8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 16, 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 2.01 Completion of Acquisition or Disposition of Assets.

On January 16, 2015, Mavenir completed the acquisition contemplated by the previously announced Stock Purchase Agreement with the stockholders (the "Sellers") of Ulticom, Inc., a New Jersey corporation (“Ulticom”), and Utah Holding Corporation, a Delaware corporation and Ulticom's indirect parent ("Utah Holding"). Upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, Mavenir Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Mavenir, acquired all of the issued and outstanding stock of Utah Holding from the Sellers (the “Acquisition”) resulting in Ulticom and Utah Holding becoming indirect wholly-owned subsidiaries of Mavenir.

As permitted by Item 9.01 of Form 8-K, the Company indicated in the initial Form 8-K that it would file financial statements for Ulticom and pro forma financial information reflecting the effect of the Acquisition by amendment to the initial Form 8-K.  This amendment Form 8-K/A is being filed to provide the financial statements of Ulticom and pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. The audited consolidated financial statements of Utah Holding Corporation and Subsidiaries as of and for the year ended December 31, 2014 and accompanying notes are filed herewith as Exhibit 99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information of the Company as of and for the fiscal year ended December 31, 2014 giving effect to the acquisition of Ulticom is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated by reference herein.

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Ernst & Young LLP, Independent Auditors of Utah Holding Corporation
99.1	Audited consolidated financial statements of Utah Holding Corporation and Subsidiaries as of and for the year ended December 31, 2014 and accompanying notes
99.2	Unaudited pro forma condensed consolidated financial statements and accompanying notes

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: April 1, 2015	By:	/s/ Terry Hungle
		Name: Terry Hungle
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Ernst & Young LLP, Independent Auditors of Utah Holding Corporation
99.1	Audited consolidated financial statements of Utah Holding Corporation and Subsidiaries as of and for the year ended December 31, 2014 and accompanying notes
99.2	Unaudited pro forma condensed consolidated financial statements and accompanying notes

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the registration statements on Forms S-8 of Mavenir Systems, Inc. (Reg. Nos. 333-192149, 333-194127 and 333-202138) and the registration statement on Form S-4 of Mitel Networks Corporation (Reg. No. 333-203167) of our report dated March 31, 2015, with respect to the audited consolidated financial statements of Utah Holding Corporation and subsidiaries as of and for the year ended December 31, 2014, which report appears in this Current Report on Form 8-K/A of Mavenir Systems, Inc. dated April 1, 2015.

/s/ Ernst and Young LLP

Philadelphia, PA

March 31, 2015

EX-99.1

Exhibit 99.1

CONSOLIDATED FINANCIAL STATEMENTS

Utah Holding Corporation and Subsidiaries

Year Ended December 31, 2014

With Report of Independent Auditors

Utah Holding Corporation and Subsidiaries

Index

December 31, 2014

	Page(s)
Report of Independent Auditors	1
Consolidated Financial Statements:
Balance Sheet	2
Income Statement and Comprehensive Income	3
Statement of Cash Flows	4
Statement of Stockholders’ Equity	5
Notes to Financial Statements	6

Report of Independent Auditors

Board of Directors of Utah Holdings Corporation.

We have audited the accompanying consolidated financial statements of Utah Holding Corporation and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2014, and the related consolidated income statement, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Utah Holding Corporation and subsidiaries at December 31, 2014, and the consolidated results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst and Young LLP

Philadelphia, Pennsylvania

March 31, 2015

Utah Holding Corporation and Subsidiaries

Consolidated Balance Sheet

			December 31,
(in thousands, except share and per share information)			2014
Assets
Current assets
	Cash and cash equivalents		$	2,888
	Accounts receivable		4,822
	Inventories, net		157
	Prepaid expenses and other current assets		514
	Income taxes receivable		64
	Deferred taxes, net		727
		Total current assets	9,172
Property and equipment, net			172
Goodwill			4,948
Intangible asset, net			581
Other assets			145
Deferred taxes, net			2,959
		Total assets	$	17,977
Liabilities and Stockholders' Equity
Current liabilities
	Accounts payable		$	411
	Accrued expenses		1,615
	Deferred revenue		1,846
		Total current liabilities	3,872
Noncurrent liabilities
	Long term capital lease		32
	Deferred revenue		470
		Total liabilities	4,374
Commitments and contingencies
Stockholders' equity
		Common stock; $.01 par value; 1,000 shares authorized;
		100 shares issued and outstanding	—
	Additional paid-in capital		8,084
	Retained earnings		5,561
	Accumulated other comprehensive income		(42		)
		Total stockholders' equity	13,603
		Total liabilities and stockholders' equity	$	17,977

See accompanying notes.

The accompanying notes are an integral part of these financial statements.

2

Utah Holding Corporation and Subsidiaries

Consolidated Income Statement and Comprehensive Income

			For the year ended
(in thousands)			December 31, 2014
Revenues:
	Products		$	11,627
	Services		10,775
		Total revenues	22,402
Cost of revenues:
	Products		1,724
	Services		2,107
		Total cost of revenues	3,831
Gross profit			18,571
Operating expenses:
	Research and development		5,348
	Selling, general and administrative		7,772
	Amortization of intangible asset		53
Income from operations			5,398
	Other income (expense), net		(9		)
Income before income tax expense			5,389
	Income tax expense		1,917
Net income			$	3,472
Net income			$	3,472
Other comprehensive income (expense)
	Foreign currency translation adjustment		(42		)
Total other comprehensive income (expense)			(42		)
Total comprehensive income			$	3,430

See accompanying notes.

The accompanying notes are an integral part of these financial statements.

