01.13.15 8K

0001361470-15-000002.txt : 20150114 0001361470-15-000002.hdr.sgml : 20150114 20150113183859 ACCESSION NUMBER: 0001361470-15-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20150112 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150114 DATE AS OF CHANGE: 20150113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAVENIR SYSTEMS INC CENTRAL INDEX KEY: 0001361470 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36171 FILM NUMBER: 15525784 BUSINESS ADDRESS: STREET 1: 1700 INTERNATIONAL PARKWAY, SUITE 200 CITY: RICHARSON STATE: TX ZIP: 75081 BUSINESS PHONE: 469-916-4393 MAIL ADDRESS: STREET 1: 1700 INTERNATIONAL PARKWAY, SUITE 200 CITY: RICHARSON STATE: TX ZIP: 75081 8-K 1 a113158k.htm 8-K 01.13.15 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2015




MAVENIR SYSTEMS, INC. (Exact name of registrant as specified in its charter)




Delaware	001- 36171	61-1489105
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1700 International Parkway, Suite 200

Richardson, Texas 75081

(Address of principal executive offices, including zip code)

(469) 916-4393

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2015, Mavenir Systems, Inc. (“Mavenir”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ulticom, Inc., a New Jersey corporation (“Ulticom”), Utah Holding Corporation, a Delaware corporation and the indirect parent corporation of Ulticom (“Utah Holding”), Mavenir Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Mavenir (“Mavenir Holdings”), and the stockholders of Utah Holding (collectively, the “Sellers”). Upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, Mavenir Holdings will acquire all of the issued and outstanding stock of Utah Holding from the Sellers (the “Acquisition”) resulting in Ulticom and Utah Holding becoming wholly-owned subsidiaries of Mavenir.

The Stock Purchase Agreement provides for an aggregate purchase price of $20.0 million in cash, subject to customary closing adjustments. Mavenir is financing the transaction with cash on hand.

The Stock Purchase Agreement provides for indemnification in the case of breaches of representations, warranties or covenants, in each case on terms which are generally customary for transactions of this nature. Sellers’ indemnification obligations are secured by a customary escrow of a portion of the purchase price.

The Acquisition is subject to customary closing conditions and is expected to close no later than January 30, 2015. The board of directors of each of Mavenir and Mavenir Holdings have unanimously approved and adopted the Stock Purchase Agreement. The Acquisition is not subject to a vote of Mavenir or Ulticom stockholders.

The foregoing is a summary of certain terms of the Stock Purchase Agreement and does not purport to summarize or include all terms of the Stock Purchase Agreement or to identify or summarize all of the other agreements related to the Acquisition.

Item 2.02 Results of Operations and Financial Condition.

On January 13, 2015, Mavenir issued a press release announcing preliminary financial results for its fiscal fourth quarter and full year ended December 31, 2014 (the “Financial Results Press Release”). A copy of the Financial Results Press Release is furnished herewith as Exhibit 99.2.

Also on January 13, 2015, Mavenir held a conference call to discuss its preliminary financial results for its fiscal fourth quarter ended December 31, 2014, as well as the Acquisition and certain financial guidance for 2014. A copy of the transcript of the conference call is attached hereto as Exhibit 99.3.

Item 7.01 Regulation FD Disclosure.

On January 13, 2015, Mavenir issued a press release announcing the Acquisition described in Item 1.01 above (the “Acquisition Press Release”). A copy of the Acquisition Press Release is furnished herewith as Exhibit 99.1.

Furnishing of Information

The information in Items 2.02 and 7.01 and in Exhibits 99.1, 99.2, and 99.3 hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Forward-Looking Statements

The statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 21E of the Exchange Act, including, without limitation, statements regarding the closing of the proposed transaction, the satisfaction of the conditions to closing, purchase price adjustments and indemnification. Forward-looking statements can generally be identified by words such as “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “target,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ may include failure to satisfy the closing conditions for the Acquisition, failure or delay in consummation of the transaction for other reasons, risks and uncertainties related to Mavenir’s ability to successfully integrate Ulticom’s operations and products, indemnification obligations and purchase price adjustments, the effect of the announcement of the proposed Acquisition on customer relationships, and the effect of the Acquisition on Mavenir’s operating results going forward. Investors should not place undue reliance on forward-looking statements in this report. Mavenir does not assume any obligation to update the forward-looking statements provided herein, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.					Description

99.1					Press Release dated January 13, 2015 announcing the acquisition of Ulticom, Inc.
99.2					Press Release dated January 13, 2015 announcing preliminary financial results for 2014 and guidance for 2015
99.3					Transcript of conference call on January 13, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	MAVENIR SYSTEMS, INC.

Date: January 13, 2015	By:	/s/ Terry Hungle
		Name: Terry Hungle
		Title: Chief Financial Officer

EXHIBIT INDEX



Exhibit No.					Description

99.1					Press Release dated January 13, 2015 announcing the acquisition of Ulticom, Inc.
99.2					Press Release dated January 13, 2015 announcing preliminary financial results for 2014 and guidance for 2015
99.3					Transcript of conference call on January 13, 2015

EX-99.1 2 exhibit99111315.htm EXHIBIT Exhibit 99.1 01.13.15

Exhibit 99.1

Mavenir Systems^® Announces an Agreement to Acquire Ulticom, Inc.

Extends next generation software portfolio to include Diameter Signaling Solutions

RICHARDSON, TX – January 13, 2015 - Mavenir Systems® (NYSE:MVNR), a leading provider of software-based networking solutions, today announced that it has signed a definitive agreement to acquire Ulticom, Inc., an industry leader in telecom signaling solutions. The acquisition is subject to customary closing conditions.

Through this acquisition, Mavenir enhances its portfolio of next generation software products and solutions to include a scalable, virtualized Diameter Signaling Controller (DSC), an increasingly critical network element which efficiently scales mobile operator networks and securely provides interoperable 4G LTE and Voice over LTE (VoLTE) services.

“Without question, the explosive growth of mobile data traffic and the increase in VoLTE deployments creates a need to better manage signaling traffic at scale,” said Pardeep Kohli, President and Chief Executive Officer, Mavenir Systems. “Tier one customers have already adopted Ulticom’s DSC, powerful evidence of the team’s expertise and strategic importance to the marketplace. Ulticom also brings deep channel relationships to Mavenir in this accretive acquisition.”

Ulticom’s Diameter software products are uniquely designed for high transaction performance with adaptive signal control capabilities that optimize elasticity and orchestration in NFV networks. As the industry transitions to NFV, Ulticom is competitively well-positioned with differentiating capabilities that simplify network design and ease the operational burden of scaling 4G LTE software networks to meet existing and accelerating rapid subscriber and traffic growth.

"We are delighted to join the team at Mavenir Systems and further enhance their growing product portfolio," said Bruce Swail, Chief Executive Officer, Ulticom. "We have been focused on our virtualized DSC software offering and in facilitating NFV for carrier cloud environments. Ulticom’s experience in global signaling is unmatched and a great fit with the innovative solutions Mavenir provides its customers."

"Ulticom brings a strong team that has successfully partnered with Mavenir and understands the global diameter and signaling control market," added Kohli. "We look forward to having them join the Mavenir team."

