Sterling Infrastructure (STRL) 8-K/A Financial Statements and Exhibits

Exhibit 99.4

STERLING CONSTRUCTION COMPANY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed combined financial information gives effect to the acquisition of a 91.67% interest in Road and Highway Builders, LLC ( "RHB") by Sterling Construction Company, Inc. ("SCC"), accounted for as a business combination using the purchase method of accounting. The preliminary allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based on management’s preliminary valuation. The estimates and assumptions are subject to change upon the finalization of valuations, which are contingent upon final appraisals of plant and equipment, identifiable intangible assets, adjustments to contract-related and other accounts and the results of operations in October 2007. Revisions to the preliminary purchase price allocation could result in significant deviations from the accompanying pro forma information.

The pro forma condensed combined statements of income reflect the acquisition of RHB as if it occurred on January 1, 2006. The historical results of operations included in the unaudited pro forma condensed combined statement of income for the fiscal year ended December 31, 2006 were derived from the audited financial statements of SCC and RHB. For SCC, this information was derived from its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007, which is incorporated into this Form 8-K/A by reference. For RHB, this information is included elsewhere in this Form 8-K/A. The historical results of operations included in the unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2007 were derived from the unaudited financial statements of each entity. For SCC, this information was derived from its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2007, which is incorporated into this Form 8-K/A by reference.  For RHB, this information is included elsewhere in this Form 8-K/A.

The pro forma condensed combined balance sheet reflects the acquisition of RHB as if it occurred on September 30, 2007. The historical balance sheets of SCC and RHB included in the unaudited pro forma condensed combined balance sheet were derived from the unaudited financial statements of each entity. For SCC, this information was derived from its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2007. For RHB, this information is included elsewhere in this Form 8-K/A.

This unaudited pro forma condensed combined financial information has been prepared by SCC management for illustrative purposes only. The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the financial position or results of operations in future periods or the results that actually would have been realized had SCC and RHB been a combined company during the specified periods. Additionally, classifications of certain financial accounts of the acquired company may differ from those of SCC. The unaudited pro forma condensed combined financial information reflects the acquisition of the interest in RHB, which was financed with a combination of proceeds from the sale of short-term investments, borrowings under SCC’s new credit facility and 40,702 shares of common stock issued in the acquisition. SCC is evaluating the option of a public offering of common stock to repay its credit facility borrowings, which is not reflected in the pro forma results. The unaudited pro forma condensed combined financial information, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, the historical financial statements and the notes thereto of RHB included elsewhere in this Form 8-K/A and in SCC ’s Form 10-K filed with the Securities Exchange Commission on March 16, 2007 and Form 10-Q filed with the Securities and Exchange Commission on November 9, 2007.

STERLING CONSTRUCTION COMPANY, INC.