3

Utah Holding Corporation and Subsidiaries

Consolidated Statement of Cash Flows

					For the year ended
(in thousands)					December 31, 2014
Cash flows from operating activities
	Net income				$	3,472
	Adjustments to reconcile net income to net cash provided
		from operating activities:
		Amortization of intangible asset			53
		Depreciation			110
		Bad debt			214
		Deferred income taxes			321
	Changes in operating assets and liabilities
			Accounts receivable		(419		)
			Inventories		(49		)
			Prepaid expenses and other current assets		(199		)
			Accounts payable and accrued expenses		396
			Deferred revenue		(309		)
				Net cash provided from operating activities	3,590
Cash flows from investing activities
	Purchases of property and equipment				(75		)
				Net cash provided from investing activities	(75		)
Cash flows from financing activities
	Dividend distribution				(6,500		)
	Payments on capital lease obligation				(5		)
				Net cash used in financing activities	(6,505		)
	Effect of exchange rate changes on cash and cash equivalents				(1		)
Net increase in cash and cash equivalents					(2,991		)
Cash and cash equivalents beginning of year					5,879
Cash and cash equivalents end of year					$	2,888
Supplemental disclosures of non-cash investing and financing activities:
	Purchase of equipment under capital lease				$	55
Supplemental disclosures of cash flow information:
	Cash paid during the year for income taxes				$	1,632

See accompanying notes.

The accompanying notes are an integral part of these financial statements.

4

Utah Holding Corporation and Subsidiaries

Consolidated Statement of Stockholders’ Equity

								Accumulated
(in thousands, except shares)	Common Stock		Additional					Other			Total
		Par	Paid-in			Retained		Comprehensive			Stockholders'
	Shares	Amount	Capital			Earnings		Income			Equity
Balance at December 31, 2013	100	—	$	14,584		$	2,089	$	—		$	16,673
Dividend distribution			(6,500		)						(6,500		)
Comprehensive income:
Net income						3,472					3,472
Foreign currency translation								(42		)	(42		)
Total comprehensive income											3,430
Balance at December 31, 2014	100	—	$	8,084		$	5,561	$	(42	)	$	13,603

See accompanying notes.

The accompanying notes are an integral part of these financial statements.

5

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014

1.    Description of Business and Merger Transaction

Utah Holding Corporation (“Utah”), a Delaware corporation, together with its subsidiaries (collectively, the “Company”) designs, develops, markets, licenses, and supports network signaling solutions software and hardware for use in the communications industry.

Ulticom, Inc. (“Ulticom”) is wholly owned by Utah Intermediate Holding Corporation (“Intermediate”), which is owned by Utah Holding Corporation which in turn is owned by certain private equity investment funds sponsored by Platinum Equity, LLC (such funds, “Platinum”).

On December 3, 2010 (“Merger Date”), Ulticom became a wholly-owned subsidiary of Intermediate when Utah Merger Corporation, a subsidiary of Intermediate, merged with and into Ulticom (the “Merger”).

2. Significant Accounting Policies

Principles of Consolidation - The consolidated financial statements include the accounts of Utah and its subsidiaries, each of which is wholly owned. All intercompany balances and transactions have been eliminated.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company evaluates these estimates and judgments on an ongoing basis, and the estimates are based on experience, current and expected future conditions, third-party evaluations and various other assumptions that the Company believes are reasonable under the circumstances. The results of estimates form the basis for making judgments about the carrying amounts of assets and liabilities, as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions.

Revenue and Expense Recognition - Product revenues, which include software license and hardware revenue (typically, interface boards), are generally recognized in the period in which persuasive evidence of a sale or service arrangement exists, the products are delivered and accepted by the customer, the fee is fixed and determinable, and collection is considered probable. When the Company has significant obligations subsequent to shipment, revenues are not recognized until the obligations are fulfilled. Revenues from arrangements that include significant acceptance terms are not recognized until acceptance has occurred. The Company provides its customers with post-contract support services, which generally consist of bug-fixing and telephone access to the Company’s technical personnel for a period that typically lasts twelve months, but may also include the right to receive unspecified product updates, upgrades, and enhancements, when and if available. Generally, revenues from post-contract support services are recognized ratably over the arrangement’s contract period and are included in service revenues. When included in the sale of an initial software license, post-contract support services represent the only significant undelivered element. Revenue relating to post-contract support services included in the initial licensing fee of any of the Company’s multiple-element revenue arrangements is measured based on vendor-specific objective evidence, which is generally the price charged when the element is sold separately.

Deferred revenue consists primarily of post-contract maintenance and support services, for which amounts have been collected from customers pursuant to terms specified in contracts in advance of recognizing the related revenues. All costs associated with amounts recorded to deferred revenue are expensed as incurred.

6

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

Cost of revenues includes employee salaries and related benefits, material costs, depreciation and amortization, an overhead allocation, as well as other costs associated with revenue-generating activities. Research and development costs include employee salaries and related benefits as well as travel, depreciation of research and development equipment, an overhead allocation, as well as other costs associated with research and development activities. Selling, general and administrative costs include employee salaries and related benefits, travel, depreciation and amortization, marketing and promotional materials, recruiting expenses, professional fees, facilities costs, as well as other costs associated with sales, marketing, finance, and administrative departments.

Expenses incurred in connection with research and development activities and selling, general and administrative expenses are charged to operations as incurred. Shipping and handling fees and expenses that are billed to customers are recognized in revenue and the costs associated with such fees and expenses are recorded in selling, general and administrative expenses. Historically, these fees and expenses have not been material.