Closing is subject to customary conditions and is expected to be completed on or before January 30, 2015.

Conference Call

Mavenir has scheduled a teleconference today, Tuesday, January 13, 2015, at 8:30 a.m. Eastern Time to discuss the proposed acquisition. Participating in the call will be Pardeep Kohli, Mavenir’s President and Chief Executive Officer, and Terry Hungle, Chief Financial Officer. Prepared remarks will be followed by a question and answer session.

To access this call, investors can dial the toll free number 1-855-302-8830 (domestic) or 1-330-871-6073 with the ID# 63899500.

Exhibit 99.1

A replay will be available following the call on Mavenir Systems’ Investor Relations website http://investor.mavenir.com and for one week at the following numbers: 855-859-2056 (domestic) or 404-537-3406 (international) with ID# 63899500.

Forward-Looking Statements

Statements in this press release that are not historical facts, including the statements regarding Mavenir’s success in the diameter signaling market, investment by carriers in encryption and decryption systems on 4G LTE networks and the completion of the transaction are forward-looking statements. Forward-looking statements can generally be identified by words such as “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “target,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those indicated by the forward-looking statements include risks regarding the timing of the investment in signaling solutions technology by 4G LTE carriers, our ability to integrate Ulticom’s business into ours, our success in completing the acquisition, the satisfaction of the closing conditions to the acquisition, indemnification obligations and purchase price adjustments, the effect of the announcement of the proposed acquisition on customer relationships, and our ability to sell products to Ulticom’s customers. You should not place undue reliance on these forward-looking statements. Mavenir does not assume any obligation to update the forward-looking statements provided herein to reflect events that occur or circumstances that exist after the date on which the forward-looking statements were made, except as required by law.

###

Exhibit 99.1

About Mavenir:

Mavenir Systems (NYSE: MVNR) provides software-based networking solutions that enable mobile service providers to deliver next generation services over 4G LTE networks. Mavenir™ has a fully virtualized end to end portfolio of Voice/Video, Messaging and Mobile Core products that include IP Multimedia Subsystem (IMS), Evolved Packet Core (EPC) and Session Border Controller (SBC). Mavenir's solutions, based on the award-winning mOne® software platform, leverage NFV and SDN technologies for deployments on cloud-based infrastructure.

About Ulticom:

Ulticom is a leading provider of signaling software used in communications networks. With over 7,000 deployments worldwide, the company’s flagship product, Signalware, is a premier platform for the deployment of applications and services within wireless, IP, and wireline networks. Ulticom’s Diameter Signaling Controller (DSC) is a commercially deployed NFV-ready software solution that has been selected by numerous Tier One operators enabling the global transformation to 4G LTE. Software-based diameter solutions are deployed in ten carrier networks globally, two of which are among the world’s top ten Mobile Network Operators (MNOs). For over 30 years, Ulticom has delivered carrier-grade solutions that are robust and reliable, all backed by the company’s dedicated service and support. Mobile Network Operators (MNO), Signaling Hub Providers (IPX, GRX), Telecom Equipment Manufacturers (TEM) and Systems Integrators (SI) trust Ulticom solutions to optimize information and application delivery with increased efficiency and security.

CONTACT:

Media/Press

Maryvonne Tubb

Mavenir Systems, Inc.

+1 469 916 4393

pr@mavenir.com

EX-99.2 3 exhibit992mavenircorporate.htm EXHIBIT Exhibit 99.2 Mavenir Corporate Update 011315

Exhibit 99.2

Mavenir Systems® Provides Corporate and Financial Update and

Announces Financial Results Conference Call

Richardson, TX – January 13, 2015 – Mavenir Systems (NYSE: MVNR) today provided corporate and financial information as follows:


•	Agreement to acquire Ulticom, Inc., an industry leader in Telecom signaling solutions and announcement of conference call today, Tuesday, January 13, 2015, at 8:30 a.m. Eastern Time to discuss the proposed acquisition and the preliminary financial results for the fourth quarter and full year of 2014


•	Preliminary financial guidance for the first quarter and full year of fiscal 2015


•	Announcement of 2014 fourth quarter and full year financial results conference call on February 26, 2015

Agreement to Acquire Ulticom, Inc., an Industry Leader in Telecom Signaling Solutions

The company announced today in a separate press release that it entered into a definitive agreement to acquire Ulticom, Inc., subject to customary closing conditions.

Ulticom is a leading provider of telecom signaling solutions enabling the global transformation to 4G LTE, with key Diameter solutions deployed in ten tier one carrier networks globally, two of which are among the world’s top ten Mobile Network Operators (MNOs). Through this acquisition, Mavenir enhances its portfolio of next generation software products and solutions to include a scalable, virtualized Diameter Signaling Controller (DSC), an increasingly critical network element which efficiently scales mobile operator networks and securely provides interoperable 4G LTE and Voice over LTE (VoLTE) services.

Mavenir has scheduled a teleconference today, Tuesday, January 13, 2015, at 8:30 a.m. Eastern Time to discuss the proposed acquisition, the preliminary financial results for the fourth quarter and full year of 2014 and financial guidance for 2015. Participating in the call will be Pardeep Kohli, Mavenir’s President and Chief Executive Officer, and Terry Hungle, Chief Financial Officer. Prepared remarks will be followed by a question and answer session.

To access this call, investors can dial the toll free number 1-855-302-8830 (domestic) or 1-330-871-6073 with the ID# 63899500.

Preliminary Financial Results for the Fourth Quarter and Full Year 2014

Based on preliminary results, fourth quarter 2014 revenue is now expected to be between $33.5 million and $35.0 million, meeting the company’s prior guidance of $33.5 million to $35.0 million and representing a change of (1.8)% to 2.6% over the three months ended September 30, 2014, and an increase of 23.6% to 29.1% over the three months ended December 31, 2013. The Company expects the non-GAAP gross profit margin rate to be between 55.5% and 58.0%, below the prior guidance of 58.5% to 62.5%. Two of our existing VoLTE/RCS customers who were expected to buy higher margin capacity expansions in Q4 decided to postpone their purchases to Q1, 2015. This resulted in the majority of the fourth quarter revenue coming from initial production deployment, or network build out phase, and did not reflect the capacity expansions expected, adversely impacting gross profit margins.

Non-GAAP operating loss is expected to be between $(5.4) million and $(3.8) million, below our guidance of $(1.4) million and $0.3 million. The $(4.0) million to $(4.1) million shortfall in operating loss compared to guidance is made up of three elements. First, $1.5 million higher sales compensation expenses driven by higher than expected fourth

Exhibit 99.2

quarter 2014 bookings which were 35% better than anticipated in the quarter, despite two existing VoLTE/RCS customers deferring their purchases from 4Q to 1Q 2015. Secondly, $1.2 million from the gross profit margin shortfall described above, and third, $1.3 million increased operating expenses from the Stoke acquisition, for which restructuring is underway. Preliminary fourth quarter non-GAAP gross profit margin excludes depreciation, amortization and stock-based compensation expenses of approximately $0.4 million. Preliminary fourth quarter non-GAAP operating loss excludes depreciation, amortization, stock-based compensation and acquisition expenses of approximately $3.7 million.

