Investor Relations

As previously announced, the Company closed the divestiture of its IPTV business in August 2012, but did not meet the requirements for reporting those results as discontinued operations because of the Company's continuing involvement. Therefore, to enable a comparison of results excluding the IPTV business and the amortization of PHS deferred revenue, the Company is including non-GAAP comparisons throughout this press release.

"We are pleased to report strong financial results for the third quarter of 2013 which further validate the healthy trends in our underlying business," said Mr. William Wong, UTStarcom's President and Chief Executive Officer. "Our top line performance improved year over year, and we continued our effective cost control and productivity measures, which helped to drive positive operating cash flow during the quarter. Moreover, in this quarter we launched a series of new product innovations that deliver on UTStarcom's vision of providing 'simple network, simple operation' to our customers. In addition, we continued to grow and diversify the customer base for our broadband business, notching new customer wins with large local incumbent service providers in Taiwan, Indonesia and Brazil. We believe our aggregate year-to-date results showcase the improvements in our business and are a testament to the strategic plan and quality of the new management team that is charged with its execution. Going forward, the Company is committed to continuing to execute the strategic plan to transform UTStarcom into a higher-growth, more profitable business focused on providing next generation media services and broadband equipment products. We expect this will enable us to drive profitable growth and deliver sustained shareholder value over the long term."

Third Quarter 2013 Highlights

• GAAP cash provided by operating activities for the third quarter of 2013 was $3.7 million, compared to $7.5 million cash used by operating activities for the third quarter of 2012.
• Non-GAAP cash provided by operating activities for the third quarter of 2013 was $3.7 million, compared to $1.8 million cash used by operating activities for the third quarter of 2012.
• GAAP revenues in the third quarter of 2013 were $41.2 million, a 2.2% increase from $40.3 million in the third quarter of 2012.
• Non-GAAP revenues in the third quarter of 2013 were $40.9 million, a 10.5% increase from $37.0 million in the third quarter of 2012.
• GAAP gross margin for the third quarter of 2013 was 28.7%, compared to 35.5% for the third quarter of 2012, mainly due to the depreciation of the Japanese yen against the U.S. dollar.
• Non-GAAP gross margin for the third quarter of 2013 was 28.9%, compared to 34.4% for the third quarter of 2012, mainly due to the depreciation of the Japanese yen against the U.S. dollar.
• GAAP operating expenses for the third quarter of 2013 were $11.6 million, a 71.7% decrease from $41.0 million for the third quarter of 2012.
• Non-GAAP operating expenses for the third quarter of 2013 were $11.6 million, a 38.3% decrease from $18.9 million for the third quarter of 2012.
• GAAP net income attributable to UTStarcom's shareholders was $0.4 million and GAAP basic net income per share was $0.01 for the third quarter of 2013, compared to GAAP net loss attributable to UTStarcom's shareholders of $20.8 million and GAAP basic net loss per share of $0.43 for the third quarter of 2012.
• Non-GAAP net income attributable to UTStarcom's shareholders was $0.4 million and non-GAAP basic net income per share was $0.01 for the third quarter of 2013, compared to non-GAAP net loss attributable to UTStarcom's shareholders of $0.17 million and non-GAAP basic net loss per share of $nil for the third quarter of 2012. 
•  As of September 30, 2013, cash, cash equivalents and short-term investments were $120.4 million.

Mr. Robert Pu, UTStarcom's Chief Financial Officer, commented, "We delivered a strong quarter of bottom line improvement, driven by growth on the top line and continued progress in lowering operating expenses through our focused cost reduction efforts and leaner, more efficient operations. Moreover, we delivered another quarter of positive operating cash flow which again demonstrates the operational efficiency improvements across our business. Looking ahead, we will keep our focus on vigilant cost control, cash generation and executing our new strategic initiatives. We will continue to use our strong cash position of approximately $120.4 million to invest in our growth plan designed to increase shareholder value."

Third Quarter 2013 Financial Results

As part of a plan to transition the Company into higher-growth and more profitable areas, UTStarcom successfully closed the divestiture of its IPTV business on August 31, 2012. As of September 30, 2013, the Company did not meet the requirements to report results from the IPTV division separately as discontinued operations. To enable a comparison of the financial results in year-to-date and future periods, the Company has prepared non-GAAP results. Included below are quarterly and year-to-date non-GAAP comparisons that exclude financial results from the IPTV business and amortization of PHS deferred revenue. The Company's GAAP financial results and reconciliation with the non-GAAP numbers are discussed at the end of this press release.