Income Taxes - The Company files a consolidated U.S. federal income tax return and its income tax provision consists principally of federal, state and foreign income taxes. Current income tax liabilities and assets are recognized for the estimated taxes payable or refundable for the current income tax period. Deferred income tax assets and liabilities are recognized for the anticipated future tax consequences attributable to the temporary differences that exist between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The portion of any deferred income tax asset for which it is more likely than not that a tax benefit will not be realized is offset by recording a valuation allowance. The future realization of the tax benefit of an existing temporary difference ultimately depends on the generation of future taxable income during the periods in which the temporary difference becomes deductible. In making its assessments regarding the realizability of its deferred tax assets and the need for a valuation allowance, the Company’s management makes judgments and estimates of future taxable income that may be available under the tax law to realize the related tax benefits, including scheduled reversals of existing taxable temporary differences, projected taxable income exclusive of temporary differences and tax planning strategies.

The Company recognizes the impact of an income tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Measurement of the tax position’s effect on the income tax provision is based on the largest amount of benefit that is greater than 50% likely of being realized upon the ultimate settlement. Differences between the amount of benefits taken or expected to be taken in the Company’s income tax returns and the amount of benefits recognized based on this evaluation and measurement of the related tax positions represent the unrecognized income tax benefit, which is reflected as a liability.

The Company includes interest and penalties related to unrecognized tax benefits in interest expense in the consolidated statement of operations.

Cash and Cash Equivalents - The Company’s cash equivalents consist of highly liquid investments with original maturities of three months or less, when acquired.

Inventories - The Company’s inventories consist of finished goods. Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. The Company reduces inventory for excess and obsolete product, based primarily on future demand forecasts.

7

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

Property and Equipment - Property and equipment are reported in the consolidated balance sheet at cost less accumulated depreciation. The Company depreciates newly acquired furniture and equipment using the straight-line method of depreciation over the estimated economic life, ranging from three to seven years. Leasehold improvements are amortized over the lesser of the term of the respective lease or the estimated useful lives of the improvements. The cost of repairs and maintenance are expensed as incurred. Significant renewals and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resulting gain or loss is recognized in the consolidated statement of operations.

Intangible Asset – Anintangible asset with a finite life is amortized over the estimated periods of benefit using a method identified by the Company’s management that reflects the pattern in which the economic benefits of the intangible asset are consumed. If the periodic economic benefits are not expected to vary significantly during its estimated useful life, the intangible asset is amortized using the straight-line method.

Long-Lived Assets - All long-lived assets used in the Company’s operations are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed based on the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of these cash flows is less than the carrying amount of the asset, an impairment of the asset is presumed to exist. Any impairment loss, if indicated for a long-lived asset, is measured as the amount by which the carrying amount of the long-lived asset exceeds its estimated fair value and is recognized as a reduction in the carrying amount of the asset. When any long-lived asset is retired or disposed of, the cost and accumulated depreciation or amortization thereon is removed and any resulting gain or loss is recognized in the consolidated statement of operations.

Goodwill - Goodwill is the excess of the purchase price paid over the fair value of the net assets of a business acquired in a purchase business combination. Goodwill is not amortized, but rather is reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment exists when the carrying amount of goodwill exceeds its implied fair value and an impairment loss is recognized for this excess.

Fair Value of Financial Instruments -The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of those instruments.

Fair Value Measurements - Any measurement of the fair value of an asset or liability is based on the price that would be received to sell the asset or the price to transfer the liability in an orderly transaction between market participants exclusive of any transaction costs, and is determined by either the principal market or the most advantageous market. Valuation techniques used by the Company to determine fair value are dependent upon assumptions that market participants would use in pricing the asset or liability, referred to as inputs to the valuation technique. Inputs generally range from market data from independent sources (i.e., observable inputs) to data based on assumptions about the assumptions market participants would use in pricing the asset developed by the Company based on the best information available in the circumstances (i.e., unobservable inputs). For each asset or liability being valued, the inputs to the valuation technique used to measure fair value are ranked by the Company according to their market price observability as being one of the following levels:

Level 1 – Quoted prices in active markets for identical instruments;

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

8

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Concentrations of Credit Risk - Financial instruments, the carrying amounts of which potentially expose the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company believes no significant concentration of credit risk exists with respect to its cash equivalents.

The Company sells its products to customers who are dispersed across many geographic regions and who are principally in the communications industry. Five customers accounted for approximately 80% of gross accounts receivable as of December 31, 2014. The Company’s accounts receivable presented in the consolidated balance sheet is as follows:

	December 31,
(in thousands)	2014
Accounts receivable
Accounts receivable, gross contractual amount	$	4,822
Accounts receivable	$	4,822

The Company analyzes the collectability of accounts receivable each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the current creditworthiness of each customer, current and historical collection history and the related aging of past-due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment.

Management does not believe that these risk concentrations represent a significant risk of material loss with respect to its consolidated financial position at December 31, 2014.

Foreign Currency Translation - In preparing the consolidated financial statements, Ulticom is required to translate the financial statements of its foreign subsidiaries from their local currencies, which are their functional currencies, into U.S. dollars. Translation gains or losses are recorded in cumulative translation adjustments, which is a separate component of stockholder’s equity under the caption accumulated other comprehensive income. Exchange rate gain or losses resulting from transactions denominated in a currency other than the functional currency of any of the entities are recognized in the consolidated statement of operations.

