As filed with the Securities and Exchange Commission on November 3, 2015.

Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

___________________

SHIMMICK CONSTRUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)

California		1600		94-3107390
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

8201 Edgewater Drive, Suite 202
Oakland, CA 94621
(510) 777-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul Cocotis, Chief Executive Officer
Shimmick Construction Company, Inc.
8201 Edgewater Drive, Suite 202
Oakland, CA 94621
(510) 777-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________

Copies to:

Paul Lucido
Graubard Miller
405 Lexington Avenue, 11^th Floor
New York, New York 10174
(212) 818-8800

Jonathan H. Talcott
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue, NW, Suite 900
Washington, DC 20001
(202) 712-2806

___________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	R	Smaller reporting company	¨
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾		Amount of Registration Fee
Common Stock, par value $[•] per share	$	86,250,000	$	8,685.38

____________

(1) Includes shares of common stock subject to an over-allotment option granted to the underwriters.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling shareholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED NOVEMBER 3, 2015

[•] Shares

Common Stock

Shimmick Construction Company, Inc. is offering [•] shares of its common stock and the selling shareholders are offering [•] shares of common stock. We will not receive any proceeds from the sale of shares by the selling shareholders. We anticipate that the initial public offering price will be between $[•] and $[•] per share.

This is our initial public offering, and prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Global Market under the symbol “SCCI.”

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 10 of this prospectus for a discussion of some of the risks you should consider before investing.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders	$	$

____________

(1) The underwriters will receive compensation in addition to the underwriting discounts and commissions. See “Underwriting.”

We have granted the underwriters an option, exercisable within 30 days of the date of this prospectus, to purchase a maximum of [•] additional shares of our common stock from us at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments of shares, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock to purchasers against payment on or about [•], 2015.

FBR

The date of this prospectus is [•], 2015.

TABLE OF CONTENTS

PROSPECTUS SUMMARY		1
RISK FACTORS		10
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS		25
MARKET AND INDUSTRY DATA		26
TRADEMARKS, SERVICE MARKS AND TRADE NAMES		26
USE OF PROCEEDS		27
DIVIDENDS AND DIVIDEND POLICY		27
CAPITALIZATION		28
DILUTION		29
SELECTED CONSOLIDATED FINANCIAL DATA		31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33
BUSINESS		48
MANAGEMENT		62
PRINCIPAL AND SELLING SHAREHOLDERS		70
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		71
DESCRIPTION OF CAPITAL STOCK		72
SHARES ELIGIBLE FOR FUTURE SALE		75
UNDERWRITING		77
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		82
LEGAL MATTERS		85
EXPERTS		85
WHERE YOU CAN FIND MORE INFORMATION		85
INDEX TO FINANCIAL INFORMATION		F-1

_________________________

You should rely only on the information contained or incorporated by reference in this prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the underwriters nor the selling shareholders have authorized any other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters nor the selling shareholders are making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that is important to you or that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the risk factors, financial data, and financial statements included herein, before making a decision about whether to invest in our common stock. Unless the context requires otherwise or we specifically indicate otherwise, the information in this prospectus assumes that the underwriters do not exercise their over-allotment option. As used in this prospectus, unless the context otherwise requires or indicates, the terms “Shimmick,” “our company,” “we,” “our,” “ours,” and “us” refer to Shimmick Construction Company, Inc. and its subsidiaries.

Overview of Our Business

Our Company

We are a leading heavy civil construction company offering general construction, construction management, and design-build services to federal, state, and local public agencies and private customers in California and the Western United States. We possess the in-house capabilities necessary to self-perform nearly all aspects of heavy civil construction — structural, foundations, utilities, mechanical, and electrical — which enables us to compete for large, technical projects and differentiates us from many of our competitors. Since our present executive team assumed leadership in 2001, we and our joint venture partners have been awarded over $5 billion worth of complex critical public infrastructure projects, including bridges, water/wastewater treatment facilities, dams, transit & rail, highways & roadways, ports, and airports. The portion of these projects allocable to us was over $3.4 billion, and the portion of projects being bid in October 2015 allocable to us is over $2.4 billion. Since 2001, we have achieved a revenue compound annual growth rate (CAGR) of approximately 19%. Prior to this offering, our growth has been predominantly funded by retained earnings. Several long-term trends in our geographic markets, including population growth and the deterioration of existing infrastructure, have resulted in a renewed focus on infrastructure development and funding in California and the Western states. As a result of our growth and this renewed focus, the number and size of contracts in our bidding pipeline has significantly increased. While the competitive environment is impacted by a number of factors outside of our control, such as the general business climate and the amount of contracts being offered, we and our joint venture partners are actively engaged in bidding approximately $4 billion in new projects, and we believe that we are ideally positioned to benefit from increased investment now and in the future.

We have worked on many high-profile projects involving critical heavy infrastructure. Notable ongoing or recently-completed projects include the $245 million seismic and wind retrofit of the Golden Gate Bridge, the $140 million raising of the San Vicente Dam to improve water availability in the San Diego region, the $779 million replacement of the Gerald Desmond Bridge linking the Long Beach Terminal Island and the Long Beach Freeway, the $629 million expansion of the Los Angeles County Metropolitan Transportation Authority (LA MTA) Metro Gold Line to connect East Los Angeles to downtown, and the $772 million extension of the Bay Area Rapid Transit (BART) rail commuter system south from Fremont to San Jose. In light of our many successful projects, we are widely acknowledged by a prominent trade publication, Engineering News-Record (ENR), as a leader in our field. Over the last five years, ENR’s national rankings by revenue have listed us as high as #3 in Dams & Reservoirs, #4 in Drinking Water Treatment, #9 in Water Supply, #11 in Marine and Port Facilities, #12 in Bridges, and #14 in Mass Transit. These rankings are a testament to the depth and breadth of our capabilities.

We primarily compete for new customer contracts independently, seeking to win and successfully complete new jobs as the general contractor. Given our in-house capabilities across the heavy civil construction specialties, we typically expect to self-perform the majority of the specified project elements on contracts where we are the general contractor, often achieving an 80% self-performance rate. For certain project elements that do not align with our in-house expertise or that require more commoditized capabilities — such as fencing of work areas or black asphalt paving of roads and highways — we may engage subcontractors to complete such discrete tasks. In heavy civil construction, contracts are principally awarded on a fixed-price basis, and we earn and recognize revenue on the percentage of completion method, based upon the proportion of units of production completed relative to the total estimated units of production for each item of work on a project.

with values ranging up to $800 million. With the proceeds of this offering, we believe that we will have the financial flexibility to pursue an increasing share of these large contracts. Our contracts pose a number of risks to us as outlined in “Risk Factors,” including risks associated with variances from the contract, such as cost, scope, or timing overruns for which we may not be entitled to reimbursement or additional compensation. For the largest projects, responsibilities and risk are typically shared among multiple contractors, and we believe that we will benefit from our history of partnering with other industry leaders, including AECOM, Alstom SA, Balfour Beatty plc, Black & Veatch Corporation, Dragados S.A., Granite Construction Incorporated, Obayashi Corporation, PCL Construction, Skanska AB, and Tutor Perini Corporation. We have similarly strong relationships with top design firms, including AECOM, Arup Group Limited, Jacobs Engineering Group Inc., Parsons Corporation and Parsons Brinckerhoff Group, Inc. Each of our joint ventures is formed to complete a specific contract jointly controlled by the joint venture partners. The financial benefits and risks of the joint venture are allocated based on each partner’s equity stake in the venture. As the market continues to move towards larger and more complex projects, we are well-positioned to accelerate our growth.

In addition to our heavy civil construction business, we own and operate a premium hard rock quarry in Madera, California with permits to mine 45 million tons and an estimated overall capacity of 75 million tons of reserves. The quarry currently has an annual permit capacity of approximately 900,000 tons to support concrete and asphalt production. Assuming a value of $0.75/ton, we estimate these permitted granite reserves to have a value of approximately $33.8 million. The quarry sits on approximately 1,000 acres of real property near Fresno, one of California’s fastest growing communities.

For the six months ended June 30, 2015, our revenue, net income attributable to Shimmick Construction Company, Inc. and EBITDA attributable to Shimmick Construction Company, Inc., or “Company EBITDA,” were $242.0 million, $5.7 million and $10.3 million, respectively, representing 94%, 115% and 89% increases over the same period in 2014. During the twelve months ended December 31, 2014 our revenue, net income attributable to Shimmick Construction Company, Inc. and Company EBITDA were $319.6 million, $9.1 million and $17.9 million, respectively, as compared to $285.9 million, $1.1 million and $9.0 million for the prior year. As of June 30, 2015, our total contract backlog stood at $649.0 million, which we expect to earn primarily in the two years ending June 30, 2017.

Our Markets

Throughout our history, we have primarily focused on the California market and have structured our operations geographically with locations in Oakland and Irvine to support our customers. We believe that we have an intimate knowledge of California markets and long-standing relationships with significant customers, including the California Department of Transportation (Caltrans), the LA MTA, BART, the Santa Clara Valley Transportation Authority (VTA), the Orange County Sanitation District (OCSD), the Metropolitan Water District of California (MWD), the Port of Long Beach, the Port of Los Angeles, the City of San Francisco, and the City and county of Los Angeles, among many others. In addition to our California focus, we have selectively pursued contracts in other Western states. We believe that these markets are important to our growth strategy, as infrastructure funding in these states continues to increase. We are licensed as a civil contractor and possess other specialty licenses to operate in California, Oregon, Washington, Nevada, Arizona, Hawaii, Alaska, and Texas. We are currently working on projects in Washington as well as preparing multiple bids on projects in Hawaii.

California’s infrastructure — much of it built in the 1950s and 1960s — has deteriorated over the last several decades. The American Society of Civil Engineers (ASCE) estimates that $45.0 billion and $29.9 billion are needed to maintain and upgrade California’s drinking water and wastewater systems, respectively, over the next 20 years. From a transportation perspective, the ASCE rates 34% of California’s roads as poor or mediocre in quality and categorizes 2,769 bridges as structurally deficient. Population growth in California and in the Western United States has put further stress on degrading infrastructure, necessitating restoration and new-build infrastructure projects throughout the region. In addition, California’s historic and ongoing drought has necessitated a significant upgrade in the state’s water infrastructure, particularly as population continues to grow. We believe the financial crisis of 2007 to 2009 further delayed necessary investment in critical infrastructure, but recently important steps have been taken at the national, state, and local levels to appropriate funding and accelerate these types of projects.

Notable recent funding initiatives include the $8 billion extension of the federal highway funding bill through October 29, 2015; California Governor Brown’s recently-proposed 2015 infrastructure funding plan, which calls for $57 billion in state funding over the next five years; and LA MTA’s publicly announced intention to spend $8.5 billion in Southern California over the next ten years to develop new rail projects, add carpool lanes, and fund

Metrolink capital improvement projects. Finally, the 2014 passage of Proposition 1 in California provides for a $7.5 billion water bond, demonstrating the state population’s heightened awareness of water scarcity. Although our concentration in California may result in our financial results being significantly impacted by factors such as local climate, business and economic conditions, and government budget restrictions, we believe that California will remain an attractive market and that we are positioned to benefit from the growing wave of infrastructure spending being appropriated at the federal, state, and local levels.

Competitive Strengths

We believe that our competitive strengths in the heavy civil construction industry include the following:

Long and Successful Track Record of Infrastructure Construction. Through our 26 years of experience, we have developed efficient processes and controls that allow us to provide high-quality contracting services for bridges, water/wastewater treatment facilities, dams, transit & rail, highways & roadways, ports, and airports. Our expertise, coupled with strong underlying market dynamics, has helped us become a market leader in California. Customers increasingly require that bidders for heavy civil infrastructure projects have a strong history of contract performance, which we believe positions us well to compete for the anticipated wave of new projects in coming years.

Experienced Executive Team with Significant Ownership. Each member of our senior leadership team has over 25 years of industry experience, and our Chief Executive Officer, President, Executive Vice Presidents, and Chief Financial Officer have worked together for over 15 years. Since our present management team assumed leadership in 2001, revenue and equity have both grown at a CAGR of 19%. Additionally, senior executives have significant ownership in the business and will own [•]% after the consummation of this offering.

Self-Performance of Contracts. We have self-performance capabilities in virtually all aspects of heavy civil construction. In particular, we believe that our in-house foundations, mechanical, and electrical capabilities set us apart from heavy civil contractors of our size. Our ability to self-perform makes us more competitive in the bid process, as we are able to confidently estimate the cost of each job package given our expertise and track record. These capabilities allow us to bid for more technically challenging projects, which are generally less competitive. In addition, our focus on self-performance allows us to capture profit margin that otherwise would be shared with subcontractors.

