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ShoreTel Inc.$4.27$.071.67%

    ShoreTel Reports Financial Results for Fourth Quarter and Fiscal Year 2012
    Tuesday, August 14, 2012 at 4:02:00 PM ET
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ShoreTel(R) (SHOR), the leading provider of brilliantly simple phone and Unified Communication (UC) systems for both premise and cloud-based solutions, today announced financial results for its fiscal fourth quarter and fiscal year 2012.

For the fourth quarter of fiscal 2012, consolidated revenue was $78.5 million, an increase of 39 percent sequentially over the third quarter of fiscal 2012 and an increase of 39 percent from the fourth quarter of fiscal 2011. Fourth quarter revenue includes a full quarter of revenue from the Cloud division, formerly M5 Networks, which was acquired on March 23, 2012. The non-GAAP net loss for the fourth quarter of fiscal year 2012 was $(0.2) million, or $(0.00) per share which excludes stock-based compensation charges, amortization of acquisition-related intangibles, other charges and related tax adjustments. This compares with non-GAAP net income of $1.3 million, or $0.03 per share, in the fourth quarter of fiscal 2011.

For the 2012 fiscal year, consolidated revenue was an all-time record of $246.6 million, up 23 percent from fiscal year 2011. The non-GAAP net loss for fiscal year 2012 was $(1.4) million, or $(0.03) per share, which excludes stock-based compensation charges, amortization of acquisition-related intangibles, litigation settlement costs, other charges and related tax adjustments. This compares with non-GAAP net income of $0.7 million, or $0.01 per share, in fiscal 2011.

"This year we took an important step to position ShoreTel for long-term market leadership through the acquisition of the unified communications cloud pioneer M5 Networks. With this addition, ShoreTel can offer customers a full range of premise, cloud or hybrid solutions," said Peter Blackmore, president and CEO of ShoreTel. "Despite economic headwinds, ShoreTel once again improved our market share in the March quarter, growing from 6.5 percent to 7.7 percent in the United States Enterprise IP Telephony market, according to Synergy Research, further extending our position as the third largest vendor in the United States."

Blackmore added, "Our premise business is strong and continues to grow. We were pleased to deliver a solid operating profit in this part of our business in the fourth quarter and for our fiscal year. With growth in fourth quarter cloud bookings of over 40 percent year-over-year, we are convinced that it is the right time to press for a market leadership position. We plan to make appropriate investments in our cloud infrastructure to support the strong bookings growth we expect as we move forward into fiscal 2013."

Fourth Quarter 2012 Financial Highlights

GAAP gross margin for the fourth quarter of fiscal year 2012 was 60.9 percent, compared with 65.6 percent in the fourth quarter of fiscal year 2011. The year-over-year decline was the result of the inclusion of a full quarter of the Cloud division, which has lower gross margins.

Non-GAAP gross margin for the fourth quarter of fiscal year 2012, which excludes stock-based compensation charges, amortization of acquisition-related intangibles, and related tax adjustments, was 62.6 percent, compared with 66.3 percent in the year-ago quarter.

GAAP net loss was $(5.0) million, or $(0.09) per share, in the fourth quarter of 2012, compared with a GAAP net loss of $(1.7) million, or $(0.04) per share, in the fourth quarter of fiscal 2011.

As of June 30, 2012, the company had $55.5 million in cash, cash equivalents and short-term investments after paying down its line of credit by $5.0 million during the quarter. For fiscal year 2012, the company generated over $10.0 million in cash flow from operations.

Fiscal Year 2012 Financial Highlights

GAAP gross margin for the 2012 fiscal year was 64.3 percent, compared with 66.7 percent for the 2011 fiscal year.

Non-GAAP gross margin, which excludes stock-based compensation charges, amortization of acquisition-related intangibles, and related tax adjustments, was 65.4 percent for the 2012 fiscal year, compared with 67.3 percent for the 2011 fiscal year.

Non-GAAP operating income for fiscal year 2012 was $0.2 million, compared with $0.1 million for the 2011 fiscal year.