For the full fiscal year ended December 31, 2014, the company expects revenue to be in the range of $129 million to $131 million, representing an increase of 27.9% to 29.4% over our revenue for fiscal year 2013, and meeting guidance. The Company expects to incur a non-GAAP operating loss of between $(7.0) million and $(4.3) million, below prior guidance of $(2.7) million and $(1.0) million. The larger non-GAAP operating loss is primarily due to the fourth quarter factors discussed above.

Non-GAAP gross margin is expected to be between 55.5% and 57.0%, below guidance of 57.0% and 58.0%. Preliminary full year 2014 non-GAAP gross profit margin excludes depreciation, amortization and stock-based compensation expense of approximately $1.6 million. Preliminary full year 2014 non-GAAP operating loss excludes depreciation, amortization, stock-based compensation expense and acquisition expenses of approximately $10.7 million. The lower non-GAAP gross margin is primarily due to the fourth quarter factors discussed above.

Business highlights in the fourth quarter included eight new customer wins for our next generation software products and solutions, highlighted by new customer wins with multinational mobile operator groups in each of the three regions. Strong service provider demand for Voice over Wi-Fi solutions was a key business driver in the quarter, leading to four of those new customer wins, two of which also include Voice over LTE (VoLTE).

“I am pleased with the strong business momentum that we saw in the fourth quarter, especially with key VoLTE and Rich Communication Services (RCS) wins that increase our total number of customers globally for each solution to seventeen,” said Pardeep Kohli, President and Chief Executive Officer, Mavenir Systems. “We demonstrated the impact of our strategic growth initiatives by winning four new SBC customers and two new EPC customers, bringing our total number of customers for each to eleven and three, respectively.”

The preliminary financial results in this press release reflect management’s estimates based solely upon information currently available and are subject to the completion of Mavenir’s quarter-end financial closing procedures and year-end audit. These preliminary financial results are not a comprehensive statement of the company’s financial results for the three months or full year ended December 31, 2014, and should not be considered a substitute for Mavenir’s full audited financial statements for the year ended December 31, 2014, once they become available. Actual results may vary materially from these estimated ranges based on a number of factors, and investors should not place undue reliance upon these preliminary estimates.

Preliminary 2015 Financial Guidance

Mavenir is providing preliminary guidance on the first quarter of 2015 and full year 2015 with respect to anticipated total revenue, non-GAAP gross margin, operating income and basic earnings per share. This guidance assumes the closing of the acquisition of Ulticom, discussed above.

Exhibit 99.2

First quarter of 2015


•	Revenue to range from $39.0 million to $43.0 million


•	Non-GAAP gross margin to range from 60.0% to 62.0%


•	Non-GAAP operating loss to range from $(4.0) million to $(1.3) million


•	Non-GAAP basic earnings per share to range from $(0.17) to $(0.08) (based on a forecasted, weighted-average number of shares outstanding of 29,028,013)

Full Year of 2015


•	Revenue to range from $185.0 million to $195.0 million


•	Non-GAAP gross margin to range from 62.0% to 65.0%


•	Non-GAAP operating income to range from $13.0 million to $16.0 million


•	Non-GAAP basic earnings per share to range from $0.28 to $0.36 (based on a forecasted, weighted-average number of shares outstanding of 29,333,502)

Announcement of 2014 Fourth Quarter and Full Year Financial Results Conference Call

The company will hold a conference call after market close on Thursday, February 26, 2015 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its 2014 fourth quarter and full year financial results.

The conference telephone number for the earnings call is (855) 302-8830 or (330) 871-6073 (international) with ID# 64237732.

This call will be webcast and can be accessed via Mavenir Systems’ Investor Relations website at http://investor.mavenir.com. A replay will be available following the call on Mavenir Systems’ Investor Relations website and for one week at the following numbers: (855) 859-2056 (domestic) or (404) 537-3406 (international) with ID# 64237732.

Non-GAAP Financial Measures & Definitions

In addition to disclosing financial results that are determined in accordance with U.S. GAAP, Mavenir discloses non-GAAP gross profit margin, which is a non-GAAP financial measure, as a supplemental measure, and other measures. These measures are used by management to evaluate our business and management believes these measures may help investors evaluate the Company’s fundamental operational performance. Management believes these non-GAAP measures facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax position, depreciation, amortization, stock-based compensation expense and certain other expenses. These measures are not measures of our financial performance under U.S. GAAP and should not be considered in isolation or a substitute for net loss, operating loss or other performance measures as determined in accordance with U.S. GAAP. These measures should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP when they are available.

In determining our preliminary results for the fourth quarter and full year of 2014 and our preliminary 2015 financial guidance set forth in "Preliminary Financial Results for the Fourth Quarter and Full Year 2014" and “Preliminary 2015 Financial Guidance,” we have chosen to use non-GAAP measures for all metrics other than revenue. The non-GAAP metrics exclude the effects of depreciation, amortization, foreign exchange gains or losses, stock-based compensation, interest and taxes, as adjusted for uncertain tax positions component, and non-recurring acquisition and restructuring costs. The effects of these items are difficult to forecast in advance as they relate to future foreign exchange rates and

Exhibit 99.2

future stock prices, which are subject to external factors that are difficult to predict. As a result, Mavenir does not give guidance on GAAP metrics other than revenue.

Forward-Looking Statements

Statements in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, the company’s preliminary estimates of its fourth quarter 2014 financial results under “Preliminary Financial Results for the Fourth Quarter and Full Year 2014” and the statements under “Preliminary 2015 Financial Guidance” above. Forward-looking statements can generally be identified by words such as “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “target,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects, although not all forward-looking statements contain these identifying words. These forward-looking statements represent management’s current expectations and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Mavenir to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Accordingly, investors should not place undue reliance on these forward-looking statements.

Factors that could cause actual results to differ materially from those indicated by the forward-looking statements include risks regarding the timing of the adoption of 4G by mobile service providers around the world; mobile service providers’ investment in next-generation communications technology; our ability to sell solutions to mobile service providers, particularly those serving large numbers of customers; the length and variability of the sales cycles for our solutions; actions taken by our competitors; our ability to negotiate acceptable financial terms with our mobile service provider customers; the performance of our solutions when implemented in mobile service provider networks; management’s ability to accurately forecast Mavenir’s financial results; the timing of revenues and the application of complex revenue recognition rules to such revenues; our ability to integrate Ulticom’s business into ours; our success in completing the acquisition of Ulticom and the satisfaction of the closing conditions to the acquisition; the effect of the announcement of the proposed acquisition on customer relationships; our ability to sell products to Ulticom’s customers; the results of our quarter-end closing procedures and year-end audit; and other factors described in our filings with the Securities and Exchange Commission, including under the caption “Risk Factors” and elsewhere in our annual reports on Form 10-K and quarterly reports on Form 10-Q. There is no assurance that Mavenir’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Mavenir’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. The statements in this press release are made as of the date of this press release, even though this press release is made available on Mavenir’s website or otherwise. Mavenir does not assume any obligation to update the forward-looking statements provided herein to reflect events that occur or circumstances that exist after the date on which the forward-looking statements were made, except as required by law.

