Exhibit 99.1 Keynote Announces Fiscal First Quarter Results; Diluted EPS of $.03 and Revenue of $13.7 Million at High End of Company Guidance SAN MATEO, Calif.--(BUSINESS WIRE)--Jan. 31, 2006--Keynote Systems, Inc., (Nasdaq:KEYN) -- Record Earnings Before Interest, Income Taxes and Amortization (EBITA) of $1.4 Million at High End of Company's Guidance -- Customer Experience Management (CEM) Revenue Up 10% From Prior Quarter -- Tenth Consecutive Quarter of Profitability -- Cash Flow From Operations of $3.7 Million Exceeds the Company's Guidance and Represents Sixteenth Consecutive Quarter of Positive Cash Flow From Operations Keynote Systems, Inc., (Nasdaq:KEYN), The Internet Performance Authority(R), today announced financial results for its first quarter of fiscal year 2006, which ended December 31, 2005. Revenue for the first quarter of fiscal year 2006 was $13.7 million, a 2% increase compared to the preceding quarter and a 1% increase compared to the first quarter of fiscal year 2005. Net income for the first quarter of fiscal year 2006 was $587,000, or $0.03 per diluted share, which included stock option amortization expense of $796,000, compared to net income of $4.3 million, or $0.21 per diluted share, for the preceding quarter, and net income of $791,000, or $0.04 per diluted share, for the first quarter a year ago. Net income for the fourth quarter of fiscal year 2005 included $2.7 million of income tax benefit associated with the partial recognition of net deferred tax assets. Keynote recorded earnings before net interest income, income taxes and amortization of intangible assets of $1.4 million or 10% of revenue for the first quarter of fiscal year 2006, compared to $1.3 million or 10% of revenue for the preceding quarter, and $806,000 or 6% of revenue for the first quarter a year ago. Keynote generated cash flow from operations for the first quarter of fiscal year 2006 of $3.7 million. Cash flow from operations was $3.6 million for the preceding quarter and $2.8 million for the first quarter of fiscal year 2005. Cash used for purchases of property, equipment, and software totaled $549,000 for the first quarter of fiscal year 2006 compared to $1.2 million for the preceding quarter and $712,000 for the first quarter of fiscal year 2005. The Company generated free cash flow, defined as cash flow from operations less cash used for purchases of property, equipment, and software, of $3.2 million for the first quarter of fiscal year 2006, compared to $2.4 million for the preceding quarter and $2.1 million for the first quarter of fiscal year 2005. The Company believes that earnings before net interest income, income taxes and amortization of intangible assets, as well as free cash flow are important measures of its performance as they provide investors with additional methods for evaluating its operating performance and liquidity, and measuring the resources available for the Company to invest in acquisitions or to repurchase stock. "Our first quarter results represent Keynote's tenth consecutive quarter of profitability and sixteenth consecutive quarter of positive cash flow from operations. We are proud of these results. We are especially pleased with the sequential growth in our top line revenues coupled with another strong quarter of EBITA and free cash-flow," said Umang Gupta, chairman and CEO of Keynote. "Also gratifying is the growth in our international revenues which now represent more than 10% of our total revenues, up from 6% in the comparable quarter a year ago". As of December 31, 2005, Keynote's total worldwide customer base was approximately 2,300 companies and approximately 11,000 individual subscribers. During the first quarter, Keynote averaged a 99% monthly customer retention rate. Keynote currently provides its services to 74% of the comScore Media Metrix top 50 Web sites and over half of the Fortune 100 companies. As of December 31, 2005, Keynote measured 9,576 URLs through its Perspective(R) services and 6,745 Internet-connected devices through its Red Alert services. Currently, Keynote captures over 69 million Internet performance measurements daily. Expectations for the Second Quarter of Fiscal Year 2006 The statements in this section of this press release are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Keynote currently expects that for the second fiscal quarter ending March 31, 2006: -- total revenue will be between $13.5 million and $14.0 million; -- earnings before net interest income, income taxes, stock-based compensation expense and amortization of intangible assets will be between 6.0% and 