Consistent History of Managing Construction Projects and Contract Risk. Our long and successful track record in our markets provides us with an understanding of the various risks of infrastructure construction. We provide services predominantly pursuant to “fixed price” contracts, which, if properly managed, allow for better profit margin opportunities than “cost plus” contracts. We monitor and manage risk throughout a contract’s duration, including the bid process, pre-construction planning activities, and construction. Our project managers lead our estimating processes, and our senior management reviews all bid proposals prior to submission, thereby increasing accountability and an understanding of the financial and operating risks and opportunities of our contracts. We maintain a database of prior contract proposals and records from completed projects, such as raw material requirements and costs, labor requirements and costs, and equipment needs, enabling us to rely on our institutional knowledge when estimating project costs in developing new proposals.

Long-Term Relationships with Customers and Partners. Since our first major contract win with the City of San Francisco in 1990, we have developed strong relationships with the major California infrastructure owners, including Caltrans, LA MTA, BART, the VTA, the Port of Long Beach, the Port of Los Angeles, the City of San Francisco and the City and county of Los Angeles. In addition, we have formed joint venture relationships with many of the most prominent construction companies, including AECOM, Alstom SA, Balfour Beatty plc, Black & Veatch Corporation, Dragados S.A., Granite Construction Incorporated, Obayashi Corporation, PCL Construction, Skanska AB, and Tutor Perini Corporation, in order to compete for and win some of our largest contracts. These relationships have enabled us to achieve the rapid growth we have experienced since our founding and we believe they will facilitate continued growth in the future.

Entrepreneurial Culture with a Commitment to Talent Development. Consistent with our corporate motto “building the people and projects that improve America’s infrastructure,” our senior management team has instilled in our culture an emphasis on the professional development of each employee. We recruit many of our new employees from a network of approximately 25 college campuses, where we seek to identify candidates with a desire to develop as construction and engineering professionals and who have key intangible qualities in addition to academic credentials. We believe that our entrepreneurial culture and complex projects provide unique opportunities for our employees to grow within our organization. We also encourage our employees to take proactive steps to advance

their development, which we believe has resulted in a larger percentage of our employees achieving the Professional Engineer designation relative to our competitors.

Growth Strategy

We have implemented the following strategies in order to drive growth in our business and, ultimately, to enhance shareholder value:

Continue to Grow in our California Markets. We operate in every major California market, including San Francisco, San Jose, the Central Valley, Los Angeles, Orange County, San Diego, and the Inland Empire. These markets are experiencing strong growth in infrastructure spending caused by factors such as growing populations, the need for new water resources, increased federally-funded highway construction, enhanced port and airport activity, and the installation of public transit systems. We will continue our efforts to increase our market share in these core markets. In addition, we will look to grow opportunistically into markets that we see as a natural expansion of our current operations, including power generation and industrial.

Develop Well-Resourced Teams to Bid Large Projects. As a result of deteriorating infrastructure as well as historical delays to project funding, we have observed that the size of projects we are evaluating and bidding continues to grow. In the past, we have bid and won large projects where our specialized capabilities aligned with the customer’s needs. Examples of such larger projects include the replacement of the Gerald Desmond Bridge, the Silicon Valley BART extension, the Eastside Light Rail Transit system, and the wind and seismic retrofit of the Golden Gate Bridge. We believe that the proceeds from this offering will give us the financial flexibility to pursue more large projects. By giving our bid teams both the human and financial resources necessary to evaluate and prudently compete for these large contracts, we believe that we will win an increasing share of these projects while maintaining favorable margins. As of June 30, 2015, we and our joint venture partners were actively engaged in bidding five opportunities with contract values between approximately $500 million and $1.5 billion.

Expand into Attractive New Geographies. Although we have traditionally focused on our core California markets, we have selectively sought projects in other Western states. We actively consider projects in other geographic markets, and we evaluate opportunities based on factors such as market size and growth dynamics, competition, the availability of qualified employees and compatibility of unique local requirements with our own expertise. We have been selective in our out-of-state bids to date, and are currently working on projects in Washington as well as preparing multiple bids on projects in Hawaii.

Independently Brand our Electrical and Foundation Businesses. We believe that our electrical and foundation capabilities are among the very best in our industry and are differentiators when we compete for complex, multi-faceted contracts. ENR estimates the national electrical and excavation & foundation markets to be $30 billion and $4.5 billion, respectively, with the potential for substantial growth in the future. By independently branding these operations, we believe that we will continue to support our heavy civil work while pursuing increased subcontracting work to create additional revenue streams. For example, there is a large subcontracting market for electrical and foundations outside heavy civil construction, such as building construction.

Vertically Integrate Aggregates through Madera Quarry Operations. We recently opened our premium, hard rock quarry in Madera, California. Our quarry operations can support concrete and asphalt production with an initial permitted annual capacity of 900,000 tons of high quality granite aggregate. The quarry is strategically located near Fresno, which is one of California’s fastest growing communities and where our aggregates can be used in new residential construction. In addition, we believe that our production of aggregates will give us an advantage in bidding heavy civil contracts, particularly in roadwork. In the future, we plan to build asphalt facilities to work in conjunction with our quarry. This plan will allow us to market hot mixed asphalt concrete to the local market as well as give us an advantage with respect to future paving jobs that we self-perform in the region surrounding the quarry.

Selling Shareholders

The selling shareholders are officers, directors and employees of ours, including Paul Cocotis, our Chief Executive Officer and Chairman of the Board, Paul Camaur, our President, Jeffrey Lessman and Christian Fassari, each an Executive Vice President of ours, and Scott Fairgrieve, our Chief Financial Officer, Corporate Secretary and Treasurer. Many of our officers, directors and employees are shareholders and are selling a pro rata portion of

their shares in this offering. For more information on the selling shareholders, including the selling shareholders’ beneficial ownership of our common stock before and after the offering, see “Principal and Selling Shareholders” beginning on page 70. Immediately following the completion of the offering, our officers and directors will own approximately [•]% of our stock ([•]% if the underwriters exercise their over-allotment option in full).

Risks Affecting Us

We are subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. Please read “Risk Factors” beginning on page 10 for a discussion of some of the risks you should carefully consider before deciding to invest in our common stock.

Corporate Information

Our principal executive offices are located at 8201 Edgewater Drive, Suite 202, Oakland, CA 94621, and our telephone number is (510) 777-5000. Our corporate website address is www.shimmick.com. The information contained on, or accessible from, our corporate website is not part of this prospectus and you should not consider information contained on our website to be a part of this prospectus or in deciding whether to purchase our common stock.

Certain Corporate Matters

In connection with this offering, we will convert to a subchapter C corporation. As a result of this conversion, we will record a tax provision (estimated to be in excess of $5 million) to recognize deferred taxes. In addition, prior to the effective date of the registration statement of which this prospectus is a part, we will file our amended and restated articles of incorporation, which will effect, among other things, a [•]-for-1 stock split with respect to our common stock. Furthermore, upon completion of this offering, we will terminate the buy/sell agreements to which each of our shareholders is a party. The buy/sell agreements provide for mandatory redemption of the shares of common stock held by our shareholders (each of whom is an officer, director or employee of ours) upon cessation of their service to us. Because we determined that our common stock is presently mandatorily redeemable in accordance with U.S. generally accepted accounting principles, or “GAAP,” the carrying value of our shares of common stock and the related retained earnings are treated as a long-term liability on our financial statements. Once the buy/sell agreements have been terminated upon completion of this offering, all of the presently outstanding common stock will be treated as shareholders’ equity under GAAP.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

• we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

• we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act”;

• we are permitted to provide less extensive disclosure about our executive compensation arrangements;

• we are not required to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements; and

• we may elect to use an extended transition period for complying with new or revised accounting standards that may be issued by the Financial Accounting Standards Board or the Securities and Exchange Commission, or the “SEC.”

We have irrevocably elected to take advantage of the extended transition period for new or revised accounting standards. This means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can delay adoption of the standard until it applies to private companies.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced reporting and other requirements.

The Offering

Common stock offered by us		[•] shares ([•] shares if the underwriters exercise the over-allotment option in full).
Common stock offered by the selling shareholders		[•] shares.

Common stock to be outstanding after the offering		[•] shares ([•] shares if the underwriters exercise the over-allotment option in full).

Common stock beneficially owned by the selling shareholders after the offering		[•] shares.

Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting the underwriters’ discounts and commissions and our estimated offering expenses, will be approximately $[•] million. We intend to use the net proceeds from this offering for working capital and other general corporate purposes. We will not receive any proceeds from the sale of common stock by the selling shareholders.

Over-allotment option		We have granted the underwriters a 30-day option to purchase a maximum of [•] additional shares of our common stock from us at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any. The selling shareholders will not participate in any exercise of the over-allotment option.

Risk factors		You should consider carefully all of the information set forth in this prospectus and, in particular, the specific factors set forth under “Risk Factors” on page 10, before deciding whether to invest in our common stock.

Dividend policy		After the consummation of this offering, we do not anticipate that we will declare or pay regular dividends on our common stock in the foreseeable future, as we generally intend to invest any future earnings in the development and growth of our business.

Proposed Nasdaq Global Market symbol for our common stock		SCCI

Except as otherwise indicated, all information in this prospectus:

• gives effect to the filing of our amended and restated articles of incorporation, effecting a [•]-for-1 stock split with respect to our common stock, which will occur prior to the effective date of the registration statement of which this prospectus is a part;

• excludes 1,668 shares issuable in connection with bonuses earned in 2014 upon achievement of certain vesting conditions; and

• excludes [•] shares reserved for issuance pursuant to our 2015 Incentive Plan, or the “2015 Plan.”

Summary Selected Consolidated Financial Data

The following table sets forth summary selected consolidated financial information as of the dates and for the periods represented, as well as (a) certain pro forma information that gives effect to the termination of the redemption rights of the holders of our common stock subject to mandatory redemption upon the closing of this offering and will give effect to the proposed stock split, once the stock split ratio has been determined, and (b) certain pro forma as adjusted information that gives further effect to the sale by us of [•] shares of common stock in this offering at an assumed initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The financial data as of and for the years ended December 31, 2013 and 2014 have been derived from our audited consolidated financial statements and notes thereto included elsewhere in this prospectus. The financial data for the six months ended June 30, 2014 and 2015 have been derived from our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this prospectus. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods. Our historical results are not necessarily indicative of the results to be expected in any future period, and our interim results are not necessarily indicative of the results to be expected for the full fiscal year.

The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, “Capitalization,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Amounts are in thousands, except share and per share data.

	Years Ended December 31,						Six Months Ended June 30,
	2013			2014			2014			2015
							(Unaudited)
Contract revenues	$	285,893		$	319,629		$	124,637		$	241,995
Cost of contract revenues		279,942			293,409			114,609			222,864
Gross profit		5,951			26,220			10,028			19,131
General and administrative expenses⁽¹⁾		10,387			15,424			6,656			10,329
Income (loss) from operations		(4,436	)		10,796			3,372			8,802
Equity (loss) in net earnings of affiliates		82			(188	)		(22	)		91
Other income (expense), net
Interest expense		(1,101	)		(1,424	)		(600	)		(665	)
Other		616			(76	)		(411	)		(87	)
Total other expense, net		(485	)		(1,500	)		(1,011	)		(752	)
Net income (loss)⁽²⁾		(4,839	)		9,108			2,339			8,141
Less/add: Net loss (income) attributable to noncontrolling interests		5,899			16			308			(2,439	)
Net income attributable to Shimmick Construction Company, Inc.	$	1,060		$	9,124		$	2,647		$	5,702

EBITDA attributable to Shimmick Construction Company, Inc. – unaudited⁽⁴⁾	$	9,037		$	17,901		$	5,442		$	10,295

Pro forma net income per share attributable to Shimmick Construction Company, Inc. – unaudited⁽³⁾:
Basic				$	81.68		$	26.18		$	40.83
Diluted				$	74.93		$	24.01		$	37.43

Pro forma weighted average shares of common stock – unaudited⁽³⁾:
Basic					82,898			82,901			82,637
Diluted					90,369			90,387			90,132

					As of June 30, 2015
	As of December 31, 2013		As of December 31, 2014		Actual		Pro Forma⁽⁵⁾		Pro Forma As Adjusted⁽⁶⁾⁽⁷⁾
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	34,730	$	40,248	$	26,645	$	26,645
Working capital		37,248		43,578		48,736		48,736
Total assets		215,422		236,046		268,876		268,876
Long-term debt, net of current portion		32,924		24,115		25,251		25,251
Shimmick Construction Company, Inc. shares subject to mandatory redemption		57,191		63,063		67,515		—
Shimmick Construction Company, Inc. shareholders’ equity		—		—		—		67,515

____________

(1) Includes stock-based compensation expense of $804,000 and $1.2 million recorded in the year ended December 31, 2014 and the six months ended June 30, 2015, respectively. See Notes 13 and 14 to our consolidated financial statements for a discussion of stock-based compensation expense recorded.