Exhibit 99.2

About Mavenir:

Mavenir Systems®, mOne®, AirMessenger®, Mavenir™, mStore™, mCloud™, and Transforming Mobile Networks™ are trademarks of Mavenir Systems, Inc.

Contact:

Financial/Media

Maryvonne Tubb

469.916.4393

ir@mavenir.com

EX-99.3 4 exhibit993transcript.htm EXHIBIT Exhibit 99.3 Transcript

Exhibit 99.3

Mavenir Systems, Inc.

Announcement of Ulticom Agreement and Financial Update Conference Call Transcript

January 13, 2015

CORPORATE PARTICIPANTS

Maryvonne Tubb

Investor Relations Officer

Pardeep Kohli

President, Chief Executive Officer & Director

Terry Hungle

Chief Financial Officer

OTHER PARTICIPANTS

Brian Modoff

Deutsche Bank Securities, Inc.

Meta A. Marshall

Morgan Stanley & Co. LLC

Tal Liani

Bofa Merrill Lynch

Ryan C. Hutchinson

Pacific Crest Securities LLC

Matt Robison

Wunderlich Securities, Inc.

Sanjiv R. Wadhwani

Stifel, Nicolaus & Co., Inc.

MANAGEMENT DISCUSSION SECTION

Operator: Good morning. My name is Ellis, and I will be your conference operator today. At this time, I would like to welcome everyone to the Mavenir Systems Corporate and Financial Update Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] Thank you.

Ms. Maryvonne Tubb, you may begin your conference.

Maryvonne Tubb:

Thank you very much. Good morning, everyone. Thank you for joining us on short notice on this update conference call. With me on today's call are Pardeep Kohli, Mavenir Systems' President and Chief Executive Officer; and Terry Hungle, Mavenir Systems' Chief Financial Officer. This morning, Mavenir Systems issued press release related to

Exhibit 99.3

the topics to be covered on this call, copies of which can be accessed on our website or on the SEC's EDGAR website.

We would like to remind you that during the course of this conference call, Mavenir Systems' management may make forward-looking statements, including statements regarding the company's future financial and operating results, future market conditions, plans and objectives of management for future operations and the company's future product offerings. These forward-looking statements are not historical facts, but are rather based on Mavenir Systems' current expectations and beliefs and are based on information currently available to us.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements, including, but not limited to, those factors contained in the Risk Factors section of our annual report on Form 10-K for the year ended December 31, 2013, and in other SEC filings we make from time to time as well as our Form 10-K for the year ended December 31, 2014 when it is available. In light of Regulation FD, we advise you it is Mavenir Systems' policy not to comment on our financial guidance other than in public communications.

Please note that we will discuss certain non-GAAP measures on this call. These non-GAAP measures exclude the effects of certain expenses, specifically stock-based compensation, depreciation and amortization, foreign exchange gains and losses, interest and taxes as adjusted for uncertain tax positions, component and non-recurring acquisition and restricting costs. We will provide a detailed reconciliation of any non-GAAP measures when we release our full earnings for the fourth quarter of 2014.

So, it is my pleasure to now turn the call over to Mavenir Systems' President and CEO, Pardeep Kohli. Pardeep?

Pardeep Kohli:

Good morning. I would like to wish you a very happy new year and thanks for taking time to attend our update and first conference call in 2015. We are excited to announce the acquisition of privately-held company called Ulticom, an industry leader in telecom signaling solutions with a virtualized software-based Diameter signaling solution that is an essential element in a mobile network transformation to 4G LTE. Ulticom has deployed its Diameters in 10 carrier networks globally, two of which are among the world's top 10 mobile network operators.

Mavenir has an exciting partnership - has an existing partnership with Ulticom to resell its Diameter signaling solutions for which we already have five customers globally. With this acquisition, Mavenir will accomplish three key objectives: augment our IP core networking portfolio with Diameter signaling solution as 4G LTE networks enter the next phase in network evolution. Second, capitalize on the need for dynamic software performance to scale and interconnect mobile operator NFV networks. Third, acquire major Tier 1 customers and deep channel relationships in a transaction that is accretive to our gross margins.

Now, the first one, Mavenir enhances its portfolio of next-generation software products and solutions to include a scalable virtualized Diameter Signaling Controller, which is an increasingly critical component needed to efficiently scale mobile operator networks and secure - securely provide interoperable 4G LTE and Voice over LTE services.

Diameter and SIP are the key protocols, which comprise the signaling fabric to interconnect next-generation 4G LTE networks. And with our Ulticom's Diameter signaling solution and our own virtualized Session Border Controller, we now have the key components in our portfolio needed to address this next stage of network evolution.

Ulticom's Diameter signaling solution address three deployment models as network and VoLTE. Their Diameter signaling solution is a centralized signaling hub that simplifies network technologies as they scale up in size and complexity.

Their Diameter routing agent is deployed at the network edge to secure and efficiently interconnect operator networks to enable the roaming and service interoperability requirements and their Diameter SS7 Gateway provides an essential interworking function to bridge next-generation and legacy networks and help operators cost-effectively maintain parallel core networks. According to Exact Ventures, Diameter signaling market is forecast to grow at

Exhibit 99.3

28% annually to $1.6 billion in 2019. With major acquisitions of independent Diameter signaling vendors in the last couple of years, we believe that the changing competitive landscape has created an opportunity, which we can capitalize upon.

This transition to NFV network and growth of VoLTE traffic provides Mavenir a competitive advantage as an end-to-end supplier of software-based Diameter signaling solutions.

Second, Ulticom's Diameter software products are uniquely designed for dynamic performance with adaptive signal control capabilities that are essential to optimize elasticity and orchestration in NFV networks to intelligently scale up and grow[indiscernible] (6:10).

Ulticom's technology is aligned to Mavenir's approach of leveraging software based products and solutions to meet NFV requirements to automatically scale 4G LTE networks and adapt to variety of innovative deployment model.

As the industry transitions to NFV, Ulticom is competitively well positioned with deep experience in signaling control and a virtualized Diametric product designed to simplify the management and operations of software networks. Ulticom has deep customer and channel relationships, providing signaling control solutions to carriers in 7,000 deployments across 300 networks in over 100 countries, providing significant breadth in Mavenir's access to global markets for mobile network transformation.

Ulticom has deployed software-based Diameter solutions in 10 major mobile operators globally, which nicely complement Mavenir's broad customer base for next-generation VoLTE, RCS and IP core network solutions.

This transaction is accretive for two reasons: First, we are now going to market this product directly and are actively bidding it as part of our responses to several commercial opportunities globally. We believe we'll be able to compete more effectively with direct control over the product strategy and development and by tightly integrating Ulticom's Diameter signaling solution with our M1 software platform. Second, Ulticom's 2000 results generated over $22 million in revenue with a profitable earnings that generated positive cash flow.

Now let me take this opportunity to provide you a corporate update on the fourth quarter and 2014 calendar year. We added eight new customer wins in fourth quarter for our next-generation software products and solutions, highlighted by new customer wins with multinational mobile operator groups in each of the three regions. We experienced faster momentum with our strategic growth initiative by winning four new SPC customers and two new EPC customers in the fourth quarter, bringing our total number of customers for each solution to 11 and 3 respectively.

