The KEYW Holding Corp 8-K Report on Audit of

Exhibit 99.4

The KEYW Holding Corporation

Introduction to Pro Forma Condensed Financial Statements

Effective November 29, 2010, The KEYW Holding Corporation  (the “Company”) acquired all of the outstanding capital stock of Sycamore.US, Inc, (“Sycamore”) a corporation organized under the laws of Maryland, pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated as of the same date (the “Acquisition”). The purchase price for the capital stock of Sycamore was $27,000,000 in cash and 87,500 shares of KEYW common stock. The total purchase price is $28,050,000 before acquisition costs.

The accompanying unaudited pro forma condensed balance sheet as of December 31, 2009 gives effect to the Acquisition as if the Acquisition occurred on that date. The accompanying unaudited pro forma condensed statement of operations for the year ended December 31, 2009, gives effect to the Acquisition as if it occurred on the first day of the period presented. The pro forma statements were prepared using US generally accepted accounting principles.

The unaudited pro forma condensed financial information is provided for informational purposes only and is not necessarily indicative of the results that would have occurred if the Acquisition had occurred on the first day of each period presented. The unaudited pro forma financial statements should not be construed as being representative of future operating results or the financial position of the Company and should be read in conjunction with:

• The accompanying notes to the unaudited pro forma condensed financial statements;

• KEYW’s historical consolidated financial statements and notes included in KEYW’s prospectus dated September 30, 2010 and filed with the Securities and Exchange Commission on October 1, 2010 pursuant to Rule 424(b)(4); and

• Sycamore’s audited financial statements and notes for nine months ended September 24, 2010 and the years ended December 31, 2009 and December 31, 2008.

Consolidated Pro Forma Balance Sheet

December 31, 2009

	KEYW (audited)			Pre IPO Acquisitions Acquisitions (audited) (1)		S-1 Pro Forma Adjustments (unaudited)			S-1 Pro Forma Combined (unaudited)			Sycamore (audited)		Sycamore Adjustments (unaudited)			Pro Forma Combined (unaudited)
	(in thousands)
Cash	$	7,333			6,753		(8,000	)(2)		6,086			34		-		$	6,120
Accounts receivable		9,409			7,875		(7,967	)(3)		9,317			3,222		(278	)(3)		12,261
Inventory		4,334			-		-			4,334			-		-			4,334
Prepaids		1,240			171		-			1,411			178		-			1,589
Deferred tax		223			-		-			223			-		-			223
Current assets		22,539			14,799		(15,967	)		21,371			3,434		(278	)		24,527
Property, plant, & equipment		1,430			79		-			1,509			143		-			1,652
Goodwill		34,927			-		54,047	(4)		88,974			-		20,641	(4)		109,615
Intangibles		6,314			-		12,354	(5)		18,668			-		5,200	(6)		23,868
Deferred tax		1,892			-		0			1,892			-		-			1,892
Other assets		28			8		0			36			16		-			52
Total assets	$	67,130			14,886		50,434			132,450			3,593		25,563		$	161,606
Accounts payable		442			2,096		-			2,538			507		-			3,045
Debt		-			-		34,000	(7)		34,000			154		26,846	(7)		61,000
Accrued expense		435			362		-			797			-		-			797
Accrued compensation		2,214			646		-			2,860			649		-			3,509
Other current liabilities		83			452		-			535			-		-			535
Current liabilities		3,174			3,556		34,000			40,730			1,310		26,846			68,886
Other non-current liabilities		53			14		-			67			14		(14	)		67
Non-current deferred tax		1,564			-		-			1,564			-		-			1,564
Accrued earnout		-			-		27,750			27,750			-		-			27,750
Total liabilities		4,791			3,570		61,750			70,111			1,324		26,832			98,267
Common stock		14			-		-			14			-		-			14
Members equity		0			11,316		(11,316	)(8)		0			2,269		(2,269	)(8)		0
Additional paid-in capital		66,504			-		-			66,504			-		1,000	(9)		67,504
Accumulated deficit		(4,179	)		-		-			(4,179	)		-		-			(4,179	)
Total equity		62,339			11,316		(11,316	)		62,339			2,269		(1,269	)		63,339
Total liabilities and equity	$	67,130			14,886		50,434			132,450			3,593		25,563		$	161,606

Notes to Condensed Pro Forma Balance Sheet

(1) The Pre-IPO acquisitions consist of TAG and IIT that were acquired in 2010 and disclosed on page 42 of our S-1 dated September 30, 2010.

