##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



(Mark
One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number: 000-27241



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KEYNOTE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3226488                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|777 Mariners Island Blvd., San Mateo, CA |  | 94404     
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone number, including area code: (650) 403-2400



---



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    YES ̈NO ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  x    NO ̈



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable
date:



|                              |  |                                    
|----------------------------- |  | -----------------------------------
|Class                         |  | Shares outstanding at July 31, 2004
|Common Stock, $.001 par value |  | 19,655,118                         



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##### Table of Contents

KEYNOTE SYSTEMS, INC.



TABLE OF
CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|           |  | PART IFINANCIAL INFORMATION                                                          |  |     
|           |  |                                                                                      
|Item 1.    |  | Financial Statements                                                                  |  | 3   
|           |  |                                                                                      
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 14  
|           |  |                                                                                      
|Item 3.    |  | Qualitative and Quantitative Disclosures about Market Risk                            |  | 28  
|           |  |                                                                                      
|Item 4.    |  | Controls and Procedures                                                               |  | 28  
|           |  |                                                                                      
|           |  | PART IIOTHER INFORMATION                                                             |  |     
|           |  |                                                                                      
|Item 1.    |  | Legal Proceedings                                                                     |  | 28  
|           |  |                                                                                      
|Item 2.    |  | Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities     |  | 28  
|           |  |                                                                                      
|Item 3.    |  | Defaults Upon Senior Securities                                                       |  | 28  
|           |  |                                                                                      
|Item 4.    |  | Submission of Matters for a Vote of Security Holders                                  |  | 28  
|           |  |                                                                                      
|Item 5.    |  | Other Information                                                                     |  | 28  
|           |  |                                                                                      
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  | 29  
|           | 
|Signatures |  | 30                                                                                   



2



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##### Table of Contents

PART IFINANCIAL INFORMATION



|Item 1. |  | Financial Statements.
|------- |  | ---------------------



KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



Index to Unaudited Condensed Consolidated Financial Statements



|                                                                                                           |  |     
|---------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                           |  | Page
|Condensed Consolidated Balance Sheets as of June 30, 2004 and September 30, 2003                           |  | 4   
|                                                                                                           | 
|Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2004 and 2003 |  | 5   
|                                                                                                           | 
|Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2004 and 2003           |  | 6   
|                                                                                                           | 
|Notes to Condensed Consolidated Financial Statements                                                       |  | 7   



3



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)



|                                                                                                                                      |  |              |          |   |                   |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ----------------- | - | -------- | -
|                                                                                                                                      |  | June 30,2004 |          |   | September 30,2003 |  
|ASSETS                                                                                                                                |  |              |          |   |                   |   |          |  
|Current assets:                                                                                                                       |  |              |          |   |                   |   |          |  
|Cash and cash equivalents                                                                                                             |  | $            | 18,704   |   |                   | $ | 23,242   |  
|Short-term investments                                                                                                                |  |              | 150,716  |   |                   |   | 136,972  |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total cash, cash equivalents, and short-term investments                                                                              |  |              | 169,420  |   |                   |   | 160,214  |  
|                                                                                                                                      |  |             
|Accounts receivable, less allowance for doubtful accounts of $886 and $1,048 as of June 30, 2004 and September 30, 2003,
respectively |  |              | 4,673    |   |                   |   | 4,349    |  
|Prepaid and other current assets                                                                                                      |  |              | 1,143    |   |                   |   | 1,506    |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total current assets                                                                                                                  |  |              | 175,236  |   |                   |   | 166,069  |  
|                                                                                                                                      |  |             
|Property and equipment, net                                                                                                           |  |              | 32,951   |   |                   |   | 33,928   |  
|Goodwill                                                                                                                              |  |              | 4,595    |   |                   |   | 195      |  
|Identifiable intangible assets, net                                                                                                   |  |              | 1,787    |   |                   |   | 2,176    |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total assets                                                                                                                          |  | $            | 214,569  |   |                   | $ | 202,368  |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                  |  |              |          |   |                   |   |          |  
|Current liabilities:                                                                                                                  |  |              |          |   |                   |   |          |  
|Accounts payable                                                                                                                      |  |              | 660      |   |                   |   | 654      |  
|Accrued expenses                                                                                                                      |  |              | 8,836    |   |                   |   | 7,077    |  
|Deferred revenue                                                                                                                      |  |              | 6,227    |   |                   |   | 4,357    |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total current liabilities                                                                                                             |  |              | 15,723   |   |                   |   | 12,088   |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total liabilities                                                                                                                     |  |              | 15,723   |   |                   |   | 12,088   |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Stockholders equity:                                                                                                                 |  |              |          |   |                   |   |          |  
|Common stock                                                                                                                          |  |              | 19       |   |                   |   | 19       |  
|Treasury stock                                                                                                                        |  |              | (29      | ) |                   |   | (29      | )
|Additional paid-in capital                                                                                                            |  |              | 338,181  |   |                   |   | 331,912  |  
|Accumulated deficit                                                                                                                   |  |              | (138,726 | ) |                   |   | (142,056 | )
|Accumulated other comprehensive income (loss)                                                                                         |  |              | (599     | ) |                   |   | 434      |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total stockholders equity                                                                                                            |  |              | 198,846  |   |                   |   | 190,280  |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  
|Total liabilities and stockholders equity                                                                                            |  | $            | 214,569  |   |                   | $ | 202,368  |  
|                                                                                                                                      |  |              |          |   |                   |   |          |  



See accompanying notes
to the condensed consolidated financial statements



4



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(Unaudited)



|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                            |  | Three months ended June 30, |        |   | Nine months ended June 30, |  
|                                                                            |  | 2004                        |        |   | 2003                       |   |        | 2004 |  |   | 2003   |  
|Revenue:                                                                    |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Subscription services                                                       |  | $                           | 9,512  |   |                            | $ | 8,691  |      |  | $ | 26,986 |   |  | $ | 26,099  |  
|Consulting and support services                                             |  |                             | 1,202  |   |                            |   | 741    |      |  |   | 3,270  |   |  |   | 2,649   |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Total revenue                                                               |  |                             | 10,714 |   |                            |   | 9,432  |      |  |   | 30,256 |   |  |   | 28,748  |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Expenses:                                                                   |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Costs of subscription services                                              |  |                             | 1,251  |   |                            |   | 1,873  |      |  |   | 4,055  |   |  |   | 6,618   |  
|Costs of consulting and support services                                    |  |                             | 1,069  |   |                            |   | 1,047  |      |  |   | 2,763  |   |  |   | 2,917   |  
|Research and development                                                    |  |                             | 1,829  |   |                            |   | 1,744  |      |  |   | 5,087  |   |  |   | 5,979   |  
|Sales and marketing                                                         |  |                             | 2,636  |   |                            |   | 3,083  |      |  |   | 7,623  |   |  |   | 11,561  |  
|Operations                                                                  |  |                             | 1,196  |   |                            |   | 1,651  |      |  |   | 3,685  |   |  |   | 5,057   |  
|General and administrative                                                  |  |                             | 1,206  |   |                            |   | 1,602  |      |  |   | 3,591  |   |  |   | 4,718   |  
|Excess occupancy costs                                                      |  |                             | 164    |   |                            |   | 284    |      |  |   | 684    |   |  |   | 862     |  
|Amortization of identifiable intangible assets and stock-based compensation |  |                             | 420    |   |                            |   | 413    |      |  |   | 1,154  |   |  |   | 1,240   |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Total expenses                                                              |  |                             | 9,771  |   |                            |   | 11,697 |      |  |   | 28,642 |   |  |   | 38,952  |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Income (Loss) from operations                                               |  |                             | 943    |   |                            |   | (2,265 | )    |  |   | 1,614  |   |  |   | (10,204 | )
|Interest income and other, net                                              |  |                             | 681    |   |                            |   | 1,002  |      |  |   | 2,006  |   |  |   | 4,827   |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Income (Loss) before provision for income taxes                             |  |                             | 1,624  |   |                            |   | (1,263 | )    |  |   | 3,620  |   |  |   | (5,377  | )
|                                                                            |  |                             |        |  
|Provision for income taxes                                                  |  |                             | (130   | ) |                            |   |       |      |  |   | (290   | ) |  |   |        |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Net income (loss)                                                           |  | $                           | 1,494  |   |                            | $ | (1,263 | )    |  | $ | 3,330  |   |  | $ | (5,377  | )
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Net income (loss) per share:                                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Basic                                                                       |  | $                           | 0.08   |   |                            | $ | (0.06  | )    |  | $ | 0.17   |   |  | $ | (0.23   | )
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Diluted                                                                     |  | $                           | 0.07   |   |                            | $ | (0.06  | )    |  | $ | 0.16   |   |  | $ | (0.23   | )
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Shares used in computing basic and diluted net income (loss) per share:     |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Basic                                                                       |  |                             | 19,504 |   |                            |   | 20,831 |      |  |   | 19,290 |   |  |   | 23,217  |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Diluted                                                                     |  |                             | 20,982 |   |                            |   | 20,831 |      |  |   | 20,756 |   |  |   | 23,217  |  
|                                                                            |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  



See accompanying notes
to the condensed consolidated financial statements



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                         |  |                            |         |   |      |   |         |  
|---------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                         |  | Nine months ended June 30, |        
|                                                                                         |  | 2004                       |         |   | 2003 |  
|Cash flows from operating activities:                                                    |  |                            |         |   |      |   |         |  
|Net income (loss)                                                                        |  | $                          | 3,330   |   |      | $ | (5,377  | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                            |         |   |      |   |         |  
|Depreciation and amortization of property and equipment                                  |  |                            | 2,778   |   |      |   | 4,824   |  
|Amortization of debt investment premium                                                  |  |                            | 2,772   |   |      |   | 1,210   |  
|Amortization of identifiable intangible assets                                           |  |                            | 1,154   |   |      |   | 2,961   |  
|Amortization of deferred stock-based compensation                                        |  |                            |        |   |      |   | 30      |  
|Changes in operating assets and liabilities, net of acquired assets and liabilities:     |  |                            |         |   |      |   |         |  
|Accounts receivable, net                                                                 |  |                            | (116    | ) |      |   | 360     |  
|Prepaids and other current assets                                                        |  |                            | 466     |   |      |   | 1,619   |  
|Accounts payable and accrued expenses                                                    |  |                            | 431     |   |      |   | (1,309  | )
|Deferred revenue                                                                         |  |                            | 1,332   |   |      |   | (442    | )
|                                                                                         |  |                            |         |   |      |   |         |  
|Net cash provided by operating activities                                                |  |                            | 12,147  |   |      |   | 3,876   |  
|                                                                                         |  |                            |         |   |      |   |         |  
|Cash flows from investing activities:                                                    |  |                            |         |   |      |   |         |  
|Purchases of property and equipment                                                      |  |                            | (1,681  | ) |      |   | (1,602  | )
|Proceeds from (purchase of) businesses and assets, net                                   |  |                            | (3,659  | ) |      |   | 75      |  
|Sale of short-term investments                                                           |  |                            | 56,526  |   |      |   | 165,846 |  
|Purchases of short-term investments                                                      |  |                            | (74,075 | ) |      |   | (98,028 | )
|                                                                                         |  |                            |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                                      |  |                            | (22,889 | ) |      |   | 66,291  |  
|                                                                                         |  |                            |         |   |      |   |         |  
|Cash flows from financing activities:                                                    |  |                            |         |   |      |   |         |  
|Repayment of credit facility                                                             |  |                            | (65     | ) |      |   |        |  
|Proceeds from issuance of common stock and exercise of stock options                     |  |                            | 6,269   |   |      |   | 2,888   |  
|Repurchase of outstanding common stock                                                   |  |                            |        |   |      |   | (79,170 | )
|                                                                                         |  |                            |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                      |  |                            | 6,204   |   |      |   | (76,282 | )
|                                                                                         |  |                            |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                |  |                            | (4,538  | ) |      |   | (6,115  | )
|Cash and cash equivalents at beginning of the period                                     |  |                            | 23,242  |   |      |   | 20,874  |  
|                                                                                         |  |                            |         |   |      |   |         |  
|Cash and cash equivalents at end of the period                                           |  | $                          | 18,704  |   |      | $ | 14,759  |  
|                                                                                         |  |                            |         |   |      |   |         |  



See accompanying notes
to the condensed consolidated financial statements



6



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(1)
Basis of Presentation



The accompanying interim unaudited condensed
consolidated balance sheets, and condensed consolidated statements of operations and cash flows reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position of Keynote
Systems, Inc. and subsidiaries (the Company) at June 30, 2004, and the results of operations and cash flows for the interim periods ended June 30, 2004 and 2003.



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (SEC), and therefore, do not include all information and footnotes necessary for a complete presentation of the Companys results of operations, financial position and cash flows. This report should be
read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended September 30, 2003 included in the Companys Report on Form 10-K as filed with the SEC.



The results of operations and cash flows for any interim period are not necessarily
indicative of the Companys results of operations and cash flows for any other future interim period or for a full fiscal year.



Excess occupancy costs are fixed costs associated with the unoccupied portion of the Companys headquarters building, such as property taxes, insurance and
depreciation. These particular costs represent the fixed costs of operating the Companys headquarters building acquired in September 2002 and are based on the actual unoccupied square footage, which was determined to be 70% and 60% during the
three and nine months ended June 30, 2004 and 2003, respectively.



(2)
Stock-Based Compensation Plans



The Company accounts for stock option
grants under Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), which permits the use of the intrinsic-value method in accordance with Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No compensation expense is recognized on the grant date, when the option exercise price equals or exceeds the market price of the
underlying common stock.



