SUNNYVALE, Calif., Jan. 28, 2015 /PRNewswire/ -- ShoreTel(®) (NASDAQ: SHOR), the leading provider of brilliantly simple phone systems and unified communications solutions, today announced financial results for the second quarter of fiscal 2015, which ended December 31, 2014.

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For the second quarter of fiscal 2015, total revenue was a record $90.9 million, an increase of 8 percent compared to the second quarter of fiscal 2014. Non-GAAP net income, which excludes stock-based compensation charges, amortization of acquisition-related intangibles, other charges and related tax adjustments, for the second quarter of fiscal year 2015, was $5.4 million, or $0.08 per diluted share. This compares with a non-GAAP net income of $3.2 million, or $0.05 per diluted share, in the second quarter of fiscal 2014. GAAP net loss was $6.8 million, or $0.11 per diluted share, in the second quarter of fiscal 2015, compared with a GAAP net loss of $0.9 million, or $0.02 per share, in the second quarter of fiscal 2014.

"We've continued our business momentum with investments in growth while also improving our key financial metrics. The acceleration of our hosted bookings in the December quarter resulted in 33 percent growth for calendar year 2014, showing the effectiveness of the strategic actions we launched a year ago," said Don Joos, president and CEO of ShoreTel. "We've made continued progress in the development of our common platform, which we expect to introduce at our partner conference in April."

Second Quarter of Fiscal 2015 Financial Highlights

Recurring revenues, which now consist of all revenue from hosted and related services plus support revenues from support and services, represented 46 percent of total revenue in the second quarter of fiscal 2015 and reached an annualized value of $166 million; an increase of 17 percent compared to the second quarter of fiscal 2014. The company adjusted its methodology for calculating its recurring revenue metrics to better reflect the predictability of the business and align with the reporting of its industry peers.

Non-GAAP total gross margin, which excludes stock-based compensation charges, amortization of acquisition-related intangibles and other charges, for the second quarter of fiscal year 2015, was 62.9 percent, compared with 60.7 percent in the year-ago period. GAAP gross margin for the second quarter of fiscal year 2015 was 60.8 percent, compared with 59.0 percent in the second quarter of fiscal year 2014.

Hosted revenues of $25.8 million were up 19 percent year-over-year and 3.5 percent sequentially. Non-GAAP hosted gross margin was 45.4 percent in the second quarter of fiscal 2015, compared with 39.8 percent in the second quarter of fiscal 2014. GAAP hosted gross margin for the second quarter of fiscal year 2015 was 39.2 percent, compared with 35.2 percent in the second quarter of fiscal year 2014. The total number of installed customer seats increased 24 percent over the second quarter of fiscal 2014 to approximately 167,500. Revenue churn was approximately 4.5 percent annualized in the second quarter of fiscal 2015.

Product revenues of $46.9 million were up 1 percent year-over-year and down 2 percent sequentially. Non-GAAP product gross margin was 67.0 percent in the second quarter of fiscal 2015, compared with 65.5 percent in the second quarter of fiscal 2014. GAAP product gross margin for the second quarter of fiscal year 2015 was 66.7 percent, compared with 64.9 percent in the second quarter of fiscal year 2014.

Support and services revenues of $18.2 million were up 12 percent year-over-year and 2 percent sequentially. Non-GAAP support and service gross margin was 77.0 percent in the second quarter of fiscal 2015, compared with 74.8 percent in the second quarter of fiscal 2014. GAAP support and service gross margin for the second quarter of fiscal year 2015 was 76.4 percent, compared with 74.0 percent in the second quarter of fiscal year 2014.

As of December 31, 2014 the company had $75.7 million in cash, cash equivalents and short-term investments and no outstanding debt. The company generated $11.8 million in cash flow from operations in the quarter ended December 31, 2014.

Second Quarter of Fiscal 2015: Unusual Items

The second quarter of fiscal 2015 results include four unusual items totaling $8.9 million that are outside of the company's normal business operations. The related cash usage from these unusual items in the second quarter was $0.6 million. The company does not consider these items to be core to its ongoing business operations and therefore these results have been excluded from the non-GAAP financial results.

The company recorded a $0.5 million charge against its cost of hosted revenues due to a dispute with an equipment leasing vendor.

The company recorded a general and administrative expense of $6.7 million due to an arbitration ruling and a subsequent tentative settlement on escrow claims related to the acquisition of M5 Networks, which the company acquired in March 2012.

