SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MEADOW VALLEY CORPORATION

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

583185103

(CUSIP Number of Class of Securities)

CD Capital Management LLC
2 North Riverside Plaza, Suite 720
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 466-3226

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

with copies to:

Greenberg Traurig, LLP
77 West Wacker Drive
Chicago, Illinois 60601
Attention: Peter H. Lieberman, Esq.
Telephone: (312) 456-8400

March 8, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 8 PAGES

CUSIP No. 583185103 SCHEDULE 13D Page 2 of 8 Pages

1.	NAME OF REPORTING PERSON: CD Capital Management LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 31-1816593
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  (b)
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.  SOLE VOTING POWER      257,531(see Item 5)
	8.  SHARED VOTING POWER  -0-(see Item 5)
	9.  SOLE DISPOSITIVE POWER  257,531(see Item 5)
	10. SHARED DISPOSITIVE POWER  -0-(see Item 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	257,531
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.2% OF COMMON STOCK(1)
14.	TYPE OF REPORTING PERSON
	IA, OO

(1) Based on 4,998,416 shares of Common Stock of the Issuer outstanding as of November 9, 2006 according to the Form 10-Q filed by the Issuer on November 14, 2006.

PAGE 2 OF 8 PAGES

CUSIP No. 583185103 SCHEDULE 13D Page 3 of 8 Pages

1.	NAME OF REPORTING PERSON: John D. Ziegelman
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  (b)
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.  SOLE VOTING POWER      257,531 (see Item 5)
	8.  SHARED VOTING POWER  -0-(see Item 5)
	9.  SOLE DISPOSITIVE POWER  257,531(see Item 5)
	10. SHARED DISPOSITIVE POWER   -0-(see Item 5)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	257,531
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.2% OF COMMON STOCK(1)
14.	TYPE OF REPORTING PERSON
	IN

(1) Based on 4,998,416 shares of Common Stock of the Issuer outstanding as of November 9, 2006 according to the Form 10-Q filed by the Issuer on November 14, 2006.

PAGE 3 OF 8 PAGES

SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER

This Statement of Beneficial Ownership on Schedule 13D (this “Schedule 13D”) relates to the common stock, $0.001 par value (the “Common Stock”), of Meadow Valley Corporation, a Nevada corporation (the “Issuer”), having its principal executive offices at 4411 South 40^th Street, Suite D-11, Phoenix, Arizona 85040.

ITEM 2. IDENTITY AND BACKGROUND

(a), (b) and (c) This Schedule 13D is being filed jointly by CD Capital Management LLC, a Delaware limited liability company (“CD Capital”), and John D. Ziegelman (“Mr. Ziegelman” and, together with CD Capital, the “Reporting Persons”).

The manager and sole member of CD Capital is ZPII, L.P., a Delaware limited partnership (“ZP-II LP”). C3 Management Inc., a Delaware corporation (“C3”), is the general partner of ZP-II LP. Mr. Ziegelman is the Chairman of the Board, President and Treasurer and the beneficial owner of 100% of the outstanding common stock of C3, and the President of CD Capital. Maria D. Suh (“Ms. Suh”) is the Secretary of C3.

CD Capital is principally engaged in the business of providing investment management services to various investment funds, including CD Investment Partners Ltd. (“CD Investment”), and managed accounts and of acquiring, holding, voting and disposing of various portfolio securities investments. ZP-II LP’s principal business is serving as manager and sole member of CD Capital. C3’s principal business is serving as general partner of ZP-II. Mr. Ziegelman’s principal occupation is serving as Chairman of the Board, President and Treasurer of C3 and as President of CD Capital. In such capacity, Mr. Ziegelman acts as investment manager of the investment funds and managed accounts to which CD Capital provides investment management services. Mr. Ziegelman also serves as Managing Agent and co-general partner of ZP-LP. Ms. Suh’s principal occupation is serving as Secretary of C3.

The business address of each of CD Capital, ZP-II LP, C3, Mr. Ziegelman and Ms. Suh is 2 North Riverside Plaza, Suite 720, Chicago, Illinois 60606.