The following table illustrates the effect on net
income (loss) and basic and diluted net income (loss) per share if the Company had accounted for its stock option and stock purchase plans under the fair value method of accounting under SFAS No. 123 as amended by SFAS No. 148, Accounting for
Stock-Based CompensationTransition and Disclosure (in thousands, except per share amounts):



|                                                                                                              |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                                              |  | Three Months Ended June 30, |        |   | Nine Months Ended June 30, |  
|                                                                                                              |  | 2004                        |        |   | 2003                       |   |        | 2004 |  |   | 2003   |  
|Net income (loss), as reported                                                                                |  | $                           | 1,494  |   |                            | $ | (1,263 | )    |  | $ | 3,330  |   |  | $ | (5,377  | )
|Add: Stock-based employee compensation included in net loss                                                   |  |                             |       |   |                            |   | 3      |      |  |   |       |   |  |   | 30      |  
|Less: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                             | (1,373 | ) |                            |   | (2,550 | )    |  |   | (5,010 | ) |  |   | (8,037  | )
|                                                                                                              |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Pro forma net income (loss)                                                                                   |  | $                           | 121    |   |                            | $ | (3,810 | )    |  | $ | (1,680 | ) |  | $ | (13,384 | )
|                                                                                                              |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Net income (loss) per share:                                                                                  |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Basicas reported                                                                                             |  | $                           | 0.08   |   |                            | $ | (0.06  | )    |  | $ | 0.17   |   |  | $ | (0.23   | )
|Basicpro forma                                                                                               |  | $                           | 0.01   |   |                            | $ | (0.18  | )    |  | $ | (0.09  | ) |  | $ | (0.58   | )
|Dilutedas reported                                                                                           |  | $                           | 0.07   |   |                            | $ | (0.06  | )    |  | $ | 0.16   |   |  | $ | (0.23   | )
|Dilutedpro forma                                                                                             |  | $                           | 0.01   |   |                            | $ | (0.18  | )    |  | $ | (0.09  | ) |  | $ | (0.58   | )
|Number of shares used in the computing as reported and pro forma:                                             |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |         |  
|Basicas reported                                                                                             |  |                             | 19,504 |   |                            |   | 20,831 |      |  |   | 19,290 |   |  |   | 23,217  |  
|Basicpro forma                                                                                               |  |                             | 19,504 |   |                            |   | 20,831 |      |  |   | 19,290 |   |  |   | 23,217  |  
|Dilutedas reported                                                                                           |  |                             | 20,982 |   |                            |   | 20,831 |      |  |   | 20,756 |   |  |   | 23,217  |  
|Dilutedpro forma                                                                                             |  |                             | 20,982 |   |                            |   | 20,831 |      |  |   | 19,290 |   |  |   | 23,217  |  



The net tax effect on the stock-based
employee compensation determined under the fair value based method for all awards is zero.



The amounts reflected as stock-based compensation included in pro forma net loss for the three and nine months ended June 30, 2003 have been revised from the historically reported amounts. The revision was required to
correct an immaterial error in these amounts associated with the Companys April 2001 Stock Repurchase Program under SFAS No. 123.



The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model. Weighted-average assumptions for options granted are as
follows:



|                         |  |                             |   |  |                            |   |  |              |   |  |            |  
|------------------------ |  | --------------------------- | - |  | -------------------------- | - |  | ------------ | - |  | ---------- | -
|                         |  | Three Months Ended June 30, |   |  | Nine Months Ended June 30, |  
|                         |  | 2004                        |   |  | 2003                       |   |  | 2004         |   |  | 2003       |  
|Volatility               |  | 34.7                        | % |  | 50.8                       | % |  | 34.7% - 38.6 | % |  | 50.8       | %
|Risk-free interest rates |  | 2.3                         | % |  | 2.0                        | % |  | 2.0% -2.3    | % |  | 1.9% - 2.0 | %
|Expected life (in years) |  | 2.5                         |   |  | 2.5                        |   |  | 2.5          |   |  | 2.5        |  
|Dividend yield           |  |                            |   |  |                           |   |  |             |   |  |           |  



7



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(3) Revenue Recognition



Revenue consists of subscription services revenue and consulting and support services
revenue. Subscription services revenue consists of fees from subscriptions to the Companys web performance measurement and management services. Subscription services revenue is deferred upon invoicing and is recognized ratably over the service
period, commencing on the day service is provided, generally ranging from one to twelve months. For some customers, subscription services revenue is invoiced monthly upon completion of the services. Deferred revenue is comprised of all unearned
revenue, primarily unearned subscription services revenue, and is recorded as deferred revenue on the balance sheet until the revenue is earned. The Company does not generally grant refunds. All discounts granted reduce revenue. Revenue is not
recognized for free trial periods. Consulting and support services revenue consists of fees generated by the Companys consulting and support services, and is recognized as the services are performed, typically over a period of one to three
months. For consulting projects that span more than one month, the Company recognizes revenue as milestones or deliverables are completed.



(4) Comprehensive Income (Loss)



Comprehensive income (loss) includes net income (loss), unrealized gains and losses on short-term investments in debt securities and issuances and foreign currency
translation. The unrealized gains and losses on short-term investments in debt securities and issuances and foreign currency translation are excluded from earnings and reported as a component of stockholders equity. The functional currency of
the Companys foreign operations is the applicable local currency or United States dollar. Gains and losses from foreign currency transactions are reflected in the condensed consolidated statements of operations as incurred. The components of
comprehensive income (loss) are as follows (in thousands):



|                                                      |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                      |  | Three Months EndedJune 30, |        |   | Nine Months EndedJune 30, |  
|                                                      |  | 2004                       |        |   | 2003                      |   |        | 2004 |  |   | 2003   |  
|Net income (loss)                                     |  | $                          | 1,494  |   |                           | $ | (1,263 | )    |  | $ | 3,330  |   |  | $ | (5,377 | )
|Net unrealized loss on available-for-sale investments |  |                            | (1,096 | ) |                           |   | (232   | )    |  |   | (1,062 | ) |  |   | (1,441 | )
|Foreign currency translation gain (loss)              |  |                            | (6     | ) |                           |   | 78     |      |  |   | 29     |   |  |   | 19     |  
|                                                      |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Comprehensive income (loss)                           |  | $                          | 392    |   |                           | $ | (1,417 | )    |  | $ | 2,297  |   |  | $ | (6,799 | )
|                                                      |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  



The tax effect on the foreign currency
translation gain/(loss) is immaterial.



(5) Financial Instruments and
Concentration of Risk



The carrying value of the Companys financial
instruments, including cash and cash equivalents, short-term investments, accounts receivable, and accounts payable and accrued expenses, approximates fair market value due to their short-term nature. Financial instruments that subject the Company
to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable.



Credit risk is concentrated in North America, but exists in Europe as well. The Company generally requires no collateral from customers; however, throughout the
collection process, it conducts an ongoing evaluation of customers ability to pay. The Companys accounting for its allowance for doubtful accounts is determined based on historical trends, experience and current market and industry
conditions. Management regularly reviews the adequacy of the Companys allowance for doubtful accounts by considering the aging of accounts receivable, the age of each invoice, each customers expected ability to pay and the Companys
collection history with each customer. Management reviews invoices greater than 60 days past due to determine whether an allowance is appropriate based on the receivable balance. In addition, the Company maintains a reserve for all other invoices,
which is calculated by applying a percentage to the outstanding accounts receivable balance, based on historical collection trends. The allowance for doubtful accounts represents managements best current estimate, but changes in circumstances
relating to accounts receivable, including unforeseen declines in market conditions and collection rates, may result in additional allowances in the future. The Company believes that it has adequately reserved for doubtful accounts as of the date of
each balance sheet presented herein. At June 30, 2004, one single customer accounted for more than 10% of the Companys total accounts receivable, of which 32% of the receivable was subsequently collected and the remaining accounts receivable
balance was not yet due as of June 30, 2004. At June 30, 2003, one single customer accounted for more than 10% of the Companys total accounts receivable, which receivable was subsequently collected in July 2003. For the three and nine months
ended June 30, 2004 and 2003, no single customer accounted for more than 10% of the Companys total revenue during each period. For the three months ended June 30, 2004 and 2003, the top ten customers accounted for approximately 35% and 32% of
total revenue, respectively. For the nine months ended June 30, 2004 and 2003, the top ten customers accounted for approximately 34% and 31% of total revenue, respectively.



8



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(6) Investments



The Company considers all highly liquid investments with original maturities of three months
or less when acquired to be cash equivalents. The Companys short-term investments consist of investment-grade corporate and government debt securities and issuances with Moodys ratings of A2 or better and which mature in two years or
less. All of the Companys cash equivalents and short-term investments are classified as available-for-sale. These securities are carried at fair market value, with unrealized gains and losses excluded from earnings and reported as a component
of other comprehensive income (loss). The following table summarizes the Companys short-term investments in investment-grade debt securities as of June 30, 2004 (in thousands):



|                                                              |  |               |         |                        |   |                         |  |   |                             |   |  |   |        
|------------------------------------------------------------- |  | ------------- | ------- | ---------------------- | - | ----------------------- |  | - | --------------------------- | - |  | - | -------
|                                                              |  | AmortizedCost |         | Gross Unrealized Gains |   | Gross Unrealized Losses |  |   | Estimated Fair Market Value
|Obligations of U.S. federal and state government and agencies |  | $             | 67,145  |                        | $ | 12                      |  | $ | (255                        | ) |  | $ | 66,902 
|Corporate bonds and commercial paper                          |  |               | 84,337  |                        |   | 7                       |  |   | (530                        | ) |  |   | 83,814 
|                                                              |  |               |         |                        |   |                         |  |   |                             |   |  |   |        
|Total                                                         |  | $             | 151,482 |                        | $ | 19                      |  | $ | (785                        | ) |  | $ | 150,716
|                                                              |  |               |         |                        |   |                         |  |   |                             |   |  |   |        



The following table
summarizes the contractual maturities of fixed maturity investments available for sale at June 30, 2004 (in thousands). Expected maturities of debt securities and issuances will differ from contractual maturities of the debt securities and issuances
because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.



|                     |  |                |         |                             |   |        
|-------------------- |  | -------------- | ------- | --------------------------- | - | -------
|                     |  | Amortized Cost |         | Estimated Fair Market Value
|Year ending June 30, |  |                |         |                             |   |        
|2005                 |  | $              | 101,808 |                             | $ | 101,582
|2006                 |  |                | 49,674  |                             |   | 49,134 
|                     |  |                |         |                             |   |        
|Total                |  | $              | 151,482 |                             | $ | 150,716
|                     |  |                |         |                             |   |        



(7) Goodwill and Identifiable
Intangible Assets



The following table represents the changes in goodwill
during the nine months ended June 30, 2004 (in thousands):



|                                                                                                        |  |   |      
|------------------------------------------------------------------------------------------------------- |  | - | -----
|Balance at September 30, 2003                                                                           |  | $ | 195  
|Additional goodwill for acquisition of the business of the MatrixNet division of Xaffire, Inc. (Note 9) |  |   | 272  
|Additional goodwill for acquisition of NetRaker Corporation (Note 9)                                    |  |   | 4,128
|                                                                                                        |  |   |      
|Balance at June 30, 2004                                                                                |  | $ | 4,595
|                                                                                                        |  |   |      



9



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As of June 30, 2004, the net carrying value of identifiable intangible
assets was approximately $1.8 million. During the first quarter of fiscal 2004, the Company acquired approximately $84,000 of technology-based and $43,000 of customer-based intangible assets related to the acquisition of the business of the
MatrixNet division of Xaffire, Inc. (MatrixNet) (see Note 9). During the third quarter of fiscal 2004, the Company acquired approximately $480,000 of technology-based and $158,000 of customer-based intangible assets related to the
acquisition of NetRaker Corporation (NetRaker) (see Note 9). As a result, the gross carrying value of the identifiable intangible assets for the nine months ended June 30, 2004 increased by $765,000. These assets are being amortized over
a three-year period, with minimal expected residual values. For the three and nine months ended June 30, 2004, the amortization expense for intangible assets was $420,000 and approximately $1.2 million, respectively. The components of identifiable
intangible assets are as follows (in thousands):



|                                         |  |                  |        |   |                |   |        |       |  |   |         |  
|---------------------------------------- |  | ---------------- | ------ | - | -------------- | - | ------ | ----- |  | - | ------- | -
|                                         |  | Technology Based |        |   | Customer Based |   |        | Total | 
|As of June 30, 2004:                     |  |                  |        |   |                |   |        |       |  |   |         |  
|Gross carrying value                     |  | $                | 8,570  |   |                | $ | 3,926  |       |  | $ | 12,496  |  
|Accumulated amortization                 |  |                  | (7,030 | ) |                |   | (3,679 | )     |  |   | (10,709 | )
|                                         |  |                  |        |   |                |   |        |       |  |   |         |  
|Net carrying value at June 30, 2004      |  | $                | 1,540  |   |                | $ | 247    |       |  | $ | 1,787   |  
|                                         |  |                  |        |   |                |   |        |       |  |   |         |  
|As of September 30, 2003:                |  |                  |        |   |                |   |        |       |  |   |         |  
|Gross carrying value                     |  | $                | 8,006  |   |                | $ | 3,725  |       |  | $ | 11,731  |  
|Accumulated amortization                 |  |                  | (5,951 | ) |                |   | (3,604 | )     |  |   | (9,555  | )
|                                         |  |                  |        |   |                |   |        |       |  |   |         |  
|Net carrying value at September 30, 2003 |  | $                | 2,055  |   |                | $ | 121    |       |  | $ | 2,176   |  
|                                         |  |                  |        |   |                |   |        |       |  |   |         |  



The amortization expense for existing
intangible assets as of June 30, 2004 is estimated to be approximately $369,000 for the remainder of fiscal 2004, approximately $955,000 for fiscal 2005, approximately $350,000 for fiscal 2006, and approximately $113,000 for fiscal 2007, assuming no
impairment.



(8) Net Income (Loss) Per Share



Basic earnings per share is computed using the weighted-average number of common shares
outstanding, and diluted earnings per share is computed using the weighted-average number of common shares outstanding, and all dilutive potential common shares outstanding, using the treasury stock method. For the three and nine months ended June
30, 2004, dilutive potential common shares outstanding reflect shares issuable under the Companys stock option and equity incentive plans. For the three and nine months ended June 30, 2004, 736,000 and 801,000 shares with a weighted average
exercise price of $40.65 and $38.38, respectively, were considered anti-dilutive and excluded from the denominator for diluted net income per share. For the three and nine months ended June 30, 2003, 859,000 and 484,000 net dilutive potential common
shares with a weighted average price of $9.66 and $8.55, respectively, computed using the treasury stock method were considered anti-dilutive and excluded from the denominator for diluted net loss per share as a result of the Companys net
loss.



