The KEYW Holding Corp 8-K/A Consolidated Financial Statements and Report

Exhibit 99.3

The KEYW Holding Corporation

Introduction to Pro Forma Condensed Financial Statements

Effective August 5, 2011, The KEYW Holding Corporation (“KEYW”) acquired Flight Landata, Inc. (“FLD”) for the purchase price of $30.0 million.

The accompanying unaudited pro forma condensed balance sheet as of December 31, 2010 gives effect to the FLD acquisition as if it occurred on that date. The accompanying unaudited pro forma condensed statement of income for the year ended December 31, 2010, gives effect to the FLD acquisition as if it occurred on January 1, 2010. 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 KEYW and should be read in conjunction with:

• Accompanying notes to the unaudited pro forma condensed financial statements;

• KEYW’s historical consolidated financial statements and notes included in KEYW’s Annual Report on Form 10-K dated December 31, 2010 and filed with the Securities and Exchange Commission on March 29, 2011 pursuant to Rule 424(b)(4); and

• FLD’s audited financial statements and notes for seven months ended August 5, 2011 and the years ended December 31, 2010 and December 31, 2009.

	Unaudited Pro Forma Condensed Balance Sheet as of December 31, 2010 (In thousands)
	KEYW		FLD		FLD Adj.					2011 Acq’s (1)				Pro Forma Combined
	(Audited)		(Audited)		(Unaudited)					(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,795	$	2,752	$	—				$	—			$	8,547
Receivables, net		30,406		3,522		(2,668	)	(2	)		5,216				36,476
Inventories		5,183		104		—					—				5,287
Prepaid expenses		1,950		917		—					105				2,972
Income tax receivable		55		—		—					—				55
Deferred tax asset, current		1,475		29		—					—				1,504
Total current assets		44,864		7,324		(2,668	)				5,321				54,841
Property and equipment, net		3,306		3,295		—					101				6,702
Goodwill		130,374		—		—		(3	)		23,033				153,407
Other intangibles, net		22,716		94		23,610		(3	)		5,615				52,035
Deferred tax asset		3,772		—		—					—				3,772
Other assets		232		—		—					—				232
TOTAL ASSETS	$	205,264	$	10,713	$	20,942				$	34,070			$	270,989
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,292	$	391	$	—				$	166			$	6,849
Accrued expenses		5,847		19		—					—				5,866
Accrued salaries & wages		5,442		246		—					3,984				9,672
Deferred income taxes		578		—		—					—				578
Debt		—		1,069		28,931		(4	)		25,513	(5	)		55,513
Total current liabilities		18,159		1,725		28,931					29,663				78,478
Long-term liabilities:
Non-current deferred tax liability		11,869		765		—					—				12,634
Other non-current liabilities		125		234		—					—				359
TOTAL LIABILITIES	$	30,153	$	2,724	$	28,931				$	29,663			$	91,471
Commitments and contingencies
Stockholders’ equity:
Members’ equity		—		7,989		(7,989	)	(6	)		—				—
Common stock		26		—		—					—				26
Additional paid-in capital		168,358		—		—					4,407	(7	)		172,765
Retained earnings		6,727		—		—					—				6,727
Total stockholders’ equity		175,111		7,989		(7,989	)				4,407				179,518
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	205,264	$	10,713	$	20,942				$	34,070			$	270,989

(1) KEYW acquired JKA Technologies, Inc. (“JKA”) and Forbes Analytic Software, Inc. (“FASI”) prior to the FLD acquisition.  Neither of these acquisitions, singularly or in the aggregate qualified for disclosure in a Form 8-K under SEC rules.  The goodwill and intangible amounts are the actual recorded values.

(2) This amount represents the excess working capital based on the December 31, 2010 financials as compared with the working capital required in the merger agreement.

(3)  These amounts represent the estimated goodwill and intangibles associated with the FLD acquisition.

(4) This amount represents the cash paid for the FLD acquisition in 2011 net of $1,069 of debt that was retired in conjunction with the acquisition.

(5)  This amount represents the aggregate cash paid for the JKA and FASI acquisitions.

(6)  This adjustment removes the equity account of FLD at acquisition.

(7) This amount represents the equity issued in conjunction with the acquisition of JKA and FASI.

	Pro Forma Condensed Statement of Income For the Year Ended December 31, 2010 (In thousands)
	KEYW			Pre 2011 ACQs (1)			FORM 10-K			FLD		2011 ACQs (2)		Total
	(Audited)			(Unaudited)			(Unaudited)			(Audited)		(Unaudited)		(Unaudited)
Revenue	$	107,988		$	45,163		$	153,151		$	22,321	$	24,651	$	200,123
Cost of Revenues		76,444			31,057			107,501			10,278		15,481		133,260
Gross Profit		31,544			14,106			45,650			12,043		9,170		66,863
Operating Expenses		27,264			14,643			41,907			3,321		6,091		51,319
Intangible Amortization		6,440			—			6,440			—		—		6,440
Operating (Loss) Income		(2,160	)		(537	)		(2,697	)		8,722		3,079		9,104
Non-operating (Income) Expense		(20,880	)		(8	)		(20,888	)		119		19		(20,750	)
Income (Loss) before Taxes		18,720			(529	)		18,191			8,603		3,060		29,854
Tax Expense		7,814			—			7,814			3,439		—		11,253
Net Income (Loss)	$	10,906		$	(529	)	$	10,377		$	5,164	$	3,060	$	18,601

(1) These figures are the summarized detail from the 2010 Form 10-K Footnote 4 – Acquisitions.

(2) These figures are the sum of the two acquisitions completed in 2011 that do not meet the criteria, individually or in aggregate, for individual pro forma presentation.