continuing operations
of $0.11 in the first quarter of 2003. The issuance of shares from the exercise
of stock options in 2003 and the effect of the increase in Brightpoint's average
stock market price in determining the diluted shares outstanding had a 10%
dilutive effect on weighted average shares outstanding in the first quarter of
2004, as compared to the first quarter of 2003.
24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Discontinued Operations
Three Months Ended
---------------------------- Change from
MARCH 31, March 31, Q1 2003 to
(Amounts in 000s) 2004 2003 Q1 2004
---- ---- -------
Loss from discontinued operations $ (341) $ (553) (38%)
Loss on disposal of discontinued
operations (4,234) (315) N/M
---------------------------
Total discontinued operations $ (4,575) $ (868)
---------------------------
Diluted per share $ (0.23) $ (0.05) N/M
Diluted shares outstanding 19,940 18,051 10%
N/M: Not Meaningful
On February 19, 2004, the Company's subsidiary, Brightpoint Holdings B.V.,
completed the sale of its 100% interest in Brightpoint (Ireland) Limited
("Brightpoint Ireland") to Celtic Telecom Consultants Ltd. Cash consideration
for the sale was approximately $1.7 million. During the first quarter of 2004,
we incurred a loss of $310 thousand relating to Brightpoint Ireland's results of
operations as compared to $280 thousand loss in the first quarter of 2003. These
losses are included in the loss from discontinued operations. Also, as a result
of the sale of Brightpoint Ireland, in the first quarter of 2004, we incurred a
$3.8 million loss, which is included as a part of the loss on disposal of
discontinued operations. This loss includes the non-cash write-off of
approximately $1.6 million of cumulative currency translation adjustments.
Other losses included in total discontinued operations for the first quarter of
2004, excluding Brightpoint Ireland, were $508 thousand as compared to $588
thousand in the first quarter of 2003. These losses are a result of actions
taken in 2001 and 2002 to sell, dispose or eliminate operations in certain
markets and are comprised primarily of assets written off that had became
unrealizable, professional and liquidation fees and unrealized foreign currency
translation losses caused by the strengthening of foreign currencies relative to
the U.S. dollar.
25
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Net Loss
Three Months Ended
-------------------------------- Change from
MARCH 31, March 31, Q1 2003 to
(Amounts in 000s) 2004 2003 Q1 2004
---- ---- -------
Net Loss $ (1,316) $ (2,848) $1,532
--------------------------------
As a percent of revenue (0.3%) (0.9%)
--------------------------------
Diluted per share $ (0.07) $ (0.16) N/M
Diluted shares outstanding 19,940 18,051 10%
Net loss for the first quarter of 2004 was $1.3 million, or $0.07 per diluted
share, compared to a net loss of $2.8 million, or $0.16 per diluted share, in
the first quarter of 2003. The issuance of shares from the exercise of stock
options in 2003 and the effect of the increase in Brightpoint's average stock
market price in determining the diluted shares outstanding had a 10% dilutive
effect on weighted average shares outstanding in 2004.
The reduced net loss for the first quarter of 2004 as compared to the first
quarter of 2003 is primarily due to the increase of $5.2 million in income from
continuing operations, offset by the $4.6 million loss from discontinued
operations. The increase in the income from continuing operations is primarily a
result of the 33% increase in revenue, the associated 37% increase in gross
profit, the $4.3 million facility consolidation charge incurred in 2003, which
did not recur in the first quarter of 2004, and a decrease in interest and other
expenses. The increase in revenue and associated gross profit was attributable
to strong market demand in the Asia-Pacific division, increased demand for
feature-rich products in the Americas division, and increased market share in
the Europe division. The decrease in interest and other expenses is a result of
reduced debt, a $275 thousand loss in connection with the settlement of the
shareholder derivative action incurred in 2003, which did not recur in 2004, and
reduced fees relating to accounts receivable sales. The increase in revenue and
gross profit was partially offset by the $4.7 million increase in SG&A spending
primarily resulting from an estimated $1.3 million unfavorable effect from the
strengthening of foreign currencies against the U.S. dollar, the increased
retail presence and continued development of wholesale activity in France, SG&A
expenses of $860 thousand incurred in India, which did not exist in the first
quarter of 2003, the development of activation services in the Americas division
and increased costs of being a publicly traded company caused by additional
regulatory requirements and related factors. The loss from discontinued
operations is primarily from the loss on the sale of Brightpoint Ireland,
professional and liquidation fees from the disposal of other entities
discontinued in prior years and unrealized foreign currency translation losses
caused by the strengthening of foreign currencies relative to the U.S. dollar.