The following table summarizes the Companys net income (loss) per
share computations for the three and nine months ended June 30, 2004, and 2003 (in thousands, except per share amounts):



|                                                                                   |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  
|---------------------------------------------------------------------------------- |  | --------------------------- | ------ | ---- | -------------------------- | ------ | ---- |  | ---- | ------ |  | - | ------ | -
|                                                                                   |  | Three months ended June 30, |        |      | Nine months ended June 30, |       
|                                                                                   |  | 2004                        |        | 2003 |                            |        | 2004 |  | 2003 |       
|Numerator:                                                                         |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  
|Net income (loss)                                                                  |  | $                           | 1,494  |      | $                          | (1,263 | )    |  | $    | 3,330  |  | $ | (5,377 | )
|Denominator:                                                                       |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  
|Denominator for basic net income (loss) per shareweighted average shares          |  |                             | 19,504 |      |                            | 20,831 |      |  |      | 19,290 |  |   | 23,217 |  
|Incremental common shares attributable to shares issuable under stock option plans |  |                             | 1,478  |      |                            |       |      |  |      | 1,466  |  |   |       |  
|                                                                                   |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  
|Denominator for diluted net income (loss) per shareweighted average shares        |  |                             | 20,982 |      |                            | 20,831 |      |  |      | 20,756 |  |   | 23,217 |  
|                                                                                   |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  
|Net income (loss) per sharebasic                                                  |  | $                           | 0.08   |      | $                          | (0.06  | )    |  | $    | 0.17   |  | $ | (0.23  | )
|                                                                                   |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  
|Net income (loss) per sharediluted                                                |  | $                           | 0.07   |      | $                          | (0.06  | )    |  | $    | 0.16   |  | $ | (0.23  | )
|                                                                                   |  |                             |        |      |                            |        |      |  |      |        |  |   |        |  



10



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(9) Acquisitions



In April 2004, the Company acquired NetRaker Corporation, a provider of online customer
experience management solutions that help e-business managers measure, evaluate and improve the design and navigability of their websites. The total price of approximately $3.6 million includes a $2.6 million initial cash payment made in April 2004,
an estimated $500,000 for additional purchase price to be paid based on the final calculation of the NetRaker net assets as of the closing date, and approximately $535,000 of direct acquisition costs. An additional cash payment could be made if
certain revenue and profitability targets are achieved by the acquired business during the twelve months ending March 31, 2005. The Company believes this acquisition will enhance and broaden its customer experience management solutions for
enterprise customers as well as allow it to target e-business marketing executives within Fortune 500 companies, such as usability and market research managers.



The preliminary purchase price allocation was based on the estimated fair value of the assets and liabilities of the business at the acquisition date, including
technology-based and customer-based intangible assets acquired. The Company has currently estimated the purchase price allocation to intangible assets and expects to complete its formal valuation by September 30, 2004. The following table summarizes
the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):



|                                                         |  |   |       |  
|-------------------------------------------------------- |  | - | ----- | -
|Cash                                                     |  | $ | 12    |  
|Accounts receivable                                      |  |   | 150   |  
|Prepaid and other assets                                 |  |   | 104   |  
|Property and equipment                                   |  |   | 20    |  
|Customer-based intangible assets                         |  |   | 158   |  
|Technology-based intangible assets                       |  |   | 480   |  
|Goodwill                                                 |  |   | 4,128 |  
|Liabilities assumed                                      |  |   | (886  | )
|Deferred revenue                                         |  |   | (531  | )
|                                                         |  |   |       |  
|Total purchase price, including direct acquisition costs |  | $ | 3,635 |  
|                                                         |  |   |       |  



In December 2003, the Company acquired
the business of the MatrixNet division of Xaffire, Inc. for $582,000 in cash. The MatrixNet service measures performance from network agent locations to a customers web infrastructure or devices. The preliminary purchase price allocation was
based on the estimated fair value of the assets and liabilities of the business at the acquisition date, including the technology-based and customer-based intangible assets acquired. During the three months ended March 31, 2004, the Company updated
its preliminary purchase price allocation for the fair value of the property and equipment that were acquired as a result of the acquisition of the business of MatrixNet. Therefore, goodwill decreased by $34,000, from $306,000 initially recorded to
$272,000. The following table summarizes the adjusted estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):



|                                   |  |   |     |  
|---------------------------------- |  | - | --- | -
|Accounts receivable, net           |  | $ | 55  |  
|Property and equipment             |  |   | 135 |  
|Customer-based intangible assets   |  |   | 43  |  
|Technology-based intangible assets |  |   | 84  |  
|Goodwill                           |  |   | 272 |  
|Deferred revenue                   |  |   | (7  | )
|                                   |  |   |     |  
|Total purchase price               |  | $ | 582 |  
|                                   |  |   |     |  



(10) Commitments and Contingencies



(A) Leases



The Company leases certain of its facilities under non-cancelable operating leases, which
expire on various dates through December 2005. At June 30, 2004, future minimum payments under the leases are as follows (in thousands):



|                             |  |                  |    
|---------------------------- |  | ---------------- | ---
|Twelve months ended June 30: |  | Operating Leases
|2005                         |  | $                | 103
|2006                         |  |                  | 52 
|                             |  |                  |    
|Total minimum lease payments |  | $                | 155
|                             |  |                  |    



(B) Commitments



The Company has contingent commitments to 116 bandwidth and collocation
providers amounting to $818,000 for 100 locations that represent one to twelve months commitments,. The commitments become due if the Company terminates any of these agreements prior to their expiration. At present, the Company does not intend to
terminate any of these agreements prior to their expiration.



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(C) Legal Proceedings



Beginning on August 16, 2001, several class action lawsuits were filed in the United States
District Court for the Southern District of New York against us, certain of our officers, and the underwriters of our initial public offering. These lawsuits were essentially identical, and were brought on behalf of those who purchased our
securities between September 24, 1999 and August 19, 2001. These complaints alleged generally that the underwriters in certain initial public offerings, including ours, allocated shares in those initial public offerings in unfair or unlawful ways,
such as requiring the purchaser to agree to buy in the aftermarket at a higher price or to buy shares in other companies with higher than normal commissions. The complaint also alleged that we had a duty to disclose the activities of the
underwriters in the registration statement relating to our initial public offering. The plaintiffs counsel and the issuer defendants counsel have reached a preliminary settlement agreement, without any payments by the Company. The
settlement awaits approval by the Court.



We are subject to legal proceedings,
claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on
our consolidated financial position, results of operations, or cash flows.



(11) Stock Repurchase Program



The Companys Board of
Directors approved a program to repurchase shares of its common stock in January 2001. Pursuant to the stock repurchase program, a total of 10.4 million shares had been repurchased as of June 30, 2004, for approximately $90.1 million. For the three
and nine months ended June 30, 2004, the Company did not repurchase any shares of its common stock. For the three months ended June 30, 2003, the Company repurchased approximately 4.3 million shares for approximately $40.5 million, primarily in
connection with its issuer tender offer that was completed in May 2003. For the nine months ended June 30, 2003, the Company repurchased approximately 8.9 million shares for approximately $79.2 million, primarily in connection with its issuer tender
offer in November 2002 and May 2003.



At June 30, 2004, the Company had
authorization to repurchase up to approximately $39.9 million of its common stock pursuant to this stock repurchase program.



(12) Geographic and Segment Information



The Company has determined that it operates in a single reportable operating segment: the development and sale of services to measure, test, assure and improve the
quality of service of web sites. While the Company operates under one operating segment, management reviews revenue under two categories  measurement services revenue and management solutions revenue. Management continues to allocate resources
based on the one operating segment.



The following table identifies which
services fall under measurement services and management solutions and where they are recorded in the condensed consolidated statements of operations listed in alphabetical order:



|                                   |  |                       |  |                                
|---------------------------------- |  | --------------------- |  | -------------------------------
|                                   |  | Subscription Services |  | Consulting and Support Services
|Measurement Services:              |  |                       |  |                                
|Application Perspective Outside    |  | X                     |  |                                
|NetMechanic                        |  | X                     |  |                                
|Red Alert                          |  | X                     |  |                                
|Streaming Perspective              |  | X                     |  |                                
|Transaction Perspective            |  | X                     |  |                                
|Website Perspective                |  | X                     |  |                                
|Management Solutions:              |  |                       |  |                                
|Application Perspective Private    |  | X                     |  |                                
|Diagnostic Services                |  |                       |  | X                              
|Enterprise Solutions               |  | X                     |  | X                              
|LoadPro                            |  |                       |  | X                              
|Network Perspective                |  | X                     |  |                                
|Professional Services              |  |                       |  | X                              
|Test Perspective                   |  | X                     |  |                                
|WebEffective Intelligence Platform |  | X                     |  | X                              
|WebIntegrity                       |  | X                     |  |                                
|Wireless Perspective               |  | X                     |  |                                



12



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##### Table of Contents

KEYNOTE SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table summarizes measurement services and management
solutions revenue (in thousands):



|                                    |  |      |        |      |   |       
|----------------------------------- |  | ---- | ------ | ---- | - | ------
|                                    |  | 2004 |        | 2003
|For the three months ended June 30: |  |      |        |      |   |       
|Measurement services revenue        |  | $    | 7,040  |      | $ | 7,247 
|Management solutions revenue        |  |      | 3,674  |      |   | 2,185 
|                                    |  |      |        |      |   |       
|Total Revenue                       |  | $    | 10,714 |      | $ | 9,432 
|                                    |  |      |        |      |   |       
|                                    |  |     
|                                    |  | 2004 |        | 2003
|For the nine months ended June 30:  |  |      |        |      |   |       
|Measurement services revenue        |  | $    | 20,960 |      | $ | 22,079
|Management solutions revenue        |  |      | 9,296  |      |   | 6,669 
|                                    |  |      |        |      |   |       
|Total Revenue                       |  | $    | 30,256 |      | $ | 28,748
|                                    |  |      |        |      |   |       



International sales were approximately
6% of total revenue for each of the three months ended June 30, 2004 and 2003, respectively. International sales were approximately 6% and 7% of total revenue for the nine months ended June 30, 2004 and 2003, respectively.



(13) Subsequent Event



On July 2, 2004, the Company acquired Hudson Williams, Inc. (Hudson Williams), a provider of performance management and load
testing consulting services for an initial cash payment of approximately $1.6 million plus a cash payment of $300,000 as a preliminary payment for the Hudson Williams estimated net assets as of the closing date. The finalization of this payment will
be made by August 29, 2004 based on the final calculation of the Hudson Williams net assets as of the closing date, currently estimated to be up to approximately $400,000. The Company has not finalized its purchase price allocation, but expects the
allocation between goodwill and intangible assets to be completed by September 30, 2004. The Company believes this acquisition will enhance and broaden its enterprise solutions group and provide its northeast customers a more local access to Keynote
expertise.



13



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##### Table of Contents

|Item 2. |  | Management Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -----------------------------------------------------------------------------------



The following information should be read in conjunction with the interim unaudited condensed consolidated financial statements and related
notes.



Except for historical information, this Form 10-Q contains
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. These forward-looking statements involve risks and uncertainties, including, among other things,
statements regarding our anticipated costs and expenses and revenue mix. These forward-looking statements include, among others, statements including the words expect, anticipate, intend, believe and
similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to these differences include, but are not limited to, those discussed in this section and in
our annual report on Form 10-K for the fiscal year ended September 30, 2003, in the section Managements Discussion and Analysis of Financial Condition and Results of OperationsFactors That May Impact Future Operating Results
and elsewhere in that report. You should also carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission, including the annual report on Form 10-K, the quarterly reports on Form 10-Q
and current reports on Form 8-K. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this quarterly report on Form 10-Q. We undertake no obligation to publicly release any revisions to
the forward-looking statements or reflect events or circumstances after the date of this document.



Overview



We offer Web performance
measurement and management services that enable corporate enterprises to monitor, benchmark, test and tune, diagnose and optimize their e-business systems both inside and outside the firewall. Keynotes services provide enterprise customers
with Total Performance Management solutions enabling them to increase return on investment, save money and efficiently link information technology resources to e-business goals. Total Performance Management includes a broad portfolio of
cost-effective measurement, monitoring, performance management, load testing, content quality testing and usability testing services. Keynotes goal is to empower customers to deliver an optimal experience to end-users and to gain competitive
advantage, while helping them reduce unnecessary capital expenditures and leverage enterprise management software they already own.



Revenue consists of subscription services revenue and consulting and support services revenue. Subscription services revenue consists of fees from subscriptions to our
Internet measurement, monitoring, testing, and real user customer experience, and diagnostic services. Subscription services revenue is deferred upon invoicing and is recognized ratably over the service period, commencing on the day service is
provided, generally ranging from one to twelve months. For some customers, subscription services revenue is invoiced monthly upon completion of the services. Deferred revenue is comprised of all unearned revenue, primarily unearned subscription
services revenue and is recorded as deferred revenue on our balance sheet until the revenue is earned. As of June 30, 2004, we had recorded approximately $6.2 million of deferred revenue. We do not generally grant refunds. All discounts granted
reduce revenue. Revenue is not recognized during free trial periods. Consulting and support services revenue, which consists of fees generated by our consulting and support services and our load testing services, is recognized as the services are
performed, typically over a period of one to three months. For longer consulting projects that span more than one month, we recognize revenue as milestones or deliverables are completed.



A majority of our subscription services revenue comes from our web performance benchmarking services, which include our Perspective
services. Subscription services revenue also includes our Red Alert and NetMechanic monitoring and alarm services, Test Perspective, WebEffective Intelligence Platform, performance management subscription services, our private agent and application
performance management services. Our customers purchase these services for an initial term of three to twelve months and then may renew on an annual, semi-annual, or month-to-month basis.



