SUNNYVALE, Calif., Jan. 23, 2014 /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 its fiscal year 2014, which ended December 31, 2013.

(Logo: http://photos.prnewswire.com/prnh/20131118/MM19469LOGO)

For the second quarter of fiscal 2014, total revenue was $84.5 million, an increase of 13 percent compared to the second quarter of fiscal 2013. 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 2014, was $3.2 million, or $0.05 per share. This compares with a non-GAAP net loss of $2.6 million, or $0.04 per share, in the second quarter of fiscal 2013. GAAP net loss was $0.9 million, or $0.02 per share, in the second quarter of fiscal 2014, compared with a GAAP net loss of $10.4 million, or $0.18 per share, in the second quarter of fiscal 2013.

"The positive second quarter results validate the ongoing value of our business model which led to our revenue growth, non-GAAP profitability and significant cash flow from operations," said Don Joos, president and CEO of ShoreTel. "We have strategically positioned the company for the growth opportunities in our industry and we remain focused on executing key initiatives including our enhanced channel partner program, sales team integration and product launches."

Second Quarter of Fiscal 2014 Financial Highlights

Recurring revenue, which consists of cloud monthly recurring revenue and premise support revenues, reached an annualized value of $126 million; an increase of 20 percent compared to the second quarter of fiscal 2013, and represented 37 percent of total revenues in the second quarter of fiscal 2014.

Non-GAAP gross margin, which excludes stock-based compensation charges, amortization of acquisition-related intangibles and other charges, for the second quarter of fiscal year 2014, was 60.7 percent, compared with 61.8 percent in the year-ago period. GAAP gross margin for the second quarter of fiscal year 2014 was 59.0 percent, compared with 58.8 percent in the second quarter of fiscal year 2013.

In the second quarter of fiscal 2014 the company generated free cash flow of $7.3 million consisting of $13.5 million in cash flow from operations less $6.2 million of capital expenditures. The company reduced its debt obligations down to $9 million and had $57.3 million in cash, cash equivalents and short-term investments as of December 31, 2013.

Line of Business Results

ShoreTel Sky

ShoreTel Sky hosted revenues of $21.7 million were up 27 percent year-over-year and 5 percent sequentially. Non-GAAP gross margins on hosted revenue were 39.8 percent in the second quarter of fiscal 2014, compared with 43.3 percent in the second quarter of fiscal 2013. The total number of installed customer seats increased 40 percent over the second quarter of fiscal 2013 to approximately 136,000. Annualized revenue churn remained slightly below 4 percent.

Premise Business

Premise revenues of $62.8 million were up 9 percent year-over-year and down 1 percent sequentially. Product revenues growth accelerated to 6 percent year-over-year and Support and Services revenues grew 18 percent year-over-year. Non-GAAP gross margins in the premise business were 67.9 percent in the second quarter of fiscal 2014, compared with 67.3 percent in the second quarter of fiscal 2013.

Selected Operational Metrics




               Quarter Ended  Quarter Ended  Quarter Ended  Quarter Ended  Quarter Ended

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


     Annual
     recurring
     revenue
     run
     rate
     (in
     millions)        $125.6         $121.1         $114.7         $108.3         $104.9


     Cloud
     Monthly
     Average
     Revenue
     Per
     User
     (ARPU)              $45            $47            $49            $50            $53


     Cloud
     Average
     #
     of
     Seats
     per
     Customer             44             43             44             43             41


     Cloud
     Average
     Monthly
     Recurring
     Revenue
     Per
     Customer         $1,982         $2,040         $2,123         $2,131         $2,162


     Cloud
     Monthly
     Revenue
     Churn
     Rate                0.3%           0.3%           0.3%           0.3%           0.3%


     Total
     Company
     Headcount           925            932            965            957            965


     Non-
     GAAP
     Gross
     Margin-
     Premise            67.9%          68.5%          67.8%          68.3%          67.3%


     Non-
     GAAP
     Gross
     Margin-
     Hosted             39.8%          43.4%          39.1%          41.7%          43.3%

Business Highlights

ShoreTel Launches Enhancements to its Channel Partner Program

In January ShoreTel launched its enhancements to its channel partner program. Under the program many of ShoreTel's existing channel partners and new cloud partners complete product education and sales training related to ShoreTel's Sky products to prepare them to identify opportunities and sell ShoreTel's cloud solutions. Many partners also make commitments to achieve certain sales targets under agreed upon compensation plans.

The program is leveraging ShoreTel's experience with its mature channel partner network to attract customers that are larger and have more complex unified communications needs.