3. Inventories

As of December 31, 2014, inventories consisted of the following:

		December 31,
(in thousands)		2014
Finished goods		$	157
	Inventories	$	157

9

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

4. Property and Equipment, Net

As of December 31, 2014, property and equipment, net consisted of the following:

		December 31,
(in thousands)		2014
Equipment		$	1,148
Furniture		27
Leasehold improvements		81
		1,256
Less: Accumulated depreciation		(1,084		)
	Property and equipment, net	$	172

Depreciation expense was approximately $0.11 million for the year ended December 31, 2014

5. Goodwill and Intangible Asset

As of December 31, 2014, goodwill and intangible asset balances consisted of the following:

		December 31,
(in thousands)		2014
Goodwill		$	4,948
Finite-lived intangible asset
	Customer relationships	$	798
Less: Accumulated amortization		(217		)
Intangible asset, net		$	581

The recorded amount of goodwill in the Company’s consolidated balance sheet was the result of applying acquisition accounting in the Merger. The Company has engaged an independent valuation review which includes the necessary tests for impairment of goodwill under the requirements of FASB Accounting Standards Codification (“ASC”) Section 350. Based on the review and analysis, goodwill was not impaired at December 31, 2014.

As of December 31, 2014, the estimated aggregate amortization expense for the intangible asset to be recognized for each of the five succeeding years was as follows:

(in thousands)
Years ending December 31,
2015	$	53
2016	53
2017	53
2018	53
2019	53
Thereafter	316
Total	$	581

10

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

6. Accrued Expenses

As of December 31, 2014, accrued expenses consisted of:

	December 31,
(in thousands)	2014
Accrued compensation and benefits	$	1,395
Accrued professional fees	72
Other accrued expenses	148
Accrued expenses	$	1,615

7. Capital Structure

As of December 31, 2014, Utah Holding Corporation’s capital structure consisted of 100 shares of common stock, all of which are held by certain private equity investment funds sponsored by Platinum Equity, LLC (such funds, “Platinum”).

8. Income Taxes

The Company’s income tax expense consisted of the following:

			For the year ended
(in thousands)			December 31, 2014
Current income tax expense
	Domestic		$	1,301
	Foreign		295
	Total		1,596
Deferred income tax expense
	Domestic		321
	Foreign		—
	Total		321
		Income tax expense	$	1,917

The Company’s income (loss) before income tax expense was as follows:

		For the year ended
(in thousands)		December 31, 2014
United States		$	6,450
Foreign		(1,061		)
	Income before income tax expense	$	5,389

11

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

As of December 31, 2014, the Company’s net deferred income tax asset consisted of the following amounts of deferred tax assets and liabilities:

		December 31,
(in thousands)		2014
Deferred income tax assets
Accrued compensation-related expenses		$	97
Reserves, deferrals and other accrued expenses		458
Depreciation		137
Inventories		43
Net operating losses and tax credits		3,363
		4,098
Valuation allowance		(199		)
	Total deferred income tax assets	3,899
Deferred income tax liabilities
Amortization of intangible assets		212
	Total deferred income tax liabilities	212
	Net deferred income tax asset	$	3,687

As of December 31, 2014, the Company had federal net operating loss and alternative minimum tax credit of approximately $2.7 million and $2.0 million respectively, foreign tax credit carryforward of approximately $300 thousand, and state net operating loss carryforwards that totaled approximately $4.3 million. The federal net operating loss, foreign tax credit and state net operating loss carryforward periods begin to expire in 2029, 2023 and 2023, respectively. The alternative minimum tax credit can be carried forward indefinitely. Utilization of net operating loss and tax credit carryforwards to offset future taxable income in any one year may be limited upon the occurrence of certain substantial changes in ownership of the Company, as statutorily defined.

The Company provides for no valuation allowance against all of its deferred income tax assets, except foreign tax credit carryforwards (net of the tax effect of the deduction), as management determined it more likely than not that the benefits attributable to such deferred tax assets will be realized in future tax periods. In the year ended December 31, 2014, the valuation allowance decreased by $0.9 million.  The decrease in valuation allowance resulted from amended returns that were filed reducing foreign tax credit carry forwards.  Since the foreign tax credit was reduced, the corresponding valuation allowance also decreased.

As of December 31, 2014, Ulticom’s foreign subsidiaries had no undistributed earnings. Accordingly, no income tax expense related to undistributed earnings has been provided.

Income tax expense for the year ended December 31, 2014 was different from the amount computed by applying the U.S. federal income tax rate of 34% due to the following items: permanent items, the impact of foreign withholding taxes, the impact of amended tax returns to deduct foreign taxes offset by the change in valuation allowance, and state taxes.

12

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

As of December 31, 2014, tax years beginning with tax year 2010 remained open and subject to examination by the Internal Revenue Service and by the taxing jurisdictions in the countries in which Ulticom’s subsidiaries operated. As of December 31, 2014, tax years beginning with tax year 2009 remained open and subject to examination by state taxing jurisdictions. The Company’s tax returns remained open for longer than the 3 and 4 year federal and state statutes due to the carryforward of net operating losses.

As of December 31, 2014, the Company recorded $0.03 million liability for unrecognized income tax benefits associated with uncertain tax positions.  The Company does not expect any significant changes in its liability for unrecognized income tax benefits during the next 12 months.  Interest and penalty is included in the liability and is immaterial to the financial statements.  The entire amount less interest and penalties would impact the effective rate if recognized.

9. Commitments and Contingencies

Operating Leases

The Company leases office space under non-cancelable operating leases. Rent expense approximated $0.6 million for the period ended December 31, 2014. As of December 31, 2014, annual future minimum lease payments for all significant non-cancelable operating leases were as follows:

(in thousands)
Years ending December 31,
2015	$	464
2016	367
2017	96
2018	—
2019	—
Thereafter	—
Total future operating lease payments	$	927

Capital Leases

On June 3, 2014, the Company entered into a 36 month capital lease for a storage area network device including implementation services totaling $55,000. As of December 31, 2014, the current and long term balances were approximately $18,000 and $32,000, respectively, including accumulated depreciation of $9,000. Future minimum lease payments for 2015, 2016 and 2017 are $21,000, $21,000, and $15,000 for a total of $57,000.