Subscription services fees can vary based on the number of URLs measured, the number of devices monitored, the number of measurement
locations, the number of users, the number of hours, the frequency of the measurements, the number of private agents, the additional features ordered, and the type of services purchased.



We offer our consulting and support services on a per engagement basis. Consulting and support services revenue amounted to approximately
11% and 8% of total revenue for the three months ended June 30, 2004 and 2003, respectively. Consulting and support services revenue amounted to approximately 11% and 9% of total revenue for the nine months ended June 30, 2004 and 2003,
respectively. We believe that consulting and support services revenue may increase somewhat in the future as a percentage of total revenue, as our existing consulting and support services become more widely used, as a result of acquisitions and as
we introduce additional services that require consulting expertise. However, we cannot assure you that this revenue will increase in absolute dollars in future periods.



In addition to analyzing revenue for subscription services and consulting and support services, management also internally analyzes revenue
categorized as measurement services and management solutions.



The following
table identifies which services are categorized as measurement services and management solutions and where they are recorded in our condensed consolidated statements of operations listed in alphabetical order):



|                                   |  |                       |  |                                
|---------------------------------- |  | --------------------- |  | -------------------------------
|                                   |  | Subscription Services |  | Consulting and Support Services
|Measurement Services:              |  |                       |  |                                
|Application Perspective Outside    |  | X                     |  |                                
|NetMechanic                        |  | X                     |  |                                
|Red Alert                          |  | X                     |  |                                
|Streaming Perspective              |  | X                     |  |                                
|Transaction Perspective            |  | X                     |  |                                
|Website Perspective                |  | X                     |  |                                
|Management Solutions:              |  |                       |  |                                
|Application Perspective Private    |  | X                     |  |                                
|Diagnostic Services                |  |                       |  | X                              
|Enterprise Solutions               |  | X                     |  | X                              
|LoadPro                            |  |                       |  | X                              
|Network Perspective                |  | X                     |  |                                
|Professional Services              |  |                       |  | X                              
|Test Perspective                   |  | X                     |  |                                
|WebEffective Intelligence Platform |  | X                     |  | X                              
|WebIntegrity                       |  | X                     |  |                                
|Wireless Perspective               |  | X                     |  |                                



14



---

##### Table of Contents

The following table summarizes measurement services and management solutions revenue (in thousands):



|                                    |  |      |        |      |   |         |  |    |   
|----------------------------------- |  | ---- | ------ | ---- | - | ------- |  | -- | --
|                                    |  | 2004 |        | 2003 |   | %change | 
|For the three months ended June 30: |  |      |        |      |   |         |  |    |   
|Measurement services revenue        |  | $    | 7,040  |      | $ | 7,247   |  | (3 | )%
|Management solutions revenue        |  |      | 3,674  |      |   | 2,185   |  | 68 | % 
|                                    |  |      |        |      |   |         |  |    |   
|Total Revenue                       |  | $    | 10,714 |      | $ | 9,432   |  | 14 | % 
|                                    |  |      |       
|                                    |  | 2004 |        | 2003 |   | %change | 
|For the nine months ended June 30:  |  |      |        |      |   |         |  |    |   
|Measurement services revenue        |  | $    | 20,960 |      | $ | 22,079  |  | (5 | )%
|Management solutions revenue        |  |      | 9,296  |      |   | 6,669   |  | 39 | % 
|                                    |  |      |        |      |   |         |  |    |   
|Total Revenue                       |  | $    | 30,256 |      | $ | 28,748  |  | 5  | % 



Measurement services revenue decreased
by $207,000 for the three months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. Measurement services revenue represented 66% and 77% of total revenue for the three months ended June 30, 2004 and 2003, respectively.
Measurement services revenue decreased by approximately $1.1 million for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. Measurement services revenue represented 69% and 77% of total revenue for the nine
months ended June 30, 2004 and 2003, respectively. The decrease in measurement services revenue was mainly attributable to reduced subscriptions for our Website Perspective service, resulting in fewer measurements, partially offset by increases in
our Transaction Perspective and Red Alert monitoring services as well as revenue from our Streaming Perspective and Application Perspective services which were newly introduced in fiscal 2004.



Management solutions revenue increased by approximately $1.5 million for the three months
ended June 30, 2004 as compared to the corresponding period in fiscal 2003. Management solutions revenue represented 34% and 23% of total revenue for the three months ended June 30, 2004 and 2003, respectively. Management solutions revenue increased
by approximately $2.6 million for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. Management solutions revenue represented 31% and 23% of total revenue for the nine months ended June 30, 2004 and 2003,
respectively. The increase in management solutions revenue as listed in descending order of impact, was mainly attributable to increased contribution from our Enterprise Solutions, WebEffective Intelligence Platform services as a result of our
acquisition of NetRaker in April 2004, Wireless Perspective, Testing and Tuning solutions, as well as Network Perspective, which was newly introduced in December 2003 as a result of our acquisition of the business of MatrixNet division of Xaffire,
Inc. (MatrixNet).



We believe that the challenges for our business
include 1) increasing management solutions revenue while continuing to stabilize measurement services revenue, 2) integrating our recent two acquisitions and 3) controlling our expenses for the fourth quarter of fiscal 2004 at 8% to 10% higher than
the third quarter of fiscal 2004, assuming no acquisitions.



At June 30, 2004,
one single customer accounted for more than 10% of our total accounts receivable, of which 32% of the receivable was subsequently collected and the remaining accounts receivable balance was not yet due as of June 30, 2004. At June 30, 2003, one
single customer accounted for more than 10% of our total accounts receivable, which receivable was subsequently collected in July 2003. For the three and nine months ended June 30, 2004 and 2003, no single customer accounted for more than 10%
of total revenue during each period. For the three months ended June 30, 2004 and 2003, the top ten customers accounted for approximately 35% and 32% of total revenue, respectively. For the nine months ended June 30, 2004 and 2003, the top ten
customers accounted for approximately 34% and 31% of total revenue, respectively.



We cannot be certain that customers that have accounted for significant revenue in past periods, individually or in aggregate, will renew our services and continue to generate revenue in any future period. In addition, our customers that
have monthly renewal arrangements may terminate their services at any time with little or no penalty. If we lose a major customer or a group of significant customers, our revenue could decline significantly.



Costs of subscription services consist of connection fees to major telecommunication and
internet access providers for bandwidth usage of our measurement computers, which are located around the world, depreciation, maintenance and other equipment charges for our measurement and data collection infrastructure.



Costs of consulting and support services consist of compensation expenses and related costs
for consulting and support services personnel, all load-testing bandwidth costs and related network infrastructure costs.



Results of Operations



The following table sets forth, as a percentage of total revenue, certain condensed consolidated statements of operations data for the periods indicated. All information is derived from our condensed consolidated
financial statements included in this Form 10-Q. The operating results are not necessarily indicative of the results for any future period.



|                                                                            |  |                             |   |  |                            |    |  |       |   |  |       |   
|--------------------------------------------------------------------------- |  | --------------------------- | - |  | -------------------------- | -- |  | ----- | - |  | ----- | --
|                                                                            |  | Three months ended June 30, |   |  | Nine months ended June 30, |   
|                                                                            |  | 2004                        |   |  | 2003                       |    |  | 2004  |   |  | 2003  |   
|Revenue:                                                                    |  |                             |   |  |                            |    |  |       |   |  |       |   
|Subscription services                                                       |  | 88.8                        | % |  | 92.1                       | %  |  | 89.2  | % |  | 90.8  | % 
|Consulting and support services                                             |  | 11.2                        |   |  | 7.9                        |    |  | 10.8  |   |  | 9.2   |   
|                                                                            |  |                             |   |  |                            |    |  |       |   |  |       |   
|Total revenue                                                               |  | 100.0                       |   |  | 100.0                      |    |  | 100.0 |   |  | 100.0 |   
|Expenses:                                                                   |  |                             |   |  |                            |    |  |       |   |  |       |   
|Costs of subscription services                                              |  | 11.7                        |   |  | 19.9                       |    |  | 13.4  |   |  | 23.0  |   
|Costs of consulting and support services                                    |  | 9.9                         |   |  | 11.1                       |    |  | 9.1   |   |  | 10.1  |   
|Research and development                                                    |  | 17.1                        |   |  | 18.5                       |    |  | 16.8  |   |  | 20.8  |   
|Sales and marketing                                                         |  | 24.6                        |   |  | 32.7                       |    |  | 25.2  |   |  | 40.2  |   
|Operations                                                                  |  | 11.2                        |   |  | 17.5                       |    |  | 12.2  |   |  | 17.6  |   
|General and administrative                                                  |  | 11.3                        |   |  | 16.9                       |    |  | 11.9  |   |  | 16.4  |   
|Excess occupancy costs                                                      |  | 1.5                         |   |  | 3.0                        |    |  | 2.3   |   |  | 3.0   |   
|Amortization of identifiable intangible assets and stock-based compensation |  | 3.9                         |   |  | 4.4                        |    |  | 3.8   |   |  | 4.3   |   
|                                                                            |  |                             |   |  |                            |    |  |       |   |  |       |   
|Total expenses                                                              |  | 91.2                        |   |  | 124.0                      |    |  | 94.7  |   |  | 135.4 |   
|                                                                            |  |                             |   |  |                            |    |  |       |   |  |       |   
|Income (loss) from operations                                               |  | 8.8                         |   |  | (24.0                      | )  |  | 5.3   |   |  | (35.4 | ) 
|Interest income, net                                                        |  | 6.4                         |   |  | 10.6                       |    |  | 6.6   |   |  | 16.8  |   
|                                                                            |  |                             |   |  |                            |    |  |       |   |  |       |   
|Net income (loss) before provision for income taxes                         |  | 15.2                        |   |  | (13.4                      | )  |  | 11.9  |   |  | (18.6 | ) 
|Provision for income taxes                                                  |  | (1.2                        | ) |  |                           |    |  | (0.9  | ) |  |      |   
|                                                                            |  |                             |   |  |                            |    |  |       |   |  |       |   
|Net income (loss)                                                           |  | 14.0                        | % |  | (13.4                      | )% |  | 11.0  | % |  | (18.6 | )%



15



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##### Table of Contents

Our results improved by approximately $2.8 million, from a net loss of approximately $1.3 million for the three months
ended June 30, 2003 to a net income of approximately $1.5 million for the three months ended June 30, 2004. Total revenue increased by approximately $1.3 million or 14%, from approximately $9.4 million for the three months ended June 30, 2003 to
approximately $10.7 million for the three months ended June 30, 2004. Total expenses decreased by approximately $1.9 million or 16%, from approximately $11.7 million for the three months ended June 30, 2003 to approximately $9.8 million for the
three months ended June 30, 2004.



Our results improved by approximately $8.7
million, from a net loss of approximately $5.4 million for the nine months ended June 30, 2003 to a net income of approximately $3.3 million for the nine months ended June 30, 2004. Total revenue increased by approximately $1.5 million or 5%, from
approximately $28.7 million for the nine months ended June 30, 2003 to approximately $30.3 million for the nine months ended June 30, 2004. Total expenses decreased by approximately $10.3 million or 26%, from approximately $39.0 million for the nine
months ended June 30, 2003 to approximately $28.6 million for the nine months ended June 30, 2004.



We anticipate that total expenses for the fourth quarter of fiscal 2004 will increase as compared to the third quarter of fiscal 2004 primarily due to our recent acquisition of Hudson Williams, Inc. in July 2004,
additional investment in our sales and marketing efforts and increased personnel costs.



Revenue



|                                    |  |      |        |      |   |          |  |    |  
|----------------------------------- |  | ---- | ------ | ---- | - | -------- |  | -- | -
|                                    |  | 2004 |        | 2003 |   | % Change | 
|For the three months ended June 30: |  |      |        |      |   |          |  |    |  
|Subscription services               |  | $    | 9,512  |      | $ | 8,691    |  | 9  | %
|Consulting and support services     |  |      | 1,202  |      |   | 741      |  | 62 | %
|                                    |  |      |        |      |   |          |  |    |  
|                                    |  | $    | 10,714 |      | $ | 9,432    |  | 14 | %
|                                    |  |      |       
|                                    |  | 2004 |        | 2003 |   | % Change | 
|For the nine months ended June 30:  |  |      |        |      |   |          |  |    |  
|Subscription services               |  | $    | 26,986 |      | $ | 26,099   |  | 3  | %
|Consulting and support services     |  |      | 3,270  |      |   | 2,649    |  | 23 | %
|                                    |  |      |        |      |   |          |  |    |  
|                                    |  | $    | 30,256 |      | $ | 28,748   |  | 5  | %



Subscription Services. Revenue from
subscription services increased $821,000 for the three months ended June 30, 2004 as compared to the same period in fiscal 2003. Revenue from subscription services increased $887,000 for the nine months ended June 30, 2004 as compared to the same
period in fiscal 2003. The increase in subscription services revenue, as listed in descending order of impact, was mainly attributable to increases in our WebEffective Intelligence Platform Services due to our recent acquisition of NetRaker in April
2004, Transaction Perspective, Wireless Perspective, Enterprise Solutions, Streaming Perspective, Network Perspective due to our acquisition of MatrixNet in December 2003, and Red Alert, offset by a decrease in our Website Perspective. At the end of
June 30, 2004, we measured for revenue 7,822 page measurements or URLs, and 7,641 internet-connected devices. At the end of June 30, 2003, we measured for revenue 7,206 URLs and 7,565 internet-connected devices.



Consulting and Support Services. Revenue from consulting and support services increased
$461,000 for the three months ended June 30, 2004 as compared to the same period in fiscal 2003. Revenue from consulting and support services increased $621,000 for the nine months ended June 30, 2004 as compared to the same period in fiscal
2003. The increase in consulting and support services revenue, as listed in descending order of impact, was primarily due to increased contribution from our Enterprise Solutions and LoadPro services as well as our WebEffective Intelligence Platform
Services due to our recent acquisition of NetRaker in April 2004. Because our consulting and support services are provided on a per engagement basis, revenue depends on the number of engagements and the size of such engagements. As a result,
consulting and support services revenue are less predictable than subscription services revenue and may vary from period to period.