Strong service provider demand for Voice over Wi-Fi was a key driver in the fourth quarter leading to four of the eight new customer wins, two of which also include Voice over LTE. In addition, two existing customers that have commercially launched Voice over Wi-Fi also purchase our Evolved Packet Data Gateway to enhance their solutions with seamless mobility between LTE and Wi-Fi.

Apple's iPhone 6 introduction and support of Voice over Wi-Fi calling in iOS 8 turned out to be catalyst for mobile operators to monetize their investments in VoLTE by extending...

[indiscernible] (8:50 - 8:59)

And in fact several of our VoLTE customers have decided to put their VoLTE solutions into service for Voice over Wi-Fi calling ahead of actually launching VoLTE. Also with the introduction of Wi-Fi calling, mobile operators are beginning to innovate by introducing new services such as text messaging on airplanes, seamless mobility between LTE and Wi-Fi and free international calling.

We have seen good progress in market for both VoLTE and RCS solutions in 2014 with two new wins for VoLTE and two new customer wins for RCS in the fourth quarter, which brings the total number of customers for each solution to 17. We also anticipate increased VoLTE momentum in 2015 with several launches taking place in Western Europe and Northern Europe as well as other leading markets in other regions around the globe. With the initial wave of VoLTE launches by leading operators including solutions, launched by T-Mobile using Mavenir Converged IMS Solution, we anticipate the pace of service innovation will increase as operators focus on services and service models.

Exhibit 99.3

Beyond VoLTE, now that leading operators have next-generation all-IP core in service for voice, they have competitive infrastructure as over-the-top service providers and therefore will be able to leverage VoLTE as a platform to introduce video and Rich Communication Services as well as extend those services to a multi-device ecosystems including smartphones, tablets, laptops, web browsers, et cetera.

We're also seeing operators turn to innovative technologies such as WebRTC to enable new revenue-generating services. We are providing our WebRTC Gateway to mobile operators to extend RCS or Rich Communication Services to the web as well as expose APIs to third-party application developers to create new innovative applications that leverage operators' network. This trend is illustrated by a new customer win for our WebRTC Gateway in the fourth quarter with a large Tier-1 multinational mobile operator group.

Now Terry Hungle will provide our financial update.

Terry Hungle:

Thank you, Pardeep. Before I get started, and while Maryvonne pointed this out during her introductory remarks, I would like to remind you that unless otherwise noted, we are discussing all numbers except revenue on a non-GAAP basis. Non-GAAP numbers exclude stock-based compensation, depreciation and amortization, foreign exchange gains or losses, the uncertain tax position, component of income taxes and non-recurring acquisition and restructuring costs.

We will provide our full earnings release on February 26. And today, we are just providing a few brief highlights as a result of the Ulticom transaction. We are reconfirming our annual revenue guidance for 2014 which we provided on October 27, 2014, of $129 million to $131 million. We are also reconfirming our Q4 2014 revenue of $33.5 million to $35 million, an expected increase of 24% to 29% over Q4 2013.

Total year 2014 non-GAAP gross margin performance is expected to be in the range of 55.5% to 57%, which gets us to the low end of our guidance range. Q4 non-GAAP gross margins were lower than expected as the majority of our revenues came from initial product - production deployments or network build-out phase and did not reflect the capacity expansions that we anticipated. Two of our existing VoLTE and RCS customers, who were expected to buy a higher margin capacity expansion in Q4, postponed that purchase decision to first quarter of 2015. This will result in non-GAAP gross margin - profit margins that are lower than our guidance by between 3% and 4.5%.

Non-GAAP operating expenses are estimated to be $24 million to $24.1 million in Q4 2014 and would be $6.5 million to $6.6 million or 37% to 38% higher than they were in Q4 of 2013. The estimate for non-GAAP operating expense is $2.5 million to $3 million higher than the guidance range of $21 million to $21.6 million.

The key drivers for the increase in expenditures compared to the guidance range are: first, even with two customers postponing their purchases, our bookings were strong in the quarter, in fact they were 35% better than anticipated and this resulted in higher sales compensation costs of between $1.3 million and $1.6 million. The second factor is the Stoke acquisition. And while the Stoke acquisition will be neutral to the financial statements as we go through 2015, it added between $1.2 million and $1.4 million to our operations expenditures in Q4 of 2014. We will resolve this as we complete restructuring.

With lower gross margins than expected and the increased OpEx cost, our non-GAAP operating loss for Q4 2014 is expected to be in the range of a loss of $5.4 million to a loss of $3.8 million. And for the total year 2014, it is expected to be in the range of a loss of $7 million to a loss of $4.3 million.

Now, I'll provide our outlook for the first quarter of 2015 and also provide some directions on our total 2015. Revenue for the first quarter of 2015 is expected to be in the range of $39 million to $43 million. This includes the anticipated impact of the Ulticom acquisition. For Q1 2015, we expect non-GAAP gross profit margin percentages of 60% to 62%, which again reflect the Ulticom acquisition and the impact of the revenue recognition of one software-only project that moved from Q4 2014 to Q1 in 2015.

We expect non-GAAP operating loss for the first quarter of 2015 to be in the range of a loss of $4 million to a loss of $1.3 million. We are estimating a first quarter 2015 non-GAAP basis loss per share to be in the range of $0.17 loss to an $0.08 loss. This is based on 29 million shares on average outstanding.

Exhibit 99.3

For the total year 2015, we see revenues continuing to strengthen and with the Stoke and Ulticom acquisitions, we are now projecting our 2015 annual revenue to be in the range of $185 million to $195 million, representing annual growth against reported numbers of 43% to 49% over 2014. We expect to see total year-end non-GAAP gross profit margin at between 62% and 65% compared to the 55.5% to 57% range we're projecting for 2014. As a result, we expect non-GAAP operating income to be in the $13 million to $16 million range for 2015. We then expect that this delivers basic EPS in the range of $0.28 per share to $0.36 per share.

As noted at the beginning of the discussion, we'll provide full earnings release readout on February 26, 2015. And at the same time, we will fine tune our guidance for Q1 of 2015 and total year 2015.

Now I would turn it back to Pardeep.

Pardeep Kohli:

Terry, thanks. Now we will be happy to take a few questions.

QUESTION AND ANSWER SECTION

Operator: [Operator Instructions] Your first question comes from the line of Brian Modoff with Deutsche Bank.

......................................................................................................................................................................................................................................................

Brian Modoff

Deutsche Bank Securities, Inc.

Good morning, guys. A couple questions. One, in terms of the guide for the year, what percent of that is from your acquisitions?

Terry Hungle

Chief Financial Officer

So, let me turn it around. If we looked at what Mavenir and I am going to put Mavenir and Stoke together, because those are relatively small pieces, or the Stoke piece is relatively small. We would have anticipated that those revenues would be $165 million to $170 million and then what we're looking to do with that on the impact of the Ulticom acquisition.

Brian Modoff

Deutsche Bank Securities, Inc.

So the Ulticom acquisition is the remainder of the upward guidance?

Terry Hungle

Chief Financial Officer

Yes. So we have growth in the Mavenir-only piece plus the Stoke acquisition, which on the last call we indicated that their revenues were approximately $7 million to $9 million. I think it will be probably in that range again for 2015, and then we add in the Ulticom.