The company recorded a general and administrative expense of $1.1 million related to a proposed IRS audit assessment for the 2008-2012 tax years.

The company recorded a general and administrative expense of $0.6 million for outside professional fees related to its evaluation of an unsolicited proposal received in the December 2014 quarter.

Selected Operational Metrics




                   Quarter Ended Quarter Ended  Quarter Ended   Quarter Ended    Quarter Ended

                        12/31/14      09/30/14       06/30/14        03/31/14         12/31/13
                        --------      --------       --------        --------         --------

    Recurring
     Revenue as a
     Percent of
     Total
     Revenue(1)              46%           44%            44%             44%              42%


    Recurring
     Revenue as a
     Percent of
     Total
     Revenue(2)              41%           39%            38%             40%              37%


    Annual
     Recurring
     Revenue Run
     Rate (in
     millions)(1)         $165.9         $160.1          $154.4           $146.4            $141.4


    Annual
     Recurring
     Revenue Run
     Rate (in
     millions)(2)         $148.3         $142.3          $136.2           $130.3            $125.6


    Cloud Average
     Monthly
     Recurring
     Revenue Per
     Customer(3)          $2,357         $2,391          $2,434           $2,406            $2,421


    Cloud Average
     Monthly
     Recurring
     Revenue Per
     Customer(4)          $1,952         $1,963          $1,974           $1,978            $1,982


    Cloud Monthly
     Average
     Revenue Per
     User
     (ARPU)(3)               $52            $53             $55              $54               $55


    Cloud Monthly
     Average
     Revenue Per
     User
     (ARPU)(4)               $43            $44             $44              $45               $45


    Cloud Average
     # of Seats
     per Customer             45             45              45               44                44


    Cloud Revenue
     Churn Rate
     Annualized             4.5%          2.3%           4.9%            5.1%             3.6%


    Non-GAAP
     Gross Margin-
     Product               67.0%         65.5%          64.6%           64.2%            65.5%


    Non-GAAP
     Gross Margin-
     Hosted and
     related
     services              45.4%         42.1%          43.7%           41.1%            39.8%


    Non-GAAP
     Gross Margin-
     Support and
     Services              77.0%         77.0%          75.9%           75.4%            74.8%


    Total Company
     Headcount             1,010            989             954              930               925


    (1)              Effective the December 2014 quarter
                     the company adjusted its
                     methodology for calculating its
                     recurring revenue metrics to better
                     reflect the predictability of the
                     business and align with the
                     reporting of its industry peers.
                     Recurring revenues now consist of
                     all revenue from hosted and related
                     services plus support revenues from
                     support and services.

    (2)              Prior to the December 2014 quarter,
                     the company's previous methodology
                     for calculating its recurring
                     revenue metrics consisted of a
                     portion of revenues from its hosted
                     and related services plus support
                     revenues from support and services.

    (3)              Effective the December 2014 quarter
                     the company adjusted its
                     methodology for calculating its
                     cloud monthly recurring revenue
                     metrics to better reflect the
                     predictability of the business and
                     align with the reporting of its
                     industry peers. These metrics now
                     use all revenue from hosted and
                     related services.

    (4)              Prior to the December 2014 quarter,
                     the company's previous methodology
                     for calculating its cloud monthly
                     recurring revenue metrics used a
                     portion of revenues from its hosted
                     and related services.

Second Quarter of Fiscal 2015 Business Highlights

ShoreTel Ranked Highest Vendor in Customer Loyalty, Service and Value, Finds Nemertes Study

According to a recent Nemertes Research study, ShoreTel rates best among leading UC and IP Telephony vendors in customer loyalty, service and value by IT professionals.

For Nemertes' 2014 Unified Communications and Collaboration PilotHouse program, 500 IT decision-makers were asked to identify, rate and weight their primary providers in various areas including IP Telephony and integrated Unified Communications. Weightings and ratings were combined with Nemertes' assessment scores for provider strategy and financial viability. ShoreTel was named the top provider overall for Enterprise IP Telephony, beating out Microsoft, Cisco, and Avaya.

IT professionals who use ShoreTel for Unified Communications suites ranked it highest in customer service, and ShoreTel also received the highest customer service score among all providers in the study in both Enterprise IP Telephony and Midmarket Unified Communications.