16



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##### Table of Contents

Expenses:



Costs of Subscription and Consulting and Support Services



|                                         |  |                |       |      |   |          |  |     |   
|---------------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | --- | --
|                                         |  | 2004           |       | 2003 |   | % Change | 
|                                         |  | (In thousands) |       |      |  
|For the three months ended June 30:      |  |                |       |      |   |          |  |     |   
|Costs of subscription services           |  | $              | 1,251 |      | $ | 1,873    |  | (33 | )%
|Costs of consulting and support services |  | $              | 1,069 |      | $ | 1,047    |  | 2   | % 
|                                         |  |                |      
|                                         |  | 2004           |       | 2003 |   | % Change | 
|                                         |  | (In thousands) |       |      |  
|For the nine months ended June 30:       |  |                |       |      |   |          |  |     |   
|Costs of subscription services           |  | $              | 4,055 |      | $ | 6,618    |  | (39 | )%
|Costs of consulting and support services |  | $              | 2,763 |      | $ | 2,917    |  | (5  | )%



Costs of Subscription Services. Costs
of subscription services decreased $622,000 for the three months ended June 30, 2004 as compared to the same period in fiscal 2003 and represented 13% and 22% of subscription services revenue for the three months ended June 30, 2004 and 2003,
respectively. Costs of subscription services decreased approximately $2.6 million for the nine months ended June 30, 2004 as compared to the same period in fiscal 2003 and represented 15% and 25% of subscription services revenue for the nine months
ended June 30, 2004 and 2003, respectively. The decreases were primarily due to reduced costs for bandwidth and a decrease in depreciation expenses as capital equipment became fully depreciated, and, to a lesser extent, hardware and software
maintenance expenses.



Costs of Consulting and Support Services. Costs of
consulting and support services increased $22,000 for the three months ended June 30, 2004 as compared to the corresponding period in fiscal 2003, and represented 89% and 141% of consulting and support services revenue for the three months ended
June 30, 2004 and 2003, respectively. Costs of consulting and support services decreased $154,000 for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003, and represented 84% and 110% of consulting and support
services revenue for the nine months ended June 30, 2004 and 2003, respectively. The increase in costs of consulting and support services for the three months ended June 30, 2004 as compared to the corresponding period in fiscal 2003 was primarily
due to additional personnel costs associated with the acquisition of NetRaker in April 2004. The decrease in costs of consulting and support services for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003 was
primarily attributable to reduced costs for bandwidth expenses and lower personnel costs.



We expect that total costs of subscription and consulting and support services in absolute dollars for the fourth quarter of fiscal 2004 will increase compared to the third quarter of fiscal 2004 primarily due to our
acquisition of Hudson Williams in July 2004.



Research
and Development



|                                    |  |                |       |      |   |          |  |     |   
|----------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | --- | --
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the three months ended June 30: |  |                |       |      |   |          |  |     |   
|Research and development            |  | $              | 1,829 |      | $ | 1,744    |  | 5   | % 
|                                    |  |                |      
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the nine months ended June 30:  |  |                |       |      |   |          |  |     |   
|Research and development            |  | $              | 5,087 |      | $ | 5,979    |  | (15 | )%



Research and development expenses
consist primarily of compensation and related costs for research and development personnel. Research and development expenses increased $85,000 for the three months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. The
increase in research and development expenses was mainly attributable to additional personnel costs as a result of our acquisition of NetRaker in April 2004. Research and development expenses decreased $892,000 for the nine months ended June 30,
2004 as compared to the corresponding period in fiscal 2003. The decrease was primarily attributable to lower costs resulting from a reduced number of research and development personnel and reduced salaries, offset, in part, by additional personnel
costs related to acquisitions. To date, all research and development expenses have been expensed as incurred. We believe that research and development expenses in absolute dollars for the fourth quarter of fiscal 2004 will remain comparable to the
third quarter of fiscal 2004.



Sales and Marketing



|                                    |  |                |       |      |   |          |  |     |   
|----------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | --- | --
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the three months ended June 30: |  |                |       |      |   |          |  |     |   
|Sales and marketing                 |  | $              | 2,636 |      | $ | 3,083    |  | (14 | )%
|                                    |  |                |      
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the nine months ended June 30:  |  |                |       |      |   |          |  |     |   
|Sales and marketing                 |  | $              | 7,623 |      | $ | 11,561   |  | (34 | )%



17



---

##### Table of Contents

Sales and marketing expenses consist primarily of salaries, commissions and bonuses earned by sales and marketing
personnel, lead-referral fees, marketing programs and travel expenses. Our sales and marketing expenses decreased $447,000 for the three months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. Our sales and marketing
expenses decreased approximately $3.9 million for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. The decrease for the three and nine months ended June 30, 2004 as compared to the corresponding periods in
fiscal 2003 primarily resulted from reductions in sales and marketing personnel made in fiscal 2003, and, to a lesser extent, from lower compensation expenses and reduced spending on certain marketing programs. We believe that sales and marketing
expenses in absolute dollars for the fourth quarter of fiscal 2004 will increase compared to the third quarter of fiscal 2004 due to increased personnel costs.



Operations



|                                    |  |                |       |      |   |          |  |     |   
|----------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | --- | --
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the three months ended June 30: |  |                |       |      |   |          |  |     |   
|Operations                          |  | $              | 1,196 |      | $ | 1,651    |  | (28 | )%
|                                    |  |                |      
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the nine months ended June 30:  |  |                |       |      |   |          |  |     |   
|Operations                          |  | $              | 3,685 |      | $ | 5,057    |  | (27 | )%



Operations expenses consist primarily
of compensation and related costs for management and technical support personnel who manage and maintain our field measurement and collection infrastructure and headquarters data center, and provide basic customer support 24 hours per day, 7 days a
week. Our operations personnel also work closely with other departments to assure the reliability of our services and to support our sales and marketing activities. Our operations expenses decreased $455,000 for the three months ended June 30, 2004
as compared to the corresponding period in fiscal 2003. Our operations expenses decreased approximately $1.4 million for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. The decrease in operations expenses
was primarily the result of lower personnel costs from a reduced number of operations personnel, and, to a lesser extent, to reduced compensation for operations personnel. Additionally, the decrease was attributable to the costs associated with our
temporary generator that has now been replaced with our permanent generator, which was completed in mid 2003. We anticipate that operations expenses in absolute dollars for the fourth quarter of fiscal 2004 will increase compared to the third
quarter of fiscal 2004 due to additional customer service personnel.



General and Administrative



|                                    |  |                |       |      |   |          |  |     |   
|----------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | --- | --
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the three months ended June 30: |  |                |       |      |   |          |  |     |   
|General and administrative          |  | $              | 1,206 |      | $ | 1,602    |  | (25 | )%
|                                    |  |                |      
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the nine months ended June 30:  |  |                |       |      |   |          |  |     |   
|General and administrative          |  | $              | 3,591 |      | $ | 4,718    |  | (24 | )%



General and administrative expenses
consist primarily of salaries and related expenses, accounting, legal and administrative expenses, insurance, professional service fees and other general corporate expenses. General and administrative expenses decreased $396,000 for the three months
ended June 30, 2004 as compared to the same period in fiscal 2003. General and administrative expenses decreased approximately $1.1 million for the nine months ended June 30, 2004 as compared to the same period in fiscal 2003. The decrease in our
general and administrative expenses was primarily attributable to a reduced number of general and administrative personnel and reduced compensation for general and administrative personnel. We anticipate that general and administrative expenses in
absolute dollars for the fourth quarter of fiscal 2004 will remain comparable to the third quarter of fiscal 2004.



Excess Occupancy Costs



|                                    |  |                |     |      |   |          |  |     |   
|----------------------------------- |  | -------------- | --- | ---- | - | -------- |  | --- | --
|                                    |  | 2004           |     | 2003 |   | % Change | 
|                                    |  | (In thousands) |     |      |  
|For the three months ended June 30: |  |                |     |      |   |          |  |     |   
|Excess occupancy costs              |  | $              | 164 |      | $ | 284      |  | (42 | )%
|                                    |  |                |    
|                                    |  | 2004           |     | 2003 |   | % Change | 
|                                    |  | (In thousands) |     |      |  
|For the nine months ended June 30:  |  |                |     |      |   |          |  |     |   
|Excess occupancy costs              |  | $              | 684 |      | $ | 862      |  | (21 | )%



18



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##### Table of Contents

Excess occupancy costs are fixed expenses associated with the unoccupied portion of our headquarters building, acquired
in September 2002, such as property taxes, insurance, and depreciation. The costs are based on the actual unoccupied square footage, which were 70% and 60% of the total rentable square footage of the headquarters building for the three months
ended June 30, 2004 and 2003, respectively. We anticipate that excess occupancy costs in absolute dollars for the fourth quarter of fiscal 2004 will increase slightly compared to the third quarter of fiscal 2004 since the excess occupancy costs for
the third quarter of fiscal 2004 included a one-time property tax refund of approximately $44,000



Amortization of Identifiable Intangible Assets and Stock-Based Compensation



|                                                                            |  |                |       |      |   |          |  |    |   
|--------------------------------------------------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | -- | --
|                                                                            |  | 2004           |       | 2003 |   | % Change | 
|                                                                            |  | (In thousands) |       |      |  
|For the three months ended June 30:                                         |  |                |       |      |   |          |  |    |   
|Amortization of identifiable intangible assets                              |  | $              | 420   |      | $ | 410      |  | 2  | % 
|Amortization of stock-based compensation                                    |  |                |      |      |   | 3        |  |   |   
|                                                                            |  |                |       |      |   |          |  |    |   
|Amortization of identifiable intangible assets and stock-based compensation |  | $              | 420   |      | $ | 413      |  | 2  | % 
|                                                                            |  |                |       |      |   |          |  |    |   
|                                                                            |  |                |      
|                                                                            |  | 2004           |       | 2003 |   | % Change | 
|                                                                            |  | (In thousands) |       |      |  
|For the nine months ended June 30:                                          |  |                |       |      |   |          |  |    |   
|Amortization of identifiable intangible assets                              |  | $              | 1,154 |      | $ | 1,210    |  | (5 | )%
|Amortization of stock-based compensation                                    |  |                |      |      |   | 30       |  |   |   
|                                                                            |  |                |       |      |   |          |  |    |   
|Amortization of identifiable intangible assets and stock-based compensation |  | $              | 1,154 |      | $ | 1,240    |  | (7 | )%
|                                                                            |  |                |       |      |   |          |  |    |   



As of June 30, 2004 and 2003, we had
identifiable intangible assets with a gross carrying value of approximately $12.7 million and $11.7 million, respectively. For the three months ended June 30, 2004 and 2003, we recorded expenses of $420,000 and $410,000, respectively, for
amortization related to these identifiable intangible assets. For the nine months ended June 30, 2004 and 2003, we recorded expenses of approximately $1.2 million for each respective period for amortization related to these identifiable intangible
assets. As of June 30, 2004 and 2003, the net carrying value of identifiable intangible assets was approximately $1.8 million and $2.2 million, respectively.



We review our identifiable intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of these assets may
not be recoverable.



We expect the amortization of intangible assets to be
approximately $369,000 for the fourth quarter of fiscal 2004, excluding the amortization related to our recent Hudson Williams acquisition and assuming no additional acquisitions, changes in preliminary purchase price allocations or impairment
charges. We expect the remaining carrying value of the identifiable intangible assets as of June 30, 2004, as listed in the table below, will be fully amortized by March 2007 (in thousands).



|                                    |  |                  |       |                |   |       |  |   |      
|----------------------------------- |  | ---------------- | ----- | -------------- | - | ----- |  | - | -----
|                                    |  | Technology Based |       | Customer Based |   | Total
|Net carrying value at June 30, 2004 |  | $                | 1,540 |                | $ | 247   |  | $ | 1,787
|                                    |  |                  |       |                |   |       |  |   |      



Certain options granted prior to June
30, 1999, were considered to be compensatory, as the estimated fair value for accounting purposes was greater than the stock price as determined by the board of directors on the date of grant. We did not record any amortization of deferred
compensation expense for the three and nine months ended June 30, 2004, since deferred compensation was fully amortized at September 30, 2003. We recorded amortization of deferred compensation expenses of $3,000 for the three months ended June 30,
2003 and $30,000 for the nine months ended June 30, 2003.



Interest Income and Other, Net



|                                    |  |                |       |      |   |          |  |     |   
|----------------------------------- |  | -------------- | ----- | ---- | - | -------- |  | --- | --
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the three months ended June 30: |  |                |       |      |   |          |  |     |   
|Interest income and other, net      |  | $              | 681   |      | $ | 1,002    |  | (32 | )%
|                                    |  |                |      
|                                    |  | 2004           |       | 2003 |   | % Change | 
|                                    |  | (In thousands) |       |      |  
|For the nine months ended June 30:  |  |                |       |      |   |          |  |     |   
|Interest income and other, net      |  | $              | 2,006 |      | $ | 4,827    |  | (58 | )%



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Interest income and other, net, decreased $321,000 for the three months ended June 30, 2004 as compared to the
corresponding period in fiscal 2003. Interest income and other, net, decreased approximately $2.8 million for the nine months ended June 30, 2004 as compared to the corresponding period in fiscal 2003. The decrease in interest income and other, net,
was primarily attributable to a lower level of invested cash due to the use of approximately $79.2 million of cash to repurchase our common stock primarily in our two issuer tender offers in November 2002 and May 2003, the use of approximately $3.7
million of cash for our acquisitions of MatrixNet and NetRaker in December 2003 and April 2004, and lower average interest rates. Substantially all of the interest income represents interest earned from our cash, cash equivalents, and short-term
investments. We expect that interest income and other, net, for the fourth quarter of fiscal 2004 will be approximately $700,000, absent any additional transactions, and assuming no material changes in interest rates



Provision for Income Taxes



|                                    |  |                |     |      |   |          |  |     |  
|----------------------------------- |  | -------------- | --- | ---- | - | -------- |  | --- | -
|                                    |  | 2004           |     | 2003 |   | % Change | 
|                                    |  | (In thousands) |     |      |  
|For the three months ended June 30: |  |                |     |      |   |          |  |     |  
|Provision for income taxes          |  | $              | 130 |      | $ |         |  | 100 | %



|                                   |  |                |     |      |   |          |  |     |  
|---------------------------------- |  | -------------- | --- | ---- | - | -------- |  | --- | -
|                                   |  | 2004           |     | 2003 |   | % Change | 
|                                   |  | (In thousands) |     |      |  
|For the nine months ended June 30: |  |                |     |      |   |          |  |     |  
|Provision for income taxes         |  | $              | 290 |      | $ |         |  | 100 | %



Provision for income taxes was
$130,000 for the three months ended June 30, 2004, attributable to alternative minimum tax and state tax associated with the net income generated during the three months ended June 30, 2004. Provision for income taxes was $290,000 for the nine
months ended June 30, 2004, attributable to alternative minimum tax and state tax associated with the net income generated during the nine months ended June 30, 2004. No provision for federal and state income taxes was recorded for the three and
nine months ended June 30, 2003, due to our operating losses, operating loss carryforwards, and tax credits. The expected effective rate for the year ended September 30, 2004 is 8%.



