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): November 11, 2004

MEADOW VALLEY CORPORATION

(Exact name of registrant as specified in charter)

Nevada
(State or other jurisdiction of incorporation)

0-25428
(Commission File Number) 88-0328443
(IRS Employer Identification Number)

4411 South 40th Street D-11, Phoenix, AZ
(Address of principal executive offices) 85040
(Zip Code)

Registrant’s telephone number, including area code: (602) 437-5400

Not applicable
(Former name or former address, if changed since last report)

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:

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

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

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 November 11, 2004, Meadow Valley Corporation (the “Company”) issued a press release with respect to its earnings for the nine months and quarter ended September 30, 2004, a copy of which is attached as Exhibit 99.23.

     The information set forth is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, nor shall the information, including the Exhibit, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits. The following exhibit is attached hereto and furnished herewith:

Exhibit
Number	Exhibit Description
99.23	Press Release of Registrant, dated November 11, 2004, its third quarter financial results

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.

	Meadow Valley Corporation
Date: November 11, 2004	By:	/s/ Clint Tryon
		Clint Tryon
		Secretary, Treasurer and Principal Accounting Officer

EX-99.23

Exhibit 99.23

4411 South 40th St., Ste. D11
Phoenix, Arizona 85040

FOR IMMEDIATE RELEASE Telephone: (602) 437-5400
Fax: (602) 437-1681

Investor Contact:	Company Contact:
Neil Berkman Associates	Bradley E. Larson
(310) 277-5162	Chief Executive Officer
info@BerkmanAssociates.com	www.MeadowValley.com

Meadow Valley Reports Third Quarter Results

     PHOENIX, ARIZONA, November 11, 2004 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced financial results for the third quarter and first nine months of 2004.

Third Quarter Results

     For the three months ended September 30, 2004, revenue decreased 1.7% to $42.1 million from $42.8 million for the third quarter of 2003. The net loss for this year’s third quarter was $0.4 million, or $0.12 per diluted share. This compares to a net loss for last year’s third quarter of $0.1 million, or $0.03 per diluted share.

Nine Month Results

     For the nine months ended September 30, 2004, revenue increased 6.8% to $125.0 million from $117.0 million for the first nine months of 2003. Net income for the first nine months of 2004 was $0.05 million, or $0.01 per diluted share. This compares to net income for the first nine months of 2003 of $0.44 million, or $0.12 per diluted share.

Construction Materials Segment

     Revenue from Meadow Valley’s construction materials business increased 47.2% to $16.2 million for this year’s third quarter compared to $11.0 million for the third quarter of 2003. For the first nine months, revenue increased 35.5% to $44.7 million from $33.0 million for the first nine months of 2003. Gross margin was 12.5% for this year’s third quarter and 10.9% for the first nine months, compared to gross margin of 8.2% and 9.4% for the third quarter and first nine months of 2003, respectively.

     “Our Construction Materials segment continued to perform well in the third quarter, posting solid revenue growth and profitability for the period. Unit volume increased by approximately 37.0% for the quarter, reflecting the addition of 10 ready mix trucks to our fleet earlier in the year, and the average unit sales price increased approximately 8.6%, as we were able to pass along to our customers an increase in the cost of cement. During the third quarter we began our plans to improve a site in Southwest Las Vegas to expand our footprint in this core market, and acquired the parcel of land now occupied by our operation in Southeast Phoenix, establishing a permanent location for this facility,” said Bradley E. Larson, chief executive officer.

Construction Services Segment

     Revenue from Meadow Valley’s construction services business declined 18.7% to $25.9 million for this year’s third quarter from $31.8 million for the same period a year ago. For the first nine months, revenue declined 4.4% to $80.3 million from $84.1 million for the first nine months of 2003. Gross margin was negative 4.2% for this year’s third quarter and 0.2% for the first nine months of 2004. This compares to gross margin of 1.6% for the third quarter and 3.0% for the first nine months of 2003, respectively.

(more)

Meadow Valley Reports Third Quarter Results
November 11, 2004
Page Two

     During the third quarter the Company recognized additional losses on a single project in Utah of approximately $2.6 million, which had the effect of reducing gross margin for the construction services segment. Year to date, losses recognized on this project total $3.8 million.

Backlog

     The backlog of heavy construction projects at September 30, 2004 was approximately $103.6 million compared to backlog of approximately $71.7 million at September 30, 2003. Backlog at September 30, 2004 includes approximately $27.0 million of work that is scheduled for completion during 2004.

     “The increase in backlog is an encouraging sign for the future. It is unfortunate that the poor performance of the single project in Utah is masking the solid performance of our other heavy construction projects,” Larson said.

