SUNNYVALE, Calif., Jan. 28, 2016 /PRNewswire/ -- ShoreTel® (NASDAQ: SHOR), the leading provider of brilliantly simple hosted phone systems and unified communications (UC) solutions, today announced financial results for the second quarter of its fiscal year 2016, which ended December 31, 2015.

http://photos.prnewswire.com/prnvar/20131118/MM19469LOGO

For the second quarter of fiscal 2016, total revenue was $90.4 million, compared to $90.6 million in the second quarter of fiscal 2015. Non-GAAP net income, which excludes stock-based compensation charges, amortization of acquisition-related intangibles, other adjustments and related tax changes, for the second quarter of fiscal year 2016, was $6.7 million, or $0.10 per diluted share. This compares with a non-GAAP net income of $5.4 million, or $0.08 per diluted share, in the second quarter of fiscal 2015. GAAP net income was $2.5 million, or $0.04 per diluted share, in the second quarter of fiscal 2016, compared with a GAAP net loss of $6.9 million, or $0.11 per diluted share, in the second quarter of fiscal 2015.

"During our fiscal second quarter we made significant progress towards the strategic priorities and catalysts for growth we outlined during our Analyst Day in November," said Don Joos, president and CEO of ShoreTel. "With the ShoreTel Connect platform launched, we gained momentum with customers as our pipeline of cloud opportunities expanded, our channel partners contributed a historically high portion of our cloud bookings and we announced two acquisitions to accelerate our cloud business. While executing these strategic objectives, we generated solid profitability."

Second Quarter of Fiscal 2016 Financial Highlights

Recurring revenues, which consist of all hosted and related services revenue plus support revenues, represented 52 percent of total revenue in the second quarter of fiscal 2016 and reached an annualized value of $189 million; an increase of 15 percent compared to the second quarter of fiscal 2015.

Non-GAAP total gross margin, which excludes stock-based compensation charges, amortization of acquisition-related intangibles and other adjustments, for the second quarter of fiscal year 2016, was 65.4 percent compared with 63.0 percent in the second quarter of fiscal 2015. GAAP gross margin for the second quarter of fiscal year 2016 was 64.0 percent compared with 61.0 percent in the second quarter of fiscal year 2015.

Hosted revenues of $30.5 million were up 20 percent year-over-year and 4 percent sequentially. Non-GAAP hosted gross margin increased to 57.3 percent in the second quarter of fiscal 2016, representing a significant improvement over the 45.8 percent in the second quarter of fiscal 2015. GAAP hosted gross margin for the second quarter of fiscal year 2016 was 53.7 percent, compared with 39.5 percent in the second quarter of fiscal year 2015. The total number of installed customer seats increased 23 percent over the second quarter of fiscal 2015 to approximately 205,600. Hosted revenue churn was approximately 6.4 percent annualized in the second quarter of fiscal 2016.

Product revenues of $41.0 million were down 13 percent year-over-year and down 1 percent sequentially. Non-GAAP product gross margin was 66.7 percent in the second quarter of fiscal 2016, compared with 67.0 percent in the second quarter of fiscal 2015. GAAP product gross margin for the second quarter of fiscal year 2016 was 66.6 percent, compared with 66.7 percent in the second quarter of fiscal year 2015.

Support and services revenues of $18.9 million were up 4 percent year-over-year and down 1 percent sequentially. Non-GAAP support and service gross margin was 75.7 percent in the second quarter of fiscal 2016, compared with 77.0 percent in the second quarter of fiscal 2015. GAAP support and service gross margin for the second quarter of fiscal year 2016 was 74.9 percent, compared with 76.4 percent in the second quarter of fiscal year 2015.

As of December 31, 2015, the company had $106.9 million in cash, cash equivalents and short-term investments and no outstanding debt. The company generated $3.6 million in cash flow from operations in the quarter ended December 31, 2015.