ShoreTel ranked best in customer loyalty in more technology segments than any other vendor in the study, outperforming Avaya, Cisco, IBM, and Microsoft. In the Midmarket, Enterprise Unified Communications, and Enterprise IP Telephony segments ShoreTel had the highest percentage of customers who plan to stay with their provider for the next two years.

Lastly, as for value, the Nemertes study found it to be the most important criteria to customers in Enterprise IP Telephony, and ShoreTel received the highest value score among all competitors in the study.

ShoreTel's Innovation Network Grows to 85 Partners

ShoreTel announced that its Innovation Network has grown to 85 partners. The Innovation Network enables application developers to leverage ShoreTel's open architecture to develop hardware, software, and services that enhance and extend the capabilities of ShoreTel's UC and enterprise contact center solutions.

ShoreTel's Innovation Network technical experts support customers, technology providers and software developers to build advanced, integrated applications on ShoreTel's open platform using commonly known and widely accepted techniques.

As a result, the Innovation Network creates an opportunity for ShoreTel to extend the features and operability of its solutions in a low-cost, high-quality development environment.

ShoreTel Enterprise Contact Center Receives 2014 CUSTOMER Contact Center Technology Award

TMC's CUSTOMER magazine named ShoreTel Enterprise Contact Center as a 2014 CUSTOMER Contact Center Technology Award winner for demonstrating innovation, quality and unique features which have had a positive impact on the customer experience.

ShoreTel offers flexible contact center solutions - from smaller, less formal environments to large organizations requiring multichannel, sophisticated routing, enhanced reporting options, self-service and outbound campaign capabilities. Built on the highly reliable ShoreTel unified communications system, ShoreTel Enterprise Contact Center easily connects internal and external customers to the right agent at the right time.

This ninth-annual Contact Center Technology Award, presented by CUSTOMER Magazine, honors vendors and technologies that have embraced technology as a key tool for customer service excellence.

Brilliantly Simple Mobile Video Collaboration Now Available with ShoreTel Sky Mobility

In December 2014, ShoreTellaunched an update to ShoreTel Sky® Mobility that empowers ShoreTel users with mobile-enabled video conferencing capabilities. ShoreTel Mobility 8 is now available for ShoreTel Sky users, bringing functionality previously made available to on-premises customers to the cloud.

ShoreTel Sky Mobility makes it easy to communicate via video between iOS® and Android(TM) smartphones and tablets using the ShoreTel Sky Mobility Client, with single touch video calling from the keypad. Point-to-Point video within the enterprise is supported and video calls can be placed over local or remote Wi-Fi and cellular networks. The ability to add video to existing voice calls or revert a video call to voice-only is also supported.

Another enhancement to the ShoreTel Sky Mobility client is the addition of the "join" button for one-touch audio bridge login, which frees users from juggling apps while trying to memorize numbers and passcodes. The "join" button also works with third-party Web collaboration tools.

Business Outlook

ShoreTel is providing the following outlook for its fiscal third quarter of 2015 ending March 31, 2015:


    --  Total revenue is expected to be in the range of $84.0 million to $90.0
        million.
    --  Non-GAAP gross margin, which excludes approximately one and one-half
        percentage points in stock-based compensation charges, amortization of
        acquisition-related intangibles and other charges, is expected to be in
        the range of 61.5 percent to 62.5 percent.  GAAP total gross margin is
        expected to be in the range of 60 percent to 61 percent.
    --  Non-GAAP operating expenses, which exclude approximately $2.5 million in
        stock-based compensation expenses, amortization of acquisition-related
        intangibles and other charges, are expected to be in the range of $51.0
        million to $52.0 million.  GAAP total operating expenses are expected to
        be in the range of $53.5 million to $54.5 million.

ShoreTel is providing the following updated outlook for its Hosted revenues for the fiscal year 2015 ending June 30, 2015:


    --  Hosted revenues for the fiscal 2015 year are now expected to grow around
        20% compared to fiscal 2014. The company is projecting the revenue
        associated with regulatory and telecom fees to be lower than previously
        expected. Revenue from the core hosted offering, including profiles and
        applications, continues to perform slightly above the company's prior
        forecast.

Conference Call Information

The Company will host a corresponding conference call and live webcast at 2:00 p.m. Pacific Time on Wednesday, January 28, 2015. To access the conference call, dial + 1-866-652-5200 for callers in the U.S. or + 1-412-317-6060 for international callers and ask to join the ShoreTel call.