26
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RETURN ON INVESTED CAPITAL FROM OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES
RETURN ON INVESTED CAPITAL FROM OPERATIONS ("ROIC")
We believe that it is equally important for a business to manage its balance
sheet as it does its statement of operations. A measurement that ties the
statement of operation performance with the balance sheet performance is Return
on Invested Capital from Operations, or ROIC. We believe if we are able to grow
our earnings while minimizing the use of invested capital, we will be optimizing
shareholder value and concurrently preserving resources in preparation for
further potential growth opportunities. We take a straight-forward approach in
calculating ROIC: we apply an estimated average tax rate to the operating income
of our continuing operations with adjustments for unusual items, such as
facility consolidation charges, and apply this tax-adjusted operating income to
our average capital base, which, in our case, is our stockholders' equity and
debt. The details of this measurement are outlined below.
Three Months Ended Trailing Twelve Months Ended
--------------------------------------- ---------------------------------------
March 31, March 31, December 31, March 31, March 31, December 31,
2004 2003 2003 2004 2003 2003
---- ---- ---- ---- ---- ----
Operating income after taxes:
Operating income (loss) from
continuing operations $ 5,301 $ (1,213) $ 9,099 $ 30,195 $ 2,865 $ 23,681
Plus: Facility consolidation
charge - 4,280 1,000 1,181 4,280 5,461
Less: Estimated income taxes (1) (1,431) (815) (2,800) (7,812) (13) (7,195)
--------- --------- --------- --------- --------- ---------
Operating income after taxes $ 3,870 $ 2,252 $ 7,299 $ 23,564 $ 7,132 $ 21,947
========= ========= ========= ========= ========= =========
Invested capital:
Debt $ - $ 8,476 $ 16,207 $ - $ 8,476 $ 16,207
Stockholders' equity 148,464 112,729 147,584 148,464 112,729 147,584
--------- --------- --------- --------- --------- ---------
Invested capital $ 148,464 $ 121,205 $ 163,791 $ 148,464 $ 121,205 $ 163,791
========= ========= ========= ========= ========= =========
Average invested capital (2) $ 156,128 $ 128,484 $ 148,324 $ 140,003 $ 176,392 $ 137,463
========= ========= ========= ========= ========= =========
ROIC (3) 10% 7% 20% 17% 4% 16%
========= ========= ========= ========= ========= =========
(1) Estimated income taxes were calculated by multiplying the sum of
operating income from continuing operations and the facility
consolidation charge by the respective periods' effective tax rate.
(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 twelve
month periods represents the average of the ending 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 result by four
(4) to state ROIC on an annualized basis.
Our annualized ROIC for the first quarter of 2004 increased to 10% from 7% in
the first quarter of 2003 as a result of higher operating income, partially
offset by a higher average invested capital base. Since the Company has earned
income in 2003, increased its common stock and additional paid-in capital
through the exercise of employee stock options, and experienced a reduction in
accumulated other comprehensive loss due to the general strengthening of foreign
currencies relative to the U.S. dollar, the equity component in this calculation
has increased from $113 million as of December 31, 2003, to $148 million as of
March 31, 2004, and has therefore added to our invested capital base.
27
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Due to seasonality, annualized quarterly ROIC in the first quarter is typically
lower than other quarters. ROIC was 10% for the first quarter as compared to 20%
in the fourth quarter of 2003.
CASH CONVERSION CYCLE
Three Months
THREE MONTHS ENDED Ended
MARCH 31, December 31,
---- ---- ------------
2004 2003 2003
---- ---- ------------
Days sales outstanding in accounts receivable 20 24 19
Days inventory on-hand 23 23 21
Days payable outstanding (39) (41) (36)
--- --- ---
Cash conversion cycle days 4 6 4
=== === ===
A key source of our liquidity is our ability to invest in inventory, sell the
inventory to our customers, collect cash from our customers, and pay our
suppliers. We refer to this as the cash conversion cycle. For additional
information regarding this measurement and the detail calculation of the
components of the cash conversion cycle, please refer to our Annual Report on
Form 10-K for the year ended December 31, 2003.