Brian Modoff

Deutsche Bank Securities, Inc.

Can you give us a rundown of the margins on Ulticom? I think these guys were public at one point a few years ago. Margins, are these more software-like margins? Can you give us a rundown of what they are like and does it...

Terry Hungle

Chief Financial Officer

Go ahead.

Brian Modoff

Deutsche Bank Securities, Inc.

Exhibit 99.3

Go ahead.

Terry Hungle

Chief Financial Officer

Sorry, Brian. Finish your question. Sorry.

Brian Modoff

Deutsche Bank Securities, Inc.

No. And does it help you at all from a quarterly standpoint from the linearity [ph] in the quarter (18:45) basis?

Terry Hungle

Chief Financial Officer

So the Ulticom margins are very much software margins. There is very little hardware in their revenue base, so their margins are very, very strong, and those margins will help us. As Pardeep indicated, the revenue range of north of $22 million for 2014, and with that they were profitable and were generating cash. So their margins are strong. That will help us. From a linearity point of view, a sizeable piece of that business, because it is the Signalware business, it is maintenance and support revenues. Definitely that's linear and helps us to some extent.

Brian Modoff

Deutsche Bank Securities, Inc.

Okay. And then last question. So strategically, and obviously you guys already had a relationship with them. Certainly understand the need for having your own diameter signaling capabilities. But what motivated you to acquire the company and how do you look about folding it into your own products and what capability you think it brings to your [ph] own other (19:48) products as well as selling them standalone? Thank you. That's my last question.

Pardeep Kohli

President, Chief Executive Officer & Director

Yes. So as we had relationship with them for over two years. We have five customers together where we have the contract and we're supplying their product. We also have bid them over in over 10 key operators now. So I think this year we believe that as more and more LTE launches happen worldwide, there is an opportunity for selling this product in Western Europe as well as in Asia-Pac.

Obviously we always decide build versus buy and we decided to not build this product two years ago and walked with Ulticom, and going forward with the migration to virtualization, I think getting this product built into our platform and to be able to offer a complete core solution in a virtualized environment will be our competitive advantage.

Brian Modoff

Deutsche Bank Securities, Inc.

Thank you.

Operator: Thank you. Your next question comes from the line of James Faucette (sic) [Meta Marshall] (20:55) with Morgan Stanley.

Meta A. Marshall

Morgan Stanley & Co. LLC

A quick question or couple of quick questions. How much of the revenue from Q4 is from VoLTE or voice over Wi- Fi wins versus some of the other new SBC or EPC wins?

Terry Hungle

Exhibit 99.3

Chief Financial Officer

I think, Meta, the best way to answer that one is that we're still going through our financial process. We haven't got those numbers fully baked down yet, but I think it's fair to say that substantially our revenues come from VoLTE and voice over Wi-Fi and some of it from the RCS, but heavier on the VoLTE and the voice over Wi-Fi. And then we'll give additional color as we get towards the end of February.

Meta A. Marshall

Morgan Stanley & Co. LLC

Okay. And then clarifying, you mentioned the Q1 gross margin guidance included the Ulticom acquisition and some of the new wins. But you didn't necessary mentioned whether the Q1 gross margin guidance included the two expected VoLTE contracts that kind of got deferred from Q4 to Q1. So, is that already built into the guidance? And do you kind of already know that those are going to kind of be purchased in Q1 or is that kind of [ph] on the come (22:25)?

Terry Hungle

Chief Financial Officer

No. So, what I did say is that we built in one of those projects, and we reflected that it was a software, a largely software-only project, and that's included in the numbers. So, there's opportunity for maybe a little bit more. But we'll refine that as we go through the rest of the quarter. But one of them is definitely built in.

Meta A. Marshall

Morgan Stanley & Co. LLC

Okay. And then two other just very quick questions. One, have you looked at realigning the compensation structure to better align bookings with expenses or are you comfortable with how it currently stands?

Terry Hungle

Chief Financial Officer

Well, I'll tell you this much, Pardeep and I are certainly discussing our plans. Our compensation plan is delivering what we ask it to deliver, which is to capture the customers, build the momentum, and put us in a position to generate - own the customer and generate very, very strong revenues. So, it's delivering on that phase. The fact that we had very, very strong bookings in the Q4 leaves us in a very, very strong position. It's unfortunate that the costs are a little bit higher, but I think we'll see the benefit of that as we move into 2015 and beyond in revenues.

Pardeep Kohli

President, Chief Executive Officer & Director

I think some of this, the good part of how the Q4 went was that we actually did get lot of bookings from new customers. So we, as you know, last year we had been doing trials and customers were about to make decisions and we were thinking it'll happen in Q2, Q3, but a lot of decisions got made in Q4 and we did get the rewards for it, but they just happened in big chunks. But good part is we did acquire a lot of good new customers and we were able to get the bookings much higher than our anticipation number even without the existing guys participating to the same extent.

Meta A. Marshall

Morgan Stanley & Co. LLC

Okay. And then just final question. Are the VoLTE wins, are those from any of the 20 trials that are kind of been going on in Latin America and Asia Pac or are they kind of existing multinational customers in Europe?

Pardeep Kohli

President, Chief Executive Officer & Director

No. These are new customers where we had been doing trials for I guess, say, three months to four months.

Meta A. Marshall

Morgan Stanley & Co. LLC

Exhibit 99.3

Okay. Thank you.

Operator: Thank you. Your next question comes from the line of Tal Liani with Bank of America.

Tal Liani

Bofa Merrill Lynch

Hey, guys. I have a few questions. First, when are you going to close Ulticom? When is it going to start contributing to the financials?

Terry Hungle

Chief Financial Officer

We anticipate closing it no later than the end of this month.

Tal Liani

Bofa Merrill Lynch

Okay.

Terry Hungle

Chief Financial Officer

[ph] End of 2015 (25:10).

Tal Liani

Bofa Merrill Lynch

Got it. My first question is on the fundamentals. What triggered the push out in these to-be customers' deployments? Was it the technology issue? Was it business decision? I'm trying to understand what triggered the push out and what gives you the confidence that it's going to happen very soon.

Pardeep Kohli

President, Chief Executive Officer & Director

So I think one of the customers - I think you can probably guess - so they had bought hardware lot more than they had software licenses for, and as they launched VoLTE in middle of last year, we were expecting that they'll consume their software licenses and they already had more hardware, so they will buy more software. It turned out, as lot of other people commented, they had some freeze in Q4 where they didn't, I guess, invest as much. So they already had the hardware and they could always use that hardware. So we looked at - in fact, we have looked at how much they used and they didn't even go beyond what they bought. So they definitely need to buy more and they have told us clearly that they will be buying it in this quarter.

And same thing I guess with one of our European operator. I think that one we are still working this through, but they've already - they bought more capacity. We already shipped the equipment. They have also to large extent accepted it. But with all the holidays and everything, we just need to make sure we are doing all the proper work we need to get done to recognize the bookings and the revenue. So the work got done. It's just that it didn't cross the enough whatever is needed for the process to be counted in.

Tal Liani

Bofa Merrill Lynch

Got it. Is this a function of availability of capable handsets or is it conditioned on anything which is outside of your control or is it just the process the way you describe it, just check all the boxes?

