Keynote Reports Third Quarter of Fiscal 2013 Results

Keynote Reports Third Quarter of Fiscal 2013 Results

• Third Quarter of FY 2013 Revenue of $31.2 Million

• GAAP Diluted EPS of $0.01

• Non-GAAP Diluted EPS of $0.15

SAN MATEO, Calif.--(BUSINESS WIRE)-- Keynote (NAS: KEYN) , the global leader in mobile and web cloud testing & monitoring, reported financial results for its third quarter of fiscal 2013 ended June 30, 2013.

Umang Gupta, Chairman and CEO of Keynote, said: "During the third quarter, our business performed as expected. As announced on June 24^th, we have signed a definitive agreement to be acquired by Thoma Bravo. The board and I are pleased the agreement provides stockholders with immediate and substantial cash value, as well as an attractive premium to our share price. We expect to complete this transaction within 60 days."

Quarter Ended June 30, 2013 Compared to Quarter Ended June 30, 2012

Revenue was $31.2 million for the third quarter of fiscal 2013, compared to $30.3 million in the third quarter of fiscal 2012. Total Internet revenue was $16.2 million, up from $14.6 million a year ago. Total mobile revenue was $15.0 million, compared to $15.7 million a year ago.

Total costs and expenses for the quarter were $31.1 million, compared to $30.3 million in the same quarter a year ago. Also included in operating expenses in this quarter were expenses associated with the announced acquisition by Thoma Bravo of approximately $1.2 million. Net income for the third quarter of fiscal 2013 was $167,000, or $0.01 per diluted share, compared to net income of $27,000, or breakeven per diluted share, for the same period last fiscal year. Non-GAAP net income for the third quarter of fiscal 2013 was $2.8 million, or $0.15 per diluted share, compared to $3.3 million, or $0.18 per diluted share, for the same period last fiscal year. The company defines non-GAAP net income as GAAP net income adjusted for the provision (benefit) for income taxes, cash taxes from on-going operations, stock-based compensation expense, amortization of purchased intangibles, and any unusual items. In the third quarter of fiscal 2013, the expenses associated with the announced acquisition by Thoma Bravo were considered an unusual item. Non-GAAP net income per diluted share equals non-GAAP net income divided by the diluted weighted average shares outstanding for the period.

Adjusted EBITDA for the third quarter of fiscal 2013 was $4.2 million, or 14% of revenue, compared to $4.6 million, or 15% of revenue, for the same period last fiscal year. The company defines Adjusted EBITDA as earnings before interest income, taxes, depreciation, amortization of purchased intangibles, stock-based compensation, other income (expense), net, and any unusual items. In the third quarter of fiscal 2013, the expenses associated with the announced acquisition by Thoma Bravo were considered an unusual item.

Cash provided by operating activities was $5.6 million for the third quarter of fiscal 2013, compared to $5.0 million for the same period last fiscal year. Keynote defines free cash flow as cash flow from operations less cash used to purchase property, equipment and software. The company generated free cash flow of $3.9 million for the third quarter of fiscal 2013, compared to generating $3.6 million in the third quarter of fiscal 2012.

Nine Months Ended June 30, 2013 Compared to Nine Months Ended June 30, 2012

Revenue was $94.4 million for the nine months ended June 30, 2013, compared to $93.9 million for the same period last fiscal year. Net income for the nine months ended June 30, 2013 was $2.4 million, or $0.13 per diluted share, compared to net income of $4.5 million, or $0.24 per diluted share, for the same period last fiscal year. Non-GAAP net income for the nine months ended June 30, 2013 was $10.5 million, or $0.57 per diluted share, compared to $13.5 million, or $0.73 per diluted share, for the same period last fiscal year. Adjusted EBITDA for the nine months ended June 30, 2013 was $15.4 million, or 16% of revenue, compared to $17.5 million, or 19% of revenue, for the same period last fiscal year. For the nine months ended June 30, 2013, the $1.2 million of expenses associated with the announced acquisition by Thoma Bravo were considered an unusual item for both non-GAAP net income and adjusted EBITDA calculations.

Cash provided by operating activities was $15.3 million for the nine months ended June 30, 2013, compared to $11.2 million for the same period last fiscal year.

Balance Sheet

At June 30, 2013, Keynote had $61.3 million in cash, cash equivalents, and short-term investments, compared to $49.9 million at September 30, 2012. Net deferred revenue was $16.8 million at June 30, 2013, compared to $16.7 million at September 30, 2012. The total shares outstanding at June 30, 2013 were 18.5 million, compared to 17.9 million at September 30, 2012.

Quarterly Dividend

Per the terms of the definitive agreement to be acquired by Thoma Bravo, Keynote will not pay a quarterly dividend for the quarter ended June 30, 2013.

Merger Agreement with Thoma Bravo, LLC

On June 24, 2013, Keynote entered a definitive agreement to be acquired by an affiliate of leading private equity investment firm Thoma Bravo, LLC in an all-cash transaction valued at approximately $395 million. Under the terms of the agreement, pending stockholder approval, Keynote stockholders will receive $20.00 in cash for each share of Keynote common stock.