(2) This pro forma adjustment represents the cash paid for the IIT acquisition.

(3) These pro forma adjustments represent the working capital adjustments pursuant to the working capital requirement in the purchase agreements.

(4) These amounts represent the estimated goodwill that would have been recorded if the acquisitions had been completed on December 31, 2009.

(5) This amount represents the actual amount of intangibles that were recorded in the IIT and TAG acquisitions in 2010.

(6) This adjustment is an estimate of the intangibles acquired in the Sycamore acquisition.

(7) These amounts represent the debt that would have been incurred if the acquisitions had been completed on December 31, 2009.

(8) These adjustments remove the equity accounts of the acquired companies at acquisition.

(9) This amount represents the equity issued in conjunction with the acquisition of Sycamore.

Consolidated Pro Forma Income Statement

For the Year Ended December 31, 2009

				2009		2010 Pre - IPO			S-1 Pro Forma					Sycamore			Pro Forma
	Successor			Acquisitions		Acquisitions (1)			Combined (2)			Sycamore		Adjustments			Combined
				unaudited		unaudited			unaudited					unaudited			unaudited
(in thousands, except per share data)
Revenue
Services	$	32,743		$	24,229	$	52,952		$	109,924		$	19,394	$	-		$	129,318
Products		6,294			-		-			6,294			-		-			6,294
Total		39,037			24,229		52,952			116,218			19,394		-			135,612
Cost of Revenues (6)
Services		23,475			17,806		43,508			84,789			13,982		-			98,771
Products		4,443			-		-			4,443			-		-			4,443
Total		27,918			17,806		43,508			89,232			13,982		-			103,214
Gross profit
Services		9,268			6,423		9,444			25,135			5,412		-			30,547
Products		1,851			-		-			1,851			-		-			1,851
Total		11,119			6,423		9,444			26,986			5,412		-			32,398
Operating expenses		11,373			3,822		4,523			19,718			5,385		-			25,103
Intangible amortization		2,055			-		-			6,670			-		1,300	(3)		7,970
Operating income		(2,309	)		2,601		4,921			598			27		(1,300	)		(675	)
Non-operating expense(income)		783			27		(275	)		3,035			25		2,160	(4)		5,220
Income before taxes		(3,092	)		2,574		5,196			(2,437	)		2		(3,460	)		(5,895	)
Tax expense		(979	)		-		-			(979	)		-					(979	)
Net income	$	(2,113	)	$	2,574	$	5,196		$	(1,458	)	$	2	$	(3,460	)	$	(4,916	)
Weighted average common shares outstanding:
Basic		12,062,930			-		-			12,312,930			-		-			12,400,430	(5)
Fully Diluted		12,062,930			-		-			12,312,930			-		-			12,400,430	(5)
Basic and diluted earnings per share
Basic	$	(0.18	)		n/a		n/a		$	(0.12	)		n/a		n/a		$	(0.40	)
Fully Diluted	$	(0.18	)		n/a		n/a		$	(0.12	)		n/a		n/a		$	(0.40	)

Notes to Consolidated Pro Forma Income Statement

(1) The 2010 pre-IPO acquisitions include the TAG and IIT acquisitions as disclosed on Page 10 of the S-1 filed on September 30, 2010.

(2) The S-1 Pro Forma combined numbers include the adjustments made to the acquisitions as disclosed in our S-1 filed on September 30, 2010.

(3) The pro forma adjustments consist of the intangible amortization that would have been recorded if the Sycamore acquisition had been completed on January 1, 2009.

(4) This amount represents the interest expense related to the Sycamore acquisition if it had been completed on January 1, 2009.

(5) This amount includes the 87,500 shares issued in the Sycamore acquisition.

(6) Cost of revenues excludes intangible amortization expense as shown separately.