Unaudited Pro Forma Condensed Combined Balance Sheet

At September 30, 2007

	Sterling Construction Company, Inc.			Road and Highway Builders, LLC			Pro Forma Adjustments				Pro Forma Combined
				(Amounts in thousands)
Current Assets
Cash	$	14,894		$	0		$	9,030		(a)(b)(d)(e)(f)	$	23,924
Short-term investments		32,630			0			(32,630	)	(e)		0
Contract receivables, including retention		52,498			5,434							57,932
Costs and estimated earnings in excess of billings on uncompleted contracts		7,247			553							7,800
Inventories		1,047			449							1,496
Due from related party		0			12,000			(12,000	)	(a)		0
Deferred tax asset		1,038			0							1,038
Other current assets		1,968			237							2,205
Total Current Assets		111,322			18,673			(35,600	)			94,395
Property and Equipment		88,009			17,712			(566	)	(c)(g)		105,155
Less:  Accumulated depreciation		(25,619	)		(6,719	)		44		(c)		(32,294	)
		62,390			10,993			(522	)			72,861
Investment in RHB		0			0			0		(f)(g)		0
Goodwill		12,735			0			42,252		(g)		54,987
Other assets		660			0							660
Total Assets	$	187,107		$	29,666		$	6,130			$	222,903
Current Liabilities
Excess of outstanding checks over bank balance	$	0		$	1,756		$				$	1,756
Current maturities of long term debt		123			67							190
Accounts payable		22,257			5,886							28,143
Billings in excess of costs and estimated earnings on uncompleted contracts		21,979			3,035							25,014
Accrued expenses		7,272			666							7,938
Total Current Liabilities		51,631			11,410							63,041
Long term debt, less current maturities		30,566			101			(22,400	)	(d)		53,067
Deferred tax liability		2,975			0							2,975
Minority interest in RHB		0			0			(885	)	(g)		885
Total Liabilities		85,172			11,511			(23,285	)			119,968
Equity
Common stock		110			0			(1	)	(g)		111
Additional paid-in capital		115,821			0			(999	)	(g)		116,820
Accumulated deficit		(13,996	)		0							(13,996	)
Members' equity		0			18,155			18,155		(b)(c)(g)		0
Total Equity		101,935			18,155			17,155				102,935
Total Liabilities and Equity	$	187,107		$	29,666		$	(6,130	)		$	222,903

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STERLING CONSTRUCTION COMPANY, INC.

Unaudited Pro Forma Condensed Combined Balance Sheet

Pro Forma Entries and Explanatory Notes

At September 30, 2007

Amounts in thousands

Pro Forma Entries
(a)	Collection in October 2007 of receivable due from Fisher Sand & Gravel, a related party of RHB
	Cash	$	12,000
	Due from related party		(12,000	)
(b)	October 2007 cash distributions to Members of RHB
	Members' equity	$	6,000
	Cash		(6,000	)
(c)	October 2007 distribution of land and buildings to Members of RHB
	Accumulated depreciation	$	44
	Property and equipment		(1,566	)
	Members' equity		1,522
(d)	Cash borrowed under new credit facility to purchase RHB
	Cash	$	22,400
	Long-term debt		(22,400	)
(e)	Liquidation of investments to fund a portion of the purchase price of RHB
	Cash	$	32,630
	Short-term investments		(32,630	)
(f)	Cash and common stock paid to purchase investment in RHB
	Investment in RHB	$	53,000
	Cash		(52,000	)
	Common stock		(1	)
	Additional paid-in capital		(999	)
(g)	Entries in consolidation to reflect goodwill, step-up in basis of property and equipment and minority interest in RHB
	Goodwill	$	42,252
	Property and equipment		1,000
	Members' equity		10,633
	Investment in RHB		(53,000	)
	Minority interest in RHB (cost basis)		(885	)

Summary of Purchase Price and Pro Forma Preliminary Allocation of Purchase Price
Summary of Purchase Price —
Cash borrowed under new credit facility	$	22,400
Issuance of common stock		1,000
Cash from sale of short-term investments		29,600
Total purchase price	$	53,000
Pro Forma Preliminary Allocation of Purchase Price —
Working capital	$	1,263
Property and equipment		10,471
Long-term debt, less current maturities		(101	)
Goodwill		42,252
Minority interest		(885	)
Total preliminary purchase price allocation	$	53,000

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STERLING CONSTRUCTION COMPANY, INC.