Because of the pending acquisition, Keynote will not provide guidance for the fourth quarter of fiscal 2013 or conduct a conference call to discuss its third quarter of fiscal 2013 results.

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, the closing of the acquisition by Thoma Bravo. 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 risks related to the stockholder approval of and closing of the acquisition by Thoma Bravo. 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, 2012, 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 statements or reasons why results might differ.

Non-GAAP Measures

This press release includes information on Non-GAAP net income, Non-GAAP net income per share, Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow. These measures are not based on any standardized methodology prescribed by United States generally accepted accounting principles ("GAAP") and are not necessarily comparable to similar measures presented by other companies. Non-GAAP net income is calculated by adjusting GAAP net income (loss) for the provision (benefit) for income taxes, cash taxes from on-going operations, stock-based compensation expense, amortization of purchased intangibles, and any unusual items. In the first quarter of fiscal 2012, the change in fair value of acquisition-related contingent consideration and the expenses associated with the acquisition of DeviceAnywhere were considered unusual items. In the third quarter of fiscal 2013, the expenses associated with the announced acquisition by Thoma Bravo were considered an unusual item. Non-GAAP net income per share is calculated by dividing Non-GAAP net income by the weighted average number of diluted shares outstanding for the period. Free cash flow is defined as cash flow from operations less cash used to purchase property, equipment and software. Adjusted EBITDA is defined as earnings before interest income, taxes, depreciation, amortization of purchased intangibles, stock-based compensation, other income (expense), net, and any unusual items. In the first quarter of fiscal 2012, the change in fair value of acquisition-related contingent consideration and the expenses associated with the acquisition of DeviceAnywhere were considered unusual items. In the third quarter of fiscal 2013, the expenses associated with the announced acquisition by Thoma Bravo were considered an unusual item. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net revenue. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating the company's business and operations. Accordingly, the company believes that this non-GAAP information is only useful as an additional means for investors to evaluate the company's operating performance, when reviewed in conjunction with the company's GAAP financial statements. Management also uses this information as an additional means for measuring the performance of the company. The company compensates for these limitations by realizing that these amounts are not determined in accordance with GAAP and, therefore, should not be used exclusively in evaluating its business and operations.

About Keynote

Keynote® (NAS: KEYN) is the global leader in Internet and mobile cloud testing & monitoring. The company maintains the world's largest on-demand performance monitoring and testing infrastructure for Web and mobile sites comprised of over 7,000 measurement computers and mobile devices in over 275 locations around the world that enable companies to continuously improve the online and mobile experience. Keynote currently collects over 700 million mobile and Web performance measurements daily and in 2012 was recognized by Forbes as "One of the Best 100 Companies in America" with under one billion in revenue. Known as 'The Mobile and Internet Performance Authority™,' Keynote offers three market-leading product platforms:

Keynote Perspective® provides on-demand performance monitoring for enterprise Web and mobile sites including online portals, e-commerce sites and B2B sites. Over 2,000 customers rely on Keynote Perspective services to know precisely how their websites, content, and applications perform on actual browsers, networks, and mobile devices.

Keynote DeviceAnywhere® is the industry's leading cloud-based software platform for automated QA testing and monitoring of mobile applications and websites on real smartphones and tablets. DeviceAnywhere is used by over 1,000 mobile enterprises and developers to assure the highest quality experience of their connected mobile users.

Keynote SIGOS® offers active end-to-end Quality of Service (QoS) testing and monitoring solutions for mobile, fixed and VoIP communications. It's SITE and Global Roamer products are used by over 200 network operators, content providers, carriers and regulators in over 100 countries worldwide.

Keynote's 4,000 customers represent top Internet and mobile companies and include AT&T, Disney, eBay, E*TRADE, Expedia, Google, Microsoft, Sony Mobile Communications, T-Mobile and Vodafone. Keynote Systems, Inc. is headquartered in San Mateo, California and can be reached at http://www.keynote.com/ or by phone in the U.S. at 1-800-KEYNOTE (1-800-539-6683).

The trademarks or registered trademarks of Keynote Systems, Inc. in the United States and other countries include Keynote^®, DataPulse^®, Keynote Customer Experience Rankings^®, Perspective^®, Keynote Red Alert^®, Keynote WebEffective^®, The Internet Performance Authority^®, MyKeynote^®, SIGOS^®, SITE^®, keynote^® The Mobile & Internet Performance Authority™, Keynote FlexUse^®, Keynote DeviceAnywhere^®, Keynote DeviceAnywhere Test Center^®, Keynote DemoAnywhere^® and Keynote MonitorAnywhere^® All related trademarks, trade names, logos, characters, design and trade dress are trademarks or registered trademarks of Keynote Systems, Inc. in the United States and other countries and may not be used without written permission. All other trademarks are the property of their respective owners.