GAAP net loss for fiscal 2012 was $(20.7) million, or $(0.41) per share, which included non-cash stock-based compensation charges of $12.6 million, acquisition related deal costs of $4.5 million, amortization of acquisition-related intangibles of $2.8 million as well as other charges, and compared to a GAAP net loss of $(11.5) million, or $(0.25) per share, in fiscal 2011.

Line of Business Results

Premise

The company’s premise business was strong in the fourth quarter of fiscal 2012, delivering 17 percent sequential revenue growth from the third fiscal quarter. Non-GAAP gross margins in the premise business were 67.1 percent in the fourth quarter of fiscal 2012, up from 66.3 percent in the fourth quarter of fiscal 2011. Revenue from the company’s international sites represented 13 percent of its premise business in the fourth quarter of fiscal 2012, and increased 20 percent over the year-ago quarter. Additionally, according to Synergy Research, the company’s share of the United States Enterprise IP Telephony market increased from 6.5 percent in the December quarter of 2011 to 7.7 percent in the March quarter of 2012.

Cloud

The cloud segment represents a rapidly growing portion of the VoIP market. Industry forecasts show cloud solutions will grow at more than a 30 percent compound annual growth rate. Today cloud solutions represent six percent of the market and are expected to reach between 15 and 20 percent of the market by 2016. Based on strong bookings, the company plans to make incremental investments in its cloud business infrastructure and operations to capitalize on the expected segment growth.

Select Operational Metrics

                                                Three Months Ended
                                                   June 30, 2012
                                               ------------------
Cloud Monthly Average Revenue Per User (ARPU)          $        62
Cloud Average # of Seats per Subscriber                         34
Cloud Monthly Revenue Churn Rate                              0.3%
Total Company Headcount                                        933
Non-GAAP Gross Margins-Premise                               67.1%
Non-GAAP Gross Margins-Cloud                                 42.2%

Business Highlights

Partnership with Polycom and HP to Provide Bundled Solutions

In May, the company announced that it is providing a promotional incentive for bundled offerings that include ShoreTel, Polycom and HP solutions, which allow implementation of complete UC solutions on a secure, resilient and flexible network infrastructure. The combination of ShoreTel, Polycom and HP allows organizations to simplify design and management, deliver a consistent user experience (including video, voice, instant messaging (IM) and presence), and increase reliability and resiliency with uninterrupted availability.

Introduction of ShoreTel 13

The company recently announced the global availability of ShoreTel 13, its latest software release, which includes enhanced capabilities for video communications and IM for overall employee productivity.

New Head of World-wide Sales

In July, the company announced it hired David Petts as senior vice president of worldwide sales reporting directly to ShoreTel CEO Peter Blackmore. The recently announced new sales leadership team which includes Joe Vitalone in channel management, Tim Gaines as head of North America sales, and Mark Arman as head of international sales and worldwide distribution, report to Petts.

Mobility Solution for Cloud Customers

In June, the company released ShoreTel Mobility for customers of ShoreTel’s Cloud division. The solution further extends the popular voice and UC applications to the smartphone. The initial launch supports iPhones and subsequent releases over the summer will add support for other smartphone and tablet devices, including Android and Blackberry.

Business Outlook

ShoreTel is providing the following outlook for the quarter ending Sept. 30, 2012:

-- Revenue is expected to be in the range of $69.0 million to $75.0 million.

-- GAAP gross margin is expected to be in the range of 60 percent to 61 percent, including approximately $1.4 million in stock-based compensation charges and amortization of acquisition-related intangibles. Non-GAAP gross margin, which excludes stock-based compensation and other charges, is expected to be in the range of 62 percent to 63 percent.

-- GAAP operating expenses are expected to be in the range of $51.5 million to $52.5 million, including approximately $4.0 million in stock-based compensation charges and amortization of acquisition-related intangibles. Non-GAAP operating expenses, which exclude stock-based compensation and other charges, are expected to be in the range of $47.5 million to $48.5 million.