Liquidity and Capital Resources



|                                                  |  |                    |         |   |                        |   |         |          |  |      |   
|------------------------------------------------- |  | ------------------ | ------- | - | ---------------------- | - | ------- | -------- |  | ---- | --
|                                                  |  | As of June 30,2004 |         |   | As ofSeptember 30,2003 |   |         | % Change | 
|                                                  |  | (In thousands)     |         |   |                        |  
|Cash, cash equivalents and short-term investments |  | $                  | 169,420 |   |                        | $ | 160,214 |          |  | 6    | % 
|                                                  |  |                    |        
|                                                  |  | 2004               |         |   | 2003                   |   |         | % Change | 
|                                                  |  | (In thousands)     |         |   |                        |  
|For the nine months ended June 30:                |  |                    |         |   |                        |   |         |          |  |      |   
|Cash provided by operating activities             |  | $                  | 12,147  |   |                        | $ | 3,876   |          |  | 213  | % 
|Cash provided by (used in) investing activities   |  | $                  | (22,889 | ) |                        | $ | 66,291  |          |  | (135 | )%
|Cash provided by (used in) financing activities   |  | $                  | 6,204   |   |                        | $ | (76,282 | )        |  | 108  | % 



Cash, cash
equivalents and short-term investments



At June 30, 2004, we had
approximately $18.7 million in cash and cash equivalents and approximately $150.7 million in short-term investments, for a total of approximately $169.4 million. Cash and cash equivalents consist of highly liquid investments held at major banks,
commercial paper, United States government agency discount notes, money market mutual funds and other money market securities with original maturities of three months or less. Short-term investments consist of investment-grade corporate and
government debt securities and issuances with Moodys ratings of A2 or better. The increase in cash, cash equivalents and short-term investments for the nine months ended June 30, 2004 was primarily due to approximately $12.1 million from cash
flow from operating activities, and approximately $6.2 million from cash flow from financing activities. The largest uses of cash from investing activities during the nine months ended June 2004 were the net purchases of short-term investments for
$17.5 million and $3.7 million for the purchases of MatrixNet in December 2003 and NetRaker in April 2004.



The timeliness in the collection of accounts receivable impacts the amount of cash, cash equivalents and short-term investments. Days sales outstanding, which is calculated by dividing period end accounts receivable
by average daily sales for the quarter, was 39 days and 41 days for the three months ended June 30, 2004 and September 30, 2003, respectively.



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Cash provided by operating activities



For the nine months ended June 30, 2004, net cash provided by operating activities was
approximately $12.1 million which was mainly due to net income, excluding all non-cash amortization and depreciation charges, an increase in deferred revenue of $1.3 million, a decrease of prepaids and other assets of $466,000 and an increase of
accounts payable and accrued liabilities of $431,000, partially offset by an increase in accounts receivable of $116,000. The increase in deferred revenue was mainly attributable to an increase in the value of prepaid invoices and deferred revenue
from the NetRaker acquisition in April 2004. Net accounts receivable increased primarily due to the increase in revenue for the first nine months of fiscal 2004 as compared to the corresponding period in 2003. The decrease in prepaids and other
assets was mainly attributable to normal monthly amortization, as well as lower spending and renegotiation of maintenance and support contracts at lower rates. The increase in accounts payable and accrued liabilities was mainly attributable to
increase in tax provision for the nine months ended June 30, 2004 and increase in personnel costs such as vacation accrual and ESPP contributions from September 30, 2003.



Cash used in investing activities



For the nine months ended June 30, 2004, net cash used in our investing activities was approximately $22.9 million. We utilized a net amount
of approximately $17.5 million for the net purchase of short-term investments. We utilized approximately $3.7 million for the acquisitions of the business of the MatrixNet, in December 2003 and NetRaker in April 2004. We utilized approximately $1.7
million to purchase property and equipment, primarily for our production infrastructure, information systems, and tenant improvements associated with space that we have rented in our headquarters building.



Cash provided by financing activities



For the nine months ended June 30, 2004, net cash provided by our financing activities was
approximately $6.2 million. We received approximately $6.2 million from the issuance of common stock, associated with our employee stock option plan and employee stock purchase plan. We utilized $65,000 to repay a line of credit that was assumed as
a result of our recent acquisition of NetRaker. Our board of directors has approved a program to repurchase shares of our common stock, and pursuant to the stock repurchase program, a total of 10.4 million shares were repurchased between January
2001 and June 2004 for an aggregate price of approximately $90.1 million. At June 30, 2004, approximately $39.9 million was available to repurchase shares of our common stock pursuant to this stock repurchase program. No repurchases occurred during
the three or nine months ended June 30, 2004.



Commitments



As of June 30, 2004, our principal commitments consisted of $155,000 in
real property operating leases, with various lease terms, the longest of which expires in December 2005. Additionally, we had contingent commitments to 116 bandwidth and collocation providers amounting to $818,000 for 100 locations ranging from one
to twelve months commitments, which commitments become due if we terminate any of these agreements prior to their expiration. At present, we do not intend to terminate any of these agreements prior to their expiration. We expect to continue to
invest in capital and other assets to support our growth. We expect to make additional capital expenditures of approximately $1.5 million related to our operations and headquarters building for the fourth quarter of fiscal 2004, absent any other
acquisitions or extraordinary transactions.



The following table summarizes our
minimum contractual obligations and commercial commitments as of June 30, 2004 (in thousands), and the effect we expect them to have on our liquidity and cash flow in future periods:



|                                                 |  |                       |     |                  |   |            |  |            |    |                   |   |   |  |   |  
|------------------------------------------------ |  | --------------------- | --- | ---------------- | - | ---------- |  | ---------- | -- | ----------------- | - | - |  | - | -
|                                                 |  | Payment due by period
|                                                 |  | Total                 |     | Less than 1 year |   | 1 3 years |  | 3 5 years |    | More than 5 years
|Contractual Obligations Leases                   |  | $                     | 155 |                  | $ | 103        |  | $          | 52 |                   | $ |  |  | $ | 
|Commercial Commitments Bandwidth and Collocation |  |                       | 818 |                  |   | 813        |  |            | 5  |                   |   |  |  |   | 
|                                                 |  |                       |     |                  |   |            |  |            |    |                   |   |   |  |   |  
|Total                                            |  | $                     | 973 |                  | $ | 916        |  | $          | 57 |                   | $ |  |  | $ | 
|                                                 |  |                       |     |                  |   |            |  |            |    |                   |   |   |  |   |  



On July 2, 2004, we acquired Hudson
Williams for an initial cash payment of approximately $1.6 million plus a cash payment of $300,000 as a preliminary payment for the Hudson Williams estimated net assets as of the closing date. The finalization of this payment will be made by August
29, 2004 based on the final calculation of the Hudson Williams net assets as of the closing date, currently estimated to be up to approximately $400,000.



We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the
next 12 months. Factors that could affect our cash position include potential acquisitions, additional stock repurchases, decreases in customers or renewals, or changes in the value of our short-term investments. If, after some period of time, cash
generated from operations is insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities or to obtain a credit facility. If additional funds are raised through the issuance of debt securities, these
securities could have rights, preferences and privileges senior to holders of common stock, and the term of this debt could impose restrictions on our operations. The sale of additional equity or convertible debt securities could result in dilution
to our stockholders, and we may not be able to obtain additional financing on acceptable terms, if at all. If we are unable to obtain this additional financing, our business may be harmed.



Off Balance Sheet Arrangements



We do not have any off balance sheet arrangements.



Critical Accounting Policies and Judgments



Our consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information
available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the
reported amounts of revenue and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The significant
accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:



| |  | Revenue Recognition
| | - | -------------------



| |  | Allowance for Doubtful Accounts Receivable
| | - | ------------------------------------------



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| |  | Impairment Assessments of Goodwill and Identifiable Intangibles
| | - | ---------------------------------------------------------------



| |  | Valuation of Long-Lived Assets
| | - | ------------------------------



| |  | Accounting for Income Taxes
| | - | ---------------------------



Our critical accounting policies and judgments are of both a routine and non-routine nature. The recurring policies relate to revenue recognition, the allowance for doubtful accounts receivable, and goodwill
impairments. The non-routine policy relates to the valuation of our long-lived assets.



Revenue Recognition



Revenue consists
of subscription services revenue and consulting and support services revenue. Subscription services revenue consists of fees from subscriptions to our web performance measurement and management services. Subscription services revenue is generally
deferred upon invoicing and is recognized ratably over the service period, commencing on the day service is provided, generally ranging from one to twelve months. For some customers, subscription services revenue is invoiced monthly upon completion
of the services. All unearned revenue is recorded as deferred revenue on the balance sheet. We do not generally grant refunds. All discounts granted reduce revenue. Revenue is not recognized for free trial periods. Consulting and support services
revenue, which consists of fees generated by our consulting and supports services and our load testing services, is recognized as the services are performed, typically over a period of one to three months. For consulting projects that span more than
one month, we recognize revenue as milestones or deliverables are completed.



Allowance for Doubtful Accounts Receivable



Our accounting policy for our allowance for doubtful accounts is determined based on historical trends, experience and current market and industry conditions. We regularly review the adequacy of our accounts receivable allowance after
considering the age of each invoice of the accounts receivable aging, each customers expected ability to pay and our collection history with each customer. We review invoices greater than 60 days past due to determine whether an allowance is
appropriate based on the receivable balance. In addition, we maintain a reserve for all other invoices, which is calculated by applying a percentage, based on historical collection trends, to the outstanding accounts receivable balance. The
allowance for doubtful accounts represents managements best estimate, but changes in circumstances, in the future, relating to accounts receivable may result in a requirement for additional allowances in the future or reductions in allowances
due to future recoveries or trends. Accounts receivable is recorded net of an allowance for doubtful accounts receivable of $886,000, or 16% of total account receivable, and approximately $1.0 million, or 19% of total accounts receivable, as of June
30, 2004 and September 30, 2003, respectively.



Impairment
Assessments of Goodwill and Identifiable Intangibles



Our methodology for
allocating the purchase price relating to acquisitions is generally determined based on valuations performed by an independent third party. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to
identifiable assets acquired less liabilities assumed. For the NetRaker acquisition, management has made a preliminary purchase price allocation to intangible assets and expects to complete an independent valuation in the fourth quarter of fiscal
2004.



We perform goodwill impairment tests on an annual basis in the fourth
quarter and between annual tests in certain circumstances for our single reporting unit. The goodwill recorded on our consolidated balance sheet as of June 30, 2004 was approximately $4.6 million, as compared to $195,000 as of September 30, 2003.



Valuation of Long Lived Assets



We evaluate the recoverability of fixed assets and identifiable intangible assets other than
goodwill whenever events or changes in circumstances indicate the carrying amount of any such asset group may not be fully recoverable. Changes in circumstances include economic conditions or operating performance. Our evaluation is based upon
assumptions about the estimated future undiscounted net cash flows from such asset groups. Management continually applies its best judgment when performing these evaluations to determine the timing of the testing, the undiscounted net cash flows
used to assess recoverability and the fair value of the asset group. If future events or circumstances indicate that an impairment assessment is required and an asset group is determined to be impaired, our financial results could be materially and
adversely impacted in future periods.



Accounting for Income
Taxes



We are required to estimate our income taxes in each of the
jurisdictions in which we operate. This process involves estimating our actual current tax liabilities, including the impact, if any, of additional taxes resulting from tax examinations together with assessing temporary differences resulting from
differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We must then assess the likelihood that our deferred tax assets will be recovered from future
taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax
provision in the statement of operations.



Significant
management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our net deferred tax assets. At present, our deferred tax assets have been offset by
a full valuation allowance because of our history of losses. If we subsequently determine that some or all deferred tax assets that were previously offset by a valuation allowance are realizable, the result would be a positive adjustment to earnings
in the period such determination is made.



New Accounting Pronouncement



In March 2004, the Emerging Issues Task Force reached consensus on Issue
No. 03-01 (EITF 03-01), The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. EITF 03-01 requires that certain quantitative and qualitative disclosures should be required for debt and
marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities and SFAS No. 124, Accounting for Certain Investments Held by
Not-for-Profit Organizations that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. We are currently evaluating the impact of EITF 03-01 on our financial position and results of
operations.



In December 2003, the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, which supersedes SAB No. 101, Revenue Recognition in Financial Statements. The primary purpose of SAB No. 104 is to rescind
accounting guidance contained in SAB No. 101 related to multiple element revenue arrangements, superseded as a result of the issuance of EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. Additionally, SAB No. 104
rescinds the SECs Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB No. 104 that had been codified in SEC Topic 13, Revenue Recognition. Selected
portion of the FAQ have been incorporated into SAB No. 104. While the wording of SAB No. 104 has changed to reflect the issuance of EITF Issue No. 00-21, the revenue recognition principles of SAB No. 101 remain largely unchanged by the issuance of
SAB No. 104. The adoption of SAB No. 104 did not have a material impact on our reported results.