Selected Operational Metrics



                                    Quarter Ended Quarter Ended  Quarter Ended   Quarter Ended    Quarter Ended

                                         12/30/15      09/30/15       06/30/15        03/31/15         12/31/14
                                         --------      --------       --------        --------         --------

      Recurring Revenue as a
      Percent of Total Revenue                52%           51%            47%             51%              45%


      Annual Recurring Revenue Run
      Rate (in millions)                   $188.9         $183.8          $178.6           $171.8            $164.9


      Cloud Average Monthly
      Recurring Revenue Per
      Customer                             $2,244         $2,349          $2,368           $2,347            $2,333


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


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


      Cloud Revenue Churn Rate
      Annualized                             6.4%          5.3%           4.4%            7.9%             4.5%


     Non-GAAP Gross Margin-Product          66.7%         67.6%          65.9%           65.2%            67.0%


      Non-GAAP Gross Margin-
      Hosted and related services           57.3%         57.1%          51.9%           49.8%            45.8%


      Non-GAAP Gross Margin-
      Support and Services                  75.7%         76.5%          77.3%           75.8%            77.0%


     Total Company Headcount                1,086          1,070           1,063            1,068             1,010

Change for Installation Revenue and Costs Related to Hosted Services

The company changed its accounting for installation revenues and related costs for hosting services. These changes are not material to the financial statements. The related financial results and prior period metrics have been revised to reflect the changes.

Second Quarter of Fiscal 2016 Business Highlights

ShoreTel Acquires Cloud Provider Corvisa to Add Complementary Technologies and New Revenue Sources

On January 6, 2016, ShoreTel completed its acquisition of Corvisa, a provider of cloud-based communications solutions. This acquisition is expected to accelerate ShoreTel's fiscal 2017 hosted revenue growth by enhancing ShoreTel's solutions and architecture in four key areas:


    --  Corvisa's open, standards-based application programming interfaces
        (APIs) and software development kits (SDKs) to accelerate third-party
        application integration within the ShoreTel ecosystem.
    --  The addition of Corvisa's session initiation protocol (SIP) trunking to
        the ShoreTel solution portfolio will position ShoreTel as a SIP trunking
        provider, enabling it to unlock new revenue streams for ShoreTel and its
        channel partners while delivering simpler transactions for customers.
    --  Corvisa's standalone cloud contact center expands ShoreTel's presence in
        the rapidly growing contact center market, allowing for integration with
        non-ShoreTel communication solutions.
    --  ShoreTel hired 94 employees, most of whom are in technical and
        customer-facing roles. These highly desired technical engineers will be
        instrumental in the acceleration of ShoreTel's innovative architecture
        and product roadmap.

In addition, ShoreTel continues to expand its cloud services in Europe as a result of acquiring Corvisa's Amsterdam and UK data centers.

ShoreTel paid $8.4 million in cash to acquire Corvisa. The transaction closed on January 6, 2016 and is therefore incorporated into the company's business outlook for the quarter ending March 31, 2016.

ShoreTel Expands Cloud Presence in Australia with Acquisition of M5 Australia

As part of the company's acceleration phase of growth, ShoreTel is expanding its cloud solutions geographically. In November, ShoreTel acquired M5 Networks Australia for $6.1 million in cash, to bring a ShoreTel hosted voice solution to the Australian region. The purchase of M5 Australia enables the company to accelerate its cloud roll-out in the country, leveraging its existing employees, established partner base and customers. The transaction closed November 16, 2015, and therefore approximately 1.5 months of activity are included in the results and related metrics for the quarter ended December 31, 2015.

Major Win in Australia to Deploy ShoreTel Connect, Contact Center and Mobility Offerings

ShoreTel announced that Brimbank City Council in Victoria, Australia, has selected ShoreTel Connect(TM) to replace its current telephony and contact centre infrastructure. Brimbank will deploy ShoreTel Connect ONSITE, ShoreTel Contact Center and ShoreTel Mobility across 29 locations for more than 700 council staff. The new ShoreTel UC solution will form the basis of a comprehensive revamp of systems to enhance Brimbank's delivery of services to its community of almost 200,000 residents.

