Historical

Keynote

Mobile
Complete

Pro forma
Adjustments

Pro forma
Combined

ASSETS

Current assets:

Cash and cash equivalents

$

85,573

$

437

$

(60,537

)(a)(l)

$

25,473

Short-term investments

15,807

—

—

15,807

Total cash, cash equivalents and short-term investments

101,380

437

(60,537

)

41,280

Accounts receivable, net

14,738

1,629

—

16,367

Prepaids, deferred costs and other current assets

3,002

245

(169

)(i)

3,078

Inventories

1,502

—

—

1,502

Deferred tax assets

7,582

—

—

7,582

Total current assets

128,204

2,311

(60,706

)

69,809

Deferred costs and other long-term assets

810

85

—

895

Property and equipment, net

34,424

1,391

(97

)(m)

35,718

Goodwill

62,459

—

49,050

 (c)

111,509

Identifiable intangible assets, net

1,653

—

13,170

 (b)

14,823

Long-term deferred tax assets

32,851

—

1,000

 (j)

33,851

Total assets

$

260,401

$

3,787

$

2,417

$

266,605

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$

2,410

$

646

$

—

$

3,056

Accrued expenses

9,450

1,548

—

10,998

Earnout liability

—

—

2,000

 (e)

2,000

Current portion of capital lease obligations

—

62

(62

)(f)

—

Current portion of notes payable

—

1,832

(1,832

)(f)

—

Deferred revenue

16,151

2,862

(1,297

)(i)

17,716

Total current liabilities

28,011

6,950

(1,191

)

33,770

Capital lease obligations

—

60

(60

)(f)

—

Notes payable

—

2,023

(2,023

)(f)

—

Preferred stock warrant liability

—

827

(827

)(f)

—

Long-term income tax payable

3,323

—

—

3,323

Long-term deferred revenue

2,388

300

(180

)(i)

2,508

Other long term liabilities

488

—

—

488

Total liabilities

34,210

10,160

(4,281

)

40,089

Commitments and contingencies

Stockholders’ equity (deficit)

Preferred stock

—

15

(15

)(d)

—

Common stock

17

17

(17

)(d)

17

Additional paid-in-capital

312,057

10,910

(10,910

)(d)

312,057

Accumulated deficit

(87,066

)

(17,313

)

17,638

 (d)(l)(n)

(86,741

)

Accumulated other comprehensive income (loss)

1,183

(2

)

2

 (d)

1,183

Total stockholders’ equity (deficit)

226,191

(6,373

)

6,698

226,516

Total liabilities and stockholders’ equity (deficit)

$

260,401

$

3,787

$

2,417

$

266,605

Historical

Keynote
Systems

Mobile
Complete

Pro forma
Adjustments

Pro forma
Combined

Net revenue

$

103,030

19,999

531

 (n)

123,560

Costs and expenses:

Costs of revenue:

Direct costs of revenue

25,500

8,857

105

 (n)

34,462

Development

13,189

3,393

230

 (g)

16,812

Operations

8,131

—

40

 (g)

8,171

Amortization of intangible assets — software and backlog

1,676

—

3,947

 (h)

5,623

Total cost of revenue

48,496

12,250

4,322

65,068

Sales and marketing

28,278

5,140

46

 (g)

33,464

General and administrative

11,702

5,708

(141

)(g)(l)

17,269

Excess occupancy income

(1,077

)

—

—

(1,077

)

Amortization of intangible assets - other

589

—

671

 (h)

1,260

Total costs and expenses

87,988

23,098

4,898

115,984

Income from operations

15,042

(3,099

)

(4,367

)

7,576

Interest income

607

4

(497

)(k)

114

Other income (expense), net

(394

)

(702

)

655

 (f)

(441

)

Income before benefit (provision) for income taxes

15,255

(3,797

)

(4,209

)

7,249

Benefit (provision) for income taxes

35,607

(151

)

1,000

 (j)

36,456

Net Income (loss)

$

50,862

$

(3,948

)

$

(3,209

)

$

43,705

Net income per share-Basic

$

3.16

$

2.72

Net income per share-Diluted

$

2.91

$

2.50

Shares used in per share calculation-Basic

16,096

16,096

Shares used in per share calculation-Diluted

17,500

8

 (g)

17,508

(a)

To record the purchase price of $60.0 million paid in cash.

(b)

To adjust intangible assets acquired to the preliminary estimated fair value. Approximate amounts of significant intangible assets acquired and estimated useful lives include developed technology of $6 million (5-6 years), backlog of $3 million (1 year), customer relationships of $3 million (6 years), and trade names and trademarks of $ 1 million (8 years).

(c)

To adjust goodwill acquired to the preliminary estimated fair value.

(d)

To eliminate Mobile Complete’s historical stockholder’s deficit.

(e)

To record the estimated potential earnout payment to the former stockholders of Mobile Complete, Inc.

(f)

To eliminate loan obligations, capital lease obligations and the fair value of warrants and related interest expense recorded in Mobile Complete’s financial statements that were not assumed in the Transaction.

(g)

To record the estimated stock-based compensation expense and dilutive effect on the per share calculation related to equity awards granted to employees of Mobile Complete, Inc.

(h)

To record the estimated amortization expense associated with acquired identifiable intangible assets.

(i)

To adjust deferred revenue and the related deferred cost of revenue to the preliminary estimated fair value, representing the performance obligations under Mobile Complete’s existing contracts.

(j)

To record the estimated tax impact of the Transaction, primarily to release of the valuation allowance against deferred tax assets offset by the deferred tax liability established in connection with the acquired identifiable intangible assets, and the related income tax benefit.

(k)

To record the estimated decrease in interest income due to the reduction in cash used for the acquisition.

(l)

To eliminate transaction costs incurred as a result of the acquisition.

(m)

To adjust fixed assets acquired to the preliminary estimated fair value.

(n)

To adjust revenue and cost of revenue for the effect of adoption of the new revenue guidance on October 1, 2010 (the beginning of Keynote’s fiscal year) rather than on January 1, 2011 (the beginning of Mobile Complete’s fiscal year). See Note 2 to unaudited condensed consolidated financial statements for the period ended September 30, 2011.