Purchase Obligations

As of December 31, 2014, the Company had no significant commitments under purchase agreements with suppliers.

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of loss to be minimal.

13

Utah Holding Corporation and Subsidiaries

Notes to Consolidated Financial Statements (continued)

December 31, 2014

10. Employee Retirement Plans

As of December 31, 2014, the Company was committed to make defined contributions for employee pensions on behalf of substantially all of its U.S. employees and certain foreign employees. The expense recorded for the Company portions of these contributions was approximately $0.2 million for the year ended December 31, 2014.

11. Related Party Transactions

In 2010, Utah Holding Corporation entered into a Corporate Advisory Services Agreement with Platinum Equity Advisors, LLC (“Advisors”), an affiliate of Platinum, pursuant to which Advisors provides management services to Utah and its subsidiaries, which includes the Company, for a fee of up to $5 million per year, plus expenses. These fees for 2014 totaled $0.5 million and are included in selling, general and administrative expenses in the consolidated statement of operations.

12. Subsequent Events

The Company has evaluated events and transactions for potential recognition or disclosure through March 31, 2015, which was the date the financial statements were available to be issued.

On January 16, 2015, Utah was acquired by Mavenir Systems, Inc. (“Mavenir”) pursuant to an Agreement and Plan of Merger, dated as of January 12, 2015. Under the terms of the Agreement and Plan of Merger, Mavenir paid $20.0 million in cash, subject to certain closing adjustments, for all outstanding shares of Utah. Subsequent to December 31, 2014 and prior to the date of acquisition of the Company by Mavenir, the Company made cash distributions of $3.6 million to Platinum.

On February 28, 2015, Mavenir entered into a definitive merger agreement in which Mitel Networks Corporation (“Mitel”) will acquire all the outstanding shares of Mavenir’s common stock in a cash and stock deal valued at approximately $560.0 million (based on the closing price of Mitel shares on February 27, 2015).  The merger is expected to close in the second quarter of 2015.

14

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Mavenir completed acquisitions of Ulticom on January 16, 2015 and Stoke on November 18, 2014. The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Mavenir Systems, Inc. (Mavenir), Utah Holding Corporation (hereinafter “Ulticom”) and Stoke, Inc. (Stoke) after giving effect to the acquisition of the Ulticom and Stoke entities by Mavenir and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

Mavenir’s, Ulticom’s and Stoke’s fiscal years all end on December 31. The unaudited pro forma condensed combined balance sheet as of December 31, 2014 is based on the historical balance sheets of Mavenir and Ulticom as of December 31, 2014 and has been prepared to reflect the acquisition of Ulticom as if it had occurred on December 31, 2014. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 combines the results of Mavenir, Ulticom and Stoke for the fiscal year ended December 31, 2014. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 has been prepared as though the acquisitions occurred on January 1, 2014, the first day of Mavenir’s 2014 fiscal year.

The preliminary allocations of the Ulticom and Stoke purchase price used in the unaudited pro forma condensed combined financial information is based on preliminary estimates and currently available information. These assumptions and estimates, which cannot be finalized at the time of this filing, will be revised as additional information becomes available and upon the finalization of the valuation of Ulticom’s and Stoke’s assets and liabilities.

The unaudited pro forma condensed combined financial information is not intended to represent what Mavenir’s financial position or results of operations would actually have been if the merger had occurred on those dates or to project the Company’s results of operations for any future period. Since Mavenir and the entities included in this pro forma were not under common control or management for any period presented, the unaudited pro forma condensed combined financial results may not be comparable to, or indicative of, future performance. The unaudited pro forma condensed combined financial information does not include any adjustments for liabilities resulting from integration planning. Mavenir management is in the process of assessing the costs associated with integration.

The unaudited pro forma condensed combined financial information included herein has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

The unaudited pro forma condensed combined financial information should be read in conjunction with (i) Mavenir’s historical consolidated financial statements and related notes contained in Mavenir’s Annual Report on Form 10-K for the year ended December 31, 2014 which are incorporated

herein by reference, (ii) Ulticom’s consolidated audited financial statements for the year ended December 31, 2014 which is included as Exhibit 99.1 of this Form 8-K/A, and (iii) Stoke’s audited financial statements as of and for the year ended December 31, 2013 and unaudited financial statements for the nine month period ended September 30, 2014, which have been previously provided with the Form 8-K/A filed with the Securities and Exchange Commission on February 2, 2015.

The unaudited pro forma condensed combined financial information included herein does not give effect to any potential cost reductions or other operating efficiencies that could result from the merger, including but not limited to, those associated with potential (i) reductions of corporate overhead, (ii) eliminations of duplicate functions and (iii) increased operational efficiencies through the adoption of best practices and capabilities from each company.

