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): May 6, 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 May 10, 2010, the Company issued a press release announcing operating results for the first quarter of 2010.  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 5.07                 Submission of Matters to a Vote of Security Holders.

Date of Meeting:                                May 6, 2010
Type of Meeting:                                Annual Meeting of Stockholders
Election of Directors.	For	Against	Abstain	Broker Non-Votes
Donald P. Fusilli, Jr.	13,403,070	466,119	35,948	955,332
Maarten D. Hemsley	13,255,152	614,187	35,798	955,332
Kip L. Wadsworth	13,519,394	350,015	35,728	955,332
Richard O. Schaum	13,603,279	266,060	35,798	955,332
Robert A. Eckels	13,603,243	266,119	35,775	955,332
Ratification of the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for 2010.	14,772,562	52,144	35,753	0

Item 9.01 Financial Statements and Exhibits.

(c)           Exhibits

Exhibit Number	Description
99.1	Press release, dated May 10, 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:  May 10, 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 May 10, 2010 (furnished herewith)

EX-99.1

FOR IMMEDIATE RELEASE

STERLING CONSTRUCTION COMPANY, INC. REPORTS

2010 FIRST QUARTER RESULTS

HOUSTON, TX – May 10, 2010 – Sterling Construction Company, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced results for the first quarter ended March 31, 2010.  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.

$ in millions (except per share data)	3 Months ended 3-31-10			Over (Under) 3-31-09			% Change
Revenues	$	86.2		$	(8.7	)		(9.2	)%
Gross profit	$	8.2		$	(3.6	)		(30.2	)%
Gross margin		9.6	%		(2.9	)%		(23.2	)%
Operating income	$	2.8		$	(5.9	)		(67.8	)%
Net income attributable to common stockholders	$	1.6		$	(4.0	)		(71.4	)%
Diluted net income per share attributable to common stockholders *	$	0.09		$	(0.32	)		(78.0	%)

*Based on 16.5 million weighted-average diluted shares outstanding for the first quarter ended March 31, 2010, which include 2.76 million shares of common stock sold in mid-December 2009, and 13.7 million weighted-average diluted shares outstanding for the first quarter of 2009.

Commenting on the results,  Sterling’s President and Chief Operating Officer Joseph P. Harper, Sr., said, “As was the case through much of 2009 and thus far this year, the bidding climate and competition in our markets remains challenging and we have worked off backlog without fully replacing it.  The decline in consolidated revenues reflects the weakness in our Texas and Nevada markets, partially offset by the inclusion of revenues from our Utah operations acquired in December 2009.  The lower revenues in Texas and Nevada in the first quarter of 2010 were due to our reduction of the number of crews working as a result of the decrease in backlog and to wetter weather than in the first quarter of 2009.”

He continued, “Having worked down a portion of our $648 million year-end backlog and while only picking up $56 million of new contract awards, we closed the first quarter with backlog of $618 million.  Excluding our Utah operations, our backlog at March 31, 2010 was $318 million as compared to $344 million at December 31, 2009 and $385 million at March 31, 2009.”

(more)

Sterling Construction News Release                                                                                                                                       
60;  Page 2

May 10, 2010

James H. Allen, Jr., Sterling’s CFO commented, “The declines in our first quarter 2010 gross profit and gross margin were due to less productivity on contracts-in-progress as a result of fewer crews and wetter weather; differences in the mix in the stage of completion and profitability of contracts during the period and unabsorbed equipment overhead.  Such unabsorbed overhead depressed gross profit by $1.0 million in the 2010 period.  Partially offsetting such overall decline was gross profit earned by our Utah operations.”

Mr. Allen continued, “The percentage decreases in our operating income and net income attributable to common stockholders from 2009 to 2010 were greater than the gross margin decrease primarily because of higher general and administrative expenses which increased by $2.3 million in the 2010 first quarter and were 6.3% of consolidated revenues in that quarter versus 3.4% in the first quarter of 2009.  The higher G&A for the 2010 period was primarily the result of the inclusion of G&A of our newly acquired Utah operations (1.7% of consolidated revenues) and an increase in compensation expense.  We have started to review the Company’s and our Utah operations’ G&A to reduce duplicative costs, but it is too soon after the acquisition to realize substantial savings from our review.   ;The increase in compensation expense in the first quarter of 2010 was due primarily to the hiring of talented project managers, who became available because of market conditions and are necessary to assure our future growth, and the reversal in the first quarter of 2009 of certain bonuses accrued at 2008 year-end that were not subsequently paid.  The reversal of such bonuses in the first quarter of 2009 reduced G&A expenses for that fiscal period as compared to 2010.  G&A expenses do not vary directly with the volume of work performed on contracts.”

Discussing recent infrastructure funding developments, Patrick T. Manning, the Company’s Chairman and Chief Executive Officer, added, “We are heartened that in mid-March, the federal HIRE Act was enacted which extended funding for highway and bridges through December 31, 2010 at SAFETEA-LU levels, transferred $19.5 billion into the highway trust fund and restored the $8.5 billion previously rescinded.  This extension should give the states more short-term visibility on federal funding; however, we, the states and our competitors still await a multi-year bill with adequate funding to enable state Departments of Transportation to proceed with large, two to four-year highway and bridge contracts.  We are, however, unable to predict when or on what terms the federal government might ultimately enact multi-ye ar legislation similar to SAFETEA-LU.”