Brimbank underwent a rigorous tender process for its new UC solution, and selected ShoreTel for the ease of use and simplicity of the platform. The council saw ShoreTel Connect in beta version, and chose to deploy the new platform based on its user experience and functionality.

ShoreTel Earns Multiple Industry Awards

During the fiscal second quarter, ShoreTel received several industry awards. ShoreTel was recognized by Ingram Micro® as the "Unified Communications and Collaboration Vendor of the Year." This was the first year Ingram Micro has recognized a vendor in this technology category. The two companies have been working together for more than four years, most recently with Ingram Micro adding ShoreTel cloud solutions to its portfolio.

ShoreTel was named Telecommunications Vendor of the Year in New Zealand at the Inaugural Reseller News ICT Industry Awards 2015. For the second year in a row, ShoreTel was voted the best in Unified Communications & Collaboration by Network World Asia Reader's Choice Product Excellence Awards 2015.

The ShoreTel website was recognized by the Interactive Media Council, Inc. as "Best In Class" in both the telecommunications and B2B categories of the 2015 Interactive Media Awards(TM). The awards recognize individuals and organizations for excellence in website design and development. The Best In Class award is the highest honor awarded by the IMA and represents the best in planning, execution and overall professionalism.

Business Outlook

ShoreTel is providing the following outlook for its fiscal third quarter of 2016 ending March 31, 2016:


    --  Total revenue is expected to be in the range of $86 million to $91
        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 adjustments, is expected to be
        in the range of 62 percent to 63 percent.  GAAP total gross margin is
        expected to be in the range of 60.5 percent to 61.5 percent.
    --  Non-GAAP operating expenses, which exclude approximately $3.0 million in
        stock-based compensation expenses, amortization of acquisition-related
        intangibles, M&A fees and other adjustments, are expected to be in the
        range of $57 million to $58 million.  GAAP total operating expenses are
        expected to be in the range of $60 million to $61 million.

Conference Call Information

The company will host a corresponding conference call and live webcast at 2:00 p.m. Pacific Time on Thursday, January 28, 2016. 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, 2016 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 10078944.

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 changes, 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 changes, 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 benefits of acquisitions, partners, product and technology introductions and their timing for release, and statements in the "Business Outlook" section regarding ShoreTel's anticipated future revenues, gross margins and 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, unforeseen difficulties in integrating acquired employees, products and technologies, inability to retain acquired customers, difficulties in managing more dispersed business operations, 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, uncertainty as to market acceptance of new products and services, the potential for litigation in our industry, the uncertain impact of global economic conditions and foreign exchange rates, including impact on customers' purchasing decisions, and other risk factors set forth in ShoreTel's Form 10-K for the year ended June 30, 2015.

About ShoreTel

ShoreTel, Inc. (NASDAQ: SHOR) is a leading provider of brilliantly simple IP phone systems and unified communications solutions powering today's always-on workforce. Its flexible communications solutions for on-premises, cloud and hybrid environments eliminate complexity, reduce costs 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 Connect and the ShoreTel logo are trademarks or registered trademarks of ShoreTel, Inc. in the United States and/or other countries. Ingram Micro is a registered trademark of Ingram Industries Inc. in the United States and/or other countries. All other trademarks, trade names and service marks herein are the property of their respective owners.

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

(Tables follow)




                                    SHORETEL, INC.

