Brightpoint, Inc. cleared to mail proxy statement regarding Allied Communications, Inc. merger.INDIANAPOLIS--(BUSINESS WIRE)--May 1, 1996--Brightpoint, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CELL) announced today that the Securities and Exchange Commission has cleared the definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. in connection with Brightpoint's previously announced merger (the "Merger") with Allied Communications, Inc. and affiliates ("Allied Companies"). An Annual Meeting of the Stockholders of Brightpoint, Inc. is currently scheduled to be held on May 29, 1996, to (i) approve the exchange of 2.025 million newly issued shares (an amendment to the agreement has set the number of shares to be issued) of Brightpoint, Inc. Common Stock for all of the outstanding shares of Common Stock of the Allied Companies, (ii) approve an increase in the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of Brightpoint, Inc. Common Stock from 10,000,000 to 25,000,000, and (iii) to elect directors. Shareholders of record as of April 24, 1996 are entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to notice of, and to vote at, the meeting. Final pro forma financial statements Pro forma financial statements A firm's financial statements as adjusted to reflect a projected or planned transaction. "What-if" analysis. for fiscal year 1995 and first quarter 1996 are attached hereto here·to adv. To this document, matter, or proposition. hereto Adverb Formal or law to this place, matter, or document Adv. 1. . The pro forma financial statements for fiscal year 1995 reflect a reduction of the pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma net income from $7,682,000 to $7,307,000 based on the restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. of the net income for the Allied Companies for such period. Such reduction together with the adjustment in Brightpoint shares to be issued in the Merger did not change the previously reported per share pro forma earnings pro forma earnings Income not necessarily calculated in accordance with generally accepted accounting principles. For example, a company might report pro forma earnings that exclude depreciation expense and nonrecurring expenses such as restructuring costs. of $.80 per share for the 1995 fiscal year. The Allied Companies distribute wireless communication equipment throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. . The Allied Companies employ approximately 100 people in six facilities; four on the East Coast, one in Chicago and one in Puerto Rico Puerto Rico (pwār`tō rē`kō), island (2005 est. pop. 3,917,000), 3,508 sq mi (9,086 sq km), West Indies, c.1,000 mi (1,610 km) SE of Miami, Fla. . Brightpoint, Inc. distributes wireless communication equipment and related products globally and provides related services including inventory management, fulfillment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. , packaging and programming. The Company's primary mission is to always be the most efficient channel of distribution for vendors and the low cost/high service provider to customers, thereby striving to be the best total cost provider in terms of price, time and reliability. -0- Brightpoint Summary Unaudited Pro Forma Combined Statement of Income Data:
Year ended December 31 Three Months March 31
1993 1994 1995 1995 1996
__________________________ __________________
(In thousands, except per share data)
Net sales $151,315 $309,227 $419,149 $ 97,181 $112,960
Cost of sales 140,617 290,463 390,950 90,976 105,032
________ ________ ________ ________ ________
Gross profit 10,698 18,764 28,199 6,205 7,928
Selling, general and
administrative
expenses(1) 7,418 11,095 14,813 3,083 3,677
________ ________ ________ ________ ________
Income from operations 3,280 7,669 13,386 3,122 4,251
Interest expense, net 103 164 1,383 282 184
________ ________ ________ ________ ________
Income before income
taxes 3,177 7,505 12,003 2,840 4,067
Income taxes 1,249 2,950 4,696 1,209 1,589
________ ________ ________ ________ ________
Net income $ 1,928 $ 4,555 $ 7,307 $ 1,631 $ 2,478
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Net income per share:
Net income per share $ .37 $ .60 $ .80 $ .19 $ .23
________ ________ ________ ________ ________
________ ________ ________ ________ ________
Weighted average common
shares outstanding 5,275 7,614 9,187 8,599 10,984
(1) The pro forma combined statements of income for the year ended December 31, 1995 and the three months ended March 31, 1996 do not reflect any adjustment for the future contractual reduction to be made in officers' compensation of the Allied Companies pursuant to the consummation of the Merger (such reduction would have been $1,808,000 and $0 for the year ended December 31, 1995 and the three months ended March 31, 1996, respectively). Brightpoint Summary Unaudited Pro Forma Combined Balance Sheet Data:
December 31 March 31,
1993 1994 1995 1996
_________________________ __________
(In thousands)
Working capital $ 7,039 $ 20,960 $ 62,219 $ 62,476 Total assets 31,283 82,845 119,787 124,324 Total long-term debt, including current portion 6,086 6,361 6,217 17,383 Total liabilities 27,799 62,562 54,930 56,430 Stockholders' equity 3,484 20,283 64,857 67,894 CONTACT: Brightpoint, Inc., Indianapolis J. Mark Howell, 317/297-6100 |
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