Mavenir Systems, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2014

(in thousands)

	Historical
	Mavenir			Ulticom(1)			Ulticom Cash Distribution to Platinum(2)			Pro Forma Adjustments(3)				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	54,699		$	2,888		$	(2,506	)	$	(20,000	)	A	$	35,081
Accounts receivable, net of allowances	38,525			4,822			—			(465		)	B	42,882
Unbilled revenue	13,714			—			—			—				13,714
Inventories	3,853			157			—			—				4,010
Prepaid expenses and other current assets	2,434			1,305			—			(727		)	C	3,012
Deferred contract costs	5,705			—			—			(114		)	D	5,591
Total current assets	118,930			9,172			(2,506		)	(21,306		)		104,290
Other assets:
Property and equipment, net	6,598			172			—			115			E	6,885
Intangible assets, net	8,180			581			—			12,219			F	20,980
Deposits and other assets	1,977			145			—			—				2,122
Deferred tax assets	1,008			2,959			—			(2,959		)	C	1,008
Goodwill	2,828			4,948			—			(41		)	G	7,735
Total Assets	$	139,521		$	17,977		$	(2,506	)	$	(11,972	)		$	143,020
Liabilities and Shareholders' Equity
Current liabilities:
Trade accounts payable	$	7,573		$	411		$	—		$	(673	)	B, D	$	7,311
Accrued liabilities	17,844			1,587			1,116			507			H, I	21,054
Deferred revenue	15,671			1,846			—			(1,392		)	J	16,125
Income tax payable	—			—			—			—				—
Current portion of long-term debt	5,044			—			—			(5,044		)	K	—
Total Current Liabilities	46,132			3,844			1,116			(6,602		)		44,490
Uncertain tax positions	3,051			28			—			—				3,079
Long-term deferred revenue and other liabilities	1,818			502			—			(349		)	J	1,971
Long-term debt	21,797			—			—			5,044			K	26,841
Total Liabilities	72,798			4,374			1,116			(1,907		)		76,381
Shareholders' equity
Common shares	29			—			—			—			L	29
Additional paid in capital	202,662			8,084			(3,622		)	(4,462		)	L	202,662
Retained Earnings (Accumulated deficit)	(138,223		)	5,561			—			(5,645		)	C, D, H, L	(138,307		)
Accumulated other comprehensive income (loss)	2,255			(42		)	—			42			L	2,255
Total shareholders' equity	66,723			13,603			(3,622		)	(10,065		)		66,639
Total liabilities and shareholders' equity	$	139,521		$	17,977		$	(2,506	)	$	(11,972	)		$	143,020

See accompanying notes to unaudited pro forma condensed combined financial information

Mavenir Systems, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2014

(in thousands, except per share amounts)

	Historical											Pro Forma
	For the Year Ended December 31, 2014					Nine Months Ended September 30, 2014			48 Days Ended November 17, 2014			Adjustments
	Mavenir			Ulticom(1)		Stoke(1)			Stoke(1)			Ulticom Adjustments(4)				Stoke Adjustments(5)				Pro Forma Combined
Revenues
Hardware & Software products	$	104,216		$	11,627	$	249		$	83		$	(731	)	M	—				$	115,444
Maintenance	25,579			10,775		5,169			891			(1,069		)	M	—				41,345
	129,795			22,402		5,418			974			(1,800		)		—				156,789
Cost of revenues
Hardware & Software products	46,102			1,724		2,731			98			439			M, N	347			R	51,441
Maintenance	12,747			2,107		1,705			294			(1,163		)	M	—				15,690
	58,849			3,831		4,436			392			(724		)		347				67,131
Gross profit	70,946			18,571		982			582			(1,076		)		(347		)		89,658
Operating expenses:
Research and development	30,459			5,348		5,630			858			—				—				42,295
Sales and marketing	34,208			3,368		4,454			679			—				—				42,709
General and administrative	23,351			4,457		2,116			322			(408		)	N, O, P	(179		)	R, S	29,659
Total operating expenses	88,018			13,173		12,200			1,859			(408		)		(179		)		114,663
Operating income (loss)	(17,072		)	5,398		(11,218		)	(1,277		)	(668		)		(168		)		(25,005		)
Other (income) expense:
Interest and other income	(102		)	—		(75		)	—			—				—				(177		)
Interest and other expense	2,068			9		216			86			—				(257		)	T, U	2,122
Loss on early extinguishment of debt	1,783			—		—			—			—				—				1,783
Foreign exchange loss (gain)	4,699			—		—			147			—				—				4,846
Total other income expense (income), net	8,448			9		141			233			—				(257		)		8,574
Income (loss) before income taxes	(25,520		)	5,389		(11,359		)	(1,510		)	(668		)		89				(33,579		)
Income tax (benefit) expense	516			1,917		(5		)	8			(2,548		)	Q	—			V	(112		)
Net Income (loss)	$	(26,036	)	$	3,472	$	(11,354	)	$	(1,518	)	$	1,880			$	89			$	(33,467	)
Net Income (loss) per common share:
Basic	$	(1.00	)																	$	(1.29	)
Diluted	$	(1.00	)																	$	(1.29	)
Weighted-average common shares outstanding:
Basic	25,988											—				—				25,988
Diluted	25,988											—				—				25,988

See accompanying notes to unaudited pro forma condensed combined financial information

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

Ulticom Acquisition

On January 16, 2015, we completed our acquisition of Utah Holding Corporation from Platinum (indirect parent of Ulticom) and all of Utah Holding Corporation’s subsidiaries. Ulticom is a Mount Laurel, NJ based provider of telecom signaling solutions for 4G LTE (Long Term Evolution) with key diameter solutions deployed in ten tier one carrier networks globally, for the purchase price of approximately $19.5 million inclusive of the settlement of Ulticom's trade receivable from Mavenir. Mavenir used available cash funds for the cash consideration paid for the Ulticom acquisition.

As a result of the acquisition, Ulticom became a wholly-owned subsidiary of Mavenir. The acquisition was accounted for using the acquisition method of accounting. The results of operations for the acquired business have been included in our financial results since the acquisition date. Through this acquisition, we have enhanced our 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.

