SUNNYVALE, Calif., Aug. 2, 2017 /PRNewswire/ -- ShoreTel( ®) (NASDAQ: SHOR), a leading provider of communication solutions that make interactions simple, today announced financial results for the fourth quarter and fiscal year 2017, which ended June 30, 2017.

As the Company's strategic shift in revenue mix towards hosted revenue continues, fourth quarter of fiscal 2017 total revenue was $95.7 million, compared to $94.6 million in the fourth quarter of fiscal 2016 and $87.7 million in the prior quarter. GAAP net loss was $1.0 million, or $0.01 per share, in the fourth quarter of fiscal 2017, compared with a GAAP net loss of $0.7 million, or $0.01 per share, in the fourth quarter of fiscal 2016, and a GAAP net loss of $2.9 million, or $0.04 per share, in the prior quarter. Non-GAAP net income, which excludes stock-based compensation charges, amortization of acquisition-related intangibles, severance costs, acquisition-related cost, other adjustments and related tax charges, for the fourth quarter of fiscal year 2017, was $4.5 million, or $0.06 per diluted share. This compares with a non-GAAP net income of $3.5 million, or $0.05 per diluted share, in the fourth quarter of fiscal 2016 and a non-GAAP net income in the prior quarter of $0.6 million or $0.01 per diluted share.

"We ended our fiscal year with strong results in our June quarter. Our total revenue in the quarter was a record and our non-GAAP profitability reached its highest level in over a year," said Don Joos, president and CEO of ShoreTel. "While we continue to transform the business, our Hosted revenue growth was 19% for fiscal year 2017 and we had a significant sequential increase in premise customers migrating to our hosted solution."

Fourth Quarter of Fiscal 2017 Financial Highlights
Hosted revenues of $39.7 million in the fourth quarter of fiscal 2017 were up 17 percent year-over-year and 4 percent sequentially. GAAP hosted gross margin for the fourth quarter of fiscal year 2017 was 54.0 percent, compared with 50.4 percent in the fourth quarter of fiscal year 2016. Non-GAAP hosted gross margin increased to 55.0 percent in the fourth quarter of fiscal 2017, representing an improvement over the 54.3 percent in the fourth quarter of fiscal 2016. The total number of installed customer seats increased 23 percent over the fourth quarter of fiscal 2016 to approximately 283,800. Hosted revenue churn was 5.3 percent annualized in the fourth quarter of fiscal 2017.

Product revenues of $36.5 million in the fourth quarter of fiscal 2017 were down 13 percent year-over-year but up 20 percent sequentially. GAAP product gross margin for the fourth quarter of fiscal year 2017 was 65.5 percent, compared with 67.5 percent in the fourth quarter of fiscal year 2016. Non-GAAP product gross margin was 65.5 percent in the fourth quarter of fiscal 2017, compared with 67.6 percent in the fourth quarter of fiscal 2016.

Support and services revenues of $19.6 million in the fourth quarter of fiscal 2017 were up 4 percent year-over-year and up 3 percent sequentially. GAAP support and service gross margin for the fourth quarter of fiscal year 2017 was 77.9 percent, compared with 75.0 percent in the fourth quarter of fiscal year 2016. Non-GAAP support and service gross margin was 80.0 percent in the fourth quarter of fiscal 2017, compared with 75.7 percent in the fourth quarter of fiscal 2016.

GAAP total gross margin for the fourth quarter of fiscal year 2017 was 63.3 percent compared with 62.9 percent in the fourth quarter of fiscal year 2016. Non-GAAP total gross margin, for the fourth quarter of fiscal year 2017, was 64.1 percent compared with 64.4 percent in the fourth quarter of fiscal 2016.

As of June 30, 2017, the Company had $115.9 million in cash, cash equivalents and short-term investments and no outstanding debt. The Company generated $11.7 million in cash flow from operations in the quarter ended June 30, 2017.