(2) The Company has elected S Corporation status under which income and losses from the Company are included in the personal income tax returns of the shareholders. Consequently, the Company’s operating results do not include a material provision for income taxes. Upon its initial public offering, the Company intends to change its federal income tax status from S Corporation to C Corporation. In connection therewith, its statutory tax rate (U.S. federal and state taxes, net of federal benefit) will increase from 1.5% to approximately 40%. See Note 1 to our consolidated financial statements.

(3) See Note 16 to our consolidated financial statements for an explanation of the method used to calculate our pro forma basic and diluted net income per share attributable to Shimmick Construction Company, Inc. and the pro forma weighted-average number of shares used in the computation of the pro forma per share amounts.

(4) The term EBITDA is not defined under GAAP. We believe, however, that Company EBITDA is meaningful to our investors to enhance their understanding of our financial performance. We understand that EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report EBITDA. Our calculation of Company EBITDA however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Company EBITDA cannot be achieved without incurring the costs that the measure excludes. As used in this prospectus, Company EBITDA is defined as net income attributable to Shimmick Construction Company, Inc. plus depreciation and amortization expense, stock-based compensation expense, operating lease expense on construction equipment, interest expense and taxes and other costs. The following table reconciles net income attributable to Shimmick Construction Company, Inc. (the closest GAAP financial measure) to Company EBITDA for the periods presented in this table and elsewhere in this prospectus.

Amounts in thousands	Years Ended December 31,				Six Months Ended June 30,
	2013		2014		2014		2015
Net income attributable to Shimmick Construction Company, Inc.	$	1,060	$	9,124	$	2,647	$	5,702

Adjustments:
Depreciation and amortization		5,991		5,208		1,648		1,240
Stock-based compensation		—		804		160		1,217
Operating lease expense on construction equipment		15		680		34		1,247
Interest expense		1,957		2,085		953		903
Taxes and other		14		—		—		(14	)
EBITDA attributable to Shimmick Construction Company, Inc.	$	9,037	$	17,901	$	5,442	$	10,295

(5) The pro forma column reflects the termination of the redemption rights of the holders of the common stock subject to mandatory redemption upon the closing of this offering and will reflect the proposed stock split, once the stock split ratio has been determined.

(6) The pro forma as adjusted column further reflects the receipt of $[•] million in net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(7) Each $1.00 increase or decrease in the assumed initial public offering price of $[•] per share would increase or decrease, respectively, the amount of cash and cash equivalents, working capital, total assets and total shareholders’ (deficit) equity by $[•] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase or decrease of 1,000,000 in the number of shares we are offering would increase or decrease, respectively, the amount of cash and cash equivalents, working capital, total assets and total pro forma shareholders’ equity by approximately $[•] million, assuming the assumed initial public offering price per share, as set forth on the cover page of this prospectus, remains the same after deducting underwriting discounts and commissions. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

RISK FACTORS

An investment in our common stock involves risks. You should carefully consider each of the following risks and all of the information set forth in this prospectus before deciding to invest in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks and uncertainties develops into actual events, our business, financial condition, results of operations and cash flows could be materially adversely affected. In that case, the price of our common stock could decline and you may lose all or part of your investment.

Risks Related to Our Business and Industry

If we are unable to accurately estimate the overall risks, requirements or costs when we bid on or negotiate a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract.

The majority of our revenues and backlog are derived from fixed unit price contracts and lump sum contracts. Fixed unit price contracts require us to provide materials and services at a fixed unit price based on approved quantities irrespective of our actual per unit costs. Lump sum contracts require that the total amount of work be performed for a single price irrespective of our actual per unit costs. We realize a profit on our contracts only if we accurately estimate our costs and then successfully control actual costs and avoid cost overruns, and our revenues exceed actual costs. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, then cost overruns may cause us to incur losses or cause the contract not to be as profitable as we expected. The final results under these types of contracts could negatively affect our cash flow, earnings and financial position.

The costs incurred and gross profit realized on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

• on site conditions that differ from those assumed in the original bid or contract;

• failure to include required materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a lump sum contract;

• contract or project modifications creating unanticipated costs not covered by change orders;

• failure by our suppliers, subcontractors, designers, engineers, joint venture partners or customers to perform their obligations;

• delays in quickly identifying and taking measures to address issues which arise during contract execution;

• changes in availability, proximity and costs of materials, including steel, concrete, aggregates and other construction materials, as well as fuel and lubricants for our equipment;

• claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part;

• difficulties in obtaining required governmental permits or approvals;

• availability and skill level of workers in the geographic location of a project;

• citations issued by any governmental authority, including the Occupational Safety and Health Administration;

• unexpected labor conditions or work stoppages;

• changes in applicable laws and regulations;

• delays caused by weather conditions;

• fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, joint venture partners or customers or our own personnel; and

• mechanical problems with our machinery or equipment.

Many of our contracts with public sector customers contain provisions that purport to shift some or all of the above risks from the customer to us, even in cases where the customer is partly at fault. Our experience has often been that public sector customers have been willing to negotiate equitable adjustments in the contract compensation or completion time provisions if unexpected circumstances arise. However, public sector customers may seek to impose contractual risk-shifting provisions more aggressively, which could increase risks and adversely affect our cash flow, earnings and financial position.

Economic downturns or reductions in government funding of infrastructure projects could reduce our revenues and profits and have a material adverse effect on our results of operations.

Our business is highly dependent on the amount and timing of infrastructure work funded by various governmental entities, which, in turn, depends on the overall condition of the economy, the need for new or replacement infrastructure, the priorities placed on various projects funded by governmental entities and federal, state or local government spending levels. Spending on infrastructure could decline for numerous reasons, including decreased revenues received by state and local governments for spending on such projects, including federal funding. The most recent recession caused a nationwide decline in home sales and an increase in foreclosures, which correspondingly resulted in decreases in property taxes and some other local taxes, which are among the sources of funding for municipal road, bridge and water infrastructure construction. State spending on highway and other projects can be adversely affected by decreases or delays in, or uncertainties regarding, federal highway funding, which could adversely affect us. Construction companies in the heavy civil market are reliant upon contracts with state transportation departments for a significant portion of their revenues.

See “Business — Our Markets” beginning on page 49 for a more detailed discussion of our markets and their funding sources.

We operate primarily in California and adverse changes to the economy and business environment in the state has had an adverse effect on, and could continue to adversely affect, our operations, which could lead to lower revenues and reduced profitability.

Because of our geographic concentration in California, we are susceptible to fluctuations in our business caused by adverse economic or other conditions in the state, including natural or other disasters. The stagnant or depressed economy in California has in the past adversely affected, and could continue to adversely effect, our business and results of operations as well as the availability of state and local government funding.

We work in a highly competitive marketplace.

In the past, a majority of the contracts on which we bid were awarded through a competitive bid process, with awards generally being made to the lowest bidder, but sometimes recognizing other factors, such as shorter contract schedules or prior experience with the customer. For our design-build and other alternative methods of delivering projects, reputation, marketing efforts, quality of design and minimizing public inconvenience are also significant factors considered in awarding contracts, in addition to cost. Within our markets, we compete with many international, national, regional and local construction firms. Some of these competitors have achieved greater market penetration than we have in the markets in which we compete, and some may have greater financial and other resources than we do. In addition, there are a number of international and national companies in our industry that are larger than we are and that, if they so desire, could establish a presence in our markets and compete with us for contracts.

The cancellation of significant contracts or our disqualification from bidding for new contracts could reduce our revenues and profits and have a material adverse effect on our results of operations.

Contracts that we enter into with governmental entities can usually be canceled at any time by them with payment only for the work already completed. In addition, we could be prohibited from bidding on certain governmental contracts if we fail to maintain qualifications required by those entities. A cancellation of an unfinished contract or our debarment from the bidding process could cause our equipment and work crews to be idled for a significant period of time until other comparable work becomes available, which could have a material adverse effect on our business and results of operations.

Government contracts generally have strict regulatory requirements.

A majority of our total revenue in 2014 was derived from contracts funded by federal, state and local government agencies and authorities. Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include express or implied certifications of compliance. Claims for civil or criminal fraud may be brought for violations of regulations, requirements or statutes. We may also be subject to qui tam (“whistle blower”) litigation brought by private individuals on behalf of the government under the False Claims Act, which could include claims for up to treble damages. Further, if we fail to comply with any of the regulations, requirements or statutes or if we have a substantial number of accumulated Occupational Safety and Health Administration, Mine Safety and Health Administration or other workplace safety violations, our existing government contracts could be terminated and we could be suspended from government contracting or subcontracting, including federally funded projects at the state level. Should one or more of these events occur, it could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

Government contractors are subject to suspension or debarment from government contracting.

Our substantial dependence on government contracts exposes us to a variety of risks that differ from those associated with private sector contracts. Various statutes to which our operations are subject, including the Davis-Bacon Act (which regulates wages and benefits), the Walsh-Healy Act (which prescribes a minimum wage and regulates overtime and working conditions), Executive Order 11246 (which establishes equal employment opportunity and affirmative action requirements) and the Drug-Free Workplace Act, provide for mandatory suspension and/or debarment of contractors in certain circumstances involving statutory violations. In addition, the Federal Acquisition Regulation and various state statutes provide for discretionary suspension and/or debarment in certain circumstances that might call into question a contractor’s willingness or ability to act responsibly, including as a result of being convicted of, or being found civilly liable for, fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public contract or subcontract. The scope and duration of any suspension or debarment may vary depending upon the facts and the statutory or regulatory grounds for debarment and could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

Our success depends upon the continuing contributions of certain key personnel, each of whom would be difficult to replace. If we were to lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.

Our continuing success depends on the performance of our management team. We cannot guarantee the continued employment of any of our key executives who may choose to leave our company for any number of reasons, such as other business opportunities, differing views on our strategic direction or other reasons. We rely on the experience, efforts and abilities of these individuals, each of whom would be difficult to replace. We intend to enter into employment agreements with our key executives prior to the completion of this offering; however, the employment agreements will not guarantee their continued service to us.

Our success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment.

The success of our business is dependent on our ability to attract, develop and retain qualified personnel, joint venture partners, advisors and subcontractors. Changes in general or local economic conditions and the resulting impact on the labor market and on our joint venture partners may make it difficult to attract or retain qualified individuals in the geographic areas where we perform our work. If we are unable to provide competitive compensation packages, high-quality training programs and attractive work environments or to establish and maintain successful partnerships, our ability to profitably execute our work could be adversely impacted.

We rely heavily on immigrant labor. We have taken steps that we believe are sufficient and appropriate to ensure compliance with immigration laws. However, we cannot provide assurance that we have identified, or will identify in the future, all illegal immigrants who work for us. Our failure to identify illegal immigrants who work for us may result in fines or other penalties being imposed upon us, which could have a material adverse effect on our operations, results of operations and financial condition.

Our failure to meet schedule or performance requirements of our contracts could adversely affect us.

In most cases, our contracts require completion by a scheduled acceptance date. Failure to meet any such schedule could result in additional costs, penalties or liquidated damages being assessed against us, and these could exceed projected profit margins on the contract. Performance problems on existing and future contracts could cause actual results of operations to differ materially from those anticipated by us and could cause us to suffer damage to our reputation within the industry and among our customers.

Adverse weather conditions may cause delays, which could slow completion of our contracts and negatively affect our revenues and cash flow.

Because all of our construction projects are built outdoors, work on our contracts is subject to unpredictable weather conditions. While weather has historically had a minimal impact on our operation due to the concentration of our work in California, where the climate is generally temperate, weather could have an increasingly frequent or severe effect on our operation if general climatic changes occur or if we expand into other geographic regions that tend to experience more extreme weather conditions. Lengthy periods of wet or cold winter weather could interrupt construction, and this could lead to under-utilization of crews and equipment, resulting in less efficient rates of overhead recovery. Extreme heat could prevent us from performing certain types of operations. Changes in weather conditions could cause delays and otherwise significantly affect our project costs. While revenues might be recovered following a period of bad weather, it would generally be impossible to recover the cost of inefficiencies, and significant periods of bad weather typically would reduce profitability of affected contracts both in the current period and during the future life of affected contracts. Such reductions in contract profitability would negatively affect our results of operations.

Timing of the award and performance of new contracts could have an adverse effect on our operating results and cash flow.

A substantial portion of our revenue and earnings is generated from large-scale project awards. The timing of project awards is unpredictable and outside of our control. Awards, including expansions of existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors including a customer’s decision to not proceed with the development of a project, governmental approvals, financing contingencies, commodity prices, environmental conditions and overall market and economic conditions. We may not win contracts that we have bid upon due to price, a customer’s perception of our ability to perform and/or perceived technology advantages held by others. Many of our competitors may be more inclined to take greater or unusual risks or terms and conditions in a contract that we might not deem acceptable. Because a significant portion of our revenue is generated from large projects, our results of operations can fluctuate quarterly and annually depending on whether and when large project awards occur and the commencement and progress of work under large contracts already awarded. As a result, we are subject to the risk of losing new awards to competitors or the risk that revenue may not be derived from awarded projects as quickly as anticipated.