(d)and (e) During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in response to this Item 2, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.

(f) Each natural person identified in this Item 2 is a citizen of the United States.

Any disclosures made in this Schedule 13D with respect to the historical financial results, business or operations of the Issuer which are not expressly attributed herein to the beliefs or opinions of the Reporting Persons, are derived entirely from the Issuer’s registrations, reports, statements and public announcements made by the Issuer under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq Marketplace Rules (the “Issuer’s Public Filings”), and the Reporting Persons in quoting from or repeating any information or disclosures made

PAGE 4 OF 8 PAGES

or contained in the Issuer’s Public Filings do not assume any responsibility therefor and have not independently verified the accuracy or completeness thereof.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

All purchases of Common Stock were made in open market transactions with investment funds in accounts under management on behalf of CD Investment, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The total amount of funds expended for such purchases was approximately $2,959,536, which was expended entirely by CD Investment.

ITEM 4. PURPOSE OF TRANSACTION

CD Capital (for the account of CD Investment) made the investment decision to acquire beneficial ownership of the shares of Common Stock because, in its judgment, the Common Stock is undervalued and represents an attractive investment opportunity. CD Capital has continuously managed shares of Common Stock in the account of CD Investment since February 2006.

The Reporting Persons have delivered two letters to Mr. Brad Larson, the Issuer’s President and Chief Executive Officer, dated August 15, 2006 and October 27, 2006 (the “Letters”). Copies of the Letters are incorporated by reference into this Schedule 13D as Exhibits 99.2 and 99.3, respectively, and are hereby incorporated by reference into this Item 4. On March 6, 2007, at the invitation of the Issuer’s Board of Directors following an offer by the Reporting Persons, Mr. Ziegelman and Ross R. Nelson of CD Capital made a presentation to the Board regarding, among other things, the Reporting Persons’ suggested strategies for consideration by the Board to maximize the value of the Common Stock. A copy of the slideshow presented by the Reporting Persons at that meeting (the “Slideshow”) is attached to this Schedule 13D as Exhibit 99.4, and is hereby incorporated by reference into this Item 4. Except to the extent which may be set forth in the Letters or the Slideshow, none of the Reporting Persons has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D.

The Reporting Persons intend to monitor and evaluate the Issuer’s business, financial performance and prospects and their investments in the Issuer on an ongoing basis and to continue to communicate their views to the Issuer. Accordingly, the Reporting Persons reserve the right to propose or take any or all of the actions set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

(a) As of March 14, 2007, the Reporting Persons beneficially owned 257,531 shares of Common Stock, representing approximately 5.2% of the shares of Common Stock outstanding, based upon the 4,998,416 shares of Common Stock reported by the Issuer to be outstanding as of November 9, 2006 in the Issuer’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2006 filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2006 (the “Outstanding Shares”).

The Reporting Persons may be deemed to beneficially own shares of Common Stock as follows:

PAGE 5 OF 8 PAGES

Name of Reporting Person	Number of Shares of Common Stock	Approximate Percentage of Outstanding Shares
Mr. Ziegelman	257,531	5.2	%
CD Capital	257,531	5.2	%

CD Capital is attorney-in-fact with sole power and authority to effect acquisitions, dispositions and voting decisions with respect to CD Investment’s portfolio assets, including 257,531 shares of Common Stock, constituting approximately 5.2% of the Outstanding Shares. Accordingly, by virtue of the foregoing relationship between CD Capital and CD Investment, CD Capital will be deemed to beneficially own an aggregate of 257,531 shares of Common Stock, constituting approximately 5.2% of the Outstanding Shares, consisting of the 257,531 shares of Common Stock held in the account of CD Investment.

ZP-II LP, as the manager and sole member of CD Capital, may be deemed to beneficially own the 257,531 shares of Common Stock which CD Capital will be deemed to beneficially own. C3, as the general partner of ZP-II LP, may be deemed to beneficially own the 257,531 shares of Common Stock which ZP-II LP may be deemed to beneficially own. Mr. Ziegelman, as the Chairman of the Board, President and Treasurer and the beneficial owner of 100% of the outstanding shares of common stock of C3, may be deemed to beneficially own the 257,531 shares of Common Stock which C3 may be deemed to beneficially own.