Conference Call Information

The company will host a corresponding conference call and live webcast today at 2:00 p.m. Pacific Daylight Time. To access the conference call, dial +1-888-401-4689 for callers in the U.S. or Canada and +1-719-325-2310 for international callers and provide the operator with the conference identification number of 6334894. A live webcast will be available in the Investor Relations section of the company’s corporate web site at www.shoretel.com and an archived recording will be available beginning approximately two hours after the completion of the call until the company’s announcement of its financial results for the next quarter. An audio telephonic replay of the conference call will also be available beginning at approximately 4:00 p.m. Pacific Daylight Time today until approximately 4:00 p.m. Pacific Daylight Time on August 21, 2012 by dialing +1-888-203-1112 or +1-719-457-0820 for callers outside the U.S. and Canada and providing the conference identification number of 6334894.

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, 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 Peter Blackmore, statements regarding future products 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 global economic uncertainty, the pace of economic recovery in the U.S., and the impact thereof on information technology spending, the intense competition in our industry, our reliance on third parties to sell and support our products, supply and manufacturing risks, our ability to control costs as we expand our business, increased risk of intellectual property litigation by entering into new markets, our ability to attract, retain and ramp new sales personnel, uncertainties inherent in the product development cycle, uncertainty as to market acceptance of new products and services, the potential for litigation in our industry, risks related to our recently-completed acquisition of M5 Networks, including technology and product integration risks, ability to retain key personnel and customers and the risk of assuming unknown liabilities, and other risk factors set forth in ShoreTel’s Form 10-K for the year ended June 30, 2011, and in its Form 10-Q for the quarter ended March 31, 2012.

About ShoreTel, Inc.

ShoreTel, Inc. (SHOR) brings unmatched flexibility, choice and value to brilliantly simple business phones systems and unified communications (UC). With its award-winning premise-based IP phone system with integrated unified communications, contact center capabilities, and its proven hosted VoIP services, organizations of all sizes can select the best option for their needs. ShoreTel’s ongoing mission is to eliminate costly complexity and give customers the 24/7 freedom to leverage rich voice, video, data and mobile unified communications capabilities they need. ShoreTel is based in Sunnyvale, California, and has regional offices in Austin, Texas; Rochester and New York, N.Y.; Chicago, Ill.; Maidenhead, United Kingdom; Sydney, Australia; and Singapore. For more information, visit www.shoretel.com.