The uncertainty of the timing of contract awards may also present difficulties in matching the size of our equipment fleet and work crews with contract needs. In some cases, we may maintain and bear the cost of more equipment and ready work crews than are currently required, in anticipation of future needs for existing contracts or expected future contracts. If a contract is delayed or an expected contract award is not received, we would incur costs that could have a material adverse effect on our anticipated profit.

In addition, the timing of the revenues, earnings and cash flows from our contracts can be delayed by a number of factors, including adverse weather conditions, such as prolonged or intense periods of rain, snow, storms or flooding; delays in receiving material and equipment from suppliers and services from subcontractors; and changes in the scope of work to be performed. Such delays, if they occur, could have adverse effects on our operating results for current and future periods until the affected contracts are completed.

Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures of our partners.

As part of our business, we are a party to joint venture arrangements, pursuant to which we typically jointly bid on and execute particular projects with other companies in the construction industry. Success on these joint projects depends upon managing the risks discussed in the various risks described in these “Risk Factors” and on whether our joint venture partners satisfy their contractual obligations.

We and our joint venture partners are generally jointly and severally liable for all liabilities and obligations of our joint ventures. If a joint venture partner fails to perform or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our partner’s shortfall. Furthermore, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm to our reputation and reduction to our profit on a project.

In connection with acquisitions, certain counterparties to joint venture arrangements, which may include our historical direct competitors, may not desire to continue such arrangements with us and may terminate the joint venture arrangements or not enter into new arrangements. Any termination of a joint venture arrangement could cause us to reduce our backlog and could materially and adversely affect our business, results of operations and financial condition.

An inability to obtain bonding could limit the aggregate dollar amount of contracts that we are able to pursue.

As is customary in the construction business, we are required to provide surety bonds to our customers to secure our performance under construction contracts. Our ability to obtain surety bonds primarily depends upon our capitalization, working capital, past performance, management expertise and reputation and certain external factors, including the overall capacity of the surety market. Surety companies consider such factors in relationship to the amount of our backlog and their underwriting standards, which may change from time to time. Events that adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly greater cost. Our inability to obtain adequate bonding would limit the amount that we can bid on new contracts and could have a material adverse effect on our future revenues and business prospects.

We may be unable to identify and contract with qualified Disadvantaged Business Enterprise (“DBE”) contractors to perform as subcontractors.

Certain of our government agency projects contain minimum DBE participation clauses. If we subsequently fail to complete these projects with the minimum DBE participation, we may be held responsible for breach of contract, which may include restrictions on our ability to bid on future projects as well as monetary damages. To the extent we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.

Design-build contracts subject us to the risk of design errors and omissions.

Design-build is increasingly being used as a method of project delivery as it provides the customer with a single point of responsibility for both design and construction. We normally subcontract design responsibility to architectural and engineering firms, although on rare occasions we perform the designs in-house. In the event of a design error or omission by a subcontractor or by us causing damages, there is risk that we, the subcontractor or the respective professional liability insurance or errors and omissions insurance would not be able to absorb the liability. Any liabilities resulting from an asserted design defect with respect to our construction projects may have a material adverse effect on our financial position, results of operations and cash flows.

Our dependence on a limited number of customers could adversely affect our business and results of operations.

Due to the size and nature of our construction contracts, one or a few customers have in the past and may in the future represent a substantial portion of our consolidated revenues and gross profits in any one year or over a period of several consecutive years. For example, in 2014, we had three customers that each accounted for over 10% of our total revenue, for an aggregate of 47.9% of our total revenue. Similarly, our backlog frequently reflects multiple contracts for certain customers; therefore, one customer may comprise a significant percentage of backlog at a certain point in time. The loss of business from any one of such customers could have a material adverse effect on our business or results of operations. Also, a default or delay in payment on a significant scale by a customer could materially adversely affect our business, results of operations, cash flows and financial condition.

Strikes or work stoppages could have a negative impact on our operations and results.

We are party to collective bargaining agreements covering a majority of our craft workforce. Although strikes, work stoppages and other labor disputes have not had a significant impact on our operations or results in the past, such labor actions, or an inability to renew the collective bargaining agreements, could have a significant impact on our operations and results if they occur in the future.

Our dependence on subcontractors and suppliers of materials (including petroleum-based products) could increase our costs and impair our ability to complete contracts on a timely basis or at all, which would adversely affect our profits and cash flow.

We rely on third-party subcontractors to perform some of the work on many of our contracts. We also rely on third-party suppliers to provide most of the materials (including aggregates, cement, asphalt, concrete, steel, pipe, oil and fuel) for our contracts. Even though we will produce aggregates and asphalt at our quarry and processing plant in Madera, California, due to the cost of transportation, we would only use these materials on projects we perform in the surrounding region. As we currently have no projects in this region, we expect to sell substantially all of the materials we produce to other construction contractors and to satisfy our own requirements for aggregates and asphalt through purchases from suppliers.

We generally do not bid on contracts unless we have commitments from suppliers for the materials and subcontractors for certain of the services required to complete the contract and at prices that we have included in our bid (except in some instances for trucking arrangements). Thus, to the extent that we cannot obtain commitments from our suppliers for materials and subcontractors for certain of the services, our ability to bid for contracts may be impaired. In addition, if a supplier or subcontractor is unable to deliver materials or services according to the negotiated terms of a supply/services agreement for any reason, including the deterioration of its financial condition, we may suffer delays and be required to purchase the materials/services from another source at a higher price or incur other unanticipated costs. This may reduce the profit to be realized, or result in a loss, on a contract.

Diesel fuel and other petroleum-based products are utilized to operate the plants and equipment on which we rely to perform our construction contracts. Future increases in the costs of fuel and other petroleum-based products used in our business, particularly if a bid has been submitted for a contract and the costs of such products have been estimated at amounts less than the actual costs thereof, could result in a lower profit, or a loss, on a contract.

Our failure to adequately collect for extra or change order work or recover on claims brought by us against customers or other project participants for additional contract costs could have a negative impact on our liquidity and future operations.

In certain circumstances, we seek to collect or assert claims against customers, engineers, consultants, subcontractors or others involved in a project for additional costs exceeding the contract price or for amounts not included in the original contract price. These situations may occur due to changes in the initial project scope. Our contracts often require us to perform extra or change order work as directed by the customer even if the customer has not agreed in advance on the scope or price of the extra work to be performed. This process may result in disputes over whether the work performed is beyond the scope of the work included in the original project plans and specifications or, if the customer agrees that the work performed qualifies as extra work, the price that the customer is willing to pay for the extra work. These situations also may occur due to other matters, such as delays, which may result in additional costs. Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when and the terms upon which these claims will be fully resolved. These disputes ultimately may not be settled to our satisfaction. When these types of events occur, we use working capital in projects to promptly and fully cover cost overruns pending the resolution of the relevant claims. This period of time may be lengthy for project changes, even when the customer agrees to pay for the extra work, as a result of the customer’s approval process. A failure to recover in these types of situations promptly and fully could have a negative impact on our liquidity and results of operations. In addition, while clients and subcontractors may be obligated to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us.

To the extent that actual recoveries with respect to change orders or amounts subject to contract disputes or claims are less than the estimates used in our financial statements, the amount of any shortfall will reduce our future revenues

and profits, and this could have a material adverse effect on our reported working capital and results of operations. In addition, any delay caused by the extra work may adversely impact the timely scheduling of other project work and our ability to meet specified contract milestone dates.

For example, one of our joint ventures currently is involved in litigation relating to the San Vicente Dam raise project. For more information about these proceedings, see “Business — Legal Proceedings” beginning on page 61.

Our operations are subject to hazards that may cause personal injury or property damage. Failure to maintain safe work sites could subject us to liabilities and possible losses, which may not be covered by insurance.

Construction and maintenance sites, plants and quarries are potentially dangerous workplaces subject to the usual hazards associated with providing construction and related services, and our employees and others are often put in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. Operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage.

On many sites, we are responsible for safety and, accordingly, must implement safety procedures. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our employees or others, as well as expose ourselves to possible litigation. Despite having invested significant resources in safety programs and being recognized as an industry leader, a serious accident may nonetheless occur on one of our worksites. As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects or clients, and could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

We maintain general liability and excess liability insurance, workers’ compensation insurance, auto insurance and other types of insurance all in amounts consistent with our risk of loss and industry practice, but this insurance may not be adequate to cover all losses or liabilities that we may incur in our operations. Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If we were to experience insurance claims or costs above our estimates, we might be required to use working capital to satisfy these claims rather than to maintain or expand our operations. To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation and health claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected.

Unavailability of insurance coverage could have a negative effect on our operations and results.

We maintain insurance coverage as part of our overall risk management strategy and pursuant to requirements to maintain specific coverage that are contained in our financing agreements and in most of our construction contracts. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future, and our inability to obtain such coverage could have an adverse impact on our ability to procure new work, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

From time to time, we are involved in litigation proceedings, potential liability claims and contract disputes which may reduce our profits.

We may be subject to a variety of legal proceedings, liability claims or contract disputes. We engage in engineering and construction activities where design, construction or systems failures can result in substantial injury or damage. In addition, the nature of our business results in customers, subcontractors and suppliers occasionally presenting claims against us for recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are not contractually liable. We have been and may in the future be named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters. In proceedings when it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of these liabilities may exceed our policy limits. In addition, even where insurance is maintained for such exposure, the policies have deductibles resulting in our assuming exposure for a layer of

coverage with respect to any such claims. Any liability not covered by our insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, and reduce our cash available for operations. In other legal proceedings, liability claims or contract disputes, we may be covered by indemnification agreements which may at times be difficult to enforce. Even if enforceable, it may be difficult to recover under these agreements if the indemnitor does not have the ability to financially support the indemnity. Litigation and regulatory proceedings are subject to inherent uncertainties, and unfavorable rulings could occur. If we were to receive an unfavorable ruling in a matter, our business and results of operations could be materially harmed. In addition, litigation and other proceedings may take up management’s time and attention and take away from the time they are able to devote to other matters.

We may incur higher costs to lease, acquire and maintain equipment necessary for our operations, and the market value of our owned equipment may decline.

A significant portion of our contracts is built with our own construction equipment rather than leased or rented equipment. To the extent that we are unable to buy construction equipment necessary for our needs, either due to a lack of available funding or equipment shortages in the marketplace, we may be forced to rent equipment on a short-term basis, which could increase the costs of performing our contracts.

The equipment that we own or lease requires continuous maintenance, for which we maintain our own repair facilities. If we are unable to continue to maintain the equipment in our fleet, we may be forced to obtain third-party repair services, which could increase our costs. In addition, the market value of our equipment may unexpectedly decline at a faster rate than anticipated.

Accounting for our revenues and costs involves significant estimates.

As further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Critical Accounting Policies and Estimates,” accounting for our contract-related revenues and costs, as well as other expenses, requires management to make a variety of significant estimates and assumptions. Although we believe we have sufficient experience and processes to enable us to formulate appropriate assumptions and produce reasonably dependable estimates, these assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit. Such changes could have a material adverse effect on our financial position and results of operations.

The percentage-of-completion method of accounting for contract revenues involved significant estimates which may result in material adjustments, which could result in a charge against our earnings.

We recognize contract revenues using the percentage-of-completion method. Under this method, estimated contract revenues are recognized by applying the percentage of completion of the project for the period to the total estimated revenues for the contract. Estimated contract losses are recognized in full when determined. Total contract revenues and cost estimates are reviewed and revised at a minimum on a quarterly basis as the work progresses and as change orders are approved. Adjustments based upon the percentage of completion are reflected in contract revenues in the period when these estimates are revised. To the extent that these adjustments result in an increase or a reduction in or an elimination of previously reported contract profit, we recognize a credit or a charge against current earnings, as applicable. Such credits or charges could be material and could cause our results to fluctuate materially from period to period.

Accounting for our contract related revenues and costs, as well as other expenses, require management to make a variety of significant estimates and assumptions. Although we believe we have the experience and processes to enable us to formulate appropriate assumptions and produce reasonably dependable estimates, these assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit. Such changes could have a material adverse effect on our financial position and results of operations.

Environmental and other regulatory matters could adversely affect our ability to conduct our business and could require expenditures that could have a material adverse effect on our results of operations and financial condition.