During the first quarter of 2004, the cash conversion cycle decreased to 4 days
from 6 days as compared to the first quarter of 2003. Four days is an unusually
low number for a distribution company and it is unlikely that we can sustain
this short cycle for an extended period of time. Increases in the cash
conversion cycle would have the effect of consuming our cash, potentially
causing us to borrow from lenders or issuing common stock to fund the related
increase in working capital. Our potential investments in new markets may cause
us to increase our inventory levels in conditions where our customer base is
relatively new and whose purchasing behavior is less predictable. This situation
can have the effect of increasing our cash conversion cycle and consequently
consume our cash or increase our debt levels.
The Company was able to attain days of sales outstanding of 20 days by
collecting cash prior to product delivery from certain customers, selling
receivables in certain markets and therefore collecting cash prior to the
customer invoice due dates, focusing on credit and collections, and offering
customers early-pay discounts. The Company was able to attain days of inventory
on hand of 23 days by monitoring our inventory levels very closely and
consciously striving to keep our investment low while still holding enough
inventory to meet customer demand. While our improving financial condition in
2003 caused suppliers to relax their credit standards, providing us with higher
credit limits and longer payment requirements, we did accept certain suppliers'
offers of early settlement discounts. By doing so, we reduced the average days
to pay suppliers to 39 days in the first quarter of 2004 as compared to 41 days
in the first quarter of 2003. From time to time, we may pay our suppliers prior
to the invoice due date. This may consume our cash or may cause us to borrow
from lenders.
28
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
We use the indirect method of preparing and presenting our statements of cash
flows. In our opinion, it is more practical than the direct method and provides
the reader with a good perspective and analysis of the Company's cash flows.
OPERATING ACTIVITIES
In the first quarter of 2004, net cash used in operating activities was $3.8
million. Net cash used in operating activities was primarily due to a reduction
in accrued expenses caused by a cash management program change with a logistics
customer and liabilities settled in preparation for the sale of Brightpoint
(Ireland) Limited. This additional use of cash was partially offset by the cash
generated by operations as measured by earnings before interest, taxes,
depreciation and amortization ("EBITDA"). The net changes in operating assets
and liabilities consist primarily of a reduction in accounts receivable,
inventories and accounts payable. The reduction in accounts receivable during
the first quarter of 2004 was attributable to the successful acceleration of our
accounts receivable collection cycle and sales or financing transactions of
certain accounts receivable to banks and other financing organizations. The
decrease in inventories is due primarily to improved inventory management
processes. The decrease in accounts payable is due primarily to timing of
inventory receipts and related payments at the end of the quarter as compared to
the end of December and our ability to utilize certain suppliers' offers of
early settlement discounts.
THREE MONTHS ENDED MARCH 31,
(Amounts in 000s) 2004 2003
---- ----
Net loss $(1,316) $(2,848)
Net interest expense 268 393
Income taxes (includes income taxes included
in Discontinued Operations) 1,205 (716)
Depreciation and amortization 2,661 3,420
------- -------
EBITDA $ 2,818 $ 249
======= =======
During the first quarter of 2004, the Company generated an EBITDA of
approximately $2.8 million as compared to $249 thousand in the first quarter of
2003. EBITDA provides management with an indicator of how much cash the Company
generates, excluding any changes in working capital. Since the Company has
experienced cash outlays for interest and taxes and has experienced cash inflows
and outflows related to changes in working capital, EBITDA is not a
comprehensive measure of cash flow. It is an indicator, however, of the
business' ability to generate cash by maintaining revenues and related margins
at a higher level than cash operating expenses. Note that EBITDA is a non-GAAP
financial measure.
MARCH 31, December 31,
(Amounts in 000s) 2004 2003
---------------------------
Working capital $ 91,309 $ 89,345
Current ratio 1.38 : 1 1.30 : 1
29
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We have historically satisfied our working capital requirements principally
through cash flow from operations, vendor financing, bank borrowings and the
issuance of equity and debt securities. The decrease in working capital at March
31, 2004, compared to December 31, 2003, is comprised primarily of the effect of
a decrease in accounts payable partially offset by decreases in accounts
receivable, inventory, and funded contract financing activities. We believe that
cash flow from operations and available bank borrowings will be sufficient to
continue funding our short-term capital requirements. However, significant
changes in our business model, significant operating losses or expansion of
operations in the future may require us to seek additional and alternative
sources of capital. Consequently, there can be no assurance that we will be able
to obtain any additional funding on terms acceptable to us or at all.