The fair value of consideration transferred for Ulticom was comprised of (in thousands):

Cash Paid to and on behalf of Ulticom shareholders	$	20,000
Less: Settlement of Mavenir payable to Ulticom	(465)
Total	$	19,535

Stoke Acquisition

On November 18, 2014, we completed our acquisition of Stoke, a Santa Clara, California based provider of mobile gateway solutions to the broadband network industry and market leader in deployed LTE (Long Term Evolution) security gateways for the purchase price of approximately $5.5 million. To fund the transaction, we used $3.7 million of cash on hand and the proceeds of a $1.9 million addition to our loan with Silicon Valley Bank under a loan modification agreement. Under the terms of the loan modification, our term loan was increased from $25.0 million to $26.9 million and the interest rate was reduced by 0.50%, from prime plus 2.75% to prime plus 2.25%. We used the proceeds of term loan increase to repay the existing Stoke bank loan and paid out approximately $2.9 million of cash to, and on behalf of, the shareholders of Stoke. In addition, during October and November 2014, prior to the closing of the transaction, we advanced approximately $0.8 million in cash to provide operating cash to Stoke.

As a result of the acquisition, Stoke became a wholly-owned subsidiary of Mavenir. The acquisition was accounted for using the acquisition method of accounting. The results of operations for the acquired business have been included in our financial results since the acquisition date. We acquired Stoke to, among other things:

• expand our global reach adding presence in markets like Japan and South Korea;

• enhance our security product portfolio with the addition of LTE security gateways; and

• enter into small-cell market with high performance gateway product;

The fair value of consideration transferred for Stoke was comprised of (in thousands):

Cash paid to Stoke shareholders	$	1,300
Cash for repayment of shareholder bridge loans	1,502
Cash for sellers costs paid by Mavenir	148
Cash for pre close funding of Stoke	779
Cash for the retirement of Stoke long term debt	1,817
Total	$	5,546

2. Ulticom Cash Distribution to Platinum

Under the terms of the Ulticom Stock Purchase Agreement (purchase agreement), Platinum was permitted to make cash distributions from Ulticom to Platinum. These distributions were permissible provided that Ulticom retained sufficient cash in order to satisfy all payroll obligations of all Ulticom group members for all payroll periods occurring after the date of the purchase agreement through the closing date of the acquisition. Additionally, Platinum was not permitted to make a cash distribution of any cash collected on customer maintenance contracts that commenced on or after January 1, 2015. In a transaction subsequent to December 31, 2014 and accounted for separately from Mavenir’s acquisition of Ulticom, Platinum made a cash distribution of $3.6 million from Ulticom to Platinum. As of the proforma date of December 31, 2014, $2.5 million of the funds used for the cash distribution were carried in the cash accounts of Ulticom. The remaining $1.1 million of the cash distribution was funded from cash collections of customer accounts receivable from January 1, 2015 through the cash distribution date.

3. Ulticom Purchase Price Allocation and Pro forma Balance Sheet Adjustments

Purchase Price Allocation

The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Because of the short time frame since the acquisition closed, we have reflected the net tangible and intangible assets acquired and liabilities assumed based upon their preliminary fair values as of the proforma date of December 31, 2014. The fair values were based upon a preliminary valuation, and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of acquired assets and liabilities, income and non-income based taxes and residual goodwill. We expect to continue to obtain information to assist us in determining the fair values of the net assets acquired at the acquisition date during the measurement period.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. As described above, fair values assigned to certain assets acquired and liabilities assumed are preliminary and thus subject to change (in thousands):

Cash and cash equivalents	$	382
Accounts receivable	4,357
Inventories	157
Prepaid expenses	578
Property, plant and equipment	287
Intangible assets	12,800
Deposits	145
Accounts payable and other liabilities	(3,050)
Deferred revenue	(575)
Deferred taxes	(453)
Total identifiable net assets	$	14,628
Goodwill	4,907
Total consideration transferred	$	19,535

Other considerations in the preliminary allocation of the estimated purchase price of Ulticom include the following:

1) Our preliminary valuation used to allocate the purchase price uses a third-party market participant view and assumes there are no synergies unique to Mavenir. If there were any synergies unique to Mavenir, then a higher portion of the purchase consideration would be allocated to goodwill;

2) Accounts receivable and other current asset and liability book values approximate fair value;

3) As required by acquisition accounting, the estimated fair value of deferred revenue is the cost to fulfill our service obligations plus a normal profit margin.

Ulticom Balance Sheet Adjustments

The pro forma balance sheet adjustments include:

(A) To reflect payments to and on behalf of Ulticom shareholders of $20.0 million for the purchase price of Ulticom.

(B) To reflect the settlement of the Mavenir accounts payable to Ulticom and the Ulticom accounts receivable from Mavenir for $0.5 million.

(C) To reflect full valuation allowances against the deferred tax positions of Ulticom as of the acquisition date. Due to Mavenir's net operating loss deferred tax position, Ulticom's net deferred tax liability of $0.5 million post acquisition is estimated to be offset by the release of $0.5 million of valuation allowances at Mavenir as a result of consolidating Ulticom into the Mavenir consolidated income tax return. The evaluation of the tax positions of Ulticom is not final The deferred tax positions of Ulticom consist of the following as of the acquisition date (in thousands):

Total gross deferred tax assets	$	4,098
Less: Valuation allowance attributable to federal tax credits and state net operating losses	(199		)
Net deferred tax assets	$	3,899
Deferred tax liability for Ulticom intangible assets	(4,352		)
Net deferred tax liability position for Ulticom	$	(453	)
Less: Valuation allowance release due to consolidation in Mavenir’s income tax return	453
Net deferred tax position	$	—

(D) To adjust deferred contract costs for Mavenir’s unpaid invoices from Ulticom as of December 31, 2014 of $0.2 million and associated service contract expenses recognized by Mavenir in 2014 for $0.1 million.