9.0% as a percentage of total revenue; -- total stock-based compensation expense and amortization of intangible assets will be approximately $1.2 million; -- interest income, net will be approximately $1.0 million absent any additional acquisition transactions, assuming no material changes in interest rates, and assuming Keynote continues to repurchase common stock under its approved plan based on levels consistent with prior periods; -- its effective income tax rate will be approximately 55.5%, and cash paid for income taxes will constitute approximately 7.0% of income before provision for income taxes; -- diluted weighted average shares outstanding will be approximately 20.0 million shares, assuming no additional acquisitions using shares of Keynote stock as the consideration, and no other significant transactions involving Keynote's equity securities; -- diluted earnings per share will be between $0.01 to $0.03; -- cash flow from operations will be between $2.5 million to $3.0 million; and -- capital expenditures will be approximately $1.0 million, absent any acquisition costs or other extraordinary transactions. Keynote will host a conference call and simultaneous Web cast at 2:00 pm (PDT), today January 31, 2006. The web cast of the call will be available at the Investor section of our web site at www.keynote.com. The replay will be available after the call by telephone by dialing (800) 642-1687, and the pass code is #3989664, or by Web cast at the Investor section of our web site at www.keynote.com. Forward-Looking Statements This press release contains forward-looking statements that are not purely historical regarding the Company or management's intentions, hopes, beliefs, expectations and strategies for the future. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results could differ materially from the Company's current expectations. Forward-looking statements in this release include, but are not limited to, forecasts concerning Keynote's expected revenue, earnings per share, cash flow from operations, income tax rate and other future financial results. It is important to note that actual outcomes and Keynote's actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include risks and uncertainties such as Keynote's ability to successfully market and sell its current services to new or existing customers, Keynote's ability to develop and introduce new services in a timely manner and customer acceptance of new services, the extent to which demand for Keynote's various services fluctuates and the extent to which revenue from other service lines, can continue to increase, the extent to which existing customers renew their subscriptions and purchase additional services, particularly enterprise customers, Keynote's ability to retain customers of acquired businesses, Keynote's ability to operate acquired businesses and manage related costs successfully, Keynote's ability to retain key employees, pricing pressure with respect to Keynote's services, unforeseen expenses, competition in Keynote's markets, integration of acquired companies or technologies and costs associated with any future acquisitions, Keynote's ability to keep pace with changes in the Internet infrastructure as well as other technological changes, and the success of Keynote's international operations. Readers should also refer to the risks outlined in Keynote's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for its fiscal year ended September 30, 2005, and its quarterly reports on Form 10-Q and any current reports on Form 8-K filed during the fiscal year. All forward-looking statements and reasons why results might differ included in this release are made as of the date of this press release, based on information available to Keynote as of the date of this press release, and Keynote assumes no obligation to update any such forward-looking statement or reasons why results might differ. About Keynote Founded in 1995, Keynote Systems (Nasdaq "KEYN") is the worldwide leader in services that improve online business performance and communications technologies. Keynote helps approximately 2,300 corporate customers and 11,000 individual subscribers become "the best of the best" online. The business premise supporting Keynote's mission is: "Online businesses can't manage what they don't measure." As an independent and trusted third-party, Keynote provides IT and marketing executives with unbiased benchmarking data, competitive analysis and operational metrics from the customer perspective. This data measures service levels and customer experience of Web sites, broadband