Except as otherwise expressly set forth herein, the filing of this statement by the Reporting Persons shall not be construed as an admission that either of the Reporting Persons, or any other person or entity named in Item 2, is, for purposes of Section 13(d) or 13(g) of the Exchange Act or any other provision of the Exchange Act, the beneficial owner of any of the shares of Common Stock described in this statement.

(b) CD Capital has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition, of the 257,531 shares of Common Stock held in CD Investment’s account. ZP-II LP, C3 and Mr. Ziegelman may be deemed to share with CD Capital the power to vote or to direct the vote, and the power to dispose or to direct the disposition of such shares of Common Stock.

(c) Schedule A annexed hereto lists all transactions in the Issuer’s Common Stock in the last 60 days by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto.

Reference is made to Items 2 and 5 of this Schedule 13D, which are incorporated by reference herein, for a description of the relationships between CD Capital and CD Investment.

PAGE 6 OF 8 PAGES

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1	Joint Filing Agreement, dated as of October 27, 2006, between CD Capital and Mr. Ziegelman.
Exhibit 99.2	Letter to Issuer, dated as of August 15, 2006 (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on October 27, 2006).
Exhibit 99.3	Letter to Issuer, dated as of October 26, 2006 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on October 27, 2006).
Exhibit 99.4	Slideshow presentation made by the Reporting Persons to the Issuer’s Board of Directors on March 6, 2007.

PAGE 7 OF 8 PAGES

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: March 15, 2007

CD CAPITAL MANAGEMENT LLC
By: ZP II LP, its Managing Member
By: C3 Management Inc., its General Partner
By:	/s/ John D. Ziegelman
Name:	John D. Ziegelman
Title:	President
/s/ John D. Ziegelman
JOHN D. ZIEGELMAN

PAGE 8 of 8

SCHEDULE A

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Person within the last 60 days. All transactions were effectuated in the open market through a broker.

Purchase (Sale) of Shares effected by CD Capital for the account of CD Investment:

Date	Number of Shares Purchased (Sold)	Price Per Share($)	Aggregate Price($)(1)
February 12, 2007	5,000	12.4055	62,027.50
February 14, 2007	4,700	12.4651	58,585.97
February 21, 2007	378	12.2555	4,632.58
February 28, 2007	100	11.8555	1,185.55
March 8, 2007	16,205	12.6707	205,328.69
March 12, 2007	2,700	12.6788	34,232.76
March 13, 2007	100	12.3855	1,238.55
March 14, 2007	500	12.5000	6,250.00

(1) Excludes commissions and other execution-related costs.

EXHIBIT INDEX

Exhibit 99.1	Joint Filing Agreement, dated as of October 27, 2006, between CD Capital and Mr. Ziegelman.
Exhibit 99.2	Letter to Issuer, dated as of August 15, 2006 (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on October 27, 2006).
Exhibit 99.3	Letter to Issuer, dated as of October 26, 2006 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on October 27, 2006).
Exhibit 99.4	Slideshow presentation made by the Reporting Persons to the Issuer’s Board of Directors on March 6, 2007.

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of March, 2007 by and among the undersigned parties (collectively, the “Reporting Persons”).

W I T N E S S E T H:

WHEREAS, the Reporting Persons have each acquired beneficial ownership of shares of common stock, $.001 par value per share (the “Common Stock”), of Meadow Valley Corporation, a Nevada corporation (the “Company”);

WHEREAS, due to the nature of their relationship to one another, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the “Act”); and

WHEREAS, the Reporting Persons desire to jointly file a Schedule 13D with the Securities and Exchange Commission (the “Commission”) to satisfy their obligations pursuant to Section 13(d) of the Act and the regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants herein contained and of other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. In accordance with Rule 13D-1(k)(1) under the Act, each of the parties hereto hereby consents to the filing of, and shall jointly file, or cause to be filed, with the Commission, a Schedule 13D with respect to their investments in the Company in order to satisfy their obligations under Section 13(d) of the Act and the regulations promulgated thereunder. Each Reporting Person is eligible to use the Schedule 13D on which such information is filed.