Total Revenues

Three months ended September 30, 2013 and 2012

Total revenues for the third quarter of 2013 were $41.2 million, an increase of 2.2% from $40.3 million for the corresponding period in 2012.

Non-GAAP total revenues for the third quarter of 2013 were $40.9 million, an increase of 10.5% from $37.0 million for the corresponding period in 2012.

• Non-GAAP net sales from equipment for the third quarter of 2013 were $35.5 million, an increase of 10.8% from $32.0 million for the corresponding period in 2012. The increase was mainly due to increased sales of Packet Transport Network ("PTN") and value added resell products, which were partially offset by the decreased sales of Multi-Service Access Network ("MSAN") and Multi-Service Transfer Platform ('MSTP") products.
• Non-GAAP net sales from equipment-based services for the third quarter of 2013 were $5.4 million, an increase of 8.2% from $5.0 million for the corresponding period in 2012. The increase was mainly due to the increased sales of MSAN product related services.

Nine months ended September 30, 2013 and 2012

Total revenues for the nine months ended September 30, 2013, were $126.1 million, a decrease of 12.1% from $143.5 million for the corresponding period in 2012.

Non-GAAP total revenues for the nine months ended September 30, 2013 were $125.0 million, an increase of 7.5% from $116.3 million for the corresponding period in 2012.

• Non-GAAP net sales from equipment for the nine months ended September 30, 2013 were $107.1 million, an increase of 8.1% from $99.1 million for the corresponding period in 2012. The increase was mainly due to the increased sales of PTN and value added resell products, which were partially offset by the decreased sales of MSAN products.
• Non-GAAP net sales from equipment-based services for the nine months ended September 30, 2013 were $17.9 million, an increase of 5.8% from $16.9 million for the corresponding period in 2012. The increase was mainly due to the increased sales of MSAN and PTN product related services, which were partially offset by decreased sales of Next Generation Network ("NGN") product related services.

Gross Profit

Three months ended September 30, 2013 and 2012

Gross profit was $11.8 million and gross margin was 28.7% for the third quarter of 2013, compared to $14.3 million and 35.5%, respectively, for the corresponding period in 2012.

Non-GAAP gross profit was $11.8 million and non-GAAP gross margin was 28.9% for the third quarter of 2013, compared to $12.7 million and 34.4%, respectively, for the corresponding period in 2012.

• Non-GAAP gross profit for equipment sales for the third quarter of 2013 was $12.3 million, a decrease of 0.8% from $12.4 million for the corresponding period in 2012. Non-GAAP gross margin for equipment sales for the third quarter of 2013 was 34.6%, compared to 38.7% for the corresponding period in 2012. The decrease in gross margin was primarily caused by the decreased gross margin in PTN and MSAN products mainly attributable to the depreciation of Japanese yen against the U.S. dollar, which were partially offset by the increased gross margin of MSTP products.
• Non-GAAP gross profit for equipment-based services for the third quarter of 2013 was negative $0.5 million, compared to gross profit of $0.3 million for the corresponding period in 2012. Gross margin for equipment-based services for the third quarter of 2013 was negative 8.8%, compared to 6.6% for the corresponding period in 2012. The decrease in gross margin was primarily caused by the decreased gross margin in Gigabit Ethernet Capable Passive Optical Network ("GEPON") and MSAN product related services mainly due to the depreciation of Japanese yen against the U.S. dollar, which were partially offset by the increased gross margin of PTN product related services.

Nine months ended September 30, 2013 and 2012

Gross profit was $33.1 million and gross margin was 26.2% for the nine months ended September 30, 2013, compared to $54.5 million and 38.0%, respectively, for the corresponding period in 2012.

Non-GAAP gross profit was $33.1 million and non-GAAP gross margin was 26.4% for the nine months ended September 30, 2013, compared to $40.7 million and 35.0%, respectively, for the corresponding period in 2012.

• Non-GAAP gross profit for equipment sales for the nine months ended September 30, 2013 was $33.8 million, a decrease of 12.2% from $38.4 million for the corresponding period in 2012. Non-GAAP gross margin for equipment sales for the nine months ended September 30, 2013 was 31.5%, compared to 38.8% for the corresponding period in 2012. The decrease in gross margin was primarily caused by the decreased gross margins in PTN and MSAN products mainly due to the depreciation of Japanese yen against the U.S. dollar, which was partially offset by the increased gross margin of MSTP products.
• Non-GAAP gross profit for equipment-based services for the nine months ended September 30, 2013 was negative $0.7 million, compared to gross profit of $2.4 million for the corresponding period in 2012. Gross margin for equipment-based services for the nine months ended September 30, 2013 was negative 4.0%, compared to 13.9% for the corresponding period in 2012. The decrease in gross margin was primarily caused by the decreased gross margin in MSAN products mainly due to the depreciation of Japanese yen against the U.S. dollar.