services and mobile communications. Known as The Internet Performance Authority(R), Keynote manages a market-leading infrastructure of 1,200+ measurement computers and mobile devices in over 114 locations and 66+ metropolitan areas worldwide that assess service levels and a panel of over 160,000 consumers who participate in interactive Web site tests that assess user experience. These online user experience tests capture customer attitude and behavior to answer the critical "why" behind the "what." Keynote's geographically distributed measurement services, on-site monitoring appliances, competitive intelligence and custom studies ensure that its customers outpace their competitors in online service levels and overall user experience. Keynote Systems, Inc. is headquartered in San Mateo, California and can be reached at www.keynote.com or by phone in the U.S. at 650-403-2400. Keynote, The Internet Performance Authority and Perspective are registered trademarks of Keynote Systems, Inc. Other trademarks are the property of their respective owners. (C) 2006 Keynote Systems, Inc. Keynote Systems, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three months ended Dec 31 Sept 30 Dec 31 2005 2005 2004 Revenue: Subscription services $9,820 $9,900 $10,023 Professional services 3,896 3,574 3,565 -------------------------- Total revenue 13,716 13,474 13,588 Expenses: Costs of subscription services 1,459 1,372 1,351 Costs of professional services 2,445 2,215 2,428 Research and development 1,989 1,750 1,962 Sales and marketing 3,369 3,371 3,548 Operations 1,647 1,566 1,565 General and administrative 2,209 1,810 1,793 Excess occupancy costs (10) 81 134 Amortization of identifiable intangible assets 397 503 664 -------------------------- Total expenses 13,505 12,668 13,445 Income from operations 211 806 143 Interest income and other, net 1,108 1,010 703 -------------------------- Income before provision for income taxes 1,319 1,816 846 -------------------------- Benefit (provision) for income taxes (732) 2,526 (55) -------------------------- Net income $587 $4,342 $791 ========================== Income per share: Basic $0.03 $0.23 $0.04 Diluted $0.03 $0.21 $0.04 Weighted average common shares outstanding used: Basic 18,724 19,041 19,866 Diluted 19,593 20,305 21,357 Keynote Systems, Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited) Dec. 31, Sept. 30, 2005 2005 Assets Current assets: Total cash, cash equivalents and short-term investments $134,667 $133,803 Accounts receivable, net 7,087 6,387 Prepaid and other current assets 2,145 2,623 Deferred tax assets - 405 ----------- ---------- Total current assets 143,899 143,218 Property and equipment, net 34,313 34,669 Goodwill, net 23,567 21,186 Identifiable intangible assets, net 3,843 3,760 Deferred tax assets 6,792 6,995 ----------- ---------- Total assets $212,414 $209,828 =========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $1,464 $538 Accrued expenses 9,291 9,088 Current portion of capital lease obligation 39 40 Deferred revenue 6,035 6,217 ----------- ---------- Total current liabilities 16,829 15,883 Long term portion of capital lease obligation 19 27 ----------- ---------- Total liabilities 16,848 15,910 ----------- ---------- Stockholders' equity: Common stock 20 20 Treasury stock (12,619) (11,037) Additional paid-in capital 337,913 335,350 Accumulated deficit (129,457) (130,044) Accumulated other comprehensive loss (291) (371) ----------- ---------- Total stockholders' equity 195,566 193,918 ----------- ---------- Total liabilities and stockholders' equity $212,414 $209,828 =========== ========== Keynote Systems, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) Three months ended Dec 31 Sept 30 Dec 31 2005 2005 2004 Cash flows from operating activities: Net income $587 $4,342 $791 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 905 951 793 Stock-based compensation 796 - - Charges to bad debt and billing adjustment reserves 83 59 164 Amortization of intangible assets 397 503 664 Amortization of debt investment premium 147 452 794 Deferred tax assets 608 (2,663) - Changes in operating assets and liabilities, net of acquired assets and liabilities: Accounts receivable, net (775) 1,547 62 Prepaids and other assets 396 (230) (120) Accounts payable and accrued expenses 907 (695) 122 Deferred revenue (334) (704) (497) ------------------------- Net cash provided by operating activities 3,717 3,562 2,773 ------------------------- Cash flows from investing activities: Purchase of property, equipment and software (549) (1,179) (712) Purchase of businesses and assets (2,520) (2,063) (385) Sales / (Purchases) of short-term investments, net (214) 16,916 5,930 ------------------------- Net cash provided by (used in) investing activities (3,283) 13,674 4,833 ------------------------- Cash flows from financing activities: Repayment of credit facility (9) (15) (8) Repurchase of outstanding common stock (1,479)(11,170) - Proceeds from issuance of common stock and exercise of stock options 1,771 1,937 1,299 Final payment associated with prior year tender offers - - (400) ------------------------- Net cash provided by (used in) financing activities 283 (9,248) 891 ------------------------- Net increase in cash and cash equivalents 717 7,988 8,497 Cash and cash equivalents at beginning of the period 46,934 38,946 9,932 ------------------------- Cash and cash equivalents at end of the period (1) $47,651 $46,934 $18,429 ========================= (1) Excludes $87.0 million, $86.9 million, and $131.3 million of short-term investments at December 31, 2005, September 30, 2005, and December 31, 2004, respectively. Keynote Systems, Inc. and Subsidiaries (In Thousands) (Unaudited) Three months ended Dec 31, Sept 30, Dec 31, 2005 2005 2004 -------- -------- -------- Revenue categories: Service Level Management Subscriptions $9,321 $9,468 $9,428 Service Level Management Engagements 1,127 1,026 822 -------- -------- -------- Subotal SLM Revenue 10,448 10,494 10,250 Customer Experience Management Subscriptions 499 432 595 Customer Experience Management Engagements 2,769 2,548 2,743 -------- -------- -------- Subtotal CEM Revenue 3,268 2,980 3,338 -------- -------- -------- Total Revenue $13,716 $13,474 $13,588 ======== ======== ======== Earnings Before Net Interest Income, Income Taxes and Amortization (EBITA): Net income $587 $4,342 $791 (Benefit) provision for income taxes 732 (2,526) 55 Interest income and other, net (1,108) (1,010) (703) Stock based compensation(a) 796 - - Amortization of Intangible Assets 397 503 664 -------- -------- -------- Earnings Before Net Interest Income, Income Taxes and Amortization (EBITA) $1,404 $1,309 $807 ======== ======== ======== (a)Stock based compensation by category: Costs of professional services $121 - - Research and development 186 - - Sales and marketing 246 - - Operations 150 - - General and administrative 93 - - -------- -------- -------- $796 - - ======== ======== ======== Keynote Systems, Inc. and Subsidiaries (In Thousands) (Unaudited) Three months ended Twelve months ended Dec 31 March 31 June 30 Sept 30 Sept 30 -------- -------- -------- -------- -------- FY 2006 SLM Subscriptions $9,321 SLM Engagements 1,127 -------- -------- -------- -------- -------- Subotal SLM Revenue 10,448 CEM Subscriptions 499 CEM Engagements 2,769 -------- -------- -------- -------- -------- Subtotal CEM Revenue 3,268 -------- -------- -------- -------- -------- Total Revenue $13,716 ======== ======== ======== ======== ======== FY 2005 SLM Subscriptions $9,428 $9,121 $9,602 $9,468 $37,619 SLM Engagements 822 1,082 881 1,026 3,811 -------- -------- -------- -------- -------- Subotal SLM Revenue 10,250 10,203 10,483 10,494 41,430 CEM Subscriptions 595 531 441 432 1,999 CEM Engagements 2,743 2,431 2,541 2,548 10,263 -------- -------- -------- -------- -------- Subtotal CEM Revenue 3,338 2,962 2,982 2,980 12,262 -------- -------- -------- -------- -------- Total Revenue $13,588 $13,165 $13,465 $13,474 $53,692 ======== ======== ======== ======== ======== FY 2004 SLM Subscriptions $8,722 $8,830 $9,243 $9,657 $36,452 SLM Engagements 812 808 813 1,196 3,629 -------- -------- -------- -------- -------- Subotal SLM Revenue 9,534 9,638 10,056 10,853 40,081 CEM Subscriptions 73 111 420 518 1,122 CEM Engagements 116 70 238 776 1,200 -------- -------- -------- -------- -------- Subtotal CEM Revenue 189 181 658 1,294 2,322 -------- -------- -------- -------- -------- Total Revenue $9,723 $9,819 $10,714 $12,147 $42,403 ======== ======== ======== ======== ======== FY 2003 SLM Subscriptions $8,956 $8,706 $8,835 $8,514 $35,011 SLM Engagements 676 662 388 873 2,599 -------- -------- -------- -------- -------- Subotal SLM Revenue 9,632 9,368 9,223 9,387 37,610 CEM Subscriptions 46 52 46 61 205 CEM Engagements 80 138 163 66 447 -------- -------- -------- -------- -------- Subtotal CEM Revenue 126 190 209 127 652 -------- -------- -------- -------- -------- Total Revenue $9,758 $9,558 $9,432 $9,514 $38,262 ======== ======== ======== ======== ======== CONTACT: Keynote Systems, Inc. Dan Berkowitz, 650-403-3305 (Public Relations) dberkowitz@keynote.com Jack Andrews, 650-403-3431 (Investor Relations) jandrews@keynote.com