                         CONDENSED CONSOLIDATED BALANCE SHEETS

                                (Amounts in thousands)

                                      (Unaudited)


                                                                                                     As of                        As of

                                                                                                 December 31,                   June 30,

                                                                                                                  2015                       2015
                                                                                                                  ----                       ----


                  ASSETS

     Current assets:

                Cash and cash
                equivalents                                                 $96,905                           $82,162

               Short-term investments                                10,020                8,025

                Accounts receivable -
                net                                                  28,793               36,494

               Inventories                                                     14,387                            15,053

                Prepaid expenses and
                other current assets                                 13,198               14,315
                                                                     ------               ------

                                          Total current assets                                                 163,303                    156,049


      Property and equipment -
      net                                                          19,049               20,419

     Goodwill                                                                         127,960                           122,750

     Intangible assets                                                       19,573                            22,217

     Other assets                                                             5,238                             5,021

                                          Total assets                                                        $335,123                   $326,456
                                                                                                              ========                   ========



              LIABILITIES AND
            STOCKHOLDERS' EQUITY


     Current liabilities:

               Accounts payable                                             $13,346                           $16,452

                Accrued liabilities and
                other                                                17,553               19,374

                Accrued employee
                compensation                                         17,041               15,311

                Accrued taxes and
                surcharges                                            4,294                9,902

               Deferred revenue                                      52,461               50,616
                                                                     ------               ------

                                          Total current liabilities                                            104,695                    111,655


                Long-term deferred
                revenue                                              20,865               20,659

                Other long-term
                liabilities                                           4,600                4,014

                                          Total liabilities                                                    130,160                    136,328
                                                                                                               -------                    -------


     Stockholders' equity:


               Common stock                                         371,871              361,695

               Accumulated deficit                                (166,908)           (171,567)

                                          Total stockholders' equity                                           204,963                    190,128
                                                                                                               -------                    -------


                                           Total liabilities and
                                           stockholders' equity                                               $335,123                   $326,456
                                                                                                              ========                   ========




                                               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,
                                                                                                                     ------------

                                                                                                     2015                               2014               2015               2014
                                                                                                     ----                               ----               ----               ----


     Revenue:

                         Product                                  $41,048                                  $46,913                             $82,581             $94,620

                          Hosted and
                          related
                          services                                 30,484                                   25,503                              59,886              50,115

                          Support and
                          services                                 18,899                                   18,191                              37,989              36,024

                                            Total revenue                                          90,431                             90,607            180,456            180,759

     Cost of revenue:

                         Product                                   13,692                                   15,613                              27,173              32,392

                          Hosted and
                          related
                          services                                 14,119                                   15,423                              27,946              30,751

                          Support and
                          services                                  4,735                                    4,301                               9,440               8,582

                                            Total cost of revenue                                  32,546                             35,337             64,559             71,725
                                                                                                   ------                             ------             ------             ------

     Gross profit                  57,885                                                           55,270                            115,897            109,034

                           Gross profit %                          64.0%                                   61.0%                              64.2%              60.3%


     Operating expenses:

                          Research and
                          development                              13,793                                   13,272                              27,630              26,933

                          Sales and
                          marketing                                30,272                                   29,301                              61,115              58,317

                          General and
                          administrative                            9,703                                   10,562                              19,818              20,553

                          Settlements and
                          defense fees                                  -                                   8,422                                   -              8,422

                          Acquisition-
                          related costs                               534                                        -                                534                   -

                                            Total operating expenses                               54,302                             61,557            109,097            114,225
                                                                                                   ------                             ------            -------            -------

      Income (loss) from
      operations                    3,583                                                          (6,287)                             6,800            (5,191)

      Other income
      (expense), net                (675)                                                           (450)                           (1,375)             (816)
                                     ----                                                             ----                             ------               ----

      Income (loss)
      before provision
      for income tax                2,908                                                          (6,737)                             5,425            (6,007)

      Provision for
      income tax                      363                                                              125                                766                503

     Net income (loss)             $2,545                                                         $(6,862)                            $4,659           $(6,510)
                                   ======                                                          =======                             ======            =======

      Net income (loss)
      per share:

                         Basic                                      $0.04                                  $(0.11)                              $0.07             $(0.10)
                                                                    =====                                   ======                               =====              ======