Unaudited Pro Forma Condensed Combined Statements of Income

	Year Ended December 31, 2006													Nine Months Ended September 30, 2007
	Sterling Construction Company, Inc.			Road and Highway Builders, LLC			Pro Forma Adjustments				Pro Forma Combined			Sterling Construction Company, Inc.			Road and Highway Builders, LLC			Pro Forma Adjustments				Pro Forma Combined
							(Amounts in thousands, except per share amounts)
Statement of Operations Data:
Revenues	$	249,348		$	37,163		$				$	286,511		$	217,877		$	64,920		$				$	282,797
Costs of earned contract revenues		220,801			31,467							252,268			196,284			44,115							240,399
Gross profit		28,547			5,696							34,243			21,593			20,805							42,398
General and administrative expenses		(10,825	)		(462	)						(11,287	)		(8,725	)		(399	)						(9,124	)
Other operating income		276			549							825			433			0							433
Operating income		17,998			5,783							23,781			13,301			20,406							33,707
Other income
Interest income		1,426			487			(1,426	)	(c)		487			1,421			471			(1,421	)	(c)		471
Gain on sale of land & buildings		0			0							0			0			90							90
Interest expense		(220	)		(52	)		(1,792	)	(a)		(2,064	)		(55	)		(70	)		(1,344	)	(a)		(1,469	)
Income from continuing operations before minority interest and income taxes		19,204			6,219			(3,218	)			22,205			14,667			20,897			(2,765	)			32,799
Minority interest		0			0			(518	)	(d)		(518	)		0			0			(1,734	)	(d)		(1,734	)
Income from continuing operations before income taxes		19,204			6,219			(3,736	)			21,687			14,667			20,897			(4,499	)			31,065
Income tax expense		(6,566	)		0			(844	)	(a)(b)(c)		(7,410	)		(4,890	)		0			(5,575	)	(a)(b)(c)		(10,465	)
Net income from continuing operations		12,638			6,219			(4,580	)			14,277			9,777			20,897			(10,074	)			20,600
Income (loss) from discontinued operations, net		682			0							682			(25	)		0							(25	)
Net income	$	13,320		$	6,219		$	(4,580	)		$	14,959		$	9,752		$	20,897		$	(10,074	)		$	20,575
Basic Income per share:
Continuing operations	$	1.19									$	1.34		$	0.89									$	1.87
Discontinued operations		0.06										0.06			0.00										0.00
Net income per share	$	1.25									$	1.40		$	0.89									$	1.87
Weighted average number of shares outstanding used in computing basic per share amounts		10,583										10,623			10,962										11,002
Diluted Income per share:
Continuing operations	$	1.08									$	1.21		$	0.83									$	1.74
Discontinued operations		0.06										0.06			0.00										0.00
Net income per share	$	1.14									$	1.27		$	0.83									$	1.74
Weighted average number of shares outstanding used in computing diluted per share amounts		11,714										11,754			11,765										11,805

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STERLING CONSTRUCTION COMPANY, INC.

Unaudited Pro Forma Condensed Combined Statements of Income

Pro Forma Entries and Explanatory Notes

		Year Ended December 31, 2006			Nine Months Ended September 30, 2007
Pro Forma Entries (1)		(Amounts in thousands)
(a)	Interest expense at 8 percent per annum on funds borrowed to purchase interest in RHB
	Retained earnings	$	(1,183	)	$	(887	)
	Interest expense (2)		1,792			1,344
	Income tax expense		(609	)		(457	)
(b)	Income taxes on RHB's income
	Retained earnings	$	(1,938	)	$	(6,515	)
	Income tax expense		1,938			6,515
(c)	Reduction in interest income for investments used in purchase of RHB
	Interest income (2)	$	1,426		$	1,421
	Income tax expense		(485	)		(483	)
	Retained earnings		(941	)		(938	)
(d)	Minority interest in income of RHB
	Minority interest - income statement	$	518		$	1,344
	Minority interest - balance sheet		(518	)		(1,344	)

Explanatory Notes

(1) No depreciation expense on the step-up in basis of property and equipment has been reflected in the pro forma condensed combined statements of income as any such expense would be an additional cost of contract revenues and, on the percentage-of-completion method of accounting, would increase revenues by approximately the increase in costs plus the gross profit thereon. As the amount of such depreciation on an annual basis, based on preliminary valuations and increase in revenues, would be approximately $200,000 each, the effect on the pro forma combined results of operations would be immaterial for the periods presented.

(2) A change of 1/8 percent in the per annum interest rate based on pro forma borrowings for the acquisition of RHB would change annual interest expense by $28,000.

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