STRL 10-K Annual Report Dec. 31, 2021 | Alphaminr
STERLING CONSTRUCTION CO INC
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STRL 10-K Fiscal year ended Dec. 31, 2021

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STERLING CONSTRUCTION CO INC
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Name: STERLING INFRASTRUCTURE, INC. <br /> CIK: 874238 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/874238/000087423822000044/strl-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessNote 3 - AcquisitionsNote 21 - Segment InformationNote 19 - Concentration Of Risk and Enterprise Wide DisclosuresItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesNote 20 - Related Party TransactionsNote 9 - DebtItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 13 - Income TaxesNote 2 - Basis Of Presentation and Significant Accounting PoliciesNote 4 - Revenue From CustomersItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 7 - Property and EquipmentNote 8 - Goodwill and Other Intangible AssetsNote 15 - Stock Incentive Plan,Note 10 - Financial InstrumentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Equity Purchase Agreement, dated as of August 13, 2019, by and among Greg K. Rogers, Philip P. Travis, as trustee of the Lorin L. Rogers 2018 Trust, Kimberlin Rogers 2018 Trust, Gregory K. Rogers 2018 Trust and Mary K. Rogers 2018 Trust, LK Gregory Construction, Inc., Plateau Excavation, Inc., and DeWitt Excavation, LLC (incorporated by reference to Exhibit 2.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on August 16, 2019 (SEC File No. 1-31993)). 2.2 Stock Purchase Agreement, dated as of December 30, 2021, by and among Michael V. Petillo, in his individual capacity and as the sellers representative, the 2020 Audrey Petillo Family Trust, the Michael V. Petillo Family Trust, Petillo LLC, Petillo NY LLC, Petillo Maryland Incorporated, Petillo NJ Holdings Incorporated, Petillo NY Holdings Incorporated, Petillo MD Holdings Incorporated and Sterling Construction Company, Inc. (incorporated by reference to Exhibit 2.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on January 5, 2022 (SEC File No. 1-31993)). 3.1 Certificate of Incorporation of Sterling Construction Company, Inc. as amended through April 28, 2017 (incorporated by reference to Exhibit 3 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on May 3, 2017 (SEC File No. 1-31993)). 3.2 Amended and Restated Bylaws of Sterling Construction Company, Inc. (incorporated by reference to Exhibit 3.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on March 8, 2018 (SEC file No. 1-31993)). 4.1 Form of Common Stock Certificate of Sterling Construction Company, Inc. (incorporated by reference to Exhibit 4.5 to Sterling Construction Company, Inc.s Form 8-A, filed on January 11, 2006 (SEC File No. 1-31993)). 4.2 Registration Rights Agreement, dated April 3, 2017, by and among Sterling Construction Company, Inc., OCM Sterling NE Holdings, LLC and OCM Sterling E. Holdings, LLC (incorporated by reference to Exhibit 4.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on April 4, 2017 (SEC File No. 1-31993)). 4.3 Form of Warrant, issued April 3, 2017, by Sterling Construction Company, Inc. to OCM Sterling NE Holdings, LLC or OCM Sterling E. Holdings, LLC (incorporated by reference to Exhibit 4.1 to Sterling Construction Company, Inc.s Quarterly Report on Form 10-Q for quarter ended March 31, 2017, filed on May 3, 2017 (SEC File No. 1-31993)). 4.4 Description of Securities Registered Under Section 12 (incorporated by reference to Exhibit 4.4 to Sterling Construction Company, Inc.s Form 10-K filed on March 3, 2020 (SEC File No. 1-31993)). 10.1(1) Sterling Construction Company, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on May 8, 2019 (SEC File No. 1-31993)). 10.2(1) Sterling Construction Company, Inc. Amended and Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Sterling Construction Company, Inc.s Registration Statement on Form S-8, filed on May 5, 2021 (SEC File No. 1-31993)). 10.3.1(1) Standard Non-Employee Director Compensation adopted by the Board of Directors to be effective May 2, 2018 (incorporated by reference to Exhibit 10.1.1 to Sterling Construction Company, Inc.s Quarterly Report on Form 10-Q for quarter ended September 30, 2018, filed November 6, 2018 (SEC File No. 1-31993)). 