                                          SHORETEL, INC.
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                             (Amounts
                                           in thousands)
                                            (Unaudited)
                                                       As of            As of            As of
                                                     June 30,         March 31,        June 30,
                                                       2012             2012             2011
                                                  ------------    --------------    ------------
                     ASSETS
Current assets:
   Cash and cash equivalents                       $   37,120       $   40,328       $   89,695
   Short-term investments                              18,375           20,994           16,057
   Accounts receivable - net                           34,198           32,746           33,812
   Inventories                                         20,212           23,176           19,062
   Prepaid expenses and other current assets            5,275            5,807            3,540
                                                     --------         --------         --------
      Total current assets                            115,180          123,051          162,166
Property and equipment - net                           12,811           12,578            8,236
Goodwill                                              120,212          119,273            7,415
Intangible assets                                      45,304           47,651            8,570
Other assets                                            1,925            1,240              714
                                                     --------         --------         --------
      Total assets                                 $  295,432       $  303,793       $  187,101
                                                  == ========     === ========      == ========
      LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
   Accounts payable                                $    9,747       $   11,289       $    6,394
   Accrued liabilities and other                       17,094           19,976            8,533
   Accrued employee compensation                       12,151            9,379           11,022
   Contingent consideration                             9,398            9,132                -
   Deferred revenue                                    35,829           36,509           26,362
                                                     --------         --------         --------
      Total current liabilities                        84,219           86,285           52,311
   Line of credit - net                                19,946           24,947                -
   Long-term deferred revenue                          13,683           12,962           11,321
   Long-term contingent consideration                   3,305            3,368                -
   Other long-term liabilities                          4,047            4,998            2,045
                                                     --------         --------         --------
      Total liabilities                               125,200          132,560           65,677
                                                     --------         --------         --------
Stockholders’ equity:
   Common stock                                       310,648          306,604          241,103
   Accumulated deficit                               (140,416 )       (135,371 )       (119,679 )
                                                     -------- --      -------- ---     -------- --
      Total stockholders’ equity                      170,232          171,233          121,424
                                                     --------         --------         --------
      Total liabilities and stockholders’ equity   $  295,432       $  303,793       $  187,101
                                                  == ========     === ========      == ========
                                            SHORETEL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                               (Amounts
                                in thousands, except per share amounts)
                                              (Unaudited)
                                                  Three Months Ended           Twelve Months Ended
                                                       June 30,                     June 30,
                                              --------------------        ----------------------
                                                  2012          2011           2012           2011
                                              ------------- ------------- -------------- --------------
Revenue:
   Product                                     $ 51,108      $ 45,306      $ 182,009      $ 159,693
   Hosted and related services                   14,253             -         15,547              -
   Support and services                          13,097        11,221         49,076         40,419
                                                 ------        ------        -------        -------
      Total revenues                             78,458        56,527        246,632        200,112
Cost of revenue:
   Product                                       17,166        15,364         61,884         52,957
   Hosted and related services                    9,024             -          9,804              -
   Support and services                           4,477         4,072         16,465         13,688
                                                 ------        ------        -------        -------
      Total cost of revenue                      30,667        19,436         88,153         66,645
                                                 ------        ------        -------        -------
Gross profit                                     47,791        37,091        158,479        133,467
   Gross profit %                                  60.9 %        65.6 %         64.3 %         66.7 %
Operating expenses:
   Research and development                      14,719        12,152         51,909         45,548
   Sales and marketing                           29,413        20,422         94,797         74,859
   General and administrative                     7,949         6,112         27,468         24,890
   Acquisition-related costs                         36             -          4,524            340
                                                 ------        ------        -------        -------
      Total operating expenses                   52,117        38,686        178,698        145,637
                                                 ------        ------        -------        -------
Loss from operations                             (4,326 )      (1,595 )      (20,219 )      (12,170 )
Other income (expense) - net                       (866 )        (140 )       (1,465 )          640
                                                 ------ --     ------ --     ------- --     -------
Loss before provision for income tax             (5,192 )      (1,735 )      (21,684 )      (11,530 )
Provision for (benefit from) income tax            (147 )          10           (947 )          (67 )
                                                 ------ --     ------        ------- --     ------- --
Net loss                                       $ (5,045 )    $ (1,745 )    $ (20,737 )    $ (11,463 )
                                              == ====== ==  == ====== ==  == ======= ==  == ======= ==
Net loss per share:
   Basic                                       $  (0.09 )    $  (0.04 )    $   (0.41 )    $   (0.25 )
                                              == ====== ==  == ====== ==  == ======= ==  == ======= ==
   Diluted                                     $  (0.09 )    $  (0.04 )    $   (0.41 )    $   (0.25 )
                                              == ====== ==  == ====== ==  == ======= ==  == ======= ==
Shares used in computing net loss per share:
   Basic                                         57,932        47,126         50,591         46,177
                                                 ======        ======        =======        =======
   Diluted                                       57,932        47,126         50,591         46,177
                                                 ======        ======        =======        =======
                                                                                                SHORETEL, INC.
                                                                                        GAAP to Non-GAAP Reconciliation
                                                                                                  (Amounts in