INVESTING ACTIVITIES
In the first quarter of 2004, net cash provided by investing activities was $1.8
million. Net cash provided by investing activities was primarily due to a $2.9
million decrease in funded contract financing receivables and $1.7 million
proceeds from sale of our former Ireland operation, offset by $2.2 million used
for capital expenditures. We offer financing of inventory and receivables to
certain network operator customers and their agents and manufacturer customers
under contractual arrangements. Under these contracts we manage and finance
inventories and receivables for these customers resulting in a contract
financing receivable. The decrease in contract financing receivables is due to
timing of product receipts at the end of the quarter. Capital expenditures were
primarily directed toward improving our information systems, particularly in the
United States, our entry into India, which included new office space and basic
information systems infrastructure, and retail development in France.
FINANCING ACTIVITIES
In the first quarter of 2004, net cash used in financing activities was $11
million. Net cash used in financing activities was primarily $16 million for
repayment of credit facilities, partially offset by a reduction in pledged cash
of $5 million. In December 2003, the Company pledged $5 million to support a
$4.2 million short-term line of credit in India primarily due to restrictions on
foreign capital, which precluded us from utilizing our own funds, other than the
amount pledged, to meet these needs. This short-term line of credit was paid in
the first quarter of 2004, thus releasing the pledged cash. We may from time to
time pledge cash to collateralize lines of credit in markets where there are
restrictions of the movement of funds.
30
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LINES OF CREDIT
The table below summarizes lines of credit that were available to the Company as
of March 31, 2004:
Gross Letters of Credit Net
(Amounts in 000s) Commitment Availability Outstanding & Guarantees Availability
---------- ------------ ------------ ------------ ------------
North America $ 70,000 $ 28,753 $ - $ 5,200 $ 23,553
Australia 38,335 32,629 - 4,331 28,298
New Zealand 8,023 7,343 - 4,000 3,343
Sweden 1,989 1,989 - - 1,989
Philippines 890 890 - - 890
-------- -------- ------------ -------- --------
Total $119,237 $ 71,604 $ - $ 13,531 $ 58,073
======== ======== ============ ======== ========
Additional details on the above lines of credit are disclosed in Note 6 of the
Notes to Consolidated Financial Statements.
OFF-BALANCE SHEET ARRANGEMENTS - ACCOUNTS RECEIVABLES TRANSFERS
During the quarters ended March 31, 2004 and 2003, the Company entered into
certain transactions or agreements with banks and other third-party financing
organizations in Norway, Sweden, and France with respect to the sale of a
portion of its accounts receivable in order to reduce the amount of working
capital required to fund such receivables. During the quarter ended March 31,
2003, the Company also entered into certain transactions or agreements with
banks and other third-party financing organizations in Ireland with respect to
the sale of a portion of its accounts receivable. These transactions have been
treated as sales pursuant to current accounting principles generally accepted in
the United States and, accordingly, are accounted for as off-balance sheet
arrangements.
Net funds received from the sales of accounts receivable for continuing
operations during the quarter ended March 31, 2004 and 2003, totaled $91 million
and $54 million, respectively. Fees, in the form of discounts, incurred in
connection with these sales totaled $311 thousand and $337 thousand during the
quarter ended March 31, 2004 and 2003, respectively. These fees are included as
a component of "Net other expenses" in the Consolidated Statements of
Operations.
For discontinued operations, net funds received from the sales of accounts
receivable during the quarter ended March 31, 2003, totaled $4.4 million. Fees,
in the form of discounts, incurred in connection with these sales totaled $58
thousand during the quarter ended March 31, 2003. These fees were originally
recorded as a component of "Net other expenses" in the Consolidated Statements
of Operations, but have now been reclassified as a component of "Loss from
discontinued operations" in the Consolidated Statements of Operations.
The Company is the collection agent on behalf of the third-party financing
organization for many of these arrangements and has no significant retained
interests or servicing liabilities related to accounts
31
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
receivable that it has sold. In certain circumstances, the Company may be
required to repurchase the corresponding accounts receivable sold, including,
but not limited to, accounts receivable in dispute or otherwise not collectible,
if credit insurance is not maintained, a violation of, the expiration or early
termination of the agreement pursuant to which these arrangements are conducted.