Pardeep Kohli

President, Chief Executive Officer & Director

I think in both cases it's the process, because in one case they just prioritized the capital money and they said, okay, I can

Exhibit 99.3

live without it for next month. And in the second case, they just ran out of time to give us the proper paperwork. But we did do all the work and hopefully we'll get that done very soon.

Tal Liani

Bofa Merrill Lynch

Got it. Now second question is about margins. You anticipate first quarter gross margin to be midpoint at 61%. But for the year you're back, again. You're down again - no, sorry, I'm looking at the wrong one, scrap this question. I'm going to go back to the margins, but in a different way. In the last four quarters, you had four disappointments of gross margin. You're guiding - I looked before the different one, but you're guiding the year, margins will go up to 62% to 65%. What could drive another year of disappointments? We're just thinking about the worst case scenario. What could drive another year of disappointments in gross margin?

Pardeep Kohli

President, Chief Executive Officer & Director

So, Tal, I guess in February, I remember, I guess when we did the very first call this year, we said we'll be in the range of 57% to 59% for the whole year. So, if you look at where we ended up, we are close to 57% at the low end. So given where we were in February last year to where we ended up, it's quite close. And as some of these things I just talked to you about, the project which I mentioned is a software only, if that had come, we would have exceeded the numbers and they would not have been an issue.

So, some of it is timing. But on the other hand, it's tough for us to look through everything. But as the market is evolving, as more and more carriers are going in a actual deployed state, the follow-on purchases don't cost us the same amount because the work is already done, and in some cases they're pure software licenses.

And the other thing is, as with our bookings, we do have good backlog. So, from there we can actually make a good judgment call on what these projects are about. So, at least we are quite confident. Terry, would you like to add?

Terry Hungle

Chief Financial Officer

No, I think that's fair. I think the key thing to us getting to the software, the software revenues that are going to drive the margins in the right direction is getting the launches made, right. And so, as we anticipate, we had, as we talked last year, late last year in our conference call, we were anticipating a couple of European customer launches in late 2014, they've been moved into the first quarter of 2015, and I think that's a key element. So, as long as

those networks get launched and as Pardeep talked in his numbers that we saw a lot of momentum coming from the Voice over Wi-Fi side. Those things will continue to help us achieve the margins. But if for some reason, the launches don't happen that's the downside scenario to all, if the launches don't happen that's the problem that we'll run into.

Tal Liani

Bofa Merrill Lynch

Got it. Last question, I know it's difficult to answer. But Ulticom is not a new company. It has been around for many years. You are a newer company, and there are culture differences. You are also a very small company relatively speaking. What are your plans on integration? How do you plan to execute integration and bridge the culture gaps and the - just the size issues et cetera?

Pardeep Kohli

President, Chief Executive Officer & Director

Yeah. So, they've only 82 people. So it's not the same company which has been I guess around for a long time. So it's a small company. The other one is that we have been working with them for over two years. We have five customers together. We actually work with them on a day-to-day basis as we bid in new accounts. And so in some ways there is already working relationship between the sales teams as well as support and the R&D teams. We actually have, I guess, [ph] supported their (31:31) software on our platform even last year. So, there has been work going on, people are familiar with each other. And as I said, they are only 80 people, total 82 actually. So, it's not a difficult to integrate.

Exhibit 99.3

Terry Hungle

Chief Financial Officer

And I guess I will just add that our plan would be to integrate them, right. We won't leave them as a standalone entity. I think the faster we can integrate them, we can address the cultural issues, but from a product and working relationships, much of that is already in place.

Tal Liani

Bofa Merrill Lynch

And do you expect any charges for the integration? Any special expenses?

Terry Hungle

Chief Financial Officer

There will be some restructuring charges, but as I described in my opening comments, we will exclude the restructuring charges from our non-GAAP performance.

Tal Liani

Bofa Merrill Lynch

Got it. Okay. Thank you.

Operator: Thank you. Your next question comes from the line of Ryan Hutchinson with Pacific Crest.

Ryan C. Hutchinson

Pacific Crest Securities LLC

Hey, good morning, guys. Congrats on the acquisition. So, I guess, my question is Ulticom did about $10 million in revenue, low-70%s gross margin before went private. So, what changes to the product set happened over the course of, I guess, a couple of years that has revenues I think in the [ph] low-$20 millions (32:48), and is that gross margin assumption accurate in terms of how we think about it moving forward? I know you've touched on it briefly in an earlier question. So, that's question number one. And then as it relates to that, you did give total 2015, but could you give us a breakout for Mavenir and Ulticom for Q1 as well because currently it looks like the Street is around $35 million, I think you've guided to the [ph] high-$30 millions (33:13), and so how much of that is Ulticom related? Thanks.

Pardeep Kohli

President, Chief Executive Officer & Director

See, regarding the products right, so as you pointed out, I mean that company has been around for a long time, but they were originally doing only SS7 solutions. Over the last three years, they have been working on the Diameter solution similar to what you saw other companies like Tekelec and other people do. So, we have been working with them on both sides, because all our SS7 products use Ulticom stack from the signaling side and we have been working with them on the Diameter solutions. And so, we have now - as I said, we have deployed them in five of our customer base. So, we are quite familiar with that product. Do you want to address the margin piece?

Terry Hungle

Chief Financial Officer

So, I mean, the margins are - I think your thinking was in the right way. I think we, I guess, addressed it in probably one of the previous questions that we very much software, very little services, very little hardware in the revenue mix. So, their margins are very high and probably north of the number you quoted, Ryan, north of the 70%. So, it's good strong margins.

Now, I think the next question you asked then was the breakout of Ulticom in Q1. So, we're assuming a January 30 type of closing arrangements, I think that's the Friday. If - assuming it's not later than that, then we would - then what we've put into our plans at this point is approximately $3 million to $4 million from Ulticom for Q1 and we'll

- if we close earlier, we can - maybe we can get a little bit more, but that's where we should be. So, I think without Ulticom, we'd be looking at 36% to 40%, somewhere in that range.

Exhibit 99.3

Ryan C. Hutchinson

Pacific Crest Securities LLC

Okay. And just to clarify the first question, having done around I guess $9 million to $10 million a quarter prior, the difference just is that is the shift in terms of their focus on the product, just to be clear there in terms...

Pardeep Kohli

President, Chief Executive Officer & Director

Yeah, but I guess the overall SS7 market went down over the last five years, right.

Ryan C. Hutchinson

Pacific Crest Securities LLC

Yeah.

Pardeep Kohli

President, Chief Executive Officer & Director

So, it's not a - so, I think they probably went through the whole cycle, which you saw other people go through, but obviously we are interested in their new products, but on the other hand, all their products give away good stable cash and we will support that as well.

Ryan C. Hutchinson

Pacific Crest Securities LLC

Okay. And then final question, just reconciling the 35% increase in bookings relative to what appears to be revenue for Q4 broadly in line with the prior guidance. I'm just trying to understand the relationship between the two. Should we think about the bookings convert to revenue over a period of two quarters, four quarters? How should we think about that? Thanks.