2. Each of the parties hereto hereby consents to the filing of, and shall jointly file, or cause to be filed with the Commission, any and all subsequent amendments to the Schedule 13D, including, if permitted, the filing of a Schedule 13G, which may hereafter be required to be filed by the Reporting Persons with respect to their investments in the Company in order to satisfy their obligations under Section 13(d) of the Act and the regulations promulgated thereunder.

3. Each Reporting Person will be responsible for the timely filing of the Schedule 13D, and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein. No Reporting Person will be responsible for the completeness or accuracy of the information concerning any other Reporting Person contained in the Schedule 13D or any amendment thereto, except to the extent such Reporting Person knows or has reason to believe that such information is inaccurate.

4. This Agreement may be executed in counterparts, all of which when taken together will constitute one and the same instrument.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

CD CAPITAL MANAGEMENT LLC

By: ZPII L.P., its Managing Member

By: C3 Management Inc., its General Partner

/s/ John D. Ziegelman

Name: John D. Ziegelman

Title: President

/s/ John D. Ziegelman

John D. Ziegelman

EX-99.4

EXHIBIT 99.4

Meadow Valley Corporation

Presentation to:

Board of Directors

March 6, 2007

By:

CD Capital Management LLC

I.    Operational and Market Issues

II.    Corporate Governance Issues

III.    Resulting Valuation Disconnect

IV.   Analysis of Shareholder Base

V.    Potential Strategic Alternatives

VI.   Appendix

Table of Contents

I.Operational and Market Issues

We believe that the following operational and market issues are having   
a significant negative affect on the Company’s Stock Price:

   Small Size of Enterprise

Hampers Company’s Ability to Win New Business and Attract
Institutional Shareholder Base; Lack of Operating Leverage and
Bonding Constraints

Customer Concentration, Volatility in Contracts/Backlog

Lack of Wall Street Sponsorship

   Public Ownership Issues

Sarbanes-Oxley Costs come into effect in 2007 (~$500k - $1 MM)

Float/Liquidity

Agency Risk

I.Operational and Market Issues

Operational Issues

History of Inconsistent Profitability

Low (but improving) Operating Margins

PIPE Financing

Insider Ownership

Only Two Directors Own Stock!

Insider Selling and Lack of Insider Buying

II.Corporate Governance Issues

Recently Enacted Poison Pill (15%)

Staggered Board

No Chairman of the Board

Restrained Communication with Owners

Expertise on Current BOD Limited to Industry

No “ownership” represented on BOD

III.Resulting Valuation Disconnect

Note: Comparable Company Index made up of: GVA, STRL, PCR, MTRX and RMIX.

60

70

80

90

100

110

120

130

2/28/06

3/28/06

4/28/06

5/28/06

6/28/06

7/28/06

8/28/06

9/28/06

10/28/06

11/28/06

12/28/06

1/28/07

2/28/07

Comparable Company Index: 6.0%

MVCO: (17.2%)

Dow Jones Heavy Construction Index: 6.2%

Dow Jones MicroCap Index: 5.9%

III.Resulting Valuation Disconnect

(1) Assumes reported results plus a pro-forma Sarbanes-Oxley expense of $500,000 per year.

(2) Comparable Company Index made up of: GVA, STRL, PCR, MTRX and RMIX.

(3) CD Capital estimate of potential Intrinsic Value; assumes 7.8x – 8.7x EBITDA.