Our operations are subject to various environmental laws and regulations relating to the management, disposal and remediation of hazardous substances, climate change and the emission and discharge of pollutants into the air and

water. We could be held liable for such contamination created not only from our own activities but also from the historical activities of others on our project sites or on properties that we acquire or lease. Our operations are also subject to laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous substances. Violations of such laws and regulations could subject us to substantial fines and penalties, cleanup costs, third-party property damage or personal injury claims. In addition, these laws and regulations have become, and enforcement practices and compliance standards are becoming, increasingly stringent. Moreover, we cannot predict the nature, scope or effect of legislation or regulatory requirements that could be imposed, or how existing or future laws or regulations will be administered or interpreted, with respect to products or activities to which they have not been previously applied. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies, could require us to make substantial expenditures for, among other things, pollution control systems and other equipment that we do not currently possess, or the acquisition or modification of permits applicable to our activities.

Our aggregate quarry in Madera, California could subject us to costs and liabilities. As owner and operator of the quarry, we could be held responsible for any contamination or regulatory violations resulting from activities or operations at the quarry. Any such costs and liabilities could be significant and could materially and adversely affect our business, operating results and financial condition.

Recent healthcare legislation may increase our costs and reduce our future profitability.

In 2012, the United States Supreme Court upheld the majority of the provisions in the Patient Protection and Affordable Care Act (the “Act”). The Act places requirements on employers to provide a minimum level of benefits to employees and assesses penalties on employers if the benefits do not meet the required minimum level or if the cost of coverage to employees exceeds affordability thresholds specified in the Act. The minimum benefits and affordability requirements took effect in 2015. The Act also imposes an excise tax beginning in 2018 on plans whose average cost exceeds specified amounts. Although our initial assessment indicates that the provisions in the Act will not have a material adverse impact to our financial position, results of operations, cash flows and liquidity, it is difficult to predict the financial and operational impacts due to the breadth and complexity of this legislation.

Force majeure events, including natural disasters and terrorists’ actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.

Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate. We often negotiate contract language where we are allowed certain relief from force majeure events in private client contracts and review and attempt to mitigate force majeure events in both public and private client contracts. We remain obligated to perform our services after most extraordinary events subject to relief that may be available pursuant to a force majeure clause. If we are not able to react quickly to force majeure events, our operations may be affected significantly, which would have a negative impact on our financial position, results of operations, cash flows and liquidity.

A change in tax laws or regulations of any federal, state or international jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity.

We continue to assess the impact of various U.S. federal, state and international legislative proposals that could result in a material increase to our U.S. federal, state and/or international taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity.

Our contract backlog is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings.

We cannot guarantee that the revenues projected in our contract backlog will be realized or, if realized, will be profitable. Projects reflected in our contract backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenue and profit we ultimately realize on these projects.

Deterioration of the United States economy could have a material adverse effect on our business, financial condition and results of operations.

To the extent that Congress is unable to lower United States debt substantially, a decrease in federal spending could result, which could negatively impact the ability of government agencies to fund existing or new infrastructure projects. In addition, such actions could have a material adverse effect on the financial markets and economic conditions in the United States as well as throughout the world, which may limit our ability and the ability of our customers to obtain financing and/or could impair our ability to execute our acquisition strategy. Deterioration in general economic activity and infrastructure spending or Congress’ deficit reduction measures could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

Rising inflation and/or interest rates could have an adverse effect on our business, financial condition and results of operations.

Economic factors, including inflation and fluctuations in interest rates, could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

Certain of our principal shareholders will be able to exert substantial influence.

Following this offering, members of our management will beneficially own approximately [•]% of our outstanding shares of common stock ([•]% if the underwriters exercise their overallotment option in full). As a result, they could exert considerable influence over the outcome of any corporate matter submitted to our shareholders for approval, including the election of directors and any transaction that might cause a change in control, such as a merger or acquisition. Any shareholders in favor of a matter that is opposed by members of our management would have to obtain a significant number of votes to overrule their votes. See “Principal and Selling Shareholders.”

We may be required to make significant future contributions to multiemployer pension plans in which we participate.

We participate in various multiemployer pension plans in the United States under union agreements that generally provide defined benefits to employees covered by collective bargaining agreements. Our contributions to multiemployer plans were approximately $4.9 million and $3.7 million for the fiscal years ended December 31, 2013 and 2014, respectively, and $3.7 million for the six months ended June 30, 2015. Absent an applicable exemption, a contributor to a U.S. multiemployer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of the plan’s underfunded vested liability. Funding requirements for benefit obligations of these multiemployer pension plans are subject to certain regulatory requirements, and we may be required to make cash contributions that may be material to one or more of these plans to satisfy certain underfunded benefit obligations. As of June 30, 2015, we recorded no liability for underfunding of multiemployer pension plans in which we participate, as no events triggering our obligation to make contributions for such underfunding were deemed probable to occur.

Failure to remain in compliance with covenants under our debt and credit agreements or service our indebtedness could adversely impact our business.

We have a line of credit for $18,000,000 from a commercial bank, under which we have borrowed $5,700,000 as of June 30, 2015, and we also have certain other outstanding long-term debt obligations in the aggregate amount of approximately $26,683,000 as of June 30, 2015. See Note 12 of the financial statements included in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Activities.” The applicable agreements for our line of credit and other debt obligations include certain debt covenants, including, in the case of the line of credit, certain financial covenants. Our failure to comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the applicable agreements. Under certain circumstances, the occurrence of an event of default under one of these agreements (or the acceleration of the maturity of the indebtedness under one of these agreements) may constitute an event of default under one or more of our other debt agreements. Default under our debt agreements could result in, among other things, our no longer being entitled to borrow under one or more of the agreements, acceleration of the maturity of outstanding indebtedness under the

agreements and/or foreclosure on any collateral securing the obligations under the agreements. If we are unable to service our debt obligations, or if we are unable to comply with our financial or other debt covenants, and our indebtedness becomes immediately due and payable, we could be forced to curtail our operations, reorganize our capital structure (including through bankruptcy proceedings) or liquidate some or all of our assets in a manner that could cause holders of our securities to experience a partial or total loss of their investment in us.

At December 31, 2014, we were not in compliance with the maximum debt-to-tangible-net-worth ratio covenant of 1.50 in the agreement for our line of credit. In May 2015, we obtained a waiver for the non-compliance and the maximum debt-to-tangible-net-worth ratio covenant was increased from 1.50 to 2.50. We were in compliance with the financial covenants required under our line of credit as of June 30, 2015 and we anticipate that we will be able to meet such financial covenants going forward. However, there can be no assurance that we will be able to do so, or that we will be able to obtain waivers should we fail to comply in the future.

We rely on information technology systems to conduct our business, and disruption, failure or security breaches of these systems could adversely affect our business and results of operations.

We rely on information technology, or “IT,” systems in order to achieve our business objectives. We also rely upon industry accepted security measures and technology to securely maintain confidential information maintained on our IT systems. However, our portfolio of hardware and software products, solutions and services and our enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond our control such as catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses, cyber-attacks or other malicious software programs. The failure or disruption of our IT systems to perform as anticipated for any reason could disrupt our business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing inefficiencies, downtime, litigation and the loss of suppliers or customers. A significant disruption or failure could have a material adverse effect on our business operations, financial performance and financial condition.

Because we may have issued equity awards in violation of state securities laws, we may be required to repurchase those securities and incur other costs.

Prior to completing this offering, as a private company, we are entitled to rely on the exemption from registration provided by Rule 701 under the Securities Act for the issuance of shares of our common stock to our employees, officers and directors pursuant to written compensatory benefit plans. In May 2015, in reliance on this exemption, we granted 1,668 shares of our common stock to certain of our officers and employees who were residents of California in payment of bonuses with total approximate value of $1.4 million on the date of grant. The shares will be issued upon the achievement of certain vesting conditions. While the California securities laws contain an exemption from qualification similar to Rule 701, in order to qualify for this exemption, the compensatory benefit plan governing such issuances is required to include certain specified provisions. The plan under which we granted the shares of common stock in May 2015 did not contain the required provisions. Although we subsequently amended the plan to include these provisions, it is possible that the officers and employees participating in the plan could assert that the issuances of the shares of common stock to them violated California securities laws and are subject to rescission. In the event the officers and employees are entitled to, and elect to, rescind such issuances, our aggregate liability for the repurchase of such shares, including statutory interest to date, could be up to $[•] million.

Risks Related to this Offering, the Securities Markets and Ownership of Our Common Stock

Prior to this offering, there has been no public market for our common stock, and we cannot assure you that a market for our common stock will develop or that the market price of shares of our common stock will not decline following the offering.

We cannot assure you that a trading market will develop for our common stock after this offering or, if one develops, that such trading market can be sustained. We have applied to have our common stock listed on the Nasdaq Global Market of The NASDAQ Stock Market, or “Nasdaq,” but we cannot assure you that our application will be approved. In addition, we cannot predict the prices at which our common stock will trade. The initial public offering price for our common stock will be determined through our negotiations with the underwriters based on numerous factors, including the information set forth in this prospectus, our prospects and the prospects of our industry, an assessment of our management, our prospects for future earnings, the general condition of the securities markets,

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies and other factors deemed relevant by the underwriters and us. Neither we nor the underwriters can assure you that the initial public offer price will bear any relationship to the market price at which our common stock may trade after our initial public offering. Shares of companies offered in an initial public offering often trade at a discount to the initial offering price due to underwriting discounts and commissions and related offering expenses.

We have broad discretion as to the use of the net proceeds from this offering and may not use them effectively.

We cannot specify with certainty the particular uses to which we will put the net proceeds from this offering. Our management will have broad discretion in the application of the net proceeds, and we may use these proceeds in ways with which you may disagree or for purposes other than those contemplated at the time of the offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

The market price of our common stock may fluctuate significantly.

The market price and liquidity of the market for shares of our common stock that will prevail in the market after this offering may be higher or lower than the price you pay and may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

• significant volatility in the market price and trading volume of securities of companies in our sector, which is not necessarily related to the operating performance of these companies;

• delays between our capital investments and the generation of revenues from those investments;

• changes in the mix of projects in which we are engaged during any period;

• announcements of new contracts or service offerings by us or our competitors;

• market reaction to any acquisitions, joint ventures or strategic investments announced by us or our competitors;

• changes in regulatory policies or tax guidelines;

• changes or perceived changes in earnings or variations in operating results;

• any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; and

• general economic trends and other external factors.

Investors in this offering will experience immediate dilution upon the closing of the offering.

If you purchase shares of our common stock in this offering, you will experience immediate dilution of $[•] per share because the price that you pay will be greater than the pro forma net asset value per share of the common stock you acquire. This dilution is in large part due to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares. You may experience additional dilution if we issue shares of our common stock under our 2015 Plan or any other equity incentive plan, or we otherwise issue additional shares of our common stock at a price below the initial public offering price. For more information, see “Dilution” beginning on page 29.

If equity research analysts do not publish research or reports about our business, or if they issue unfavorable commentary or downgrade our shares, the price of our shares could decline.

The trading market for our shares will rely in part on the research and reports that equity research analysts publish about us and our business. We do not have control over these analysts, and we do not have commitments from them to write research reports about us. The price of our shares could decline if one or more equity research analysts downgrades our shares, issues other unfavorable commentary, or ceases publishing reports about us or our business.

Future sales of our shares could reduce the market price of our shares.

The price of our shares could decline if there are substantial sales of our common stock, particularly by our directors, our executive officers or their affiliates, or when there is a large number of shares of our common stock available for sale. The perception in the public market that our shareholders might sell our shares could also depress the market price of our shares. Substantially all of our existing shareholders prior to this offering are subject to lock-up agreements with the underwriters that restrict their ability to transfer their shares for at least 180 days after the date of this prospectus. Consequently, upon expiration of the lock-up agreements, an additional [•] of our shares will be eligible for sale in the public market. The market price of our shares may drop significantly when the restrictions on resale by our existing shareholders lapse and these shareholders are able to sell their shares into the market. If this occurs or continues it could impair our ability to raise additional capital through the sale of securities should we desire to do so. See “Shares Eligible for Future Sale” beginning on page 75.

Raising additional capital by issuing securities may cause dilution to our shareholders.

We may need or desire to raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:

• the capital requirements for current and potential projects;

• the extent to which we invest in additional or replacement equipment;

• the extent to which we acquire businesses or enter into joint ventures or other strategic relationships; and

• the costs of financing unanticipated working capital requirements and responding to competitive pressures.

If we raise additional funds by issuing equity or equity-linked securities, we will reduce the percentage ownership of our then-existing shareholders, and the holders of those newly-issued equity or equity-linked securities may have rights, preferences, or privileges senior to those possessed by our then-existing shareholders. Moreover, the existence of a substantial number of additional shares of common stock or other equity or equity-linked securities available for sale in the public market as a result of any such future capital raises could depress the market price of our common stock and impair our ability to conduct subsequent capital raises through the sale of further equity or equity-linked securities. We cannot predict the effect that future sales of our common stock or other equity or equity-linked securities would have on the market price of our common stock.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company whose shares are listed on the Nasdaq Global Market, we will incur accounting, legal and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements of the Securities and Exchange Act of 1934, as amended, or the “Exchange Act.” We also anticipate that we will incur costs associated with corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the SEC, the listing requirements of the Nasdaq Global Market and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, introduce new costs such as investor relations, stock exchange listing fees and shareholder reporting, and will make some activities more time-consuming and costly. Furthermore, compliance with these rules will require a substantial investment of management’s time, and this investment may result in a diversion of management’s time and attention from revenue-generating activities. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, creating additional legal and financial compliance costs and requiring additional investment of management’s time. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to disclosure and

governance practices. In addition, if our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

However, for as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting and other requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We may take advantage of these exemptions from various reporting and other requirements until we are no longer an emerging growth company. We may remain an emerging growth company for up to five years. See “Prospectus Summary — Implications of Being an Emerging Growth Company” beginning on page 5.