ShoreTel Integrates its Cloud and Premise Sales Teams

In January ShoreTel integrated its cloud and premise sales teams. In addition, certain members of the sales team now carry a cloud sales quota which is incremental to their premise quota. The increased coordination of the sales team and ShoreTel's channel partners further improves ShoreTel's ability to solve the unified communications needs of the company's total addressable market.

ShoreTel Appoints Mark Roberts as Chief Marketing Officer

In December, ShoreTel appointed Mark Roberts to be its new chief marketing officer. Roberts has more than 20 years of technology marketing experience and brings strong technology, channel and unified communications expertise to ShoreTel. As such, Roberts' background is complementary to ShoreTel's strategic direction and growth initiatives, and he will play an instrumental role in executing the company's plans. As ShoreTel's CMO, Roberts will lead the overall marketing strategy, product marketing, demand generation, branding and external communications.

ShoreTel Continues to Demonstrate its Industry Leadership and World Class Customer Service

ShoreTel's focus on its customers' primary needs was recognized by Frost & Sullivan, which named ShoreTel as North America's "Company of the Year for Unified Communications and Collaboration". The report cites ShoreTel's ability to help its customers improve productivity and accelerate business processes as catalysts for long-term and sustainable growth.

ShoreTel's analytic research indicates that our customers who have received the best customer experience spend at twice the level as other customers. For the six months ending December 31, 2013, ShoreTel once again earned a Net Promoter Score above the world class threshold.

Business Outlook

ShoreTel is providing the following outlook for its fiscal third quarter of 2014 ending March 31, 2014:



    --  Revenue is expected to be in the range of $80 million to $85 million.

    --  GAAP gross margin is expected to be in the range of 59 percent to 60
        percent.  Non-GAAP gross margin, which excludes approximately $1.4
        million in stock-based compensation charges, amortization of
        acquisition-related intangibles and other charges, is expected to be in
        the range of 61 percent to 62 percent.
    --  GAAP operating expenses are expected to be in the range of $50.5 million
        to $51.5 million. Non-GAAP operating expenses, which excludes
        approximately $2.5 million in stock-based compensation charges,
        amortization of acquisition-related intangibles and other charges are
        expected to be in the range of $48 million to $49 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 23, 2014. To access the conference call, dial +1-877-317-6789 for callers in the U.S. or + 1-412-317-6789 for international callers and provide the operator with the conference identification number of 10039017.

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 January 31, 2014 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 10039017.

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 in the "Business Outlook" section regarding ShoreTel's anticipated future revenues, gross margins, operating expenses 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 ShoreTel Sky business, market acceptance of cloud-based products, our ability to maintain our premise business in a profitable manner, supply and manufacturing risks, our ability to control costs as we expand our business, our ability to attract, retain and ramp new sales personnel, potentially longer sales cycles, uncertainties inherent in the product development cycle, 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, 2013, and in its Form 10-Q for the quarter ended September 30, 2013.

Related Links & Conversation


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

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. 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,

                                                                               2013                    2013
                                                                               ----                    ----


                                        ASSETS

    Current assets:

      Cash
       and
       cash
       equivalents                           $52,226                                                $43,775

       Short-
       term
       investments                   5,080                                    7,501

       Accounts
       receivable
       -
       net                          30,838                                   37,118

      Inventories                   19,282                                   18,891

       Indemnification
       asset                         6,151                                    6,277

       Prepaid
       expenses
       and
       other
       current
       assets                        5,897                                    6,417
                                     -----                                    -----

                          Total
                          current
                          assets             119,474                                 119,979


    Property and equipment - net                                             19,333                  15,625

    Goodwill                                                                122,750                 122,750

    Intangible assets                                                        33,069                  38,138

    Other assets                                                              3,088                   3,295

                          Total
                          assets            $297,714                                               $299,787
                                            ========                                               ========



                         LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

       Accounts
       payable                               $14,337                                                 $9,790

       Accrued
       liabilities
       and
       other                        15,161                                   17,766

       Accrued
       employee
       compensation                 15,321                                   13,159

       Accrued
       taxes
       and
       surcharges                   11,100                                   11,312

       Purchase
       consideration                 3,684                                    3,577

       Deferred
       revenue                      43,889                                   39,692
                                    ------                                   ------

                          Total
                          current
                          liabilities        103,492                                  95,296


      Line
       of
       credit
       -
       net                           9,048                                   29,004

      Long-
       term
       deferred
       revenue                      16,790                                   15,294

      Other
       long-
       term
       liabilities                   3,693                                    4,053

                          Total
                          liabilities        133,023                                 143,647
                                             -------                                 -------


    Stockholders' equity:


       Common
       stock                       332,784                                  322,258

       Accumulated
       deficit                    (168,093)                                (166,118)

                          Total
                          stockholders'
                          equity             164,691                                 156,140
                                             -------                                 -------


                          Total
                          liabilities
                          and
                          stockholders'
                          equity            $297,714                                               $299,787
                                            ========                                               ========

                                               
      SHORETEL, INC.
                                               
      CONDENSED CONSOLIDATED STATEMENTS OF
       OPERATIONS
                                               
      (Amounts in thousands, except per share
       amounts)
                                               
      (Unaudited)
                                                                                                                                        
                                                                                          
                                                  Three Months            Six Months
                                                     Ended                  Ended
                                                                                          
                                                 December 31,           December 31,
                                                                                                                  
                                                           2013                     2012                 2013                     2012
                                                           ----                     ----                 ----                     ----
                                                                                                                                        
                                                                                                                                        
    Revenue:
                                                                                                                                       
      Product                                           $46,557                  $43,769              $94,239                  $89,603
                                                                                                                  
      Hosted and
       related
       services                                          21,719                   17,087               42,458                   32,749
                                                                                                                  
      Support and
       services                                          16,209                   13,780               32,075                   27,268
                                                                                                                  
        Total revenue                                    84,485                   74,636              168,772                  149,620
                                                                                                                                        
    Cost of revenue:
                                                                                                                  
      Product                                            16,341                   15,069               32,637                   30,856
                                                                                                                  
      Hosted and
       related
       services                                          14,078                   11,400               26,611                   20,542
                                                                                                                  
      Support and
       services                                           4,207                    4,279                8,489                    8,468
                                                                                                                  
        Total cost of revenue                            34,626                   30,748               67,737                   59,866
                                                         ------                   ------               ------                   ------
                                                                                                                  
    Gross profit                                         49,859                   43,888              101,035                   89,754
                                                                                                                  
    Gross
     profit %                                             59.0%                    58.8%                59.9%                    60.0%
                                                                                                                                        
                                                                                                                                        
    Operating expenses:
                                                                                                                  
      Research
       and
       development                                       12,281                   12,195               25,561                   26,148
                                                                                                                  
      Sales and
       marketing                                         27,355                   31,739               55,021                   62,495
                                                                                                                  
      General and
       administrative                                    10,398                    9,292               21,027                   17,887
                                                                                                                  
        Total operating expenses                         50,034                   53,226              101,609                  106,530
                                                         ------                   ------              -------                  -------
                                                                                                                  
    Loss from operations                                   (175)                  (9,338)                (574)                 (16,776)
                                                                                                                  
    Other income (expense), net                            (539)                    (926)                (966)                  (1,328)
                                                           ----                     ----                 ----                   ------
                                                                                                                  
    Loss before provision for
     income tax                                            (714)                 (10,264)              (1,540)                 (18,104)
                                                                                                                  
    Provision for income tax                                226                       90                  435                      287
                                                                                                                                        
    Net loss                                              $(940)                $(10,354)             $(1,975)                $(18,391)
                                                          =====                 ========               ======                 ========
                                                                                                                                        
    Net loss per share:
                                                                                                                                       
      Basic and
       diluted                                           $(0.02)                  $(0.18)              $(0.03)                  $(0.32)
                                                         ======                   ======               ======                   ======
                                                                                                                                        
                                                                                                                                        
    Shares used in computing
     net loss per share:
                                                                                                                  
      Basic and
       diluted                                           60,809                   58,566               60,177                   58,376
                                                         ======                   ======               ======                   ======

                                                                                                                                                                                                                            
                                                                                                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,
                                                       ------------                            ------------
                                                                                                                                                                                  
                                                                 2013                 2012                                       2013                                            2012
                                                                 ----                 ----                                       ----                                            ----
                                                                                                                                                                                                                           
    GAAP Premise gross profit                                 $42,218                                     $38,201                                    $85,188                                         $77,547
                                                                                                                                                                                                                          
                              Share-based
                              compensation
                              expense                             142      (a)                                273         (a)                            418          (a)         530                          (a)
                                                                                                                                                                                
                              Amortization of
                              acquisition-
                              related
                              intangibles                         268      (b)         260                          (b)        537      (b)                     520              (b)
                                                                                                                                                                                                                          
                              Severance and
                              other                                 -      (c)                                  -         (c)                              -          (c)           2                          (c)
                                                                                                                                                                                                                           
    Non-GAAP Premise gross profit                             $42,628                                     $38,734                                    $86,143                                         $78,599
                                                              =======                                     =======                                    =======                                         =======
                                                                                                                                                                                                                           