                                                                                     thousands, except per share amounts)
                                                                                                  (Unaudited)
                                                                                                                   Three Months Ended                                    Twelve Months Ended
                                                                                                                      June 30, 2012                                         June 30, 2012
                                                                                                  -----------------------------------------            --------------------------------------------
                                                                                                      GAAP        Excludes                 Non-GAAP         GAAP         Excludes                  Non-GAAP
                                                                                                  ------------- -------------            ------------- -------------- --------------            --------------
Revenue:
                           Product                                                                 $ 51,108      $      -                 $ 51,108      $ 182,009      $       -                 $ 182,009
                           Hosted and related services                                               14,253             -                   14,253         15,547              -                    15,547
                           Support and services                                                      13,097             -                   13,097         49,076              -                    49,076
                                                                                                     ------        ------                   ------        -------        -------                   -------
                              Total revenues                                                         78,458             -                   78,458        246,632              -                   246,632
Cost of revenue:
                           Product                                                                   17,166          (286 )  (a),(b)        16,880         61,884         (1,022 )  (a),(b)         60,862
                           Hosted and related services                                                9,024          (786 )  (a),(b)         8,238          9,804           (850 )  (a),(b)          8,954
                           Support and services                                                       4,477          (218 )  (a)             4,259         16,465           (836 )  (a)             15,629
                                                                                                     ------        ------ --                ------        -------        ------- --                -------
                              Total cost of revenue                                                  30,667        (1,290 )                 29,377         88,153         (2,708 )                  85,445
                                                                                                     ------        ------ --                ------        -------        ------- --                -------
Gross profit                                                                                         47,791         1,290                   49,081        158,479          2,708                   161,187
                           Gross profit %                                                              60.9 %                                 62.6 %         64.3 %                                   65.4 %
Operating expenses:
                           Research and development                                                  14,719          (790 )  (a)            13,929         51,909         (3,614 )  (a)             48,295
                           Sales and marketing                                                       29,413        (1,776 )  (a),(b)        27,637         94,797         (5,043 )  (a),(b)         89,754
                           General and administrative                                                 7,949        (1,003 )  (a),(b),(c)     6,946         27,468         (4,534 )  (a),(b),(c)     22,934
                           Acquisition-related costs                                                     36           (36 )  (d)                 -          4,524         (4,524 )  (d)                  -
                                                                                                     ------        ------ --                ------        -------        ------- --                -------
                              Total operating expenses                                               52,117        (3,605 )                 48,512        178,698        (17,715 )                 160,983
                                                                                                     ------        ------ --                ------        -------        ------- --                -------
Income (loss) from operations                                                                        (4,326 )       4,895                      569        (20,219 )       20,423                       204
Other income (expense) - net                                                                           (866 )         203    (e)              (663 )       (1,465 )          203    (e)             (1,262 )
                                                                                                     ------ --     ------                   ------ --     ------- --     -------                   ------- --
Income (loss) before provision for income tax                                                        (5,192 )       5,098                      (94 )      (21,684 )       20,626                    (1,058 )
Provision for (benefit from) income tax                                                                (147 )         263    (f)               116           (947 )        1,315    (f)                368
                                                                                                     ------ --     ------                   ------        ------- --     -------                   -------
Net income (loss)                                                                                  $ (5,045 )    $  4,835                 $   (210 )    $ (20,737 )    $  19,311                 $  (1,426 )
                                                                                                  == ====== ==  == ======                == ====== ==  == ======= ==  == =======                == ======= ==
Net income (loss) per share:
                           Basic                                                                   $  (0.09 )    $   0.09                 $  (0.00 )    $   (0.41 )    $    0.38                 $   (0.03 )
                                                                                                  == ====== ==  == ======                == ====== ==  == ======= ==  == =======                == ======= ==
                           Diluted (g)                                                             $  (0.09 )    $   0.09                 $  (0.00 )    $   (0.41 )    $    0.38                 $   (0.03 )
                                                                                                  == ====== ==  == ======                == ====== ==  == ======= ==  == =======                == ======= ==
Shares used in computing net income (loss) per share:
                           Basic                                                                     57,932                                 57,932         50,591                                   50,591
                                                                                                     ======                                 ======        =======                                  =======
                           Diluted (g)                                                               57,932                                 57,932         50,591                                   50,591
                                                                                                     ======                                 ======        =======                                  =======
(a)                        Excludes stock-based compensation included in:
                              Cost of product revenue                                                            $     26                                              $     132