Operating Expenses

Three months ended September 30, 2013 and 2012

Operating expenses for the third quarter of 2013 were $11.6 million, a decrease of 71.7% from $41.0 million for the corresponding period in 2012.

Non-GAAP operating expenses for the third quarter of 2013 were $11.6 million, a decrease of 38.3% from $18.9 million for the corresponding period in 2012.

• Non-GAAP selling, general and administrative expenses in the third quarter of 2013 were $7.9 million, a decrease of 37.3% from $12.6 million for the corresponding period in 2012. The decrease was mainly due to the decreased personnel-related costs as a result of the Company's restructuring efforts, and decreased legal expenses.
• Non-GAAP research and development expenses in the third quarter of 2013 were $4.1 million, a decrease of 31.4% from $6.0 million for the corresponding period in 2012. The decrease was mainly due to the decreased research and development personnel costs as a result of the Company's restructuring efforts and reduced outsourced design services.
• Non-GAAP net gain on divestiture in the third quarter of 2013 was $0.4 million, compared to non-GAAP net gain of $0.4 million in the corresponding period in 2012. The net gain on divestiture in the third quarter of 2013 was due to the divestiture of the Company's DOCSIS-EOC business. As of September 30, 2013, the payment has been fully received.

Nine months ended September 30, 2013 and 2012

Operating expenses for the nine months ended September 30, 2013 were $37.9 million, a decrease of 54.3% from $82.8 million for the corresponding period in 2012.

Non-GAAP operating expenses for the nine months ended September 30, 2013 were $37.9 million, a decrease of 27.1% from $51.9 million for the corresponding period in 2012.

• Non-GAAP selling, general and administrative expenses in the nine months ended September 30, 2013 were $26.1 million, a decrease of 25.6% from $35.0 million for the corresponding period in 2012. The decrease was mainly due to the decreased personnel costs as a result of the Company's restructuring efforts and decreased legal expenses which were partially offset by the increased depreciation expenses due to acceleration of depreciation upon early termination of a lease on the Hangzhou facility.
• Non-GAAP research and development expenses in the nine months ended September 30, 2013 were $10.3 million, a decrease of 36.2% from $16.2 million for the corresponding period in 2012. The decrease was mainly due to a decrease in research and development personnel costs as a result of the Company's restructuring efforts and reduced outsourced design services.
• Non-GAAP net loss on divestiture in the nine months ended September 30, 2013 was $1.3 million, compared to non-GAAP net gain of $1.0 million in the corresponding period in 2012. The net loss on divestiture was due to the loss on disposal of NGN related assets, which was partially offset by the gain on the divestiture of the Company's DOCSIS-EOC business.

Operating Income (Loss)

Three months ended September 30, 2013 and 2012

Operating income for the third quarter of 2013 was $0.2 million, compared to operating loss of $26.7 million for the corresponding period in 2012.

Non-GAAP operating income for the third quarter of 2013 was $0.2 million, compared to non-GAAP operating loss of $6.1 million for the corresponding period in 2012.

Nine months ended September 30, 2013 and 2012

Operating loss for the nine months ended September 30, 2013 was $4.8 million, compared to operating loss of $28.4 million for the corresponding period in 2012.

Non-GAAP operating loss for the nine months ended September 30, 2013 was $4.8 million, compared to non-GAAP operating loss of $11.2 million for the corresponding period in 2012.

Other Income (Expense), Net

Three months ended September 30, 2013 and 2012

Net other income for the third quarter of 2013 was $0.8 million, compared to net other income of $6.3 million for the corresponding period of 2012. Net other income in the third quarter of 2013 primarily consisted of $0.8 million of foreign exchange gain, which was mainly from the appreciation of RMB against the U.S. dollar during this quarter. Net other income in the third quarter of 2012 primarily consisted of $6.1 million of foreign exchange gain, which was mainly from the appreciation of INR against the U.S. dollar.

Nine months ended September 30, 2013 and 2012

Net other income for the nine months ended September 30, 2013 was $4.6 million, compared to net other income of $1.7 million for the corresponding period of 2012. Net other income in the first nine months of 2013 primarily consisted of $2.8 million of foreign exchange gain, which was mainly from the appreciation of RMB against the U.S. dollar and $1.3 million from the release of the reserve for tax indemnification provided to the buyers of our subsidiary in Korea as a result of the expiration of the statute of limitations.