Terry Hungle

Chief Financial Officer

Yeah, the bulk of it will convert over four quarters with, probably looking, not necessarily at immediate next quarter, but if I said, second quarter and third quarter would be the strong quarters of 2015 from the bookings that came in in Q4.

Ryan C. Hutchinson

Pacific Crest Securities LLC

Okay. Thanks, guys.

Operator: Thank you. Our next question comes from the line of Matthew Robison with Wunderlich Securities.

Matt Robison

Wunderlich Securities, Inc.

Hi, thanks for taking my question. When you guys acquired Stoke, you described the deal terms even though it's pretty small. Can you give us a little bit more on the Ulticom deal terms? And also with your OEM versus - how does the amount of business that you'd anticipated for your resale compare to this, what looks like $20 million to

$25 million for next year from Ulticom. And then I guess, Terry, on the share count, you didn't get any EPS or share count specifics for the fourth quarter, and you talked about basic share count for 2015. Can you give us a little perspective on what we should be looking at in terms of fully diluted share count when you turn profitable and maybe a little background on the absence of these EPS guidance for the fourth quarter?

Terry Hungle

Chief Financial Officer

Yeah. So I guess first thing, I'd say Matt is that this was just intended to be a brief highlight and we'll definitely get into all the

Exhibit 99.3

details as we do our earnings release on February 26. But let's go back through the questions again. So, deal terms...

Pardeep Kohli

President, Chief Executive Officer & Director

Purchase price?

Terry Hungle

Chief Financial Officer

Purchase price, it's an all cash transaction for approximately $20 million or for $20 million there is customary closing conditions, those kinds of things, but it's an all - we're purchasing the stock of the company, and that's the transaction. Okay? Share count, the basic EPS, I guess we'd look - I guess for 2015, we'd be talking $29.3 million to $29.5 million. And on a fully diluted basis, we'd be looking at approximately $32 million, we'll crisp that up for the next call, but that's the rough ranges at this point.

Matt Robison

Wunderlich Securities, Inc.

So the $20 million, can you talk what's the mix of SS7 versus diameter for Ulticom?

Terry Hungle

Chief Financial Officer

Well, yeah - I mean - I guess the way we'd put it is that the SS7 has been the biggest piece of their business. [ph] Its slots (38:50) are slightly declining and the diameter piece is growing at a pretty rapid pace. So again we know what those numbers are, we'll factor in as we look forward how that's going to affect us.

Pardeep Kohli

President, Chief Executive Officer & Director

I mean in our own business we did last year, about $4 million of our revenue came by selling their product. So obviously, there is some overlap but it's growing pretty good from their perspective.

Matt Robison

Wunderlich Securities, Inc.

So we could kind of look at that $22 million growing to a range of $20 million to $25 million, if you take the $4 million, you can maybe think of that as in terms of the organic growth of Ulticom maybe that's more like $24 million to $29 million?

Terry Hungle

Chief Financial Officer

Probably a little, not quite that high as the high end, right, because as I said, the SS7 business is flat to slightly declining and that's offsetting some of the growth rate. The growth is on the smaller base, so good growth there. It doesn't quite offset some of the smaller decline on the bigger base.

Matt Robison

Wunderlich Securities, Inc.

Okay. And the two that slipped, you got one, you think it's going to happen this quarter; did it already happen this quarter?

Terry Hungle

Chief Financial Officer

It hasn't happened yet this quarter.

Matt Robison

Exhibit 99.3

Wunderlich Securities, Inc.

Okay. Thanks a lot.

Operator: Thank you. Your next question comes from the line of Sanjiv Wadhwani with Stifel.

Sanjiv R. Wadhwani

Stifel, Nicolaus & Co., Inc.

Thanks. Just two small questions. One is, it looks like you had four or five customers that you've jointly sold to, but can you talk about a) how many customers Ulticom has and how many are overlapping customers versus being new customers for you, just given that, I think that was one of the basis of the acquisition that you probably get exposure to some brand new Tier 1s?

Pardeep Kohli

President, Chief Executive Officer & Director

So, I think, they have 10 customers and five of them are through us.

Sanjiv R. Wadhwani

Stifel, Nicolaus & Co., Inc.

Okay. So there are five customers that would be brand new to you basically.

Pardeep Kohli

President, Chief Executive Officer & Director

That's correct.

Sanjiv R. Wadhwani

Stifel, Nicolaus & Co., Inc.

Got it. Okay. And then just any clarity on the competitive dynamic in the diameter signaling market, I know there are a couple of players over there that have been acquired. But just in terms of market share, would you say that Ulticom is sort of in the top two, top three, just any clarity of that would be helpful? Thanks.

Terry Hungle

Chief Financial Officer

I mean, I think you're probably familiar, right. So Oracle acquired Tekelec and Acme Packet, so they together had close to 75% market share. Traffix got acquired by F5, so they had another, I guess, 10% to 15%. And the others were quite small, all of them including Ulticom. But I think that's a story which largely came from the North American market, but as the VoLTE and LTE launches happen in Europe and in Asia-Pac, I think there is an opportunity now for everybody to go acquire that market and timing is right for us to get into this space.

Sanjiv R. Wadhwani

Stifel, Nicolaus & Co., Inc.

Got it. All right. That's helpful. Thank you.

Operator: Thank you. Our next question comes from the line of James Faucette (sic) [Meta Marshall] (42:13) with Morgan Stanley.

Meta A. Marshall

Morgan Stanley & Co. LLC

Circling back on one last thing. I guess were you surprised, because I guess our question is with kind of both networks being live and devices and the iPhone 6 kind of being out. So, there being kind of enough devices in the market, why there

Exhibit 99.3

weren't kind of have been more VoLTE licenses purchased, kind of by North American carriers in the fourth quarter? So, is it that their launches are going slower than expected or they're just deferring purchases or that they had just bought so much ahead of time that we've been kind of blow through capacity in this quarter? Thanks.

Pardeep Kohli

President, Chief Executive Officer & Director

So, I mean, this maybe you're right where customer had the hardware and they had software licenses. So, let's say, I'm just giving you example numbers, these are not real numbers that if somebody had a hardware of $10 million and they had brought licenses of $3 million, they knew that okay if they needed $5 million, it will run, because hardware is there and it's only a matter of buying [ph] two (43:19). So, I think, as I said, in some cases, they did exceed with all the sales they made in the fourth quarter, they did exceed the number of $3 million as an example. But what can we do, I mean we're not - so, we just have to - and they told us clearly, that we may exceed, but we'll give you POs in next quarter. So, these are those kind of scenarios.

Meta A. Marshall

Morgan Stanley & Co. LLC

Okay. Thanks.

Pardeep Kohli

President, Chief Executive Officer & Director

In fact, I guess to answer your question another way, is also based on what we have seen the VoLTE, I guess the ramps have been very good. And in the customer base, which I guess whenever these carriers announce, you'll find that they have been able to ramp up quite fast.

Meta A. Marshall

Morgan Stanley & Co. LLC

Great. Thank you.

Operator: Thank you. We have reached the allotted time for questions and answers. I would now like to turn the call back over for closing remarks.

Maryvonne Tubb

Investor Relations Officer

Thank you all for your time today. And that's all for today. Thank you.

Operator: Thank you. That does conclude today's conference. You may now disconnect.

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