                              Cost of hosted and related services                                                      37                                                     37
                              Cost of support and services revenue                                                    218                                                    836
                              Research and development                                                                790                                                  3,614
                              Sales and marketing                                                                     925                                                  4,031
                              General and administrative                                                              965                                                  3,993
                                                                                                                   ------                                                -------
                                                                                                                 $  2,961                                              $  12,643
                                                                                                                == ======                                             == =======
(b)                        Excludes amortization of acquisition-related intangibles included in:
                              Cost of product revenue                                                            $    260                                              $     890
                              Cost of hosted and related services                                                     749                                                    813
                              Sales and marketing                                                                     851                                                  1,012
                              General and administrative                                                               38                                                     41
                                                                                                                   ------                                                -------
                                                                                                                 $  1,898                                              $   2,756
                                                                                                                == ======                                             == =======
(c)                        Excludes litigation settlement included in:
                              General and administrative                                                         $      -                                              $     500
                                                                                                                == ======                                             == =======
(d)                        Excludes direct acquisition costs included in:
                              Acquisition-related costs                                                          $     36                                              $   4,524
                                                                                                                == ======                                             == =======
(e)                        Excludes interest charge from change in fair value of contingent
                           consideration included in:
                              Other expense                                                                      $    203                                              $     203
                                                                                                                == ======                                             == =======
(f)                        Excludes the deferred tax benefit arising from acquisition and tax
                           impact of the items which are excluded in (a) to (e) above.
(g)                        Potentially dilutive securities were not included in the
                           calculation of diluted net loss per share for the periods which
                           had a net loss because to do so would have been anti-dilutive.
                                                                                            SHORETEL, INC.
                                                                                    GAAP to Non-GAAP Reconciliation
                                                                                              (Amounts in
                                                                                 thousands, except per share amounts)
                                                                                              (Unaudited)
                                                                                                                 Three Months Ended                                Twelve Months Ended
                                                                                                                    June 30, 2011                                     June 30, 2011
                                                                                                  -------------------------------------            ----------------------------------------
                                                                                                      GAAP        Excludes             Non-GAAP         GAAP         Excludes              Non-GAAP
                                                                                                  ------------- -------------        ------------- -------------- --------------        --------------
Revenue:
                           Product                                                                 $ 45,306      $      -             $ 45,306      $ 159,693      $       -             $ 159,693
                           Support and services                                                      11,221             -               11,221         40,419              -                40,419
                                                                                                     ------        ------               ------        -------        -------               -------
                              Total revenues                                                         56,527             -               56,527        200,112              -               200,112
Cost of revenue:
                           Product                                                                   15,364          (204 )  (a),(c)    15,160         52,957           (614 )  (a),(c)     52,343
                           Support and services                                                       4,072          (206 )  (a)         3,866         13,688           (678 )  (a)         13,010
                                                                                                     ------        ------ --            ------        -------        ------- --            -------
                              Total cost of revenue                                                  19,436          (410 )             19,026         66,645         (1,292 )              65,353
                                                                                                     ------        ------ --            ------        -------        ------- --            -------
Gross profit                                                                                         37,091           410               37,501        133,467          1,292               134,759
                           Gross profit %                                                              65.6 %                             66.3 %         66.7 %                               67.3 %
Operating expenses:
                           Research and development                                                  12,152          (809 )  (a)        11,343         45,548         (3,497 )  (a)         42,051
                           Sales and marketing                                                       20,422          (939 )  (a),(c)    19,483         74,859         (3,170 )  (a),(c)     71,689
                           General and administrative                                                 6,112          (955 )  (a)         5,157         24,890         (4,266 )  (a),(b)     20,624
                           Acquisition-related costs                                                      -             -                    -            340              -                   340
