8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2010

STERLING CONSTRUCTION COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31993		25-1655321
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
20810 Fernbush Lane Houston, Texas		77073
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (281) 821-9091

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 142-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                 Results of Operations and Financial Condition.

On March 15, 2010, the Company issued a press release announcing operating results for its fourth quarter and year ended December 31, 2009.  A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the press release shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934 or otherwise subject to the liabilities of that section, and such information and exhibit shall not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934 or under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c)           Exhibits

Exhibit Number	Description
99.1	Press release, dated March 15, 2010 (furnished herewith)

* * * * *

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  March 15, 2010                                                                           Sterling Construction Company, Inc.

/s/ Roger M. Barzun

Roger M. Barzun

Senior Vice President

____________________________

Exhibit Index

Exhibit Number	Description
99.1	Press release, dated March 15, 2010 (furnished herewith)

EX-99.1

FOR IMMEDIATE RELEASE

STERLING CONSTRUCTION COMPANY, INC. REPORTS

2009 FOURTH QUARTER AND YEAR-END RESULTS

HOUSTON, TX – March 15, 2010 – Sterling Construction Company, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced results for the fourth quarter and year ended December 31, 2009.  Sterling has consolidated the results of operations of its latest acquisition, Utah-based Ralph L. Wadsworth Construction Company, LLC (“RLW”) since December 3, 2009, the effective date of the acquisition.  Share and per-share calculations for the 2009 periods reflect the completion of an offering of 2.76 million shares of common stock in mid-December 2009.

$ in millions (except per share data)	3 Months ended 12-31-09			Over (Under) 12-31-08			% Change			Year ended 12-31-09			Over (Under) 12-31-08			% Change
Revenues	$	71.7		$	(37.6	)		(34.4	)%	$	390.8		$	(24.2	)		(5.8	)%
Gross profit	$	7.4		$	(2.2	)		(22.9	)%	$	54.4		$	12.4			29.5	%
Gross margin		10.3	%		1.5	%		17.1	%		13.9	%		3.8	%		37.6	%
Operating income	$	1.1		$	(4.7	)		(81.0	)%	$	37.5		$	9.3			33.2	%
Net income attributable to common stockholders	$	0.8		$	(3.0	)		(79.0	)%	$	23.7		$	5.6			31.2	%
Diluted net income per share attributable to common stockholders *	$	0.03		$	(0.25	)		(89.3	)%	$	1.71		$	0.39			29.5	%

*Based on 14.2 million and 13.9 million weighted-average diluted shares outstanding for the fourth quarter and year ended December 31, 2009, respectively.

Commenting on the results, Joe Harper, Sr., Sterling’s President and Chief Operating Officer, said, “We are pleased with the profitability attained for the year as a whole, as well as the other major accomplishments of 2009, especially the acquisition of RLW.  Through this acquisition, we have broadened Sterling’s geographical reach into one of the fastest growing states in the nation.  Even more importantly, we have added RLW’s significant experience in obtaining and profitably executing “design-build” and “CM/GC” (construction manager/general contractor) projects to our service portfolio.  These design-build and CM/GC project delivery methods are increasingly being used by public sector customers as alternatives to the traditional fixed unit price, low bid process.”

Sterling Construction News Release                                                                                                                                Page 2

March 15, 2010

He continued, “The value of RLW's expertise became immediately apparent in December after the acquisition, when, as previously announced, a joint venture in which RLW is a 12.5% venture partner, was selected by the Utah Department of Transportation (“UDOT) as the team with the best fixed-price, best-design proposal for the expansion of the I-15 Corridor Reconstruction project.  We anticipate that RLW’s share of the venture’s revenues will approximate $137.5 million.  We look forward to incorporating design-build capabilities along with RLW’s expertise in accelerated bridge construction methods, into our operations in Texas and Nevada, which should allow us to better serve our traditional customers and position us for future growth.”

Mr. Harper continued, “We closed the fourth quarter of 2009 with a record backlog of approximately $647 million, including $303 million attributable to RLW.  Excluding RLW, our backlog was $344 million as compared to backlog of $448 million at December 31, 2008.  Various factors, including the recession, competition and uncertainty about federal and state funding, have adversely affected the levels of transportation and water infrastructure capital expenditures in our markets.  This has reduced bidding opportunities to replace backlog and reduced the margins we have bid on new projects.  Assuming that these factors continue to affect infrastructure spending in our markets in the near term, and taking into account the backlog we had at December 31, 2009 and the lower anticipated margin bid on some 2010 projects that we have recently been awarded and expect to start work on in 2010, we currently anticipate that our net income and diluted earnings per common share for 2010 will be substantially below the results we achieved for 2009.”