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Factors That May Impact Future Operating Results



We have introduced new products and services, and we have an unproven business model, which makes it difficult to evaluate our current
business and future prospects.



We have recently introduced many new
products, including:



| |  | In April 2004, we introduced WebEffective Intelligence Platform, an integration of our existing WebEffective services with NetRakers services as a result of our acquisition of
NetRaker in April 2004, and our Travel and Hospitality Web Transaction Performance Index which measures the transaction performance of over 25 leading airline, hotel and online travel agency web sites.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In May 2004, we broadened our Keynote Application Perspective platform by doubling the number of worldwide geographical locations from which customers can measure transaction
performance and introduced a version of Application Perspective that offers deep integration with HP OpenView,
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In June 2004, we launched WebIntegrity 3.0, a new version of our hosted service that enables enterprises to proactively monitor their Web sites to ensure compliance with privacy,
security and corporate standards and introduced The Keynote News Media Web Transaction Index, which measures the transaction speed and reliability of 19 leading news media web sites.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The long-term revenue and income potential of our current business and services and the
related markets are unproven. In addition, because some of our products and services are new and because the market for web performance management services is evolving, we have limited insight into trends that may emerge and affect our business.



We have incurred and may in the future continue to incur losses, and we may
not sustain profitability.



Although we have recently been profitable, we
have experienced operating losses in each annual period since inception and in each quarterly period since inception through the third quarter of fiscal 2003. We may not be able to sustain operating profitability in the future. We incurred net
losses of approximately $1.3 million for the three months ended June 30, 2003, and as of June 30, 2004, we had an accumulated deficit of $138.7 million. In addition, we are required under generally accepted accounting principles to review our
goodwill and identifiable intangible assets for impairment when events or circumstances indicate that the carrying value may not be recoverable. As of June 30, 2004, we had approximately $1.8 million of net identifiable intangible assets and
approximately $4.6 million of goodwill. If we complete additional acquisitions in the future, we may have additional goodwill and/or identifiable intangibles and, accordingly, may incur expenses in connection with a write-down of goodwill and
identifiable intangible assets due to changes in market conditions as we did in the quarter ended June 30, 2001 when we recorded an impairment charge for goodwill and identifiable intangible assets of $30.5 million in connection with our
acquisitions of Velogic and Digital Content. In addition, in fiscal 2002, we recorded a charge of approximately $3.2 million as a cumulative effect of a change in accounting principle for the write-off of all the remaining goodwill associated with
our acquisitions made prior to September 30, 2002. We believe that our operating expenses could increase as they have in certain past periods. As a result, we will need to increase our revenue to sustain profitability. We may not sustain a
sequential quarterly increase in revenue and may never be able to regain our historic revenue growth rates.



The success of our business depends on customers renewing their subscriptions for our services and purchasing additional services.



To maintain and grow our revenue, we must achieve and maintain high customer renewal rates for our services. Our customers have no
obligation to renew our services and therefore, they could cease using our services at any time. In addition, our customers may renew for fewer services or at lower prices. Further, our customers may reduce their use of our services during the term
of their subscription. We cannot project the level of renewal rates or the prices at which the customer renews their subscription. Our customer renewal rates and renewal prices may decline as a result of a number of factors, including consolidations
in the Internet industry or if a significant number of our customers cease operations.



Further, we depend on sales to new customers and sales of additional services to our existing customers. Renewals by existing customers or purchases of our services by new customers may be limited as companies limit or reduce their
technology spending in response to uncertain economic conditions. We have experienced, and may in the future experience, cancellations, non-renewals and/or reduction in service. If we experience reduced renewal rates or if customers renew for a
lesser amount of our services, or if customers, at any time, reduce the amount of services they purchase from us, our revenue could continue to decline unless we are able to obtain additional customers or sources of revenue, sufficient to replace
lost revenue. Continued reductions and/or cancellations could also result in our inability to collect amounts due.



Our quarterly financial results are subject to significant fluctuations, and if our future results are below the expectations of investors, the price of our common
stock may decline.



Results of operations could vary significantly from
quarter to quarter. If revenue falls below our expectations, we may not be able to reduce our spending rapidly in response to the shortfall. Other factors that could affect our quarterly operating results include those described below and elsewhere
in this report:



| |  | the rate of new and renewed subscriptions to our services;
| | - | ----------------------------------------------------------



| |  | the amount and timing of any reductions by our customers in their usage of our services;
| | - | ----------------------------------------------------------------------------------------



| |  | our ability to increase the number of web sites we measure and the scope of services we offer for our existing customers in a particular quarter;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to attract new customers in a quarter, particularly larger customers;
| | - | ---------------------------------------------------------------------------------



| |  | our ability to successfully introduce new products and services to offset any reductions in revenue;
| | - | ----------------------------------------------------------------------------------------------------



| |  | the timing and amount of consulting and support services revenue, which is difficult to predict because this is dependent on the number of consulting and support services
engagements in any given period, the size of these engagements, and our ability to continue our existing engagements and secure new engagements from customers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | the timing and amount of operating costs and capital expenditures relating to expansion or contraction of our domestic and international operations infrastructure;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the timing and amount, if any, of impairment charges related to potential write-down of acquired assets in acquisitions; and
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | the timing and amount, if any, of restructuring costs if we are required to further restructure our operations.
| | - | ---------------------------------------------------------------------------------------------------------------



Due to these and other factors, we believe that period-to-period comparisons of our results
of operations are not meaningful and should not be relied upon as indicators of our future performance. It is possible that in some future periods, our results of operations may be below the expectations of public-market analysts and investors. If
this occurs, the price of our common stock may decline.



If we are required
by law or elect to account for stock options under our stock option plans as a compensation expense, our results of operations would be materially affected.



We expect that we will be required to record compensation expense in connection with option grants in accordance with SFAS 123 that have an
exercise price at or below fair market value. It is possible that future laws, regulations or accounting standards will require us to treat all stock options as a compensation expense or we may voluntarily elect to do so. If there is any such change
in accounting regulations or standards or if we elect to account for options in this way, this could result in our reporting increased operating expenses, which would decrease any reported net income or increase any reported net loss. Note 2 of our
condensed consolidated financial statements shows the impact that such a change in accounting treatment would have had on our net income (loss) and net income (loss) per share if it had been in effect during the reporting periods shown and if the
compensation expense were calculated as described in Note 2.



Our operating
results could be harmed if sales of our web performance measurement services decline.



Sales of our web performance measurement services, primarily our Web Site Perspective-Business Edition services, and, to a lesser degree, our Transaction Perspective services, have generated a majority of our total
revenue in the past. Therefore, the success of our business currently depends, and for the immediate future will continue to substantially depend, on sales and renewals of our benchmarking services. Revenues from our measurement services have been
declining from historic levels. If these revenue continues to decline, our operating results could suffer.



Improvements to the infrastructure of the Internet could reduce or eliminate demand for our Internet performance measurement services.



The demand for our Internet performance measurement services could be reduced or eliminated if future improvements to the infrastructure of
the Internet lead companies to conclude that the measurement and evaluation of the performance of their web sites is no longer important to their business. Because the inherent complexity of the Internet currently causes significant quality of
service problems for e-business companies, the vendors and operators that supply and manage the underlying infrastructure are continuously seeking to improve the speed, availability, reliability and consistency of the Internet. If these vendors and
operators succeed in significantly improving the performance of the Internet, which would result in corresponding improvements in the performance of companies web sites, demand for our services would likely decline which would harm our
operating results.



The inability of our services to perform properly could
result in loss of or delay in revenue, injury to our reputation or other harm to our business.



We offer complex services, which may not perform at the level our customers expect. We have, in the past, occasionally given credits to customers as a result of past problems with our service. Despite our testing, our
existing or future services may not perform as expected due to unforeseen problems, which could result in loss of or delay in revenue, loss of market share, failure to achieve market acceptance, diversion of development resources, injury to our
reputation, increased insurance costs or increased service costs. In addition, we have acquired, rather than developed internally, some of our services in connection with our acquisitions of companies and businesses. These services may not perform
at the level we or our customers expect.



These problems could also result in
tort or warranty claims. Although we attempt to reduce the risk of losses resulting from any claims through warranty disclaimers and liability-limitation clauses in our customer agreements, these contractual provisions may not be enforceable in
every instance. Furthermore, although we maintain errors and omissions insurance, this insurance coverage may not adequately cover us for claims. If a court refused to enforce the liability-limiting provisions of our contracts for any reason, or if
liabilities arose that were not contractually limited or adequately covered by insurance, we could be required to pay damages.



If we do not continually improve our services in response to technological changes, including changes to the Internet, we may encounter difficulties retaining existing
customers and attracting new customers.



The ongoing evolution of the
Internet requires us to continually improve the functionality, features and reliability of our web performance management services, particularly in response to offerings of our competitors. If we do not succeed in developing and marketing new
services that respond to competitive and technological developments and changing customer needs, we may encounter difficulties retaining existing customers and attracting new customers. We must also introduce any new services as quickly as possible.
The success of new services depends on several factors, including proper definition of the scope of the new services and timely completion, introduction and market acceptance of our new services. If new Internet, networking or telecommunication
technologies or standards are widely adopted or if other technological changes occur, we may need to expend significant resources to adapt our services to these developments.



We face competition that could make it difficult for us to acquire and retain customers.



The market for web performance measurement and management services is rapidly evolving. Our
competitors vary in size and in the scope and breadth of the products and services that they offer. We face competition from companies that offer software and services with features similar to our services such as Mercury Interactive, Gomez
Advisors, Segue Software, WatchFire and a variety of small companies that offer a combination of testing, market research capabilities and data. While we believe these services are not as comprehensive as ours, customers could still choose to use
these services or these companies could enhance their services to offer all of the features we offer. As we expand the scope of our products and services, we expect to encounter many additional market-specific competitors.



We could also face competition from other companies, which currently do not offer services
similar to our services, but offer software or services related to web performance benchmarking, testing, and application performance management, such as WebCriteria, a division of Coremetrics, Inc. and INS INSoft Division, a unit of Lucent
Technologies, and free services that measure web site availability. In addition, companies that sell systems management software, such as BMC Software, CompuWare, CA-Unicenter, HP-Openview, Quest Software, NetIQ, Veritas Precise Software, and
IBMs Tivoli Unit, with some of whom we have strategic relationships, could choose to offer services similar to ours.



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In the future, we intend to expand our service offerings and continue to measure and manage the performance of emerging
technologies such as Internet telephony, wireless devices, and wireless fidelity, or WI-FI, networks and, as a result, could face competition from other companies. Some of our existing and future competitors have or may have longer operating
histories, larger customer bases, greater brand recognition in similar businesses, and significantly greater financial, marketing, technical and other resources. In addition, some of our competitors may be able to devote greater resources to
marketing and promotional campaigns, to adopt more aggressive pricing policies, and to devote substantially more resources to technology and systems development.



Increased competition may result in price reductions, increased costs of providing our services and loss of market share, any of which could
seriously harm our business. We may not be able to compete successfully against our current and future competitors.



A limited number of customers account for a significant portion of our revenue, and the loss of a major customer could harm our operating results.



Ten customers accounted for approximately 35% and 32% of our total revenue for the three
months ended June 30, 2004 and 2003, respectively. We cannot be certain that customers that have accounted for significant revenue in past periods, individually or as a group, will renew, will not cancel or will not reduce their services and,
therefore, continue to generate revenue in any future period. In addition, our customers that do not have written contracts may terminate their services at any time with little or no penalty. If we lose a major customer, our revenue could decline.



If we do not complement our direct sales force with relationships with
other companies to help market our web performance management services, we may not be able to grow our business.



To increase sales of services worldwide, we must complement our direct sales force with relationships with companies to help market and sell our services to their
customers. If we are unable to maintain our existing marketing and distribution relationships, or fail to enter into additional relationships, we may have to devote substantially more resources to the direct sale and marketing of our services. We
would also lose anticipated revenue from customer referrals and other co-marketing benefits. In the past, we terminated relationships with three of our international resellers, and we may be required to terminate other reseller relationships in the
future. As a result, we are investing time and resources in evaluating replacements for these resellers and are committing resources to modify our direct sales effort in the United Kingdom and Germany.



Our success depends in part on the ability of these companies to help market and sell our
services. Our existing relationships do not, and any future relationships may not, afford us any exclusive marketing or distribution rights. Therefore, they could reduce their commitment to us at any time in the future. Many of these companies have
multiple relationships and they may not regard us as significant for their business. In addition, these companies generally may terminate their relationships with us, pursue other relationships with our competitors or develop or acquire products or
services that compete with our services. Even if we succeed in entering into these relationships, they may not result in additional customers or revenue.



We must retain qualified personnel in a competitive marketplace, or we may not be able to grow our business.



We may be unable to retain our key employees, namely our management team and experienced
engineers, or to attract, assimilate or retain other highly qualified employees. Although we, and a number of other technology companies, have implemented workforce reductions, there remains substantial competition for highly skilled employees. Our
key employees are not bound by agreements that could prevent them from terminating their employment at any time. If we fail to attract and retain key employees, our business could be harmed.



If the market does not accept our professional services, our results of operations could
be harmed.



Consulting and support services revenue represented
approximately 11% of total revenue for the three months ended June 30, 2004. The cost of consulting and support services has, at times, exceeded our consulting revenue. We will also need to successfully market these services to potential customers
in order to increase consulting revenue. Each consulting engagement typically spans a one- to three-month period, and therefore, it is more difficult for us to predict the amount of consulting and support services revenue recognized in any
particular quarter. There are many experienced firms that offer computer network and Internet-related consulting services. These consulting services providers include consulting companies, such as Accenture, as well as consulting divisions of large
technology companies such as IBM. Because we do not have an established reputation for delivering consulting services, because this area is very competitive, and due to our limited experience in delivering consulting services, we may not succeed in
selling these services.



The success of our business depends on the
continued use of the Internet by business and consumers for e-business and communications.