    Non-GAAP Premise gross margin                                67.9%                                       67.3%                                      68.2%                                           67.3%
                                                                                                                                                                                                                            
                                                                                                                                                                                                                            
    GAAP Hosted gross profit                                   $7,641                                      $5,687                                    $15,847                                         $12,207
                                                                                                                                                                                                                          
                              Share-based
                              compensation
                              expense                             183      (a)                                 40         (a)                            232          (a)          78                          (a)
                                                                                                                                                                                
                              Amortization of
                              acquisition-
                              related
                              intangibles                         817      (b)         749                          (b)      1,566      (b)                   1,498              (b)
                                                                                                                                                                                                                          
                              Severance and
                              other                                 -      (c)                                  -         (c)                              -          (c)           8                          (c)
                                                                                                                                                                                                                           
                              Prior quarter
                              charge for
                              change in
                              estimate of
                              sales, use and
                              telecommunications
                              tax                                   -      (g)                                927         (g)                              -          (g)                                927      (g)
                                                                                                                                                                                                                            
    Non-GAAP Hosted gross profit                               $8,641                                      $7,403                                    $17,645                                         $14,718
                                                               ======                                      ======                                    =======                                         =======
                                                                                                                                                                                                                           
    Non-GAAP Hosted gross margin                                 39.8%                                       43.3%                                      41.6%                                           44.9%
                                                                                                                                                                                                                            
                                                                                                                                                                                                                           
    GAAP total gross profit                                   $49,859                                     $43,888                                   $101,035                                         $89,754
                                                                                                                                                                                                                          
                              Share-based
                              compensation
                              expense                             325      (a)                                313         (a)                            650          (a)         608                          (a)
                                                                                                                                                                                
                              Amortization of
                              acquisition-
                              related
                              intangibles                       1,085      (b)       1,009                          (b)      2,103      (b)                   2,018              (b)
                                                                                                                                                                                                                          
                              Severance and
                              other                                 -      (c)                                  -         (c)                              -          (c)          10                          (c)
                                                                                                                                                                                                                           
                              Prior quarter
                              charge for
                              change in
                              estimate of
                              sales, use and
                              telecommunications
                              tax                                   -      (g)                                927         (g)                              -          (g)                                927      (g)
                                                                                                                                                                                                                           
    Non-GAAP total gross profit                               $51,269                                     $46,137                                   $103,788                                         $93,317
                                                              =======                                     =======                                   ========                                         =======
                                                                                                                                                                                                                           
    Non-GAAP total gross margin                                  60.7%                                       61.8%                                      61.5%                                           62.4%
                                                                                                                                                                                                                            
                                                                                                                                                                                                                            
    GAAP loss from operations                                   $(175)                                    $(9,338)                                     $(574)                                       $(16,776)
                                                                                                                                                                                                                          
                              Share-based
                              compensation
                              expense                           2,083      (a)                              3,499         (a)                          4,197          (a)       6,852                          (a)
                                                                                                                                                                                
                              Amortization of
                              acquisition-
                              related
                              intangibles                       1,974      (b)       1,898                          (b)      3,881      (b)                   3,796              (b)
                                                                                                                                                                                                                          
                              Severance and
                              Other                                 -      (c)                                  -         (c)                          1,019          (c)         382                          (c)
                                                                                                                                                                                                                           
                              Prior quarter
                              charge for
                              change in
                              estimate of
                              sales, use and
                              telecommunications
                              tax                                   -      (g)                              1,875         (g)                              -          (g)                              1,875      (g)
                                                                                                                                                                                                                            
    Non-GAAP income (loss) from operations                     $3,882                                     $(2,066)                                    $8,523                                         $(3,871)
                                                               ======                                     =======                                     ======                                         =======
                                                                                                                                                                                                                            
                                                                                                                                                                                                                            
    GAAP net loss                                               $(940)                                   $(10,354)                                   $(1,975)                                       $(18,391)
                                                                                                                                                                                                                          
                              Share-based
                              compensation
                              expense                           2,083      (a)                              3,499         (a)                          4,197          (a)       6,852                          (a)
                                                                                                                                                                                
                              Amortization of
                              acquisition-
                              related
                              intangibles                       1,974      (b)       1,898                          (b)      3,881      (b)                   3,796              (b)
                                                                                                                                                                                                                          
                              Severance and
                              Other                                 -      (c)                                  -         (c)                          1,019          (c)         382                          (c)
                                                                                                                                                                                                                          
                              Interest charge
                              from change in
                              fair value of
                              purchase
                              consideration                        54     (d)                                 465        (d)                             107          (d)         653                         (d)
                                                                                                                                                                                                                           