Fiscal Year 2017 Financial Highlights
Hosted revenues for fiscal 2017 were $150.2 million, up 19 percent compared to fiscal 2016. GAAP hosted gross margin for fiscal 2017 was 53.1 percent, compared with 51.5 percent in fiscal 2016. Non-GAAP hosted gross margin increased to 55.6 percent in fiscal 2017, compared with 55.4 percent in fiscal 2016.

Product revenues for fiscal 2017 were $131.2 million, down 17 percent compared to fiscal 2016. GAAP product gross margin in fiscal 2017 was 66.8 percent compared to 67.2 percent in fiscal 2016. Non-GAAP product gross margin was 66.9 percent in fiscal 2017, compared with 67.3 percent in fiscal 2016.

Support and services revenues for fiscal 2017 were $76.3 million, up 1 percent compared to fiscal 2016. GAAP support and service gross margin for fiscal year 2017 was 77.5 percent, compared with 74.5 percent in fiscal 2016. Non-GAAP support and service gross margin was 78.6 percent in fiscal 2017 compared to 75.3 percent in fiscal 2016.

Total revenues for fiscal 2017 were $357.8 million, down 1 percent compared to fiscal 2016. GAAP total gross margin for fiscal year 2017 was 63.3 percent compared with 63.2 percent in fiscal year 2016. Non-GAAP total gross margin, for the fiscal year 2017, was 64.6 percent compared with 64.8 percent in fiscal 2016.

GAAP net loss in fiscal 2017 was $12.4 million, or $0.18 per share, compared with a GAAP net loss of $4.8 million, or $0.07 per share in fiscal 2016. Non-GAAP net income for the fiscal year 2017 was $7.6 million, or $0.11 per diluted share. This compares with a non-GAAP net income of $12.4 million, or $0.18 per diluted share in fiscal 2016.

Selected Operational Metrics



                   Quarter Ended Quarter Ended  Quarter Ended   Quarter Ended    Quarter Ended

                        06/30/17      03/31/17       12/31/16        09/30/16         06/30/16
                        --------      --------       --------        --------         --------

    Recurring
     Revenue as a
     Percent of
     Total Revenue           60%           63%            61%             61%              54%


    Annual
     Recurring
     Revenue Run
     Rate (in
     millions)              $229           $223            $216             $211              $203


    Hosted Average
     Monthly
     Recurring
     Revenue Per
     Customer             $1,989         $1,991          $1,998           $2,076            $2,135


    Hosted Monthly
     Average
     Revenue Per
     User (ARPU)             $48            $48             $48              $50               $51


    Hosted Average
     # of Seats
     per Customer             42             41              41               42                42


    Hosted Revenue
     Churn Rate
     Annualized             5.3%          5.1%           4.6%            4.0%             5.8%


    Total Company
     Headcount             1,158          1,166           1,144            1,145             1,194

Fourth Quarter of Fiscal 2017 Business Highlights

ShoreTel Connect CLOUD Launched in Australia
ShoreTel announced the introduction of ShoreTel Connect(TM) CLOUD and ShoreTel Connect CLOUD Contact Center solutions in Australia.

Australia marks the latest step in ShoreTel's continued global expansion of its Connect CLOUD Unified Communications as-a-Service (UCaaS) solution. Connect CLOUD services are also available to customers in the United States, Canada and the United Kingdom. Additionally, Connect CLOUD follows the successful introduction of ShoreTel's first cloud based voice service in Australia, which has seen rapid partner uptake and strong customer demand since its launch last April.

Connect CLOUD services are sold through ShoreTel's Australian cloud partners who can also offer customers a range of professional services. The solution will not only be available to new customers but also for current ShoreTel customers as an opportunity to upgrade their existing cloud solution or migrate from an onsite system.

ShoreTel to Offer SMS APIs Through Google Cloud Platform

ShoreTel announced it has become a Google Cloud Platform(TM) Technology Partner. As part of this partnership, ShoreTel is offering an SMS API solution through the Google Cloud Launcher.

Google Cloud Launcher offers ready-to-go development stacks, solutions, and services to accelerate development. Developers are able to explore, deploy, and manage solutions with only a few clicks.