10.3.2(1) Form of Non-Employee Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.2.2 to Sterling Construction Company, Inc.s Quarterly Report on Form 10-Q for quarter ended March 31, 2018, filed on May 8, 2018 (SEC File No. 1-31993)). 10.4(1) Executive Employment Agreement dated December 12, 2018 between Sterling Construction Company, Inc. and Joseph A. Cutillo (incorporated by reference to Exhibit 10.3 to Sterling Construction Company, Inc.s Form 10-K filed on March 5, 2019 (SEC File No. 1-31993)). 10.5(1) Executive Employment Agreement dated December 12, 2018 between Sterling Construction Company, Inc. and Ronald A. Ballschmiede (incorporated by reference to Exhibit 10.4 to Sterling Construction Company, Inc.s Form 10-K filed on March 5, 2019 (SEC File No. 1-31993)). 10.6(1) Executive Employment Offer dated July 27, 2020 between Sterling Construction Company, Inc. and Mark Wolf (incorporated by reference to Exhibit 10.6.1 to Sterling Construction Company, Inc.s Form 10-K filed on March 5, 2021 (SEC File No. 1-31993)). 10.7(1) Program Description - Stock Repurchase Program (incorporated by reference to Exhibit 10.6.7 to Sterling Construction Company, Inc.s Form 10-K filed on March 5, 2019 (SEC File No. 1-31993)). 10.8(1) Plan Description - Senior Executive Incentive Compensation Plan (adopted 2019) (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.s Quarterly Report on Form 10-Q filed on May 7, 2019 (SEC File No. 1-31993)). 10.9(1) Form of Long-Term Incentive Award Agreement (adopted 2019) (incorporated by reference to Exhibit 10.9 to Sterling Construction Company, Inc.s Form 10-K filed on March 3, 2020 (SEC File No. 1-31993)). 10.10(1) Form of Senior Executive Incentive Compensation Program - Program Description (incorporated by reference to Exhibit 10.3 to Sterling Construction Company, Inc.s Quarterly Report on Form 10-Q filed on August 3, 2021 (SEC File No. 1-31993)). 10.11(1) Form of SEICP Long-Term Incentive Award Agreement (incorporated by reference to Exhibit 10.4 to Sterling Construction Company, Inc.s Quarterly Report on Form 10-Q filed on August 3, 2021 (SEC File No. 1-31993)). 10.12 Credit Agreement, dated as of October 2, 2019, by and among Sterling Construction Company, Inc., the subsidiaries of the Company party thereto as Guarantors, the Lenders party thereto, BMO Harris Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and BMO Capital Markets Corp. and BofA Securities, Inc., as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on October 2, 2019 (SEC File No. 1-31993)). 10.13 First Amendment to Credit Agreement, dated December 2, 2019, by and among Sterling Construction Company, Inc., the subsidiaries of the Company party thereto as Guarantors, the Lenders party thereto and BMO Harris Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.11 to Sterling Construction Company, Inc.s Form 10-K filed on March 3, 2020 (SEC File No. 1-31993)). 10.14 Second Amendment to Credit Agreement, dated June 28, 2021, by and among Sterling Construction Company, Inc., the subsidiaries of the Company party thereto as Guarantors, the Lenders party thereto and BMO Harris Bank N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on June 30, 2021 (SEC File No. 1-31993)). 10.15 Third Amendment to Credit Agreement, dated December 29, 2021, by and among Sterling Construction Company, Inc., the subsidiaries of the Company party thereto as Guarantors, the Lenders party thereto and BMO Harris Bank N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to Sterling Construction Company, Inc.s Current Report on Form 8-K, filed on January 5, 2022 (SEC File No. 1-31993)). 21.1(2) Subsidiaries of the registrant. 23.1(2) Consent of Grant Thornton LLP. 31.1(2) Certification of Joseph A. Cutillo, Chief Executive Officer of Sterling Construction Company, Inc. 31.2(2) Certification of Ronald A. Ballschmiede, Executive Vice President Chief Financial Officer of Sterling Construction Company, Inc. 32.1(3) Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) of Joseph A. Cutillo, Chief Executive Officer of Sterling Construction Company, Inc. 32.2(3) Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) of Ronald A. Ballschmiede, Executive Vice President Chief Financial Officer of Sterling Construction Company, Inc.