A live webcast will be available in the Investor Relations section of the Company's corporate website at http://ir.shoretel.com/ and an archived recording will be available beginning approximately two hours after the completion of the call. An audio telephonic replay of the conference call will also be available beginning approximately one hour after the completion of the call until February 4, 2015 by dialing + 1-877-344-7529 for callers in the U.S. or + 1-412-317-0088 for callers outside the U.S. and providing the conference identification number of 10058876.

Use of Non-GAAP Financial Measures

ShoreTel reports all required financial information in accordance with generally accepted accounting principles in the United States ("GAAP"), but it believes that evaluating its ongoing operating results may be difficult to understand if limited to reviewing only GAAP financial measures. Many investors have requested that ShoreTel disclose this non-GAAP information because it is useful in understanding the company's performance as it excludes non-cash charges, other non-recurring adjustments and related tax adjustments, that many investors feel may obscure the company's true operating performance. Likewise, management uses these non-GAAP measures to manage and assess the profitability of its business and does not consider stock-based compensation charges and amortization charges related to acquisition-related intangible assets and the related tax adjustments, which are non-cash charges, or other non-recurring items in managing its core operations. ShoreTel has provided a reconciliation of non-GAAP financial measures following the text of this press release. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure.

Legal Notice Regarding Forward-Looking Statements

ShoreTel assumes no obligation to update the forward-looking statements included in this release. This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the federal securities laws, including, without limitation, statements by Don Joos, statements regarding future growth, and statements regarding market demand, product and technology introductions, benefits of the innovation network and statements in the "Business Outlook" section regarding ShoreTel's anticipated future revenues, gross margins, operating expenses (on a GAAP and non-GAAP basis) and other financial information. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The risks and uncertainties include the intense competition in our industry, our reliance on third parties to sell and support our products, our ability to continue to grow our cloud-based solutions, our ability to grow or maintain our premise products, supply and manufacturing risks, the impact of service disruptions or security breaches, uncertainties related to global operations, our ability to control costs as we expand our business, our ability to attract, retain and ramp new personnel, potentially longer sales cycles, uncertainties inherent in the product development cycle, our ability to identify and execute on strategic opportunities; ability of third parties to successfully market and sell our products, uncertainty as to market acceptance of new products and services, the potential for litigation in our industry, the uncertain impact of global economic conditions, including impact on customers' purchasing decisions, and other risk factors set forth in ShoreTel's Form 10-K for the year ended June 30, 2014, and in its Form 10-Q for the quarter ended September 30, 2014.

Related Links & Conversation


    --  Subscribe to ShoreTel's blog.
    --  Follow ShoreTel on Twitter and Facebook.
    --  Read ShoreTel Customer Success Stories.
    --  Bookmark this Unified Communications Glossary.

About ShoreTel

ShoreTel, Inc. (NASDAQ: SHOR) is a leading provider of brilliantly simple IP phone systems and unified communications solutions. Its award-winning on-premises IP-PBX solution and cloud-based hosted phone system eliminate complexity and improve productivity. Recognized for its industry-leading customer experience and support, ShoreTel's innovative business phones, application integration, collaboration tools, mobility, and contact center applications enable users to communicate and collaborate no matter the time, place or device, with minimal demand on IT resources. ShoreTel is headquartered in Sunnyvale, Calif., and has regional offices and partners worldwide. For more information, visit www.shoretel.com.

ShoreTel, ShoreTel Sky and the ShoreTel logo are trademarks or registered trademarks of ShoreTel, Inc. in the United States and/or other countries. iOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license. Android is a trademark of Google Inc. All other trademarks, trade names and service marks herein are the property of their respective owners.

(Tables follow)



                                                                                    SHORETEL, INC.