Pat Manning, Sterling’s Chairman and Chief Executive Officer added, “Our markets are clearly problematic in terms of the bidding climate and competition.  While we have bid on jobs at lower than historical margins, in certain instances, our competitors have bid at levels below our break-even pricing, apparently in an effort to replenish their backlog.  The weakness in our fourth quarter revenues was due in part to increased competition and in part to the number of rain days in Texas in the fourth quarter.  In fact, fourth quarter revenues in Texas were the lowest we have had in that market since the first quarter of 2005.  Besides the weakness in our fourth quarter revenues, operating income and net income and diluted net income per share attributable to common stockholders for that quarter and the year were adversely affected by $1.2 million of expenses related to the acquisition of RLW and a provision for loss of $1.0 million on a lawsuit.”

Mr. Manning noted, “Budgeted or proposed contract awards for construction of highways and bridges in 2010 are approximately $3.8 billion by the Texas Department of Transportation, up from $3.5 billion in 2009; approximately $600 million by the Utah Department of Transportation, down from approximately $700 million in 2009; and between $300 and $400 million by the Nevada Department of Transportation, approximating 2009 levels.  With regard to municipal infrastructure project budgets, it appears that contract awards will increase in San Antonio in 2010 versus 2009 but decline modestly in Houston.”

Sterling Construction News Release                                                                                                                                Page 3

March 15, 2010

Discussing the outlook for 2010, Mr. Manning continued, “While budgeted and proposed contract awards in our markets in 2010 generally approximate those in 2009, the lack of visibility in the renewal or extension of federal highway appropriations may cause state and local governmental units to slow or defer spending on transportation and water infrastructure.  Also, as we have indicated, the recession and uncertainty over federal funding and resultant possible lower levels of transportation and water infrastructure capital expenditures in our markets have resulted in increased competition making our ability to replace backlog at acceptable margins more difficult.  While timing remains uncertain, we believe that our markets and funding sources will ultimately recover and we look forward to a resumption of growth in our revenues, backlog and net income.  We believe that our sound financial condition, geographic diversity, expanding skill set and management experience are enabling us to weather current market conditions.”

Jim Allen, Sterling’s CFO, noted, “The $46.8 million of net proceeds from the December 2009 common stock offering replenished, for the most part, the cash and short-term investments used to acquire our 80% interest in RLW in 2009.  We closed the year with working capital of approximately $113.9 million, including cash, cash equivalents and short-term investments of $93.7 million.  At year-end, we had total assets of $385.7 million, common stockholders’ equity of $230.8 million, and approximately $33.2 million of borrowing capacity available under our $75 million credit facility.  Continuing our policy of keeping capital expenditures to a minimum, only $5.3 million was invested in the replacement of equipment and the expansion of our office and shop facilities in 2009 compared to $19.9 million in 2008 and $26.3 million in 2007.”

Annual Stockholders’ Meeting

The Company announced that its Annual Meeting of Stockholders will be held at its headquarters, 20810 Fernbush Lane in Houston, Texas  77073, on Thursday, May 6, 2010 at 9:00 a.m. Central Time.  The record date for the Annual Meeting was March 8, 2010.

Conference Call and Filings

Sterling’s management will hold a conference call to discuss fourth quarter and year-end results and recent corporate developments, at 11:00 am ET/ 10:00 am CT today, Monday, March 15, 2010.  The call will be hosted by Patrick Manning, Chairman and Chief Executive Officer, Joe Harper, Sr., President and Chief Operating Officer, and James H. Allen, Jr., Chief Financial Officer.  Interested parties may participate in the call by dialing 706-679-0858 ten minutes before the conference is scheduled to begin, and asking for the Sterling Construction call.

To listen to a simultaneous webcast of the call, please go to the Company’s website at www.sterlingconstructionco.com at least 15 minutes early to download and install any necessary audio software.  If you are unable to listen live, the conference call webcast will be archived on the Company’s website for 30 days.  We suggest listeners use Microsoft Explorer as their web browser.

Sterling Construction News Release                                                                                                                                Page 4

March 15, 2010

Sterling is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure in large and growing markets in Texas, Nevada and Utah. Its transportation infrastructure projects include highways, roads, bridges and light rail, and its water infrastructure projects include water, wastewater and storm drainage systems.