Operating Efficiency

LTM Market Multiples

8.0x

0.6x

N/A

N/A

N/A

N/A

Comparable
Sales (see
Appendix)

10.3x

0.7x

6.9%

5.6%

5.6%

11.2%

Comparable
Company
Index⁽²⁾

5.1x

0.4x

6.8%

3.8%

6.0%

9.8%

MVCO⁽¹⁾

EBITDA

Sales

EBITDA
Margin

Operating
Margin

SG&A as
% of Sales

Gross
Margin

Company

Enterprise Value

Potential
Intrinsic
Value⁽³⁾

$19-$21

0.6-0.7x

8.0-10.3x

IV.Analysis of Shareholder Base

Major Holders of Meadow Valley (MVCO)

As of 12/31/2006

Holder

Shares Held

% Outstanding

Latest Change

Filing Date

North Atlantic Value

400,124

8.01%

50,124

09/06

Kim Lewis

392,000

7.84%

-

04/06

Tontine (Jeffrey Gendell)

344,452

6.89%

-

12/06

Praesidium

327,701

6.56%

(18,600)

12/06

CD Capital (John Ziegelman)

215,100

4.30%

-

10/06

AXA

183,512

3.67%

6,733

12/06

Wellington

169,296

3.39%

46,496

12/06

TCMP3 Partners

148,656

2.97%

P (48,656 prior to PIPE)

11/06

Robert W. Baird

138,975

2.78%

1,200

12/06

Barclays Global Investors

130,622

2.61%

169

12/06

   Top 10 Holders

2,450,438

49.02%

Note: Assumes total basic shares outstanding of 4,998,416. “P” denotes participated in October 2006 PIPE.

IV.Analysis of Shareholder Base

Of the seven insiders (board members and officers), only two own stock:

Brad Larson, CEO, beneficially owns 97,462 shares (758 shares bought in open market
since 1997)

Kenneth Nelson, CAO and Director, beneficially owns 75,918 shares (689 shares bought
in open market since 1997)

Board Members Charles Cowan and Charles Norton have sold out of stock (which was
obtained by options exercise) in January 2007 and December 2006, respectively

Don Patterson, a newly elected board member, has not acquired any stock

Officers David Doty and Alan Terrill own no stock, with Alan Terrill recently selling out
of his holdings in December 2006

Three officers/directors have sold out of their stock positions in the last 2-3 months

Insiders currently own approximately 3.5% of total shares outstanding

V. Potential Strategic Alternatives

A strategic alternatives review does not compel action, it provides potential alternatives for
an untenable situation: the undervaluation of MVCO stock.

    MVCO Management and BOD’s have a number of highly viable options to enhance value for
shareholders:

Option 1: Sell remaining interest in RMX, cure operational and governance issues, use
RMX proceeds to support current bonding needs and to acquire E&C companies to build
scale

Over time, we believe valuation discount ascribed to market and operational issues
should dissipate, bringing stock back into fair value range

Allows Company to become pure-play E&C company, thus opening doors to Wall
Street and Institutional owner communities

Bonding is increased which allows for additional capacity to bid on projects

As scale is achieved, margins should improve

Option 2: Sell remaining interest in RMX, cure operational and governance issues, sell
remaining E&C business

Immediate announcement of such plans should increase share price; and if sale is
successful, maximizes shareholder value in the near term

Acquirer gains/expands presence in Arizona and Nevada markets

Acquirer is beneficiary of strong engineering and construction team, maintaining
and building presence in current markets

Option 3: Hold RMX, cure operational and governance issues, build scale via
bolt-on acquisitions

Over time, we believe valuation discount ascribed to market and
operational issues should contract, but stock would continue to trade a
discount to its peers

Option 4: Hold RMX, cure operational and governance issues, sell entire
business

Price achieved in sale may fall short of intrinsic value

Option 5: Status Quo

?

V. Potential Strategic Alternatives

VI.APPENDIX

Historical Trend Analysis

% of Revenue

LTM

2002

2003

2004

2005

9/30/2006

Revenue

100.0%

100.0%

100.0%

100.0%

100.0%

Cost of Sales

95.0%

95.9%

95.8%

91.7%

90.2%

   Gross Margin

5.0%

4.1%

4.2%

8.3%

9.8%

SG&A

4.4%

4.2%

3.9%

4.7%

5.7%

   Operating Income Margin

0.6%

-0.1%

0.3%

3.5%

4.1%

D&A

1.9%

1.8%

1.9%

2.4%

3.0%

   EBITDA Margin

2.5%

1.7%

2.2%

6.0%

7.1%

% Growth

Revenue

-13.2%

2.0%

8.3%

10.2%

NA

COGS

-15.3%

3.0%

8.2%

5.5%

NA

SG&A

-18.2%

-1.6%

0.2%

33.1%

NA

Operating Income

NM

NM

NM

1324.0%

NA

EBITDA

NM

-31.2%

42.0%

201.1%

NA

Source: Company filings.