                                                                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                (Amounts in thousands)

                                                                                     (Unaudited)

                                                                                                            As of                            As of

                                                                                                        December 31,                       June 30,

                                                                                                                           2014                           2014
                                                                                                                           ----                           ----


                                                             ASSETS

    Current assets:

                          Cash and cash
                          equivalents                                       $67,427                                              $53,472

                          Short-term
                          investments                         8,255                                                        2,673

                          Accounts receivable -
                          net                                31,427                                                       33,758

                         Inventories                                           19,356                                               26,501

                         Indemnification asset                2,075                                                        5,606

                          Prepaid expenses and
                          other current assets               11,217                                                        7,991
                                                           ------

                                                   Total current
                                                   assets                     139,757                                              130,001


    Property and equipment - net                                                                                     20,273                         19,601

    Goodwill                                                                                                         122,750                        122,750

    Intangible assets                                                                                                25,120                         28,479

    Other assets                                                                                                      2,875                          3,119

                                                  Total assets               $310,775                                             $303,950
                                                                             ========                                             ========



                                              LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

                         Accounts payable                                   $14,695                                              $16,975

                          Accrued liabilities
                          and other                          19,584                                                       13,399

                          Accrued employee
                          compensation                       15,441                                                       16,527

                          Accrued taxes and
                          surcharges                         10,115                                                       12,186

                         Deferred revenue                    50,450                                                       46,937
                                                           ------

                                                   Total current
                                                   liabilities                110,285                                              106,024


                          Long-term deferred
                          revenue                            17,961                                                       17,539

                          Other long-term
                          liabilities                         2,797                                                        2,994

                                                   Total
                                                   liabilities                131,043                                              126,557
                                                                              -------                                              -------


    Stockholders' equity:


                         Common stock                       353,362                                                      344,547

                         Accumulated deficit              (173,630)                                                   (167,154)

                                                   Total
                                                   stockholders'
                                                   equity                     179,732                                              177,393
                                                                              -------                                              -------


                          Total
                                                   liabilities
                                                   and
                                                   stockholders'
                                                   equity                    $310,775                                             $303,950
                                                                             ========                                             ========



                                                                                                      SHORETEL, INC.

                                                                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                     (Amounts in thousands, except per share amounts)

                                                                                                        (Unaudited)


                                                          Three Months Ended                               Six Months Ended

                                                             December 31,                                    December 31,

                                                                                2014                                              2013         2014          2013
                                                                                ----                                              ----         ----          ----


    Revenue:

                            Product                                          $46,913                                           $46,557      $94,620       $94,239

                             Hosted and
                             related
                             services                                         25,763                                            21,719       50,654        42,458

                             Support and
                             services                                         18,191                                            16,209       36,024        32,075

                            Total revenue                                     90,867                                            84,485      181,298       168,772

    Cost of revenue:

                            Product                                           15,613                                            16,341       32,392        32,637

                             Hosted and
                             related
                             services                                         15,663                                            14,078       31,256        26,611

                             Support and
                             services                                          4,301                                             4,207        8,582         8,489

                            Total cost of revenue                             35,577                                            34,626       72,230        67,737
                                                                              ------                                            ------       ------        ------

    Gross profit                                                            55,290                                            49,859      109,068       101,035

                                           Gross profit %                     60.8%                                            59.0%       60.2%        59.9%


    Operating expenses:

                             Research and
                             development                                      13,272                                            12,281       26,933        25,561

                             Sales and
                             marketing                                        29,301                                            27,355       58,317        55,021

                             General and
                             administrative                                   10,562                                            10,398       20,553        21,027

                            Legal
                             settlements
                             and related
                             professional
                             fees                                              8,422                                                 -       8,422             -

                            Total operating expenses                          61,557                                            50,034      114,225       101,609
                                                                              ------                                            ------      -------       -------

    Loss from operations                                                   (6,267)                                            (175)     (5,157)        (574)

    Other income (expense), net                                              (450)                                            (539)       (816)        (966)
                                                                              ----                                              ----         ----          ----

    Loss before provision for income
     tax                                                                   (6,717)                                            (714)     (5,973)      (1,540)

    Provision for income tax                                                   125                                               226          503           435

    Net loss                                                              $(6,842)                                           $(940)    $(6,476)     $(1,975)
                                                                           =======                                             =====      =======       =======

    Net loss per share:

                             Basic and
                             diluted                                         $(0.11)                                          $(0.02)     $(0.10)      $(0.03)
                            ==========


    Shares used in computing net loss per share:

                             Basic and
                             diluted                                          63,728                                            60,809       63,348        60,177
                            ==========


                                                                            SHORETEL, INC.