(E) To adjust Property and equipment, net carrying value to estimated fair value.

(F) To reflect fair value of the identifiable intangible assets of Ulticom, which were estimated as of January 16, 2015 based on preliminary fair value review, less the elimination of the existing intangible assets of Ulticom as of the acquisition date. These allocations may materially change once a final appraisal is performed. The elements of the intangible assets are (in thousands):

Establish Signalware customer relationships and technology asset value	$	3,000
Establish Diameter Router developed technology asset value	9,700
Establish Signalware trademark / trade name asset value	100
Less: Ulticom existing intangible asset values	(581		)
Total pro forma adjustment	$	12,219

The intangible assets acquired with Ulticom are being amortized using a patterns of consumption method based on the estimated cash flows associated with each asset. As a result, year-to-year amortization expense will vary with the associated estimated cash flows used in the valuation of these asset. The Signalware customer relationships and technology, Diameter Router developed technology, and Signalware trademark / trade name have estimated useful lives of 5 years, 7 years, and 3 years respectively. The amortization methods reflect an appropriate allocation of the costs of these intangible assets to earning in proportion to the amount of economic benefits obtained in the reporting period. The amortization expense associated with these intangibles over the next 5 years is (in thousands):

Year	Amount
2015	$	1,223
2016	2,531
2017	2,223
2018	2,572
2019	1,899
Thereafter	2,352
Total	$	12,800

(G) To reflect the establishment of goodwill estimated as a result of the preliminary purchase price allocation described above.

(H) To accrue Mavenir transaction costs associated with the acquisition of Ulticom of $0.9 million, less the transaction costs incurred in 2014 of $0.3 million.

(I) To eliminate Ulticom accrued sellers transaction costs of $0.1 million settled in the acquisition transaction.

(J) To reflect a decrease in deferred revenue as required by acquisition accounting. The estimated remaining fair value represents the remaining cost to fulfill our service obligations plus a normal profit margin.

(K) To reflect the extension of the interest only period for Mavenir's credit facility with Silicon Valley Bank from April 1, 2015 to January 1, 2016. Mavenir will not be required to begin making principal repayments under its term loan until January 1, 2016.

(L) To reflect the elimination of Ulticom’s stockholders' equity balances.

4. Statement of Operations Adjustments for Ulticom:

(M) To eliminate estimated revenue and related cost on sales from Ulticom to Mavenir that are included in Ulticom revenues and Mavenir cost of revenues during the pre-acquisition period of $0.7 million for hardware and software products and $1.1 million for maintenance.

(N) To reflect increased amortization expense associated with the fair value of the Signalware customer relationships and technology, Diameter Router developed technology, and Signalware trademark / trade name assuming estimated useful lives of 5 years, 7 years and 3 years, respectively. These expenses are offset by the elimination of the amortization expense associated with Ulticom’s acquisition by Platinum. The elements of the adjustment for the year ended December 31, 2014 are (in thousands):

Intangible Category	Year Ended December 31, 2014
Amortization of Signalware customer relationships and technology	$	716
Amortization of Diameter Router developed technology	454
Amortization of Signalware trademark / trade name	52
Less: Reversal of previous Ulticom amortization of intangible assets	(53		)
Total pro forma adjustment	$	1,169

(O) To eliminate $0.3 million of other charges incurred by Mavenir and $0.2 million of other charges incurred by Ulticom, respectively, that are directly attributed to the acquisition of Ulticom that will not have recurring significant ongoing impact in excess of one year, such as deal costs and one time professional fees.

(P) To reflect additional depreciation expense of $0.1 million for the step-up of Property and equipment values of Ulticom to fair value.

(Q) On a combined basis, the inclusion of Ulticom in the Mavenir consolidated federal tax return is estimated to reduce income tax expense by approximately $2.1 million due the offsetting of Ulticom net profits against Mavenir net losses. In addition, Ulticom reflected a standalone net deferred tax liability of $0.5 million that was offset on a combined basis by the release of valuation allowances at Mavenir. Components of the reduction to income taxes for the combined entity are as follows (in thousands):

Current domestic income tax expense	$	(1,774	)
Deferred domestic income tax expense	(321		)
Release of Mavenir deferred tax valuation allowance	(453		)
Net reduction to domestic income tax expense	$	(2,548	)

5. Statement of Operations Adjustments for Stoke:

(R) To reflect increased amortization expense associated with the fair value of the customer relationships, software technology, and beneficial lease asset assuming estimated useful lives of 6 years, 6 years and 27 months, respectively. The elements of the adjustment for the year ended December 31, 2014 are (in thousands):

Intangible Category	December 31, 2014
Amortization of customer relationships	$	277
Amortization of software technology	347
Amortization of beneficial lease asset	130
Total pro forma adjustment	$	754

(S) To eliminate $0.4 million of other charges incurred by Mavenir and $0.2 million of other charges incurred by Stoke, respectively, that are directly attributed to the acquisition of Stoke that will not have recurring significant ongoing impact in excess of one year, such as deal costs and one time professional fees.

(T) To reflect a change to interest expense of $0.1 million due to modifications in the interest rate on the Silicon Valley Bank debt for Mavenir as noted in the basis of presentation above.

(U) To eliminate the amortization of $0.2 million included in interest expense for the debt discount from issuance of warrants granted to Silicon Valley Bank for the purchase of Stoke stock that were exercised and liquidated as a result of the acquisition.

(V) Tax effects have not been provided for operating statement adjustments for Stoke for the fiscal year ended December 31, 2014 due to all Stoke tax positions in the United States being offset by valuation allowances. Tax adjustments for the combined proforma have been provided in the Ulticom Adjustments.