Claims Update

     Larson said that the Company is continuing to pursue its claims on the remaining two projects in New Mexico, as well as the claim involving a project for the Clark County Department of Public Works in Las Vegas. Earlier this year, a partial ruling by a majority of the three-member arbitration panel rejected a significant portion of the Clark County claim that was primarily asserted by a subcontractor. On November 1, 2004 a final ruling by the arbitration panel awarded Meadow Valley approximately $5.46 million, of which $2.1 million is due the Company and the balance is due a subcontractor. Because Clark County may appeal the decision of the arbitration panel, no adjustment was made to the Company’s estimate of the value of the outstanding Clark County claim reported on its balance sheet at September 30, 2004.

About Meadow Valley

     Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the construction industry as both a contractor and a supplier of construction materials. The Company’s construction services segment specializes in structural concrete construction of highway bridges and overpasses, and the paving of highways and airport runways while the Company’s construction materials operations provide concrete, gravel products and asphalt to itself and to other contractors. The Company’s current operations are concentrated in the Las Vegas and Phoenix metropolitan areas.

Forward-Looking Statements

     Certain statements in this release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: changes in demand for the Company’s products and services, product mix, the timing of new orders and contract awards, the impact of competitive products and pricing, excess or shortage of production capacity, and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions. Such forward-looking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

(tables attached)

#3733

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Nine Months Ended						Three Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Revenue:
Construction Services	$	80,320,938		$	84,053,359		$	25,885,201		$	31,824,143
Construction Materials		44,659,716			32,957,202			16,218,601			11,021,958
Total revenue		124,980,654			117,010,561			42,103,802			42,846,101
Cost of revenue:
Construction Services		80,194,016			81,571,237			26,970,562			31,323,580
Construction Materials		39,783,334			29,845,344			14,196,433			10,121,591
Total cost of revenue		119,977,350			111,416,581			41,166,995			41,445,171
Gross profit		5,003,304			5,593,980			936,807			1,400,930
General and administrative expenses		4,686,023			4,981,158			1,593,967			1,870,717
Income (loss) from operations		317,281			612,822			(657,160	)		(469,787	)
Other income (expense):
Interest income		48,038			46,962			2,059			13,311
Interest expense		(259,700	)		(382,622	)		(64,386	)		(120,849	)
Other income (expense)		(28,795	)		433,019			37,769			421,975
		(240,457	)		97,359			(24,558	)		314,437
Income (loss) before income taxes		76,824			710,181			(681,718	)		(155,350	)
Income tax benefit (expense)		(28,809	)		(266,318	)		254,633			58,256
Net income (loss)	$	48,015		$	443,863		$	(427,085	)	$	(97,094	)
Net income (loss) per common share
Basic	$	0.01		$	0.12		$	(0.12	)	$	(0.03	)
Diluted	$	0.01		$	0.12		$	(0.12	)	$	(0.03	)
Weighted average common shares outstanding
Basic		3,601,250			3,590,386			3,601,250			3,601,250
Diluted		3,744,830			3,590,386			3,754,801			3,601,250

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2004			2003
Assets:	(Unaudited)
Current Assets:
Cash and cash equivalents	$	7,028,667		$	4,738,388
Restricted cash		1,710,917			1,844,891
Accounts receivable, net		19,148,415			20,664,022
Claims receivable		—			4,101,898
Prepaid expenses and other		2,941,418			2,196,899
Inventory, net		830,186			1,249,118
Land held for sale		—			264,738
Costs and estimated earnings in excess of billings on uncompleted contracts		667,257			1,463,309
Deferred tax asset		1,253,767			1,243,896
Total Current Assets		33,580,627			37,767,159
Property and equipment, net		17,903,426			13,127,675
Refundable deposits		33,947			94,299
Mineral rights and pit development, net		266,310			309,110
Claims receivable		3,521,080			3,521,080
Total Assets	$	55,305,390		$	54,819,323
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable	$	16,748,914		$	18,646,857
Accrued liabilities		5,724,779			4,563,816
Notes payable		4,489,919			3,512,286
Obligations under capital leases		536,632			878,280
Billings in excess of costs and estimated earnings on uncompleted contracts		4,368,639			4,955,454
Total Current Liabilities		31,868,883			32,556,693
Deferred tax liability		2,643,055			2,604,652
Notes payable, less current portion		8,058,922			6,999,729
Obligations under capital leases, less current portion		1,113,330			1,085,064
Total Liabilities		43,684,190			43,246,138
Commitments and contingencies
Stockholders’ Equity:
Preferred stock — $.001 par value; 1,000,000 shares authorized, none issued and outstanding		—			—
Common stock — $.001 par value; 15,000,000 shares authorized, 3,601,250 issued and outstanding		3,601			3,601
Additional paid-in capital		10,943,569			10,943,569
Capital adjustments		(799,147	)		(799,147	)
Retained earnings		1,473,177			1,425,162
Total Stockholders’ Equity		11,621,200			11,573,185
Total Liabilities and Stockholders’ Equity	$	55,305,390		$	54,819,323