                                                                    GAAP TO NON-GAAP RECONCILIATION

                                                           (Amounts in thousands, except per share amounts)

                                                                              (Unaudited)



                                                   Three Months Ended                                       Six Months Ended

                                                      December 31,                                            December 31,
                                                      ------------                                            ------------

                                                                    2014                             2013                          2014       2013
                                                                    ----                             ----                          ----       ----

    GAAP Product gross profit                                  $31,300                                                       $30,216                  $62,228              $61,602

                                    Stock-based
                                    compensation
                                    charges                           13                  (a)                                       16    (a)                49    (a)            45    (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                      117                  (b)                                      268    (b)               379    (b)           537    (b)

    Non-GAAP Product gross profit                              $31,430                                                       $30,500                  $62,656              $62,184
                                                               =======                                                       =======                  =======              =======

    Non-GAAP Product gross margin                                67.0%                                                        65.5%                   66.2%               66.0%


    GAAP Hosted and related
     services gross profit                                     $10,100                                                        $7,641                  $19,398              $15,847

                                    Stock-based
                                    compensation
                                    charges                          293                  (a)                                      183    (a)               636    (a)           232    (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                      834                  (b)                                      817    (b)             1,667    (b)         1,566    (b)

                                   Legal
                                    settlements
                                    and related
                                    professional
                                    fees                             482                  (e)                                        -   (e)               482    (e)             -   (e)

    Non-GAAP Hosted and related
     services gross profit                                     $11,709                                                        $8,641                  $22,183              $17,645
                                                               =======                                                        ======                  =======              =======

    Non-GAAP Hosted and related
     services gross margin                                       45.4%                                                        39.8%                   43.8%               41.6%


    GAAP Support and services
     gross profit                                              $13,890                                                       $12,002                  $27,442              $23,586

                                    Stock-based
                                    compensation
                                    charges                          118                  (a)                                      126    (a)               298    (a)           373    (a)

    Non-GAAP Support and
     services gross profit                                     $14,008                                                       $12,128                  $27,740              $23,959
                                                               =======                                                       =======                  =======              =======

    Non-GAAP Support and
     services gross margin                                       77.0%                                                        74.8%                   77.0%               74.7%


    GAAP total gross profit                                    $55,290                                                       $49,859                 $109,068             $101,035

                                    Stock-based
                                    compensation
                                    charges                          424                  (a)                                      325    (a)               983    (a)           650    (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                      951                  (b)                                    1,085    (b)             2,046    (b)         2,103    (b)

                                   Legal
                                    settlements
                                    and related
                                    professional
                                    fees                             482                  (e)                                        -   (e)               482    (e)             -   (e)

    Non-GAAP total gross profit                                $57,147                                                       $51,269                 $112,579             $103,788
                                                               =======                                                       =======                 ========             ========

    Non-GAAP total gross margin                                  62.9%                                                        60.7%                   62.1%               61.5%


    GAAP loss from operations                                 $(6,267)                                                       $(175)                $(5,157)              $(574)

                                    Stock-based
                                    compensation
                                    charges                        2,046                  (a)                                    2,083    (a)             4,585    (a)         4,197    (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                    1,773                  (b)                                    1,974    (b)             3,689    (b)         3,881    (b)

                                    Severance and
                                    Other                              -                 (c)                                        -   (c)                 -   (c)         1,019    (c)

                                   Legal
                                    settlements
                                    and related
                                    professional
                                    fees                           8,904                  (e)                                        -   (e)             8,904    (e)             -   (e)

    Non-GAAP income from
     operations                                                 $6,456                                                        $3,882                  $12,021               $8,523
                                                                ======                                                        ======                  =======               ======


    GAAP net loss                                             $(6,842)                                                       $(940)                $(6,476)            $(1,975)

                                    Stock-based
                                    compensation
                                    charges                        2,046                  (a)                                    2,083    (a)             4,585    (a)         4,197    (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                    1,773                  (b)                                    1,974    (b)             3,689    (b)         3,881    (b)

                                    Severance and
                                    Other                              -                 (c)                                        -   (c)                 -   (c)         1,019    (c)

                                   Interest
                                    charge from
                                    change in
                                    fair value
                                    of purchase
                                    consideration                      -                 (d)                                       54    (d)                 -   (d)           107    (d)

                                   Legal
                                    settlements
                                    and
                                    professional
                                    fees                           8,904                  (e)                                        -   (e)             8,904    (e)             -   (e)

                                   Deferred tax
                                    benefit
                                    (provision)
                                    arising from
                                    tax impact
                                    of above
                                    items                          (436)                 (f)                                       55    (f)             (562)   (f)            16    (f)

    Non-GAAP net income                                         $5,445                                                        $3,226                  $10,140               $7,245
                                                                ======                                                        ======                  =======               ======


    Non-GAAP net income per share:

                                   Basic                           $0.09                                                         $0.05                    $0.16                $0.12
                                   =====

                                   Diluted (g)                     $0.08                                                         $0.05                    $0.16                $0.12
                                   ==========


    Shares used in computing net income per share:

                                   Basic                          63,728                                                        60,809                   63,348               60,177
                                   =====

                                   Diluted (g)                    65,396                                                        62,999                   64,991               61,651
                                   ==========



                                                                     SHORETEL, INC.