Through the Google Cloud Launcher, ShoreTel will offer developers the ability to integrate inbound and outbound SMS capabilities into new or existing applications using the SMS REST APIs of ShoreTel Summit(TM). A Communications Platform as a Service (CPaaS) solution, Summit's rich developer toolkits and API frameworks make it easy to embed SMS capabilities into system workflows or build custom apps for activities such as customer notifications, appointment reminders, marketing promotions, emergency alerts and more.

ShoreTel Introduces Global Numbers Service in Four Countries
ShoreTel announced it has expanded its ShoreTel Connect(TM) CLOUD unified communications solution with the addition of Global Numbers service.

Global Numbers allows multi-national organizations to create a local presence in the countries they serve by establishing unique Direct Inward Dial (DID) or International Toll-free Service (ITFS) numbers in each country. Global inbound calls can be routed to auto-attendants, IVRs or contact center queues and handled by teams at a central location, such as corporate headquarters. The service is available to Connect CLOUD customers in the U.S., Canada, U.K. and Australia.

ShoreTel's Global Numbers footprint covers countries where there has been strong demand. The service offers simple pricing with flat monthly rates for local DIDs and affordable per minute charges for inbound toll-free service.

ShoreTel and Its Leadership Recognized for Six Industry Awards

ShoreTel was honored with six awards that recognize the Company's senior leadership and commitment to innovation.

ShoreTel was awarded a Silver Stevie award for Most Innovative Tech Company - up to 2,500 employees, for its overall company growth, increased total revenue and elevated size of customer base.

At the Midsize Enterprise Summit (TM) ShoreTel chief marketing officer, Mark Roberts, was awarded the Best Vendor Spotlight which honors the event's top performing technology solution providers based on IT decision makers' perceptions during MES. Additionally, ShoreTel Teamwork was awarded Best Midmarket Solution: Services. ShoreTel Teamwork is a real-time collaboration application that allows teams to increase productivity on the go with features such as pervasive chat, task management, file sharing and more.

Eugenia Corrales, SVP of Solutions Group at ShoreTel, has been recognized by the Silicon Valley Business Journal with a Women of Influence 2017 award at a ceremony held on May 18th in San Jose, CA. This award recognizes professional accomplishments combined with impactful community involvement.

CRN (TM) named Heather Tenuto, vice president channels, to both the Women of the Channel 2017 and the Power 100 for her leadership at ShoreTel, including supporting market demand and empowering channel adoption around cloud technologies.

Business Outlook
Given the announcement made on July 27, 2017 regarding the Company's entry into a definitive agreement to be acquired by Mitel we will not be providing a business outlook.

Conference Call Information
Given the announcement made on July 27, 2017 regarding the Company's entry into a definitive agreement to be acquired by Mitel there will be no conference call in conjunction with this release.

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. 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 market opportunities. 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, the impact of the announcement of the proposed acquisition by Mitel on ShoreTel's business; the ability of ShoreTel and Mitel to complete the proposed transaction; 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 premises 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 and seek to maintain the minimum cash closing condition from the proposed merger with Mitel; 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 impact of mergers and consolidations 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, 2016 and most recent Quarterly Report on Form 10-Q.

About ShoreTel, Inc.
ShoreTel (NASDAQ: SHOR) provides businesses worldwide with communication solutions that make interactions simple. From business phone systems, unified communications https://www.shoretel.com/solutions/solution-tech-unified-communications and contact center solutions to a fully hosted voice and SMS development platform, ShoreTel delivers unmatched flexibility and ease for companies looking to increase productivity and drive innovation. ShoreTel offers solutions in the cloud, onsite or a hybrid of both, giving customers the freedom to choose the best fit for their business needs now and in the future. Headquartered in Sunnyvale, Calif., ShoreTel has offices and partners worldwide. For more information, visit shoretel.com.

ShoreTel, ShoreTel Connect, ShoreTel Summit and the ShoreTel logo are trademarks or registered trademarks of ShoreTel, Inc. in the United States and/or other countries. Google Cloud Platform is a trademark of Google Inc. Midsize Enterprise Summit and CRN are registered trademarks of The Channel Company 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
Investor Relations Officer
408-962-2573
bhutton@shoretel.com

(Tables follow)




                                                                  SHORETEL, INC.