VI.APPENDIX

Comparable Company Analysis

Comparable Company Analysis - Meadow Valley Corp.

In millions, except per share data

Stock Price

Market

Enterprise

03/02/07

Cap

Value

Revenue

EBITDA

EPS

GM %

SG&A %

EBITDA

Meadow Valley Corp.

$12.57

$66.1

$66.4

6.8%

43.2%

69.7%

9.8%

5.7%

7.1%

Granite Construction Inc.

$56.86

$2,379.4

$2,011.3

17.2%

1.3%

9.4%

10.0%

6.9%

5.7%

Sterling Construction Co. Inc.

19.16

224.0

209.5

17.8%

22.1%

25.7%

11.9%

4.2%

10.5%

Perini Corp.

34.98

939.7

868.7

30.3%

34.8%

(9.9%)

5.6%

3.2%

2.7%

Matrix Service Co.

16.50

438.1

437.6

19.6%

13.8%

(10.7%)

10.7%

5.2%

6.3%

US Concrete Inc.

$8.02

312.2

603.8

18.6%

20.6%

NM

17.8%

8.4%

9.3%

Max

$56.86

$2,379.4

$2,011.3

30.3%

34.8%

25.7%

17.8%

8.4%

10.5%

Average

27.10

858.7

826.2

20.7%

18.5%

3.6%

11.2%

5.6%

6.9%

Min

8.02

224.0

209.5

17.2%

1.3%

(10.7%)

5.6%

3.2%

2.7%

Meadow Valley Corp.

$12.57

$66.1

$66.4

6.8%

43.2%

69.7%

9.8%

5.7%

7.1%

EPS

Debt /

LTM Profitability

Cash /

LTM

EV/Revenue

EV/EBITDA

P/E

Equity

ROE

ROIC

Share

Meadow Valley Corp.

$0.67

0.4x

4.9x

18.9x

28.6%

19.6%

8.1%

$6.98

Granite Construction Inc.

$2.18

0.7x

11.8x

26.1x

5.0%

12.2%

6.8%

$9.30

Sterling Construction Co. Inc.

1.37

0.8x

8.1x

14.0x

12.6%

23.4%

12.6%

3.84

Perini Corp.

1.54

0.3x

10.8x

22.7x

5.6%

20.7%

15.6%

4.68

Matrix Service Co.

0.65

0.8x

12.7x

25.4x

1.2%

19.3%

15.3%

0.19

US Concrete Inc.

0.49

0.8x

8.2x

16.4x

97.7%

(3.6%)

6.0%

0.35

Max

$2.18

0.8x

12.7x

26.1x

97.7%

23.4%

15.6%

$9.30

Average

1.25

0.7x

10.3x

20.9x

24.4%

14.4%

11.3%

3.67

Min

0.49

0.3x

8.1x

14.0x

1.2%

(3.6%)

6.0%

0.19

Meadow Valley Corp.

$0.67

0.4x

4.9x

18.9x

28.6%

19.6%

8.1%

$6.98

Source: Company filings and CapitalIQ.

3-Year Historical CAGR

LTM Margins / % Revenue

LTM Multiples

VI.APPENDIX

Comparable Sales Analysis

($ in millions)

Enterprise Value / LTM

Acquiror / Target

Target Description

Attitude

Buyer

Consideration

Revenue

EBITDA

EBIT

5/2/06

Tenaska / Infrastrux

Construction in natural gas, electrical and telecom

Friendly

Cash

Strategic

$275

$275

0.7x

5.5x

13.5x

7/20/05

Maire Engineering / Tecnimont SpA

Italian engineering contractor

Friendly

Strategic

Cash

218

218

na

6.9x

na

7/8/05

Veolia Water Systems / Weir Westgarth

Specialist engineering for water treatment systems

48

48

0.6x

na

na

6/29/05

Layne Christensen Company / Reynolds Inc.