                         Diluted                                    $0.04                                  $(0.11)                              $0.07             $(0.10)
                                                                    =====                                   ======                               =====              ======


      Shares used in
      computing net
      income (loss) per
      share:

                         Basic                                     66,184                                   63,728                              65,725              63,348
                                                                   ======                                   ======                              ======              ======

                         Diluted                                   68,074                                   63,728                              67,471              63,348
                                                                   ======                                   ======                              ======              ======



                                                                                                                     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,
                                                      ------------                   ------------

                                                                    2015      2014                                 2015                             2014
                                                                    ----      ----                                 ----                             ----

    GAAP Product gross profit                                  $27,356                                       $31,300                                      $55,408            $62,228

                                    Stock-based
                                    compensation
                                    charges                           12  (a)                                       13                  (a)                      41    (a)          49     (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                        9  (b)                                      117                  (b)                      17    (b)         379     (b)

    Non-GAAP Product gross profit                              $27,377                                       $31,430                                      $55,466            $62,656
                                                               =======                                       =======                                      =======            =======

    Non-GAAP Product gross margin                                66.7%                                        67.0%                                       67.2%             66.2%


    GAAP Hosted and related
     services gross profit                                     $16,365                                       $10,080                                      $31,940            $19,364

                                    Stock-based
                                    compensation
                                    charges                          283  (a)                                      293                  (a)                     667    (a)         636     (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                      825  (b)                                      834                  (b)                   1,651    (b)       1,667     (b)

                                    Litigation,
                                    settlements
                                    and defense
                                    fees                               - (c)                                      482                  (c)                       -   (c)         482     (c)

    Non-GAAP Hosted and related
     services gross profit                                     $17,473                                       $11,689                                      $34,258            $22,149
                                                               =======                                       =======                                      =======            =======

    Non-GAAP Hosted and related
     services gross margin                                       57.3%                                        45.8%                                       57.2%             44.2%


    GAAP Support and services
     gross profit                                              $14,164                                       $13,890                                      $28,549            $27,442

                                    Stock-based
                                    compensation
                                    charges                          135  (a)                                      118                  (a)                     347    (a)         298     (a)

    Non-GAAP Support and
     services gross profit                                     $14,299                                       $14,008                                      $28,896            $27,740
                                                               =======                                       =======                                      =======            =======

    Non-GAAP Support and
     services gross margin                                       75.7%                                        77.0%                                       76.1%             77.0%


    GAAP total gross profit                                    $57,885                                       $55,270                                     $115,897           $109,034

                                    Stock-based
                                    compensation
                                    charges                          430  (a)                                      424                  (a)                   1,055    (a)         983     (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                      834  (b)                                      951                  (b)                   1,668    (b)       2,046     (b)

                                    Litigation,
                                    settlements
                                    and defense
                                    fees                               - (c)                                      482                  (c)                       -   (c)         482     (c)

    Non-GAAP total gross profit                                $59,149                                       $57,127                                     $118,620           $112,545
                                                               =======                                       =======                                     ========           ========

    Non-GAAP total gross margin                                  65.4%                                        63.0%                                       65.7%             62.3%


    GAAP income (loss) from
     operations                                                 $3,583                                      $(6,287)                                      $6,800           $(5,191)

                                    Stock-based
                                    compensation
                                    charges                        2,160  (a)                                    2,046                  (a)                   4,932    (a)       4,585     (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                    1,683  (b)                                    1,773                  (b)                   3,339    (b)       3,689     (b)

                                    Litigation,
                                    settlements
                                    and defense
                                    fees                               - (c)                                    8,904                  (c)                       -   (c)       8,904     (c)

                                    Acquisition-
                                    related
                                    costs                            534  (d)                                        -                 (d)                     534    (d)           -    (d)

    Non-GAAP income from
     operations                                                 $7,960                                        $6,436                                      $15,605            $11,987
                                                                ======                                        ======                                      =======            =======