                                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                              (Amounts in thousands)

                                                                   (Unaudited)


                                                                                              As of                       As of

                                                                                            June 30,                    June 30,

                                                                                                         2017                         2016
                                                                                                         ----                         ----


                                                    ASSETS

    Current assets:

                          Cash and cash
                          equivalents                       $67,223                                    $61,726

                          Short-term
                          investments                        48,665                                     46,433

                          Accounts receivable -
                          net                                31,393                                     32,902

                         Inventories                                           11,624                            12,488

                          Prepaid expenses and
                          other current assets               13,019                                     13,420
                                                           ------

                                                   Total current
                                                   assets                     171,924                           166,969


    Property and equipment - net                                                                   19,066                       21,551

    Goodwill                                                                                       129,449                      129,449

    Intangible assets                                                                              12,087                       18,788

    Other assets                                                                                    6,926                        5,581

                                                  Total assets               $339,452                          $342,338
                                                                             ========                          ========



                                     LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

                         Accounts payable                   $14,011                                    $14,932

                          Accrued liabilities
                          and other                          15,633                                     20,397

                          Accrued employee
                          compensation                       16,740                                     18,925

                          Accrued taxes and
                          surcharges                          3,614                                      3,917

                         Deferred revenue                    61,524                                     56,765
                                                           ------

                                                   Total current
                                                   liabilities                111,522                           114,936


                          Long-term deferred
                          revenue                            21,245                                     20,940

                          Other long-term
                          liabilities                         4,492                                      3,733

                                                   Total
                                                   liabilities                137,259                           139,609
                                                                              -------                           -------


    Stockholders' equity:


                         Common stock                       390,995                                    379,088

                         Accumulated deficit              (188,802)                                 (176,359)

                                                   Total
                                                   stockholders'
                                                   equity                     202,193                           202,729
                                                                              -------                           -------


                          Total
                                                   liabilities
                                                   and
                                                   stockholders'
                                                   equity                    $339,452                          $342,338
                                                                             ========                          ========



    SHORETEL, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (Amounts in thousands, except per share amounts)

    (Unaudited)


                                                            Three Months Ended                      Twelve Months Ended

                                                          June 30,             March 31,                                June 30,            June 30,
                                                                                                                                            --------

                                                                       2017                    2017                                    2016                  2017           2016
                                                                       ----                    ----                                    ----                  ----           ----


    Revenue:

                             Hosted and
                             related
                             services                               $39,654                 $38,272                                 $34,016              $150,242       $126,670

                            Product                                  36,510                  30,535                                  41,732               131,174        158,232

                             Support and
                             services                                19,557                  18,923                                  18,844                76,343         75,382

                            Total revenue                            95,721                  87,730                                  94,592               357,759        360,284

    Cost of revenue:

                             Hosted and
                             related
                             services                                18,233                  17,381                                  16,856                70,406         61,384

                            Product                                  12,593                   9,958                                  13,544                43,543         51,881

                             Support and
                             services                                 4,328                   4,169                                   4,705                17,194         19,199

                            Total cost of revenue                    35,154                  31,508                                  35,105               131,143        132,464
                                                                     ------                  ------                                  ------               -------        -------

    Gross profit                                                   60,567                  56,222                                  59,487               226,616        227,820

                                           Gross profit %            63.3%                  64.1%                                  62.9%                63.3%         63.2%


    Operating expenses:

                             Research and
                             development                             17,173                  17,122                                  16,375                67,068         60,509

                             Sales and
                             marketing                               32,902                  31,598                                  32,471               127,637        126,123

                             General and
                             administrative                          10,890                  11,080                                  10,683                43,532         41,778

                             Acquisition
                             related costs                                -                      -                                    133                     -         1,489

                             Settlements and
                             defense fees                                 -                   (19)                                     56                  (30)            56

                            Total operating expenses                 60,965                  59,781                                  59,718               238,207        229,955
                                                                     ------                  ------                                  ------               -------        -------