                                                                                                     ------        ------               ------        -------        -------               -------
                              Total operating expenses                                               38,686        (2,703 )             35,983        145,637        (10,933 )             134,704
                                                                                                     ------        ------ --            ------        -------        ------- --            -------
Income (loss) from operations                                                                        (1,595 )       3,113                1,518        (12,170 )       12,225                    55
Other income (expense) - net                                                                           (140 )           -                 (140 )          640              -                   640
                                                                                                     ------ --     ------               ------ --     -------        -------               -------
Income (loss) before provision for income tax                                                        (1,735 )       3,113                1,378        (11,530 )       12,225                   695
Provision for (benefit from) income tax                                                                  10            80    (d)            90            (67 )           81    (d)             14
                                                                                                     ------        ------               ------        ------- --     -------               -------
Net income (loss)                                                                                  $ (1,745 )    $  3,033             $  1,288      $ (11,463 )    $  12,144             $     681
                                                                                                  == ====== ==  == ======            == ======     == ======= ==  == =======            == =======
Net income (loss) per share:
                           Basic                                                                   $  (0.04 )    $   0.07             $   0.03      $   (0.25 )    $    0.26             $    0.01
                                                                                                  == ====== ==  == ======            == ======     == ======= ==  == =======            == =======
                           Diluted (e)                                                             $  (0.04 )    $   0.07             $   0.03      $   (0.25 )    $    0.26             $    0.01
                                                                                                  == ====== ==  == ======            == ======     == ======= ==  == =======            == =======
Shares used in computing net income (loss) per share:
                           Basic                                                                     47,126                             47,126         46,177                               46,177
                                                                                                     ======                             ======        =======                              =======
                           Diluted (e)                                                               47,126                             49,446         46,177                               47,900
                                                                                                     ======                             ======        =======                              =======
(a)                        Excludes stock-based compensation included in:
                              Cost of product revenue                                                            $     29                                          $     123
                              Cost of support and services revenue                                                    206                                                678
                              Research and development                                                                809                                              3,497
                              Sales and marketing                                                                     928                                              3,140
                              General and administrative                                                              955                                              3,741
                                                                                                                   ------                                            -------
                                                                                                                 $  2,927                                          $  11,179
                                                                                                                == ======                                         == =======
(b)                        Excludes severance for former Chief Executive Officer included in:
                              General and administration                                                         $      -                                          $     525
                                                                                                                == ======                                         == =======
(c)                        Excludes amortization of acquisition-related intangibles included in:
                              Cost of product revenue                                                            $    175                                          $     491
                              Sales and marketing                                                                      11                                                 30
                                                                                                                   ------                                            -------
                                                                                                                 $    186                                          $     521
                                                                                                                == ======                                         == =======
(d)                        Excludes the tax impact of the items which are excluded in (a) to
                           (c) above.
(e)                        Potentially dilutive securities were not included in the
                           calculation of diluted net loss per share for the periods which
                           had a net loss because to do so would have been anti-dilutive.
                                           SHORETEL, INC.
                              RECONCILIATION OF GAAP TO NON-GAAP FOR Q1
                                             PROJECTIONS
                                       (Amounts in thousands)
                                             (Unaudited)
                                                                          Three Months Ending
                                                                          September 30, 2012
                                                                  ----------------------------
                                                                        High               Low
                                                                  --------------    --------------
GAAP gross profit %                                                      61.0 %            60.0 %
Adjustments for stock-based compensation and acquisition-related          2.0 %             2.0 %
intangible asset amortization
                                                                       ------ ----       ------ ----
Non-GAAP gross profit %                                                  63.0 %            62.0 %
                                                                       ====== ====       ====== ====
Total GAAP operating expenses                                        $ 52,500          $ 51,500
Adjustments for stock-based compensation and acquisition-related       (4,000 )          (4,000 )
intangible asset amortization
                                                                       ------ ----       ------ ----
Total non-GAAP operating expenses                                    $ 48,500          $ 47,500
                                                                  ==== ======       ==== ======

SOURCE: ShoreTel, Inc.

ShoreTel, Inc. 
Tonya Chin, 408-962-2573 
tchin@shoretel.com
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