Although we previously have paid cash dividends on our common stock, and may declare or pay additional cash dividends prior to the completion of this offering, we do not anticipate paying any cash dividends in the foreseeable future after this offering. Therefore, if our share price does not appreciate, our investors may not gain and could potentially lose on their investment in our shares.

Due to our status as a subchapter S corporation, we previously have paid cash dividends on our common stock, and may declare or pay additional cash dividends prior to the completion of this offering, primarily to fund our shareholders’ tax obligations related to their ownership of our common stock. In connection with this offering, we will elect to convert to a subchapter C corporation and, thereafter, the obligation to pay taxes on our profits will no longer be passed through to our shareholders. After this offering, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our shares will be investors’ sole source of gain for the foreseeable future.

We intend to take advantage of the reduced disclosure requirements applicable to “emerging growth companies,” which may make our common stock less attractive to investors and our trading price more volatile.

The JOBS Act provides that, so long as a company qualifies as an emerging growth company, it will, among other things:

• be required to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

• be exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

• be permitted to provide less extensive disclosure about our executive compensation arrangements;

• be exempt from the requirement to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements; and

• be permitted to use an extended transition period for complying with new or revised accounting standards.

A company may continue to be an emerging growth company for up to five years or such earlier time that it has more than $1.0 billion in annual revenue or more than $700 million in market value of its common equity held by non-affiliates, or it issues more than $1.0 billion of non-convertible debt over a three-year period.

We currently utilize and intend to continue to utilize certain of the exemptions described above for so long as we are an emerging growth company. For instance, we have elected to take advantage of an extended transition period for any new or revised accounting standards that may be issued by the Financial Accounting Standards Board or the SEC, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can delay adoption of the standard until it applies to private companies. This may make a comparison of our financial statements with any other public company that is either not an emerging growth company or is an emerging growth company that has opted out of using the extended transition

period difficult, as different or revised standards may be used. See “Prospectus Summary — Implications of Being an Emerging Growth Company” beginning on page 5.

If some investors find our common stock less attractive as a result of our election to utilize the exemptions provided under the JOBS Act for emerging growth companies, there may be a less active trading market for our common stock and our stock price may be more volatile and could decline.

If, after this offering, we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act as they apply to an emerging growth company that is listed on an exchange for the first time, or if our internal controls over financial reporting are not effective, the reliability of our financial statements may be questioned and our share price may suffer.

After the completion of this offering, we will become subject to Section 404(a) of the Sarbanes-Oxley Act, which requires a company that is subject to the reporting requirements of the U.S. securities laws to conduct a comprehensive evaluation of its and its subsidiaries’ internal controls over financial reporting. To comply with this statute, we will be required to document and test our internal control procedures, and our management will be required to assess and report on the effectiveness of our internal controls over financial reporting. Although we will be required to disclose significant changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first report on the effectiveness of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC.

We will need to prepare for initial compliance with Section 404(a) of the Sarbanes-Oxley Act by testing, assessing and, as necessary, strengthening our system of internal controls. Even after our initial assessment and report, we will need to test, assess and, as necessary, strengthen our internal controls on an annual basis. Furthermore, as our business continues to grow, our internal controls will become more complex and will require significantly more resources and attention to ensure that our internal controls remain effective overall. This process is complicated and time-consuming, and may divert management’s attention from revenue-generating activities. Assuming that we continue to qualify as an emerging growth company for the next five years, we will not be required to comply with Section 404(b) of the Sarbanes-Oxley Act, which requires a registered independent accounting firm to attest to and report on management’s assessment of its internal control over financial reporting, until we file our annual report for 2020 with the SEC. If we become subject to Section 404(b) of the Sarbanes-Oxley Act, we will incur additional expense in order to obtain the required attestation report.

Over the course of testing our internal controls, our management may identify material weaknesses or significant deficiencies, which may not be remedied in a timely manner to meet the deadline imposed by the Sarbanes-Oxley Act. In this regard, we determined that it was necessary to restate our audited consolidated financial statements for the year ended 2014 and our interim unaudited consolidated financial statements for the six months ended June 30, 2014 and 2015 in order to correct errors in the accounting of certain stock-based compensation expense. We believe that these errors were due to a material weakness in our internal control with respect to the preparation of our consolidated financial statements. We plan to remediate this material weakness by retaining additional internal and/or external resources with the requisite experience. However, if we cannot successfully remediate this material weakness and we are unsuccessful in maintaining an effective internal control environment due to this material weakness or other material weaknesses or significant deficiencies that may be identified in the future investor confidence in our financial results may weaken, and our share price may suffer.

Provisions in our charter documents and California law may inhibit a takeover, which could adversely affect the value of our common stock.

Our articles of incorporation and bylaws and California law contain provisions that could delay or prevent a change of control or changes in our management. These provisions will apply even if some of our shareholders consider the offer to be beneficial or favorable. If a change of control or change in management is delayed or prevented, the market price of our common stock could decline. See “Description of Capital Stock” beginning on page 72.

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

We are including the following discussion to inform you of some of the risks and uncertainties that can affect us.

This prospectus contains various statements, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, that are forward looking statements. The forward looking statements may include, but are not limited to, projections and estimates concerning the timing and success of specific projects and our future revenue, income and capital spending. Our forward looking statements are generally accompanied by words such as “may,” “will,” “expect,” “intend,” “estimate,” “project,” “predict,” “believe,” “anticipate,” “potential,” “plan,” “goal” or other words that convey future events or outcomes. The forward looking statements in this prospectus speak only as of the date of this prospectus; we disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to unduly rely on them. We have based these forward looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

• the impact of our fixed price contracts;

• changes in government funding of infrastructure projects;

• our limited geographic diversity;

• the cancellation of government contracts;

• the impact of loss of key management;

• the availability of qualified personnel, joint venture partners and subcontractors;

• adverse weather conditions;

• the timing of awards;

• liabilities under joint venture agreements;

• our inability to obtain bonding;

• our limited number of customers;

• labor relations;

• dependence on subcontractors and suppliers of materials, including petroleum-based products;

• liabilities under environmental laws and other regulatory matters;

• the effect of litigation and contingencies;

• adjustments in our contract backlog;

• the adequacy of sources of liquidity; and

• expectations regarding demand for our services, operating revenues, operating expenses, interest expenses, debt levels, and other matters with regard to outlook.

These and other important factors, including those discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus, may cause our actual results of operations to differ materially from any future results of operations expressed or implied by the forward looking statements contained in this prospectus. Before making a decision to purchase our common stock, you should carefully consider all of the factors identified in this prospectus that could cause actual results to differ from these forward looking statements.

MARKET AND INDUSTRY DATA

This prospectus contains industry, market and competitive position data that are based on industry publications and studies conducted by third parties. The industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This prospectus includes our trademarks, service marks and trade names, such as “Shimmick Construction Company” and our “S” logo. While such marks and trade names are not registered, they are protected under certain applicable intellectual property laws and are the property of Shimmick Construction Company, Inc. and our subsidiaries. Solely for convenience, marks and trade names referred to in this prospectus may appear without the ™ symbol, but such references are not intended to indicate, in any way, that we will not assert our rights to the fullest extent under applicable law.

USE OF PROCEEDS

We estimate that our net proceeds from the sale of [•] shares of our common stock in this offering will be approximately $[•] million (or $[•] million if the underwriters exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and our estimated offering expenses of approximately $[•] (or approximately $[•] million if the underwriters exercise their over-allotment option in full). This estimate assumes a public offering price of $[•] per share, which is the mid-point of the offering price range indicated on the cover of this prospectus. We intend to use the net proceeds of this offering for working capital and other general corporate purposes; however, we do not currently have any specific uses for the net proceeds planned. In the event that any net proceeds are not immediately applied, we may temporarily hold them as cash, deposit them in banks or invest them in cash equivalents or securities.

We will not receive any of the proceeds from any sale of shares of our common stock by the selling shareholders, although we will bear the costs, other than the underwriting discounts and commissions, associated with the sale of these shares.

For additional information, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

DIVIDENDS AND DIVIDEND POLICY

Historically, due to our status as a subchapter S corporation, we have periodically distributed to our shareholders a portion of our prior year’s taxable income. During fiscal years 2013 and 2014 and the six months ended June 30, 2015, we declared and paid distributions of $200,000, $1,350,000 and $2,700,000, respectively, as follows:

Date	Approximate Amount Per Share⁽¹⁾		Total Dividend
April 10, 2013	$	[•]	$	200,000
September 10, 2014	$	[•]	$	750,000
December 10, 2014	$	[•]	$	600,000
January 10, 2015	$	[•]	$	1,700,000
June 10, 2015	$	[•]	$	1,000,000

____________

(1) After giving effect to the [•]-for-1 stock split.

We made such distributions primarily to fund our shareholders’ tax obligations related to their ownership of our common stock. In connection with this offering, we will elect to convert from a subchapter S corporation to a subchapter C corporation. We expect to make additional distributions to our shareholders of approximately $4 million prior to the consummation of this offering to fund their tax obligations through the effective date of such election.

After the consummation of this offering, we do not anticipate that we will declare or pay regular dividends on our common stock in the foreseeable future, as we generally intend to invest any future earnings in the development and growth of our business. Future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and conditions, legal requirements, any contractual obligations or limitations, and other factors that our board of directors deems relevant.

CAPITALIZATION

The following table presents our cash and cash equivalents and capitalization as of June 30, 2015:

• on an actual basis;

• on a pro forma basis to reflect the termination of the redemption rights of the holders of our common stock subject to mandatory redemption upon the closing of this offering and, once the stock split ratio has been determined, the proposed stock split; and

• on a pro forma as adjusted basis, to give further effect to the sale by us of [•] shares of common stock in this offering at an assumed initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this information together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the sections titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of June 30, 2015
	Actual		Pro Forma		Pro Forma As Adjusted⁽¹⁾
	(in thousands, except share and per share data)
Cash and cash equivalents	$	26,645	$	26,645

Long-term debt, net of current portion	$	25,251	$	25,251

Shimmick Construction Company, Inc. shares subject to mandatory redemption		67,515		—

Shimmick Construction Company, Inc. shareholders’ equity:
Common stock, $30 par value, 1,000,000 shares authorized; 82,445 pro forma shares issued and outstanding; [•] pro forma as adjusted shares issued and outstanding, $[•] par value⁽²⁾		—		2,473
Additional paid-in capital		—		65,042
Total Shimmick Construction Company, Inc. shareholders’ equity		—		67,515
Total capitalization	$	92,766	$	92,766

____________

(1) Each $1.00 increase or decrease in the assumed initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, respectively, the amount of cash and cash equivalents, additional paid-in capital, total shareholders’ (deficit) equity and total capitalization by $[•] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase or decrease of 1,000,000 in the number of shares we are offering would increase or decrease, respectively, the amount of cash and cash equivalents, shareholders’ equity and total capitalization by approximately $[•] million, assuming the assumed initial public offering price per share remains the same, and after deducting underwriting discounts and commissions. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

(2) Pro forma and pro forma as adjusted data exclude 6,082 shares of common stock issued in connection with notes receivable from shareholders.

DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the closing of this offering.

Our pro forma net tangible book value of our common stock as of June 30, 2015 was $67.5 million, or $[•] per share, based on the number of shares of our common stock outstanding as of June 30, 2015 and after giving effect to (i) the termination of the redemption rights of the holders of our common stock subject to mandatory redemption upon the closing of this offering and (ii) the [•]-for-1 stock split. Pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of outstanding shares of common stock, excluding 6,082 shares of our common stock issued in connection with notes receivable from shareholders and after giving effect to the termination of the mandatory redemption rights of our shareholders upon the closing of this offering.

After giving effect to the receipt of the net proceeds from our sale of [•] shares of common stock in this offering at an assumed initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2015, would have been $[•] million, or $[•] per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $[•] per share to our existing shareholders and an immediate dilution of $[•] per share to investors purchasing common stock in this offering.