    Loss from operations                                            (398)                (3,559)                                  (231)             (11,591)       (2,135)

    Other income (expense), net                                     (138)                    778                                   (446)                   86        (2,097)
                                                                     ----                     ---                                    ----                   ---         ------

    Loss before provision for  income
     tax                                                            (536)                (2,781)                                  (677)             (11,505)       (4,232)

    Provision for income tax                                          420                     159                                      67                   938            560

    Net loss                                                       $(956)               $(2,940)                                 $(744)            $(12,443)      $(4,792)
                                                                    =====                 =======                                   =====              ========        =======

    Net loss per share:

                             Basic and
                             diluted                                $(0.01)                $(0.04)                                $(0.01)              $(0.18)       $(0.07)
                            ==========


    Shares used in computing net loss per share:

                             Basic and
                             diluted                                 68,518                  68,235                                  67,300                68,100         66,405
                            ==========



                                                                                                                                     SHORETEL, INC.

                                                                                                                            GAAP TO NON-GAAP RECONCILIATION

                                                                                                                    (Amounts in thousands, except per share amounts)

                                                                                                                                      (Unaudited)



                                                                                      Three Months Ended                                                                           Twelve Months Ended

                                                   June 30,             March 31,          June 30,                   June 30,                              June 30,

                                                                2017             2017                         2016               2017                                        2016
                                                                ----             ----                         ----               ----                                        ----

    GAAP Hosted and related
     services gross profit                                 $21,421                                      $20,891                                                       $17,160                               $79,836                $65,286

                                    Stock-based
                                    compensation
                                    charges                       61  (a)                                      63    (a)                                                    317      (a)                          261     (a)          1,272      (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                  327  (b)                                     921    (b)                                                    977      (b)                        3,202     (b)          3,613      (b)

                                    Severance
                                    costs                          - (d)                                      50    (d)                                                      -     (d)                           50     (d)              -     (d)

                                    Lease
                                    termination
                                    fee                            - (g)                                       -   (g)                                                      -     (g)                          155     (g)              -     (g)

    Non-GAAP Hosted and related
     services gross profit                                 $21,809                                      $21,925                                                       $18,454                               $83,504                $70,171
                                                           =======                                      =======                                                       =======                               =======                =======

    Non-GAAP Hosted and related
     services gross margin                                   55.0%                                       57.3%                                                        54.3%                                55.6%                 55.4%


    GAAP Product gross profit                              $23,917                                      $20,577                                                       $28,188                               $87,631               $106,351

                                    Stock-based
                                    compensation
                                    charges                        9  (a)                                      10    (a)                                                     11      (a)                           53     (a)             64      (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                    - (b)                                       -   (b)                                                      -     (b)                            -    (b)             19      (b)

                                    Severance
                                    costs                          - (d)                                       -   (d)                                                      -     (d)                            9     (d)              -     (d)

    Non-GAAP Product gross profit                          $23,926                                      $20,587                                                       $28,199                               $87,693               $106,434
                                                           =======                                      =======                                                       =======                               =======               ========

    Non-GAAP Product gross margin                            65.5%                                       67.4%                                                        67.6%                                66.9%                 67.3%


    GAAP Support and services
     gross profit                                          $15,229                                      $14,754                                                       $14,139                               $59,149                $56,183

                                    Stock-based
                                    compensation
                                    charges                       76  (a)                                      80    (a)                                                    122      (a)                          370     (a)            590      (a)

                                    Severance
                                    costs                        341  (d)                                       -   (d)                                                      -     (d)                          454     (d)             10      (d)

    Non-GAAP Support and
     services gross profit                                 $15,646                                      $14,834                                                       $14,261                               $59,973                $56,783
                                                           =======                                      =======                                                       =======                               =======                =======

    Non-GAAP Support and
     services gross margin                                   80.0%                                       78.4%                                                        75.7%                                78.6%                 75.3%


    GAAP total gross profit                                $60,567                                      $56,222                                                       $59,487                              $226,616               $227,820