Because our business is based on providing web performance management services, the Internet must continue to be used as a means of electronic business, or e-business, and communications. In addition, we believe that
the use of the Internet for conducting business transactions could be hindered for a number of reasons, including, but not limited to:



| |  | security concerns including the potential for fraud or theft of stored data and information communicated over the Internet;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| |  | inconsistent quality of service, including well-publicized outages of popular web sites;
| | - | ----------------------------------------------------------------------------------------



| |  | lack of availability of cost-effective, high-speed services;
| | - | ------------------------------------------------------------



| |  | limited numbers of local access points for corporate users;
| | - | -----------------------------------------------------------



| |  | delay in the development of enabling technologies or adoption of new standards;
| | - | -------------------------------------------------------------------------------



| |  | inability to integrate business applications with the Internet;
| | - | ---------------------------------------------------------------



| |  | the need to operate with multiple and frequently incompatible products; and
| | - | ---------------------------------------------------------------------------



| |  | a lack of tools to simplify access to and use of the Internet.
| | - | --------------------------------------------------------------



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Our network infrastructure could be disrupted by a number of different occurrences, which could impair our ability to
serve and retain existing customers or attract new customers.



All data
collected from our measurement computers are stored in and distributed from our operations center, which we maintain at a single location. Therefore, our operations depend upon our ability to maintain and protect our computer systems, most of which
are located at our corporate headquarters in San Mateo, California, which is an area susceptible to earthquakes and possible power outages. Although we completed a generator project to provide our own source of long-term uninterruptible power, if we
experience power outages at our operations center, we might not be able to promptly receive data from our measurement computers and we might not be able to deliver our services to our customers on a timely basis. Although our main operations are
redundant between our San Mateo and Plano, Texas datacenters, there are possible failure modes, such as both centers suffering a catastrophic failure simultaneously, that could lead to service interruptions. Therefore, our operations systems are
vulnerable to damage from break-ins, computer viruses, unauthorized access, vandalism, fire, floods, earthquakes, power loss, telecommunications failures and similar events.



Although we maintain insurance against fires, earthquakes and general business interruptions, the amount of coverage may not be adequate in
any particular case. If our operations center is damaged, this could disrupt our services, which could impair our ability to retain existing customers or attract new customers.



If our computer infrastructure is not functioning properly, we may not be able to deliver our services in a timely or accurate manner. We
have occasionally experienced outages of our service in the past, which have typically lasted no more than a few hours, with the last one of significance occurring in October 2002. These outages have been caused by a variety of factors including
electrical distribution equipment malfunctions, operator error, the failure of a back-up computer to operate when the primary computer ceased functioning and power outages due to our previous facilitys being inadequately equipped to house our
operations center. Any outage for any period of time or loss of customer data could cause us to lose customers.



Individuals who attempt to breach our network security, such as hackers, could, if successful, misappropriate proprietary information or cause interruptions in our
services. Although in the past, we had a breach of our security through what appears to be unauthorized access to certain data belonging to one of our customers, we have not yet experienced any breaches of our network security or sabotage that has
prevented us from serving our customers. We might be required to expend significant capital and resources to protect against, or to alleviate, problems caused by hackers. We may not have a timely remedy against a hacker who is able to breach our
network security. In addition to intentional security breaches, the inadvertent transmission of computer viruses could expose us to litigation or to a material risk of loss.



Our measurement computers are located at sites that we do not own or operate, and it could be difficult for us to maintain or repair them
if they do not function properly.



Our measurement computers are located
at facilities that are not owned by our customers or us. Instead, these computers are installed at locations near various Internet access points worldwide. Although we operate these computers remotely from our San Mateo, California operations
center, we do not own or operate the facilities, and we have little control over how these computers are maintained on a day-to-day basis. We do not have long-term contractual relationships with the companies that operate the facilities where our
measurement computers are located. We may have to find new locations for these computers if we are unable to develop relationships with these companies or if these companies cease their operations as some have done due to bankruptcies or are
acquired. In addition, if our measurement computers cease to function properly, we may not be able to repair or service these computers on a timely basis, as we may not have immediate access to our measurement computers. Our ability to collect data
in a timely manner could be impaired if we are unable to maintain and repair our computers should performance problems arise.



Others might bring infringement claims against us or our suppliers that could harm our business.



In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. We
could become subject to intellectual property infringement claims as the number of our competitors grows and our services overlap with competitive offerings. In addition, we are also subject to other legal proceedings, claims, and litigation arising
in the ordinary course of our business. Any of these claims, even if not meritorious, could be expensive and divert managements attention from operating our company. If we become liable to others for infringement of their intellectual property
rights, we could be required to pay a substantial damage award and to develop noninfringing technology, obtain a license or cease selling the services that contain the infringing intellectual property. We may be unable to develop non-infringing
technology or to obtain a license on commercially reasonable terms, or at all.



Our business will be susceptible to additional risks associated with international operations.



We believe we must expand the sales of our services outside the United States. To date, we have little experience with direct sales outside the United States, and we may
not succeed in these efforts. International sales were approximately 6% of our total revenue for each of the three months ended June 30, 2004 and 2003, respectively. We intend to expand the sales of our services by selling directly to certain
customers and through resellers to other customers. Therefore, we expect to continue to commit our resources to expand our international sales and marketing activities. Conducting international operations subjects us to risks we do not face in the
United States. These include:



| |  | currency exchange rate fluctuations;
| | - | ------------------------------------



| |  | seasonal fluctuations in purchasing patterns;
| | - | ---------------------------------------------



| |  | unexpected changes in regulatory requirements;
| | - | ----------------------------------------------



| |  | maintaining and servicing computer hardware in distant locations;
| | - | -----------------------------------------------------------------



| |  | longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
| | - | ---------------------------------------------------------------------------------------------



| |  | difficulties in managing and staffing international operations;
| | - | ---------------------------------------------------------------



| |  | potentially adverse tax consequences, including restrictions on the repatriation of earnings;
| | - | ---------------------------------------------------------------------------------------------



| |  | the burdens of complying with a wide variety of foreign laws; and
| | - | -----------------------------------------------------------------



| |  | reduced protection for intellectual property rights in some countries.
| | - | ----------------------------------------------------------------------



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The Internet may not be used as widely in other countries and the adoption of e-business may evolve slowly or may not
evolve at all. As a result, we may not be successful in selling our services to customers in markets outside the United States.



We may face difficulties assimilating our acquisitions and may incur costs associated with any future acquisitions.



We have completed several acquisitions, and as a part of our business strategy we may seek
to acquire or invest in additional businesses, products or technologies that we feel could complement or expand our business, augment our market coverage, enhance our technical capabilities or that may otherwise offer growth opportunities. Future
acquisitions could create risks for us, including:



| |  | difficulties in assimilating acquired personnel, operations and technologies;
| | - | -----------------------------------------------------------------------------



| |  | unanticipated costs associated with the acquisition;
| | - | ----------------------------------------------------



| |  | diversion of managements attention from other business concerns;
| | - | -----------------------------------------------------------------



| |  | adverse effects on existing business relationships with resellers of our service and our customers;
| | - | ---------------------------------------------------------------------------------------------------



| |  | difficulties in managing geographically-dispersed businesses;
| | - | -------------------------------------------------------------



| |  | the need to integrate or enhance the systems of an acquired business;
| | - | ---------------------------------------------------------------------



| |  | impairment charges related to potential write-down of acquired assets in acquisitions;
| | - | --------------------------------------------------------------------------------------



| |  | failure to realize any of the anticipated benefits of the acquisition; and
| | - | --------------------------------------------------------------------------



| |  | use of substantial portions of our available cash or dilution in equity if stock is used to consummate the acquisition and/or operate the acquired business.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



Our future operating results could be harmed if we are unable
to lease a major portion of the space in our corporate headquarters building or if the fair value of this property decreases further.



We estimate that we will need to lease the unoccupied portion, or approximately 70%, of our headquarters building in San Mateo, California. We may be unable to lease all
or a part of the available space, and if it is leased, we may not receive sufficiently high rental rates to cover our building operating costs. In addition, we have previously incurred a charge for the write-down of the building, and, if the real
estate market continues to deteriorate, we may incur charges for future write-downs. Any such charge could harm our results of operations.



Compliance with new rules and regulations concerning corporate governance may be costly and could harm our business.



The Sarbanes-Oxley Act, which was signed into law in July 2002, mandates, among other
things, that companies adopt new corporate governance measures and imposes comprehensive reporting and disclosure requirements, sets stricter independence and financial expertise standards for audit committee members and imposes increased civil and
criminal penalties for companies, their chief executive officers and chief financial officers and directors for securities law violations. In addition, The Nasdaq Stock Market, on which our common stock is listed, has also adopted additional
comprehensive rules and regulations relating to corporate governance. These laws, rules and regulations have increased the scope, complexity and cost of our corporate governance, reporting and disclosure practices, which could harm our results of
operations and divert managements attention from business operations. We also expect these developments to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept
reduced coverage or incur substantially higher costs to obtain coverage. Further, our board members, Chief Executive Officer and Chief Financial Officer could face an increased risk of personal liability in connection with the performance of their
duties. As a result, we may have difficultly attracting and retaining qualified board members and executive officers, which would adversely affect our business.



We have anti-takeover protections that may delay or prevent a change in control that could benefit our stockholders.



Our amended and restated certificate of incorporation and bylaws contain provisions that
could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions include:



| |  | our stockholders may take action only at a meeting and not by written consent;
| | - | ------------------------------------------------------------------------------



| |  | our board must be given advance notice regarding stockholder-sponsored proposals for consideration at annual meetings and for stockholder nominations for the election of directors;
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | special meetings of our stockholders may be called only by our Board of Directors, the Chairman of the Board, our Chief Executive Officer or our President, not by our stockholders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have also adopted a stockholder rights plan that may
discourage, delay or prevent a change of control and make any future unsolicited acquisition attempt more difficult. The rights will become exercisable only upon the occurrence of certain events specified in the rights plan, including the
acquisition of 20% of our outstanding common stock by a person or group. In addition, it is the policy of our board of directors that a committee consisting solely of independent directors will review the rights plan at least once every three years
to consider whether maintaining the rights plan continues to be in the best interests of Keynote and our stockholders. The board may amend the terms of the rights without the approval of the holders of the rights.



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|Item 3. |  | Qualitative And Quantitative Disclosures About Market Risks.
|------- |  | ------------------------------------------------------------



Interest Rate Sensitivity. Our interest income and expense is sensitive to changes in the general level of U.S. interest rates, particularly because most of our
cash, cash equivalents and short-term investments are invested in short-term debt instruments. If market interest rates were to change immediately and uniformly by ten percent (10%) from levels at June 30, 2004, the interest earned on those cash,
cash equivalents, and short-term investments could increase or decrease by approximately $267,000 on an annualized basis.



Foreign Currency Fluctuations and Derivative Transactions. We have not had any significant transactions in foreign currencies, nor do we have any significant
balances that were due or payable in foreign currencies at June 30, 2004. We do not enter into derivative transactions for trading or speculative purposes.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



(a) Evaluation of Disclosure Controls and Procedures



Regulations under the Securities Exchange Act of 1934 require public companies to maintain disclosure controls and procedures, which are defined to mean a
companys controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Commissions rules and forms. Our chief executive officer and our chief financial officer, based on their evaluation of the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report, concluded that our disclosure controls and procedures were effective for this purpose.



(b) Changes in Internal Controls



There have been no significant changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



PART IIOTHER INFORMATION



|Item 1. |  | Legal Proceedings
|------- |  | -----------------



Beginning on August 16, 2001, several class action lawsuits were filed in the United States District Court for the Southern District of New York against us, certain of our officers, and the underwriters of our initial
public offering. These lawsuits were essentially identical, and were brought on behalf of those who purchased our securities between September 24, 1999 and August 19, 2001. These complaints alleged generally that the underwriters in certain initial
public offerings, including ours, allocated shares in those initial public offerings in unfair or unlawful ways, such as requiring the purchaser to agree to buy in the aftermarket at a higher price or to buy shares in other companies with higher
than normal commissions. The complaint also alleged that we had a duty to disclose the activities of the underwriters in the registration statement relating to our initial public offering. The plaintiffs counsel and the issuer defendants
counsel have reached a preliminary settlement agreement, without any payment by us. The settlement awaits approval by the Court.



We are subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable,
management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.



|Item 2. |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
|------- |  | --------------------------------------------------------------------------------



Not applicable.



|Item 3. |  | Defaults Upon Senior Securities
|------- |  | -------------------------------



Not applicable.



|Item 4. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------



Not applicable.



|Item 5. |  | Other Information
|------- |  | -----------------



During the three months ended June 30, 2004, Keynote added Raymond L. Ocampo, Jr. and Jennifer Bolt to its Board of Directors.



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##### Table of Contents

|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



(A) Exhibits



The following documents are filed as Exhibits to this Report:



|31.1 | Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|---- | ---------------------------------------------------------------------------------------------------------------



|31.2 | Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|---- | ---------------------------------------------------------------------------------------------------------------



|32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------



|32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------



|* | As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission
and are not incorporated by reference in any filing of Keynote Systems, Inc. Under the Securities Act of 1933 or the Securities Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such
filings.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



Not applicable.



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on this 13th day of August 2004.



|                      |  |                                                                                        
|--------------------- |  | ---------------------------------------------------------------------------------------
|KEYNOTE SYSTEMS, INC.
|                      | 
|By:                   |  | /s/    UMANG GUPTA                                                                     
|                      |  | Umang Gupta                                                                            
|                      |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)        
|                      | 
|By:                   |  | /s/    PETER J. MALONEY                                                                
|                      |  | Peter J. Maloney                                                                       
|                      |  | Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)



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EXHIBIT INDEX



|            |  |                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  |                                                                                                                                                   
|            | 
|31.1        |  | Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                   
|            | 
|31.2        |  | Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002                                   
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *



|* | As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission
and are not incorporated by reference in any filing of Keynote Systems, Inc. Under the Securities Act of 1933 or the Securities Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such
filings.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31