There were no significant repurchases of accounts receivable sold during the
quarter ended March 31, 2004 and 2003. These agreements require the Company's
subsidiaries to provide collateral in the form of pledged assets and/or, in
certain situations, a guarantee by the Company of its subsidiaries' obligations.
Pursuant to these arrangements, approximately $27 million and $24 million of
trade accounts receivable were sold to and held by banks and other third-party
financing institutions at March 31, 2004 and 2003, respectively. Amounts held by
banks or other financing institutions at March 31, 2004 were for transactions
related to the Company's Norway, Sweden and France arrangements. All other
arrangements have been terminated or expired.
LIQUIDITY ANALYSIS
Our measurement for liquidity is the summation of total unrestricted cash and
unused borrowing availability. We use this measurement as an indicator of how
much access to cash we have to either grow the business through investment in
new markets, acquisitions, or through expansion of existing service or product
lines or to contend with adversity such as unforeseen operating losses
potentially caused by reduced demand for our products and services, a material
uncollectible accounts receivable, or a material inventory write-down, as
examples. The table below shows this calculation.
MARCH 31, December 31,
(Amounts in 000s) 2004 2003 % Change
---- ---- --------
Unrestricted cash $ 85,454 $ 98,879 (14%)
Borrowing availability 58,073 45,361 28%
--------------------------------
Liquidity $ 143,527 $ 144,240 0%
================================
As of March 31, 2004 and December 31, 2003, our liquidity remained at $144
million. Cash decreased by 14% while borrowing availability increased by 28%.
Our net cash used in financing activities of $11.2 million in the first quarter
of 2004 was to repay credit facilities, which consequently increased our
borrowing availability.
We routinely make large payments, in certain occasions, in excess of $10
million, to suppliers and routinely collect large payments from customers, in
certain occasions, in excess of $10 million. The timing of these payments or
collections can cause our cash balances and borrowings to fluctuate throughout
the year.
A cash-secured standby letter of credit of $15 million supporting our
Brightpoint Asia Limited's vendor credit lines have been issued by financial
institutions on our behalf and are outstanding at March 31, 2004 as compared to
$20 million outstanding at December 31, 2003, which supported Brightpoint Asia
Limited and Brightpoint Philippines vendor credit lines and a short-term line of
credit in India. In December 2003, the Company pledged $5 million to support a
$4.2 million short-term line of credit in
32
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
India primarily due to restrictions on foreign capital, which precluded us from
utilizing our own funds, other than the amount pledged, to meet these needs.
This short-term line of credit was paid in the first quarter of 2004, thus
releasing the pledged cash. The related cash collateral has been reported under
the heading "Pledged Cash" in the Consolidated Balance Sheet.
While it is difficult to quantify the adequacy of our liquidity for future
needs, with our cash balance and unused borrowing availability, totaling $144
million on March 31, 2004, no significant debt obligations, and a positive
quarterly EBITDA, . we believe we have adequate liquidity to operate the
business with our own resources for the next 12 months and to invest in
potential growth opportunities.
33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE AND FOREIGN CURRENCY EXCHANGE RATE RISKS
We are exposed to financial market risks, including changes in interest rates
and foreign currency exchange rates. To mitigate interest rate risks, we have
historically utilized interest rate swaps to convert certain portions of our
variable rate debt to fixed interest rates. To mitigate foreign currency
exchange rate risks, we periodically utilize derivative financial instruments
under the Foreign Currency Risk Management Policy approved by our Board of
Directors. We do not use derivative instruments for speculative or trading
purposes.
We are exposed to changes in interest rates on our variable interest rate
revolving lines of credit. A 10% increase in short-term borrowing rates during
the quarter would have resulted in only a nominal increase in interest expense.
We did not have any interest rate swaps outstanding at March 31, 2004.
A substantial portion of our revenue and expenses are transacted in markets
worldwide and may be denominated in currencies other than the U.S. dollar.
Accordingly, our future results could be adversely affected by a variety of
factors, including changes in specific countries' political, economic or
regulatory conditions and trade protection measures.