Equity Pick Up of Losses of an Associate

Equity pick up of losses of an associate was $2.3 million for the third quarter of 2013 and $6.7 million for the first nine months of 2013, due to 49% loss pick up from the Company's equity investment in iTV Media.

The Company consolidated iTV Media during the period from October 2010 to June 2012, as the Company held a controlling interest in iTV Media during that period. Upon the exercising of share repurchase rights in June 2012, the Company's investment in iTV Media decreased to only non-controlling preference shares in iTV Media. At that point, the Company deconsolidated iTV Media and accounted for the investment using the cost method starting from June 2012, as the preference shares of iTV Media owned by the Company were not considered as in-substance common stock.

In January 2013, the Company invested in an additional $5.0 million convertible bond issued by iTV Media, which triggered a reassessment of the Company's accounting for its investment in the preference shares. Due to the additional convertible bond investment, the preference shares of iTV Media owned by the Company now substantively participated in the risks and rewards of iTV Media, irrespective of the liquidation preferences, and were considered as in-substance common stock. Therefore, the equity method criteria had been met and the equity accounting commenced in the first quarter of 2013.

In the second quarter of 2013, the Company further invested in an additional $15.0 million convertible bonds issued by iTV Media.

iTV Media was deconsolidated by the Company in June 2012, as a result, no loss from iTV Media was consolidated in the third quarter of 2012. The Company consolidated a net loss from iTV Media of $3.1 million for the first nine months of 2012.

Net Income (Loss)

Three months ended September 30, 2013 and 2012

Net income attributable to UTStarcom's shareholders for the third quarter of 2013 was $0.4 million, compared to net loss attributable to UTStarcom's shareholders of $20.8 million for the corresponding period in 2012. Basic net income per share for the third quarter of 2013 was $0.01, compared to basic net loss per share of $0.43 for the third quarter of 2012.

Non-GAAP net income attributable to UTStarcom's shareholders for the third quarter of 2013 was $0.4 million, compared to non-GAAP net loss attributable to UTStarcom's shareholders of $0.17 million for the corresponding period in 2012. Non-GAAP basic net income per share for the third quarter of 2013 was $0.01, compared to non-GAAP basic net loss per share of $nil for the third quarter of 2012.

Nine months ended September 30, 2013 and 2012

Net loss attributable to UTStarcom's shareholders for the nine months ended September 30, 2013 was $6.7 million, compared to net loss attributable to UTStarcom's shareholders of $26.7 million for the corresponding period in 2012. Basic net loss per share for the third quarter of 2013 was $0.17, compared to basic net loss per share of $0.54 for the nine months ended September 30, 2012.

Non-GAAP net loss attributable to UTStarcom's shareholders for the nine months ended September 30, 2013 was $6.7 million, compared to non-GAAP net loss attributable to UTStarcom's shareholders of $9.6 million for the corresponding period in 2012. Non-GAAP basic net loss per share for the nine months ended September 30, 2013 was $0.17, compared to non-GAAP basic net loss per share of $0.19 for the nine months ended September 30, 2012.

Cash Flow

• Cash generated from operating activities for the third quarter of 2013 was $3.7 million.
• Cash used in investing activities for the third quarter of 2013 was $2.3 million, mainly due to a $1.2 million payment for NGN divestiture.
• Cash used in financing activities for the third quarter of 2013 was $2.7 million, mainly due to a $2.7 million collection and payment timing of the AR factoring facility with a bank.
• Cash generated from operating activities for the nine months ended September 30, 2013 was $1.9 million.
• Cash used in investing activities for the nine months ended September 30, 2013 was $22.3 million, mainly due to a $20 million convertible bond invested into iTV Media.
• Cash used in financing activities for the nine months ended September 30, 2013 was $30.7 million, due to a $30 million share repurchase program.

As of September 30, 2013, UTStarcom had cash, cash equivalents and short-term investments of $120.4 million.

Overview of Recent Key Events

Withdrawal of Non-Binding Going Private Proposal

On November 1, 2013, the Company announced that the Special Committee of its Board of Directors has received a notice from one of the directors of the Company, Mr. Hong Liang Lu, and entities affiliated with him, and Shah Capital Opportunity Fund LP ("Shah Capital") and Mr. Himanshu H. Shah that they have unanimously determined to withdraw the non-binding going private proposal dated March 27, 2013. The Company has been told that recent market conditions and the initial stage of the Company's ongoing transition into a higher-growth, more profitable business focused on providing next generation media services and broadband equipment products have made for a challenging deal environment, and this impacted the ability for Shah Capital group to secure financing for the proposed going private transaction.