                              Deferred tax
                              benefit
                              (provision)
                              arising from
                              tax impact of
                              above items                          55      (e)                                  2         (e)                             16          (e)                                145      (e)
                                                                                                                                                                                                                           
                              Prior quarter
                              charge for
                              change in
                              estimate of
                              sales, use and
                              telecommunications
                              tax                                   -      (g)                              1,875         (g)                              -          (g)                              1,875      (g)
                                                                                                                                                                                                                            
    Non-GAAP net income (loss)                                 $3,226                                     $(2,615)                                    $7,245                                         $(4,688)
                                                               ======                                     =======                                     ======                                         =======
                                                                                                                                                                                                                            
                                                                                                                                                                                                                            
    Non-GAAP net income (loss) per share:
                                                                                                                                                                                                                           
                             Basic                              $0.05                                      $(0.04)                                     $0.12                                          $(0.08)
                             =====
                                                                                                                                                                                                                           
                             Diluted (f)                        $0.05                                      $(0.04)                                     $0.12                                          $(0.08)
                             ==========
                                                                                                                                                                                                                            
                                                                                                                                                                                                                           
    Shares used in computing net income (loss) per share:
                                                                                                                                                                                                                           
                             Basic                             60,809                                      58,566                                     60,177                                          58,376
                             =====
                                                                                                                                                                                                                           
                             Diluted (f)                       62,999                                      58,566                                     61,651                                          58,376
                             =======


                                                                         SHORETEL, INC.

                                                            GAAP TO NON-GAAP RECONCILIATION FOOTNOTES

                                                                     (Amounts in thousands)

                                                                           (Unaudited)



                                         Three Months Ended        Six Months Ended

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

                                                          2013                 2012                            2013                   2012
                                                          ----                 ----                            ----                   ----

    (a)  Stock-
         based
         compensation
         included
         in:

        Cost of product revenue                            $16                                             $34                    $45         $84

         Cost of hosted and related
         services revenue                                  183                                              40                    232          78

         Cost of support and
         services revenue                                  126                                             239                    373         446

        Research and development                           402                                             919                    966       1,978

        Sales and marketing                                510                                           1,073                  1,054       1,935

        General and administrative                         846                                           1,194                  1,527       2,331

                                                        $2,083                                          $3,499                 $4,197      $6,852
                                                        ======                                          ======                 ======      ======


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

        Cost of product revenue                           $268                                            $260                   $537        $520

         Cost of hosted and related
         services                                          817                                             749                  1,566       1,498

        Sales and marketing                                851                                             851                  1,703       1,702

        General and administrative                          38                                              38                     75          76

                                                        $1,974                                          $1,898                 $3,881      $3,796
                                                        ======                                          ======                 ======      ======


    (c)  Severance
         and other
         expense
         included
         in:

         Cost of hosted and related
         services                            $               -                               $               -      $               -          $8

         Cost of support and
         services revenue                                    -                                               -                      -           2

        Research and development                             -                                               -                    674          99

        Sales and marketing                                  -                                               -                    172         235

        General and administrative                           -                                               -                    173          38
                                                           ===                                             ===                    ===         ===

                                             $               -                               $               -                 $1,019        $382
                                             =================                               =================                 ======        ====



    (d)  Interest
         charge
         from
         change in
         fair value
         of
         purchase
         consideration
         included
         in Other
         Expense                                           $54                                            $465                   $107        $653
        ==============


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


    (f)  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.


    (g)  Prior quarter charge for change
         in estimate of sales, use and
         telecommunications tax
         recognized in the current
         quarter:

         Cost of
         hosted and
         related
         services                            $               -                                            $927      $               -        $927

         General and
         administrative                                      -                                             948                      -         948

                                             $               -                                          $1,875      $               -      $1,875
                                             =================                                          ======      =================      ======


                                       SHORETEL, INC.

                   RECONCILIATION OF GAAP TO NON-GAAP FOR Q3 PROJECTIONS

                                   (Amounts in thousands)

                                        (Unaudited)


                                                 Three Months
                                                    Ending

                                               March 31, 2014
                                               --------------


                                                    High                  Low
                                                    ----                  ---

                                       60.0%                        59.0%

    GAAP gross profit %

                                        2.0%                         2.0%

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


                                       62.0%                        61.0%

    Non-GAAP gross profit %



                                    $51,500                      $50,500

    Total GAAP operating
     expenses

                                    (2,500)                      (2,500)

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


                                    $49,000                      $48,000

    Total non-GAAP operating
     expenses

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

SOURCE ShoreTel