Our foreign currency risk management program is designed to reduce, but not
eliminate, unanticipated fluctuations in earnings and cash flows caused by
volatility in currency exchange rates by hedging. Generally, through purchase of
forward contracts, we hedge transactional currency risk, but do not hedge
foreign currency revenue or operating income. Also, we do not hedge our
investment in foreign subsidiaries, where fluctuations in foreign currency
exchange rates may affect our comprehensive income or loss. An adverse change
(defined as a 10% strengthening of the U.S. dollar) in all exchange rates,
relative to our foreign currency risk management program, would have had no
material impact on our results of operations for 2004 or 2003. At March 31,
2004, there were no cash flow or net investment hedges open. Our sensitivity
analysis of foreign currency exchange rate movements does not factor in a
potential change in volumes or local currency prices of our products sold or
services provided. Actual results may differ materially from those discussed
above.
34
ITEM 4. CONTROLS AND PROCEDURES
The Company, under the supervision and with the participation of its
management, including its principal executive officer and principal financial
officer, evaluated the effectiveness of the design and operation of its
disclosure controls and procedures as of the end of the period covered by this
report. Based on this evaluation, the principal executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures are effective in reaching a reasonable level of assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time period specified in the Securities and Exchange
Commission's rules and forms.
The principal executive officer and principal financial officer also
conducted an evaluation of the Company's internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)) ("Internal Control") to
determine whether any changes in Internal Control occurred during the quarter
ended March 31, 2004, that have materially affected or which are reasonably
likely to materially affect Internal Control. Based on that evaluation, there
has been no such change during such period.
35
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time involved in certain legal proceedings in the
ordinary course of conducting its business. While the ultimate liability
pursuant to these actions cannot currently be determined, the Company believes
these legal proceedings will not have a material adverse effect on its financial
position.
The Company's subsidiary in South Africa, whose operations were discontinued
pursuant to the 2001 Restructuring Plan, has received an assessment from the
South Africa Revenue Service ("SARS") regarding value-added taxes the SARS
claims are due, relating to certain product sale and purchase transactions
entered into by the Company's subsidiary in South Africa from 2000 to 2002.
Although the Company's liability pursuant to this assessment by the SARS, if
any, cannot currently be determined, the Company believes the range of the
potential liability is between $0 and $1.5 million U.S. dollars (at current
exchange rates) including penalties and interest. The potential assessment is
not estimable and, therefore, is not reflected as a liability or recorded as an
expense.
A complaint was filed on November 23, 2001 against us and 87 other defendants in
the United States District Court for the District of Arizona, entitled Lemelson
Medical, Education and Research Foundation LP v. Federal Express Corporation,
et.al., Cause No. CIV01-2287-PHX-PGR. The plaintiff claims that we and other
defendants have infringed 7 patents alleged to cover bar code technology. The
case seeks unspecified damages, treble damages and injunctive relief. The Court
has ordered the case stayed pending the decision in a related case in which a
number of bar code equipment manufacturers have sought a declaration that the
patents asserted are invalid and unenforceable. That trial concluded in January
2003. In January 2004, the Court rendered its decision that the patents asserted
by Lemelson were found to be invalid and unenforceable. An appeal by Lemelson is
expected and we continue to dispute these claims and intend to defend this
matter vigorously.
36
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits
The list of exhibits is hereby incorporated by reference to the
Exhibit Index on page 39 of this report.
(b) Reports on Form 8-K
On April 16, 2004, we filed a Current Report on Form 8-K for the event
dated April 12, 2004 under Item 5 to report Amendment No. 2 of the
Rights Agreement dated as of February 20, 1997 between Brightpoint,
Inc. and American Stock Transfer & Trust Company.
On March 25, 2004, we filed a Current Report on Form 8-K for the event
dated March 22, 2004 under Item 5 to report an amended and restated
revolving credit facility entered into between Brightpoint, Inc.'s
North America subsidiaries Brightpoint North America L.P. and Wireless
Fulfillment Services LLC with a syndicate of lenders led by GE
Commercial Finance dated March 18, 1004.
37
PART II. OTHER INFORMATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
Brightpoint, Inc.
-----------------
(Registrant)
Date: April 29, 2004 /s/ Frank Terence
--------------------------------------
Frank Terence
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: April 29, 2004 /s/ Lisa M. Kelley
--------------------------------------
Lisa M. Kelley
Sr. Vice President, Chief Accounting
Officer and Corporate Controller
(Principal Accounting Officer)
38
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, implementing
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934 implementing
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant To Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant To Section 906 of the
Sarbanes-Oxley Act of 2002.
99.1 Cautionary Statements
39