    GAAP net income (loss)                                      $2,545                                      $(6,862)                                      $4,659           $(6,510)

                                    Stock-based
                                    compensation
                                    charges                        2,160  (a)                                    2,046                  (a)                   4,932    (a)       4,585     (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                    1,683  (b)                                    1,773                  (b)                   3,339    (b)       3,689     (b)

                                    Litigation,
                                    settlements
                                    and defense
                                    fees                               - (c)                                    8,904                  (c)                       -   (c)       8,904     (c)

                                    Acquisition-
                                    related
                                    costs                            534  (d)                                        -                 (d)                     534    (d)           -    (d)

                                   Deferred tax
                                    provision
                                    arising from
                                    tax impact
                                    of above
                                    items                          (269) (e)                                    (436)                 (e)                   (625)   (e)       (562)    (e)

    Non-GAAP net income                                         $6,653                                        $5,425                                      $12,839            $10,106
                                                                ======                                        ======                                      =======            =======


    Non-GAAP net income per share:

                                   Basic                           $0.10                                         $0.09                                        $0.20              $0.16
                                   =====

                                   Diluted                         $0.10                                         $0.08                                        $0.19              $0.16
                                   =======


    Shares used in computing net income per share:

                                   Basic                          66,184                                        63,728                                       65,725             63,348
                                   =====

                                   Diluted                        68,074                                        65,396                                       67,471             64,991
                                   =======




                                                                                                               SHORETEL, INC.

                                                                                                  GAAP TO NON-GAAP RECONCILIATION FOOTNOTES

                                                                                                           (Amounts in thousands)

                                                                                                                 (Unaudited)



                                                       Three Months Ended                                   Six Months Ended

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

                                                                        2015                                                            2014               2015               2014
                                                                        ----                                                            ----               ----               ----

    (a)  Stock-based
         compensation
         included in:

        Cost of product revenue                                          $12                                                             $13                $41                $49

         Cost of hosted and related
         services revenue                                                283                                                             293                667                636

         Cost of support and services
         revenue                                                         135                                                             118                347                298

        Research and development                                         433                                                             461                920              1,119

        Sales and marketing                                              569                                                             585              1,431              1,296

        General and administrative                                       728                                                             576              1,526              1,187

                                                                      $2,160                                                          $2,046             $4,932             $4,585
                                                                      ======                                                          ======             ======             ======


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

        Cost of product revenue                                           $9                                                            $117                $17               $379

         Cost of hosted and related
         services                                                        825                                                             834              1,651              1,667

        Sales and marketing                                              849                                                             822              1,671              1,643

                                                                      $1,683                                                          $1,773             $3,339             $3,689
                                                                      ======                                                          ======             ======             ======


    (c)  Litigation,
         settlements and
         defense fees
         included in:

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

        General and administrative                                         -                                                          8,422                  -             8,422

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


    (d)  Direct
         acquisition
         costs included
         in:

         Acquisition-related costs                                      $534                                               $               -              $534  $               -

                                                                        $534                                               $               -              $534  $               -
                                                                        ====                                               =================              ====  =================


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




                                       SHORETEL, INC.

                 RECONCILIATION OF GAAP TO NON-GAAP FOR Q3 2016 PROJECTIONS

                                   (Amounts in thousands)

                                         (Unaudited)


                                                                Three Months Ending

                                                                  March 31, 2016
                                                                  --------------


                                                     High                          Low
                                                     ----                          ---

               GAAP gross profit %                                    61.5%             60.5%

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

           Non-GAAP gross profit %                                    63.0%             62.0%



     Total GAAP operating expenses                                     $60.0              $61.0

     Adjustments for
      stock-based
      compensation and
      acquisition-
      related intangible
      asset amortization                              $3.0                             $3.0
     -------------------

      Total non-GAAP operating
      expenses                                                         $57.0              $58.0

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SOURCE ShoreTel