Appointment of New Director

Effective November 1, 2013, the Company's Board of Directors appointed Mr. Himanshu H. Shah as a new director. Mr. Shah opts to receive no compensation for his directorship. With Mr. Shah's appointment, UTStarcom's Board of Directors will consist of eight directors.

Mr. Shah currently serves as the founder, president and chief investment officer of Shah Capital and he has more than twenty years of experience in the global capital markets. Mr. Shah received his master of business administration degree from the University of Akron and his bachelor of commerce degree from Gujarat University in India.

Mr. Wong continued, "We welcome Mr. Shah to our Board of Directors and look forward to working with him and management to improve UTStarcom for the benefit of all of our shareholders, by enhancing all aspects of our business, from our product and service offerings, to service, to employee and customer relations."

Business Outlook

While overarching trends in the first nine months of the year have indicated healthy and improving trends in the underlying business, the Company continues to view 2013 as a year of investment and continued transition.

The Company is reiterating its expectations for the full year 2013. Unprofitable revenues that were removed with the IPTV divestiture will need to be replaced and as a result, total revenues for 2013 are expected to decrease from 2012 while revenue sources are in transition. Additionally, gross margin may continue to experience some headwinds from the depreciation of the Japanese yen against the U.S. dollar as sales in Japan account for a large portion of the Company's total revenues. However, if Japanese yen exchange rates remain the same as they are now and the Company successfully continues to generate efficiencies from operations, the Company still expects that for 2013 it will achieve a degree of incremental improvement in overall financial performance compared to 2012.

Please note that the Company's current outlook is based on Japanese yen exchange rates remaining the same as they are now.

From a long-term perspective, the Company expects that its balanced focus on strategic initiatives and continuing investment in its value-added broadband business will result in a more profitable and competitive business model. The Company continues to expect profit from the new TV over IP services to become the major contributor for UTStarcom by 2015, as the new TV over IP business is expected to have gross margin exceeding 50%.

Mr. Wong concluded, "As we move into the end of 2013, we remain comfortable with our operating expectations for full year 2013. In addition, we remain optimistic about the long-term opportunities before us. We are confident that while it will take time and hard work, our clearly defined strategy positions us very well in the quickly changing and diverse media environment. Our board of directors and the management team will work closely together to drive our strategic plan forward and to explore all appropriate opportunities to maximize value for all our shareholders."

About Non-GAAP Financial Measures

To supplement the Company's consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), the Company uses certain non-GAAP financial measures, which are adjusted from results based on GAAP to exclude the effects of the results of its divested IPTV business and PHS-related deferred revenue amortization from the results of each reported period. For more information on these non-GAAP financial measures, please see the table captioned "Reconciliation of GAAP and non-GAAP Financial Data" set forth at the end of this press release.

The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding its operating performance by excluding amortization of PHS net sales and results from IPTV-related business that may not be indicative of the Company's operating performance. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its operating performance and when planning for and forecasting future periods. These non-GAAP financial measures also facilitate management's internal comparisons of the Company's current performance to its historical performance. The Company computes its non-GAAP financial measures on a consistent basis from quarter to quarter. The Company believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial information prepared in accordance with GAAP.

Third Quarter 2013 Conference Call Details

The Company's management will host an earnings conference call at 7:00 a.m. U.S. Eastern Time on November 14, 2013 (8:00 p.m. Beijing/Hong Kong Time on November 14, 2013).

The conference call dial-in numbers are as follows:

The conference ID number is 10036827.

A replay of the call will be available one hour after the end of the conference until 9:00 a.m. U.S. Eastern Time on November 21, 2013.

The conference call replay numbers are as follows:

The conference ID number for accessing the recording is 10036827.

Investors will also have the opportunity to listen to the live conference call and the replay over the Internet through the investor relations section of UTStarcom's web site at: https://www.utstar.com.

About UTStarcom Holdings Corp.

UTStarcom is focused on providing next generation media operational support services in the rapidly growing markets for TV over IP services and broadband equipment products and services. UTStarcom is committed to meeting the evolving needs of cable and broadband service providers to enable a more personalized entertainment experience. The Company sells its media operational support services and broadband equipment products and services to operators in both emerging and established broadband and cable markets around the world.

UTStarcom was founded in 1991 and listed on the NASDAQ in 2000. It has operational headquarters in