                                    Stock-based
                                    compensation
                                    charges                      146  (a)                                     153    (a)                                                    450      (a)                          684     (a)          1,926      (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                  327  (b)                                     921    (b)                                                    977      (b)                        3,202     (b)          3,632      (b)

                                    Severance
                                    costs                        341  (d)                                      50    (d)                                                      -     (d)                          513     (d)             10      (d)

                                    Lease
                                    termination
                                    fee                            - (g)                                       -   (g)                                                      -     (g)                          155     (g)              -     (g)

    Non-GAAP total gross profit                            $61,381                                      $57,346                                                       $60,914                              $231,170               $233,388
                                                           =======                                      =======                                                       =======                              ========               ========

    Non-GAAP total gross margin                              64.1%                                       65.4%                                                        64.4%                                64.6%                 64.8%


    GAAP loss from operations                               $(398)                                    $(3,559)                                                       $(231)                            $(11,591)              $(2,135)

                                    Stock-based
                                    compensation
                                    charges                    2,102  (a)                                   2,194    (a)                                                  2,010      (a)                        9,789     (a)          8,871      (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                1,229  (b)                                   1,824    (b)                                                  1,881      (b)                        6,811     (b)          7,112      (b)

                                    Litigation,
                                    settlements
                                    and defense
                                    fees                           - (c)                                    (19)   (c)                                                     56      (c)                         (30)    (c)             56      (c)

                                    Severance
                                    costs                      2,053  (d)                                     523    (d)                                                    336      (d)                        3,734     (d)            493      (d)

                                    Acquisition
                                    related
                                    costs                          - (e)                                       -   (e)                                                    133      (e)                            -    (e)          1,489      (e)

                                    Strategic
                                    alternatives
                                    review costs                  52  (f)                                      42    (f)                                                      -     (f)                          557     (f)              -     (f)

                                    Lease
                                    termination
                                    fee                            - (g)                                       -   (g)                                                     54      (g)                          155     (g)             54      (g)

    Non-GAAP income from
     operations                                             $5,038                                       $1,005                                                        $4,239                                $9,425                $15,940
                                                            ======                                       ======                                                        ======                                ======                =======


    GAAP net loss                                           $(956)                                    $(2,940)                                                       $(744)                            $(12,443)              $(4,792)

                                    Stock-based
                                    compensation
                                    charges                    2,102  (a)                                   2,194    (a)                                                  2,010      (a)                        9,789     (a)          8,871      (a)

                                   Amortization
                                    of
                                    acquisition-
                                    related
                                    intangibles                1,229  (b)                                   1,824    (b)                                                  1,881      (b)                        6,811     (b)          7,112      (b)

                                    Litigation,
                                    settlements
                                    and defense
                                    fees                           - (c)                                    (19)   (c)                                                     56      (c)                         (30)    (c)             56      (c)

                                    Severance
                                    costs                      2,053  (d)                                     523    (d)                                                    336      (d)                        3,734     (d)            493      (d)

                                    Acquisition
                                    related
                                    costs                          - (e)                                       -   (e)                                                    133      (e)                            -    (e)          1,489      (e)

                                    Strategic
                                    alternatives
                                    review costs                  52  (f)                                      42    (f)                                                      -     (f)                          557     (f)              -     (f)

                                    Lease
                                    termination
                                    fee                            - (g)                                       -   (g)                                                     54      (g)                          155     (g)             54      (g)

                                    Gain on sale
                                    of non-
                                    marketable
                                    investments                    - (h)                                   (920)   (h)                                                      -     (h)                        (920)    (h)              -     (h)

                                   Deferred tax
                                    benefit
                                    (provision)
                                    arising from
                                    tax impact
                                    of above
                                    items                         29  (i)                                   (154)   (i)                                                  (238)     (i)                         (34)    (i)          (871)     (i)

    Non-GAAP net income                                     $4,509                                         $550                                                        $3,488                                $7,619                $12,412
                                                            ======                                         ====                                                        ======                                ======                =======


    Non-GAAP net income per share:

                                   Basic                       $0.07                                        $0.01                                                         $0.05                                 $0.11                  $0.19
                                   =====

                                   Diluted                     $0.06                                        $0.01                                                         $0.05                                 $0.11                  $0.18
                                   =======


    Shares used in computing net income per share:

                                   Basic                      68,518                                       68,235                                                        67,300                                68,100                 66,405
                                   =====

                                   Diluted                    69,534                                       69,344                                                        68,487                                69,397                 67,941
                                   =======




                                                                                                    SHORETEL, INC.