                                                        GAAP TO NON-GAAP RECONCILIATION FOOTNOTES

                                                                 (Amounts in thousands)

                                                                       (Unaudited)





                                                                               Three Months Ended          Six Months Ended

                                                                                  December 31,               December 31,
                                                                                  ------------               ------------

                                                                                                 2014 2013                                   2014             2013
                                                                                                 ---- ----                                   ----             ----

        (a)  Stock-based
             compensation
             included in:

            Cost of product revenue                                                               $13                                    $16                      $49                $45

             Cost of hosted and related
             services revenue                                                                     293                                    183                      636                232

             Cost of support and services
             revenue                                                                              118                                    126                      298                373

            Research and development                                                              461                                    402                    1,119                966

            Sales and marketing                                                                   585                                    510                    1,296              1,054

            General and administrative                                                            576                                    846                    1,187              1,527

                                                                                               $2,046                                 $2,083                   $4,585             $4,197
                                                                                               ======                                 ======                   ======             ======


    (b)      Amortization of
             acquisition-
             related
             intangibles
             included in:

            Cost of product revenue                                                              $117                                   $268                     $379               $537

             Cost of hosted and related
             services                                                                             834                                    817                    1,667              1,566

            Sales and marketing                                                                   822                                    851                    1,643              1,703

            General and administrative                                                              -                                    38                        -                75

                                                                                               $1,773                                 $1,974                   $3,689             $3,881
                                                                                               ======                                 ======                   ======             ======


    (c)      Severance and
             other expense
             included in:

            Research and development                                                $               -                     $               -       $               -              $674

            Sales and marketing                                                                     -                                     -                       -               172

            General and administrative                                                              -                                     -                       -               173
                                                                                                  ---                                   ---                     ---               ---

                                                                                    $               -                     $               -       $               -            $1,019
                                                                                    =================                     =================       =================            ======



    (d)      Interest charge
             from change in
             fair value of
             purchase
             consideration
             included in
             Other Expense                                                          $               -                                   $54        $               -              $107
            ================


    (e)      Legal
             settlements and
             related
             professional
             fees included
             in:

             Cost of hosted and related
             services                                                                            $482                      $               -                    $482  $               -

            General and administrative                                                          8,422                                      -                   8,422                  -
                                                                                                -----                                    ---                   -----                ---

                                                                                               $8,904                      $               -                  $8,904  $               -
                                                                                               ======                      =================                  ======  =================


    (f)      The deferred tax benefit (provision) arising from
             acquisition and tax impact of the items which are
             excluded in (a) to (e) above.

    (g)      Potentially dilutive securities were not included in
             the calculation of diluted net loss per share for the
             periods which had a net loss because to do so would
             have been anti-dilutive.



                          SHORETEL, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FOR Q3 2015 PROJECTIONS

                      (Amounts in thousands)

                            (Unaudited)


                                                                                                        Three Months Ending

                                                                                                           March 31, 2015
                                                                                                           --------------


                                                                                                   High                     Low
                                                                                                   ----                     ---

                                                                         GAAP gross profit %                   61.0%            60.0%

                                                               Adjustments for
                                                                stock-based
                                                                compensation and
                                                                acquisition-
                                                                related intangible
                                                                asset amortization            1.5%               1.5%
                                                               --------------

                                                                     Non-GAAP gross profit %                   62.5%            61.5%



                                                               Total GAAP operating expenses                  $54,500           $53,500

                                                               Adjustments for
                                                                stock-based
                                                                compensation and
                                                                acquisition-
                                                                related intangible
                                                                asset amortization           2,500               2,500
                                                               --------------

                                                                Total non-GAAP operating
                                                                expenses                                      $52,000           $51,000

Investor Contact:
Barry Hutton
Director, Investor Relations
408-962-2573
bhutton@shoretel.com

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SOURCE ShoreTel