We calculate dilution per share to new investors by subtracting the pro forma net tangible book value per share from the initial public offering price paid by the new investor. The following table illustrates the dilution to new investors on a per share basis:

Assumed initial public offering price per share			$	[•]
Pro forma net tangible book value per share as of June 30, 2015	$	[•]
Increase in pro forma net tangible book value per share attributable to new investors in this offering	$	[•]
Pro forma as adjusted net tangible book value per share after this offering			$	[•]
Dilution in net tangible book value per share to new investors in this offering			$	[•]

Each $1.00 increase (decrease) in the assumed initial public offering price of $[•] would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $[•] per share and the dilution to new investors by $[•] per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) the pro forma as adjusted net tangible book value by $[•] per share and the dilution to new investors by $[•] per share, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions.

If the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, the pro forma as adjusted net tangible book value per share after giving effect to this offering would be $[•] per share, representing an immediate increase to existing shareholders of $[•] per share, and immediate dilution to new investors in this offering of $[•] per share.

The following table summarizes, as of June 30, 2015, on the pro forma as adjusted basis described above:

• the total number of shares of common stock purchased from us by our existing shareholders after giving effect to the [•]-for-1 stock split and by new investors purchasing shares in this offering;

• the total consideration paid to us by our existing shareholders and by new investors purchasing common stock in this offering, assuming an initial public offering price of $[•] per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering; and

• the average price per share paid by existing shareholders and by new investors purchasing shares in this offering.

Shares Purchased

Total Consideration

Average Price

Number

Percent

Amount

Percent

Per Share

Existing shareholders

[•]

New investors

[•]

Total

[•]

100.0

[•]

100.0

[•]

A $1.00 increase (decrease) in the assumed initial public offering price of $[•] per share would increase (decrease) total consideration paid by new investors by $[•] million and increase (decrease) the total consideration paid to us by new investors by [•]%, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, the number of shares held and the percentage of total consideration paid by the existing shareholders after this offering would be reduced to [•]% and [•]%, respectively, and the number of shares held and the percentage of total consideration paid by new investors would increase to [•]% or [•]%, respectively.

The foregoing calculations exclude all shares reserved for future issuance pursuant to our 2015 Plan and assume no shares of common stock subject to mandatory redemption as of June 30, 2015.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth summary selected consolidated financial information as of the dates and for the periods represented, as well as certain pro forma information that gives effect to the termination of the redemption rights of the holders of our common stock subject to mandatory redemption upon the closing of this offering and will give effect to the proposed stock split, once the stock split ratio has been determined.

	Years Ended December 31,						Six Months Ended June 30,
	2013			2014			2014			2015
							(Unaudited)
Contract revenues	$	285,893		$	319,629		$	124,637		$	241,995
Cost of contract revenues		279,942			293,409			114,609			222,864
Gross profit		5,951			26,220			10,028			19,131
General and administrative expenses⁽¹⁾		10,387			15,424			6,656			10,329
Income (loss) from operations		(4,436	)		10,796			3,372			8,802
Equity (loss) in net earnings of affiliates		82			(188	)		(22	)		91
Other income (expense), net
Interest expense		(1,101	)		(1,424	)		(600	)		(665	)
Other		616			(76	)		(411	)		(87	)
Total other expense, net		(485	)		(1,500	)		(1,011	)		(752	)
Net income (loss)⁽²⁾		(4,839	)		9,108			2,339			8,141
Less/add: Net loss (income) attributable to noncontrolling interests		5,899			16			308			(2,439	)
Net income attributable to Shimmick Construction Company, Inc.	$	1,060		$	9,124		$	2,647		$	5,702
EBITDA attributable to Shimmick Construction Company, Inc. – unaudited⁽⁴⁾	$	9,037		$	17,901		$	5,442		$	10,295

Pro forma net income per share attributable to Shimmick Construction Company, Inc. – unaudited⁽³⁾:
Basic				$	81.68		$	26.18		$	40.83
Diluted				$	74.93		$	24.01		$	37.43

Pro forma weighted average shares of common stock – unaudited⁽³⁾:
Basic					82,898			82,901			82,637
Diluted					90,369			90,387			90,132

	As of December 31,				As of June 30, 2015
	2013		2014		Actual		Pro Forma⁽⁵⁾
Consolidated Balance Sheet Data:					(unaudited)
Cash and cash equivalents	$	34,730	$	40,248	$	26,645	$	26,645
Working capital		37,248		43,578		48,736		48,736
Total assets		215,422		236,046		268,876		268,876
Long-term debt, net of current portion		32,924		24,115		25,251		25,251
Shimmick Construction Company, Inc. shares subject to mandatory redemption		57,191		63,063		67,515		—
Shimmick Construction Company, Inc. shareholders’ equity		—		—		—		67,515

____________

(1) Includes stock-based compensation expense of $804,000, $160,000 and $1.2 million recorded in the year ended December 31, 2014 and the six months ended June 30, 2014 and 2015, respectively. See Notes 13 and 14 to our consolidated financial statements for a discussion of stock-based compensation expense recorded.

(4) The term EBITDA is not defined under GAAP. We believe, however, that Company EBITDA is meaningful to our investors to enhance their understanding of our financial performance. We understand that EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report EBITDA. Our calculation of Company EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Company EBITDA cannot be achieved without incurring the costs that the measure excludes. As used in this prospectus, Company EBITDA is defined as net income attributable to Shimmick Construction Company, Inc. plus depreciation and amortization expense, stock-based compensation expense, operating lease expense on construction equipment, interest expense and taxes and other costs. The following table reconciles net income attributable to Shimmick Construction Company, Inc. (the closest GAAP financial measure) to Company EBITDA for the periods presented in this table and elsewhere in this prospectus.

Amounts in thousands	Years Ended December 31,				Six Months Ended June 30,
	2013		2014		2014		2015
Net income attributable to Shimmick Construction Company, Inc.	$	1,060	$	9,124	$	2,647	$	5,702

Adjustments:
Depreciation and amortization		5,991		5,208		1,648		1,240
Stock-based compensation		—		804		160		1,217
Operating lease expense on construction equipment		15		680		34		1,247
Interest expense		1,957		2,085		953		903
Taxes and other		14		—		—		(14	)
EBITDA attributable to Shimmick Construction Company, Inc.	$	9,037	$	17,901	$	5,442	$	10,295

(5) The pro forma column reflects the termination of the redemption rights of the holders of the Company’s common stock subject to mandatory redemption upon the closing of this offering and will reflect the proposed stock split, once the stock split ratio has been determined.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with “Selected Consolidated Financial Data” and our consolidated financial statements and related notes appearing elsewhere in this prospectus. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described under “Cautionary Statements Regarding Forward Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward looking statements.

Overview

We are a leading heavy civil construction company offering general construction, construction management, and design-build services to federal, state, and local public agencies and private customers in California and the Western United States. We possess the in-house capabilities necessary to self-perform nearly all aspects of heavy civil construction — structural, foundations, utilities, mechanical, and electrical — which enables us to compete for large, technical projects and differentiates us from many of our competitors. Since our present executive team assumed leadership in 2001, we and our joint venture partners have been awarded over $5 billion worth of complex critical public infrastructure projects, including bridges, water/wastewater treatment facilities, dams, transit & rail, highways & roadways, ports, and airports. The portion of these projects allocable to us was over $3.4 billion, and the portion of projects being bid in October 2015 allocable to us is over $2.4 billion. Since 2001, we have achieved a revenue compound annual growth rate (CAGR) of approximately 19%. Several long-term trends in our geographic markets, including population growth and the deterioration of existing infrastructure, have resulted in a renewed focus on infrastructure development and funding in California and the Western states. As a result of our growth and this renewed focus, the number and size of contracts in our bidding pipeline has significantly increased. We and our joint venture partners are actively engaged in bidding approximately $4 billion in new projects, and we believe that we are ideally positioned to benefit from increased investment now and in the future.

Within the heavy civil construction industry, we have observed a trend toward larger and more complex infrastructure projects. Since our founding in 1990, our growth has been fueled by the increasing scale and scope of these projects, and we and our joint venture partners have successfully won and performed work on contracts with values ranging up to $800 million. With the proceeds of this offering, we believe that we will have the financial flexibility to pursue an increasing share of these large contracts. For the largest projects, responsibilities and risk are typically shared among multiple contractors, and we believe that we will benefit from our history of partnering with other industry leaders. We have similarly strong relationships with top design firms. As the market continues to move towards larger and more complex projects, we are well-positioned to accelerate our growth.

We see strong demand for our heavy civil construction services into the future. Much of the California and West Coast infrastructure is in need of repair or replacement as it nears the end of its design life. In addition, local populations continue to grow, requiring new infrastructure to support them. We continue to track an expanding list of new bid opportunities. In addition, we are seeing more political will to address the growing infrastructure problems, both at the state and federal level. This is represented in California by the recent passing of a $7.5 billion bond measure to help address the state’s water crisis. Additionally, Governor Brown recently drafted a plan to fund $3.6 billion annually in spending on California’s aging transportation system. On the national level the senate recently passed a six-year transportation funding plan that has the support of President Obama. Finally, there is continuing momentum to bring in private funding to repair and replace outdated infrastructure.

For the six months ended June 30, 2015, our revenue, net income attributable to Shimmick Construction Company, Inc. and Company EBITDA were $242.0 million, $5.7 million and $10.3 million, respectively, representing 94%, 115% and 89% increases over the same periods in 2014. During the twelve months ended December 31, 2014 our revenue, net income attributable to Shimmick Construction Company, Inc. and Company EBITDA were $319.6 million, $9.1 million and $17.9 million, respectively, as compared to $285.9 million, $1.1 million and $9.0 million for the prior year. As of June 30, 2015, our total contract backlog stood at $649.0 million, which we expect to earn primarily in the two years ending June 30, 2017.

Certain Corporate Matters

In connection with this offering, we will convert to a subchapter C corporation. As a result of this conversion, we will record a tax provision (estimated to be in excess of $5 million) to recognize deferred taxes. In addition, prior to the effective date of the registration statement of which this prospectus is a part, we will file our amended and restated articles of incorporation, which will effect, among other things, a [•]-for-1 stock split with respect to our common stock. Furthermore, upon completion of this offering, we will terminate the buy/sell agreement to which all of our shareholders are party. The buy/sell agreement provides for mandatory redemption of the shares of common stock held by our shareholders (each of whom is an officer, director or employee of ours) upon cessation of their service to us. Because our common stock is at present mandatorily redeemable, the carrying value of our shares of common stock and the related retained earnings are treated as a long-term liability on our financial statements under GAAP. Once the buy/sell agreement has been terminated upon completion of the offering, all of the presently outstanding common stock will be treated as shareholders’ equity under GAAP.

JOBS Act

We qualify as an “emerging growth company” pursuant to the JOBS Act. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying companies. As defined in the JOBS Act, a company whose initial public offering of common equity securities occurred after December 8, 2011 and whose annual gross revenues are less than $1.0 billion will, in general, qualify as an “emerging growth company” until the earliest of:

• the last day of the fiscal year following the fifth anniversary of its initial public offering of common equity securities;

• the last day of the fiscal year in which it has annual gross revenue of $1.0 billion or more;

• the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or

• the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as the company (a) has an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (b) has been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months, and (c) has filed at least one annual report pursuant to the Securities Act.

Under this definition, we will be an “emerging growth company” upon completion of this offering and could remain an “emerging growth company” until as late as December 31, 2020. Pursuant to Section 107(b) of the JOBS Act, as an “emerging growth company” we are electing to delay adoption of accounting pronouncements newly issued or revised after April 5, 2012 applicable to public companies until such pronouncements are made applicable to private companies.

As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Key Components of Consolidated Statements of Operations

Contracts Revenue

We generate contracts revenue principally from fixed-price construction contracts under which we deliver large-scale civil construction services to our customers. The terms of our contracts generally range from 1 to 3 years, although they have historically extended to up to 6 years. Revenue from fixed-price contracts is recognized on the percentage of completion method, based upon the proportion of units of production put in place to total estimated units of production for each item of work on a project. Revenue from cost-plus-fee projects are generally recognized as costs are incurred plus fee earned to date. We believe that our extensive experience in large-scale civil construction projects and our internal cost review procedures during the bidding process enable us to reasonably estimate costs and mitigate the risk of cost overruns on fixed price contracts.

We generally invoice customers based on agreed-upon progress achieved, using a schedule of values that breaks down the contract amount into discrete billing items. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as an asset until billable under the contract terms, and billings in excess of costs and estimated earnings on uncompleted contracts are recorded as a liability until the contracts revenue is recognizable.