He continued, “Despite lower levels of transportation and water infrastructure capital expenditures and the protracted recession, we have remained financially strong and profitable due in part to keeping capital expenditures and costs in check.  Expenditures for the replacement of certain equipment and office and shop facilities totaled $1.6 million through the first quarter of 2010, on par with first quarter of 2009.  Since the third quarter of last year, we have cut our workforce in Texas and Nevada by more than 25%.  Nonetheless, based on our first quarter results and current backlog, combined with reduced bidding opportunities, intensified competition and lower margins on new projects, we continue to expect that our full-year 2010 profitability will be fall substantially below full-year 2009 prof itability.”

Mr. Allen noted, “We closed the first quarter with working capital of approximately $107 million, including cash, cash equivalents and short-term investments of $96 million.  At March 31, 2010, we had total assets of $378 million and common stockholders’ equity of $233 million.  Having paid down approximately $10 million of outstanding borrowings in the first quarter, we have approximately $43 million of capacity available under our $75 million credit facility.  Our strong balance sheet and liquidity, expanded skills portfolio following our acquisition of the Utah operations and geographic diversity in regions exhibiting long-term population growth should enable us to resume top and bottom line growth as the economy and infrastructure funding recover.”

(more)

Sterling Construction News Release                                                                                                                                       
60;  Page 3

May 10, 2010

Annual Stockholders’ Meeting

At the Company’s Annual Meeting of Stockholders held on Thursday, May 6th, stockholders re-elected three Class II directors:  Donald P. Fusilli, Jr., Maarten D. Hemsley and Kip L. Wadsworth.

Additionally, Richard O. Schaum, previously Executive Vice President, Product Development at DaimlerChrysler Corporation, was newly elected to the Sterling Board as a Class II director and Robert A. Eckels, previously County Judge of Harris County, Texas, and a partner with the law-firm of Fulbright & Jaworski, was elected to the Board as a Class I director.

Shareholders also ratified the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2010.

Conference Call and Filings

Sterling’s management will hold a conference call to discuss first quarter results and recent corporate developments, at 11:00 am EDT/ 10:00 am CDT today, Monday, May 10, 2010.  The call will be hosted by Patrick Manning, Chairman and Chief Executive Officer, Joseph P. Harper, Sr., President and Chief Operating Officer, and James H. Allen, Jr., Senior Vice President and 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 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 mana gement'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 2010 First Quarter Report on Form 10-Q with the U.S. Securities and Exchange Commission today, May 10, 2010.

Contact:

Sterling Construction Company, Inc.                                                            Investor Relations Counsel

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

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

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

(See Accompanying Tables)

Sterling Construction News Release                                                                                                                                           Page 4

May 10, 2010

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(Unaudited)

	Three months ended March 31,
	2010			2009
Revenues	$	86,157		$	94,866
Cost of revenues		77,908			83,055
Gross profit		8,249			11,811
General and administrative expenses		(5,464	)		(3,214	)
Other income		31			85
Operating income		2,816			8,682
Gain on sale of securities		417			2
Interest income		202			159
Interest expense		(297	)		(58	)
Income before  income taxes and earnings attributable to the non-controlling interests		3,138			8,785
Income tax expense		(858	)		(2,919	)
Net income		2,280			5,866
Less: Net income attributable to the non-controlling interests in earnings of subsidiaries		(728	)		(301	)
Net income attributable to Sterling common stockholders	$	1,552		$	5,565
Net income per share attributable to Sterling common stockholders:
Basic	$	0.10		$	0.42
Diluted	$	0.09		$	0.41
Weighted average number of common  shares outstanding used in computing per share amounts:
Basic		16,087,808			13,188,266
Diluted		16,532,581			13,715,629

Sterling Construction News Release                                                                                                                                       
60;  Page 5

May 10, 2010

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	March 31, 2010		December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	46,867	$	54,406
Short-term investments		48,634		39,319
Contracts receivable, including retainage		72,954		80,283
Costs and estimated earnings in excess of billings on uncompleted contracts		5,654		5,973
Inventories		1,233		1,229
Deferred tax asset, net		161		127
Equity in construction joint ventures		2,671		2,341
Deposits and other current assets		5,875		5,510
Total current assets		184,049		189,188
Property and equipment, net		78,034		80,282
Goodwill		114,745		114,745
Other assets, net		1,583		1,526
Total assets	$	378,411	$	385,741
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,596	$	32,619
Billings in excess of costs and estimated earnings on uncompleted contracts		33,380		31,132
Current maturities of long-term obligations		73		73
Income taxes payable		443		351
Other accrued expenses		10,161		11,135
Total current liabilities		76,653		75,310
Long-term liabilities:
Long-term debt, net of current maturities		30,391		40,409
Deferred tax liability, net		15,741		15,369
Total long-term liabilities		46,132		55,778
Commitments and contingencies
Non-controlling owners' interest in subsidiaries		23,084		23,887
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, 16,092,098 and 16,081,878 shares issued and outstanding		160		160
Additional paid-in capital		198,064		197,898
Retained earnings		34,318		32,708
Total Sterling common stockholders’ equity		232,542		230,766
Total liabilities and stockholders’ equity	$	378,411	$	385,741