This press release includes certain statements that fall within the definition of "forward-looking statements" under the Private Securities Litigation Reform Act of 1995.  Any such statements are subject to risks and uncertainties, including overall economic and market conditions, competitors' and customers' actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company's filings with the Securities and Exchange Commission.  Accordingly, such statements should be considered in light of these risks.  Any prediction by the Company is only a statement of management's belief at the time the prediction is made.  There can be no assurance that any prediction once made will continue thereafter to reflect management's belief, and the Company does not undertake to update publicly its predictions, whether as a result of new information, future events or otherwise.

The Company will file its 2009 Annual Report on Form 10-K with the U.S. Securities and Exchange Commission today, March 15, 2010.

Contact:

Sterling Construction Company, Inc.                                                                                  Investor Relations Counsel

James H. Allen, Jr., CFO                                                                                                        The Equity Group Inc.

Joseph P. Harper, Sr., Pres. & COO                                                                                     Linda Latman 212-836-9609

281-821-9091                                                                                                                            Lena Cati  212-836-9611

(See Accompanying Tables)

Sterling Construction News ReleasePage 5

March 15, 2010

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except share and per share data)

	Fourth quarter ended December 31,						Twelve months ended December 31,
	2009			2008			2009			2008
Revenues	$	71,677		$	109,272		$	390,847		$	415,074
Cost of revenues		64,240			99,713			336,478			373,102
Gross Profit		7,437			9,559			54,369			41,972
General and administrative expenses		(4,435	)		(3,673	)		(14,971	)		(13,763	)
Direct cost of acquisition		(1,211	)		--			(1,211	)		--
Provision for loss on lawsuit		(1,000	)		--			(1,000	)		--
Other income (expense)		300			(40	)		270			(81	)
Operating income		1,091			5,846			37,457			28,128
Interest income (expense)		86			484			338			871
Income before income taxes and earnings    attributable to non-controlling interests		1,177			6,330			37,795			28,999
Income tax expense:		(113	)		(2,409	)		(12,267	)		(10,025	)
Net income		1,064			3,921			25,528			18,974
Non-controlling interest in earnings of subsidiaries		(302	)		(90	)		(1,824	)		(908	)
Net income attributable to Sterling common stockholders	$	762		$	3,831		$	23,704		$	18,066
Net income per share attributable toSterling common stockholders:
Basic	$	0.04		$	0.29		$	1.77		$	1.38
Diluted	$	0.03		$	0.28		$	1.71		$	1.32
Weighted average number of commonshares outstanding used incomputing per share amounts:
Basic		13,748,765			13,174,913			13,358,903			13,119,987
Diluted		14,236,561			13,636,919			13,855,709			13,702,488

Sterling Construction News ReleasePage 6

March 15, 2010

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2009 and 2008

(Amounts in thousands, except share and per share data)

	2009		2008
ASSETS
Current assets:
Cash and cash equivalents	$	54,406	$	55,305
Short-term investments		39,319		24,379
Contracts receivable, including retainage		80,283		60,582
Costs and estimated earnings in excess of billings on   uncompleted contacts		5,973		7,508
Inventories		1,229		1,041
Deferred tax asset, net		127		1,203
Equity in construction joint ventures		2,341		--
Deposits and other current assets		5,510		2,704
Total current assets		189,188		152,722
Property and equipment, net		80,282		77,993
Goodwill		114,745		57,232
Other assets, net		1,526		1,668
Total assets	$	385,741	$	289,615
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,619	$	26,111
Billings in excess of costs and estimated earnings on uncompleted contracts		31,132		23,127
Current maturities of long-term debt		73		73
Income taxes payable		351		547
Other accrued expenses		11,135		7,741
Total current liabilities		75,310		57,599
Long-term liabilities:
Long-term debt, net of current maturities		40,409		55,483
Deferred tax liability, net		15,369		11,117
		55,778		66,600
Commitments and contingencies
Non-controlling owners’ interests in subsidiaries		23,887		6,300
Stockholders’ equity:
Preferred stock, par value $0.01 per share; authorized
1,000,000 shares, none issued		-		--
Common stock, par value $0.01 per share; authorized
19,000,000 shares, 16,081,878 and 13,184,638  shares issuedand outstanding		160		131
Additional paid in capital		197,898		150,223
Retained earnings		32,708		8,762
Total Sterling common stockholders’ equity		230,766		159,116
Total liabilities and stockholders’ equity	$	385,741	$	289,615