                                                                                       GAAP TO NON-GAAP RECONCILIATION FOOTNOTES

                                                                                                (Amounts in thousands)

                                                                                                      (Unaudited)





                                                                     Three Months Ended                   Twelve Months Ended

                                      June 30,         March 31,                                 June 30,                        June 30,               June 30,

                                                  2017          2017                                       2016                                 2017             2016
                                                  ----          ----                                       ----                                 ----             ----

    (a)  Stock-based
         compensation
         included in:

         Cost of hosted and related
         services revenue                          $61                                     $63                                                     $317                          $261            $1,272

        Cost of product revenue                      9                                      10                                                       11                            53                64

         Cost of support and services
         revenue                                    76                                      80                                                      122                           370               590

        Research and development                   518                                     550                                                      495                         2,256             1,854

        Sales and marketing                        637                                     650                                                      566                         2,909             2,569

        General and administrative                 801                                     841                                                      499                         3,940             2,522

                                                $2,102                                  $2,194                                                   $2,010                        $9,789            $8,871
                                                ======                                  ======                                                   ======                        ======            ======


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

         Cost of hosted and related
         services                                 $327                                    $921                                                     $977                        $3,202            $3,613

        Cost of product revenue                      -                                      -                                                       -                            -               19

        Sales and marketing                        895                                     895                                                      896                         3,579             3,465

        General and administrative                   7                                       8                                                        8                            30                15

                                                $1,229                                  $1,824                                                   $1,881                        $6,811            $7,112
                                                ======                                  ======                                                   ======                        ======            ======


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

        Settlements and defense fees       $         -                                  $(19)                                                     $56                         $(30)              $56

                                           $         -                                  $(19)                                                     $56                         $(30)              $56
                                           ===========                                   ====                                                      ===                          ====               ===


    (d)  Severance costs
         included in:

         Cost of hosted and related
         services                          $         -                                    $50                                              $         -                          $50     $           -

        Cost of product revenue                      -                                      -                                                       -                            9                 -

        Cost of support and services               341                                       -                                                       -                          454                10

        Research and development                   242                                     107                                                      277                           412               402

        Sales and marketing                      1,406                                     366                                                       59                         2,738                78

        General and administrative                  64                                       -                                                       -                           71                 3

                                                $2,053                                    $523                                                     $336                        $3,734              $493
                                                ======                                    ====                                                     ====                        ======              ====


    (e)  Direct
         acquisition
         costs included
         in:

         Acquisition-related costs         $         -                         $            -                                                    $133                 $           -           $1,489

                                           $         -                         $            -                                                    $133                 $           -           $1,489
                                           ===========                         ==============                                                    ====                 =============           ======


    (f)  Strategic
         alternatives
         review costs
         included in:

        General and administrative                 $52                                     $42                                              $         -                         $557     $           -

                                                   $52                                     $42                                              $         -                         $557     $           -
                                                   ===                                     ===                                              ===========                         ====     =============


    (g)  Lease
         termination fee
         included in:

         Cost of hosted and related
         services                          $         -                         $            -                                             $         -                         $155     $           -

        General and administrative                   -                                      -                                                      54                             -               54

                                           $         -                        $             -                                                     $54                          $155               $54
                                           ===========                        ===============                                                     ===                          ====               ===


    (h)  Gain on sale of
         non-marketable
         investments
         included in:

        Other income (expense), net        $         -                                 $(920)                                             $         -                       $(920)    $           -

                                           $         -                                 $(920)                                             $         -                       $(920)    $           -
                                           ===========                                  =====                                              ===========                        =====     =============



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

           (i)

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SOURCE ShoreTel