Cost of Contracts Revenue

Cost of contracts revenue primarily consists of the labor, equipment, material, subcontract, and other job costs in connection with fulfilling the terms of our contracts. Labor costs consist of wages plus taxes, fringe benefits, and insurance. Equipment costs consist of the ownership and operating costs of company-owned assets, in addition to outside-rented equipment. If applicable, job costs include estimated contract losses to be incurred in future periods. Due to the varied nature of our work, and the varied risks associated therewith, contract costs as a percentage of contract revenue will fluctuate in future periods.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel costs for our administrative, estimating, human resources, safety, finance and accounting employees and executives. Also included are non-personnel costs, such as travel-related expenses, legal and other professional fees and other corporate expenses. We expect to incur incremental costs associated with supporting the growth of our business and to meet the increased compliance requirements associated with our transition to and operation as a public company. Those costs include increases in our accounting, human resources, IT and legal personnel, additional consulting, legal and audit fees, insurance costs, board of directors’ compensation and the costs of achieving and maintaining compliance with Section 404 of the Sarbanes-Oxley Act.

Equity (Loss) in Net Earnings of Affiliates

Equity (loss) in net earnings of affiliates includes the earnings or loss of investee entities for which we account for our investment under the equity method of accounting.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest expense incurred in connection with our non-equipment related debt, along with interest, rental, and miscellaneous income.

Net Loss (Income) Attributable to Noncontrolling Interests

Net loss (income) attributable to noncontrolling interests represents our joint venture partners’ share of net income or loss on projects that are fully consolidated in our financial statements.

Company EBITDA

The term EBITDA is not defined under GAAP. We believe, however, that Company EBITDA is meaningful to our investors to enhance their understanding of our financial performance. We understand that EBITDA is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to compare our performance with the performance of other companies that report EBITDA. Our calculation of Company EBITDA, however, may not be comparable to similarly titled measures reported by other companies. When assessing our operating performance, investors and others should not consider this data in isolation or as a substitute for net income calculated in accordance with GAAP. Further, the results presented by Company EBITDA cannot be achieved without incurring the costs that the measure excludes.

Backlog Information

Our contract backlog consists of the remaining unearned revenue on awarded contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts. Once we

have successfully bid on a project and executed a contract to perform the work, we record the value of the contract as backlog. Consequently, backlog is also an important factor we use to monitor our business. The duration of our contracts vary greatly from months to years and our backlog is subject to large increases as large projects are added. Our backlog also does not represent the amount of work that we are currently negotiating or pursuing at any given time. It is also subject to change as backlog can increase or decrease by contract change orders.

Given the multi-year duration of many of our contracts, backlog revenues are expected to be earned over a period that will extend beyond the next year. Many of our contracts contain provisions that allow the contract to be canceled at any time; however, we can generally recover costs incurred and profit earned up to the date of cancellation.

Backlog at December 31, 2014 and June 30, 2015 was $811 million and $649 million, respectively. Of the backlog at June 30, 2015, we expect to recognize approximately $388 million during the twelve months ending June 30, 2016.

Surety Bonding

In connection with our business, we are usually required to provide various types of surety bonds that provide an additional measure of security to our customers for our performance under certain government and private sector contracts. Our ability to obtain surety bonds depends upon our capitalization, working capital, past performance, management expertise and external factors, including the capacity of the overall surety market. Surety companies consider such factors in light of the amount of our backlog that we have currently bonded and their current underwriting standards, which may change from time-to-time. During the year ended December 31, 2014, approximately 85% of our projects, measured by revenue, required us to post a bond. The bonds we provide typically have face amounts ranging from $1 million to in excess of $250 million. As of June 30, 2015, we had approximately $550 million in surety bonds outstanding. We believe that our bonding capacity provides us with a significant competitive advantage relative to many of our competitors with limited bonding capacity.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

	Year Ended December 31,						Six Months Ended June 30,
	2013			2014			2014			2015
	(in thousands)
							(unaudited)
Contract revenues	$	285,893		$	319,629		$	124,637		$	241,995
Cost of contract revenues		279,942			293,409			114,609			222,864
Gross profit		5,951			26,220			10,028			19,131
General and administrative expenses		10,387			15,424			6,656			10,329
Income (loss) from operations		(4,436	)		10,796			3,372			8,802
Equity (loss) in net earnings of affiliates		82			(188	)		(22	)		91
Other income (expense), net
Interest expense		(1,101	)		(1,424	)		(600	)		(665	)
Other		616			(76	)		(411	)		(87	)
Total other expense, net		(485	)		(1,500	)		(1,011	)		(752	)
Net income (loss)		(4,839	)		9,108			2,339			8,141
Less/add: Net loss (income) attributable to non-controlling interests		5,899			16			308			(2,439	)
Net income attributable to Shimmick Construction Company, Inc.	$	1,060		$	9,124		$	2,647		$	5,702

EBITDA attributable to Shimmick Construction Company, Inc.	$	9,037		$	17,901		$	5,442		$	10,295

	Year Ended December 31,				Six Months Ended June 30,
	2013		2014		2014		2015
	(percentage of revenue)
					(unaudited)
Contract revenues	100	%	100	%	100	%	100	%
Cost of contract revenues	98	%	92	%	92	%	92	%
Gross profit	2	%	8	%	8	%	8	%
General and administrative expenses	4	%	5	%	5	%	4	%
Income (loss) from operations	(2	)%	3	%	3	%	4	%
Equity (loss) in net earnings of affiliates	—	%	—	%	—	%	—	%
Other income (expense), net
Interest expense	—	%	—	%	—	%	—	%
Other	—	%	—	%	—	%	—	%
Total other expense, net	—	%	—	%	(1	)%	—	%
Net income (loss)	(2	)%	3	%	2	%	3	%
Less: Net loss (income) attributable to non-controlling interests	2	%	—	%	—	%	(1	)%
Net income attributable to Shimmick Construction Company, Inc.	—	%	3	%	2	%	2	%

EBITDA attributable to Shimmick Construction Company, Inc.	3	%	6	%	4	%	4	%

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2015

Contract Revenues

	Six Months Ended June 30,
	2014		2015		$ Change		% Change
	(unaudited)
Contract revenues	$	124,637	$	241,995	$	117,358	94	%

Contract revenues increased $117 million, or 94%, during the first six months of 2015 compared to the comparable period in 2014. The increase for the first six months was primarily due to an increase in the market demand for our services due to a larger volume of public works projects and an increase in activity on two major design build projects with joint venture partners that moved into the full construction phase in the first six months of 2015.

Gross Profit and Gross Margin

	Six Months Ended June 30,
	2014			2015			$ Change		% Change
	(unaudited)
Gross profit	$	10,028		$	19,131		$	9,103	91	%
Gross margin		8	%		8	%

Gross profit for the six months ended June 30, 2015 increased from the comparable period of the prior year due to the increase in contract revenue. Revisions in contract estimates did not have a significant impact on gross profit or gross margin in either period.

General and Administrative Expenses

	Six Months Ended June 30,
	2014			2015			$ Change		% Change
	(unaudited)
General and administrative expenses	$	6,656		$	10,329		$	3,673	55	%
Percentage of revenue		5	%		4	%

The increase in general and administrative expenses in the six months ended June 30, 2015, was attributable to the growing size of our operations to support our growth. Included were increases in administrative and management labor costs ($1.5 million), discretionary incentive plan accruals ($700,000), legal, accounting and consulting expenses in connection with preparation of our initial public offering ($300,000) and stock-based compensation ($1.0 million). The decrease in general and administrative expenses as a percentage of revenue for the six months ended June 30, 2015, was due to improved leverage of certain fixed costs.

Other Income (Expense)

	Six Months Ended June 30,
	2014			2015			$ Change		% Change
	(unaudited)
Other income (expense)	$	(1,011	)	$	(752	)	$	259	(26	)%
Percentage of revenue		(1	)%		—	%

The decrease in other expense for the six months ended June 30, 2015 was due to a charge recorded in the prior year of approximately $500,000 to write-off certain unidentifiable fixed assets.

Net Loss (Income) Attributable to Noncontrolling Interests

	Six Months Ended June 30,
	2014			2015			$ Change			% Change
	(unaudited)
Net loss (income) attributable to noncontrolling interests	$	308		$	(2,439	)	$	(2,747	)	—	%
Percentage of revenue		—	%		(1	)%

The amount recorded in the six months ended June 30, 2015 was due to the partner interests in profits generated on construction joint venture projects.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2014

Contract Revenues

	Year Ended December 31,
	2013		2014		$ Change		% Change
Contract revenues	$	285,893	$	319,629	$	33,736	12	%

The increase in contract revenues in 2014 was primarily due to an increase in the demand for our services due to a larger market volume of public works projects. This volume increase was due, in part, to projects that were delayed or cancelled during the recent economic recession. We initiated several projects and our project backlog increased significantly in second half of 2013, and several of those projects moved out of the startup or design phase and into full construction in 2014.

Gross Profit and Gross Margin

	Year Ended December 31,
	2013			2014			$ Change		% Change
Gross profit	$	5,951		$	26,220		$	20,269	341	%
Gross margin		2	%		8	%

Gross profit and gross margin increased in the year ended December 31, 2014, primarily due to the increase in revenue ($2.7 million) and to losses incurred on joint venture projects in the prior year ($19.2 million). The majority of the prior year joint venture losses related to one project that incurred significant disruptions, delays and differing site conditions. A portion of these losses ($6.7 million) were shared by joint ventures partners, which is included below as income attributable to noncontrolling interests. See further discussion at “Legal Proceedings.” Also contributing to the gross margin increase was an improvement in the market environment, which in prior years was characterized by numerous competitors bidding aggressively.

General and Administrative Expenses

	Year Ended December 31,
	2013			2014			$ Change		% Change
General and administrative expenses	$	10,387		$	15,424		$	5,037	48	%
Percentage of revenue		4	%		5	%

General and administrative expenses increased in 2014 both in absolute dollars and as a percentage of revenue due primarily to higher incentive compensation and benefit plan contributions ($4.5 million) related to improved company performance and higher professional services ($1.0 million) required to support the higher business volumes. Contributing to the higher incentive compensation was an $804,000 stock-based compensation charge in 2014.

Other Income (Expense)

	Year Ended December 31,
	2013			2014			$ Change			% Change
Other income (expense)	$	(485	)	$	(1,500	)	$	(1,015	)	209	%
Percentage of revenue		—	%		—	%

Other expense increased in 2014 due to higher interest expense generated from a higher average outstanding balance of shareholders notes payable ($336,000) and certain one-time insurance credits in 2013 that did not recur in 2014.

Net Loss (Income) Attributable to Noncontrolling Interests

	Year Ended December 31,
	2013			2014			$ Change		% Change
Net loss (income) attributable to noncontrolling interests	$	5,899		$	16		$	5,883	(99	)%
Percentage of revenue		2	%		—	%

The net loss attributable to noncontrolling interests in 2013 consisted primarily of construction joint venture partner losses related to one project that incurred significant disruptions, delays and differing site conditions ($5.8 million). See further discussion at “Legal Proceedings.”

Quarterly Results of Operations

The following table sets forth our unaudited quarterly consolidated statements of operations data for each of the six quarters ended June 30, 2015. In management’s opinion, the data below have been prepared on the same basis as the audited consolidated financial statements included elsewhere in this prospectus, and reflect all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data. The results of historical periods are not necessarily indicative of the results to be expected for a full year or any future period. The following quarterly financial data should be read in conjunction with our audited financial statements and related notes included elsewhere in this prospectus.

	Three Months Ended
	Mar 31, 2014			Jun 30, 2014			Sep 30, 2014			Dec 31, 2014			Mar 31, 2015		Jun 30, 2015
	(unaudited, in thousands)
Contract revenues	$	56,927		$	67,710		$	94,957		$	100,035		$	114,744	$	127,251
Cost of contract revenues		52,083			62,526			85,449			93,351			107,318		115,546
Gross profit		4,844			5,184			9,508			6,684			7,426		11,705
General and administrative expenses		3,358			3,297			4,422			4,346			4,840		5,503
Income from operations		1,486			1,887			5,086			2,338			2,586		6,202
Equity (loss) in net earnings of affiliates		(13	)		(9	)		(12	)		(154	)		55		36

	Three Months Ended
	Mar 31, 2014			Jun 30, 2014			Sep 30, 2014			Dec 31, 2014			Mar 31, 2015			Jun 30, 2015
	(unaudited, in thousands)
Other income (expense), net
Interest expense		(22	)		(578	)		(399	)		(425	)		(192	)		(473	)
Other		(550	)		139			(511	)		846			(15	)		(58	)
Total other income (expense), net		(572	)		(439	)		(910	)		421			(207	)		(531	)
Net income		901			1,439			4,164			2,605			2,434			5,707
Less/add: Net loss attributable to non-controlling interests		270			38			(465	)		173			32			(2,471	)
Net income attributable to Shimmick Construction Company, Inc.	$	1,171		$	1,477		$	3,699		$	2,778		$	2,466		$	3,236

	Three Months Ended
	Mar 31, 2014		Jun 30, 2014		Sep 30, 2014		Dec 31, 2014		Mar 31, 2015	Jun 30, 2015
	(percentage of revenue)
	(unaudited)
Contract revenues	100	%	100	%	100	%	100	%

Shimmick Construction Company, Inc. S-1