Provides design and construction services

Hostile

Strategic

Cash & Stock

112

112

0.6x

6.2x

na

6/21/05

Amec / NNC Holdings

Nuclear consulting and engineering services

Hostile

Strategic

Stock

46

71

0.5x

na

7.0x

4/14/05

Stantec / The Keith Companies

Engineering and consulting services company

Friendly

Strategic

Mix

210

170

1.7x

10.7x

12.2x

12/19/04

Bank of Scotland / Beck & Pollitzer Eng.

UK based engineering company

56

56

0.7x

11.2x

18.6x

10/7/04

Worley / Parsons E&C

Engineering, procurement, and construction mgmt

Hostile

Strategic

Stock

245

245

na

6.9x

7.9x

9/8/04

QinetiQ Ltd. / Foster-Miller Inc.

Engineering and technology development

163

163

1.4x

7.4x

na

6/23/04

Jacobs Engineering / Babtie

Engineering & construction consultancy

Hostile

Strategic

Stock

167

167

0.5x

9.7x

11.4x

12/12/03

CH2M Hill Comp. / Lockwood Greene Eng.

Engineering, procuerment and construction services

Friendly

Strategic

Cash

96

96

0.0x

na

na

10/23/03

Bilfinger Berger / Abigroup

Paved highway construction services

Friendly

Strategic

Cash

147

156

0.3x

7.6x

12.5x

7/17/02

URS Corp. / EG&G Technical Services

Engineering, procuerment and construction services

Friendly

Strategic

Cash

333

498

0.6x

11.4x

11.4x

6/11/02

BAM Groep / Hollandsche Beton Groep

Construction and civil engineering projects

Friendly

Strategic

Cash

686

1,759

0.4x

9.0x

15.9x

1/16/02

Shaw / IT Group

Engineering, construction and remediation services

Friendly

Strategic

Mix

106

799

0.5x

6.1x

7.1x

11/16/01

Insituform Technologies / Kinsel Industries

Construction of water and sewer pipelines

Friendly

Strategic

Mix

80

80

0.8x

na

na

3/12/01

American Capital Strategies / Roy F. Weston

Environmental engineering and infrastructure reorg.

Friendly

Strategic

53

68

0.3x

8.4x

18.2x

10/31/00

Reliant Services / Miller Pipeline

Construction of natural gas and water pipelines

Friendly

Strategic

Cash

68

68

0.9x

na

na

8/29/00

Chicago Bridge & Iron / Pitt-Des Moines

Engineered construction and water storage

Friendly

Strategic

Mix

84

84

0.3x

5.5x

7.4x

7/31/00

Chicago Bridge & Iron / Howe-Baker

Engineering in the hydrocarbon and refinery industries

Friendly

Strategic

Mix

138

144

0.5x

7.2x

5.5x

7/14/00

John Wood Group / Mustang Engineering

Upstream engineer of oil and gas facilities

Friendly

Strategic

Cash

140

140

0.9x

na

na

7/13/00

Vinci SA / Groupe GTM

Construction and civil engineering projects

Friendly

Strategic

Mix

1,680

2,299

0.3x

4.9x

11.6x

7/6/00

Shaw / Stone & Webster

Engineering, procuerment and construction services

Friendly

Strategic

Cash

144

153

0.1x

nm

nm

4/3/00

MBO / GZA GeoEnvironmental

Engineering, construction and remediation services

Friendly

Financial

Cash

29

24

0.3x

5.7x

10.8x

3/24/00

Mactec / Harding Lawson Associates

Infrastructure engineering, consulting & construction

Friendly

Strategic

Cash

62

62

0.4x

5.8x

8.2x

2/24/00

Oldcastle Materials (CRH Plc.) / Shelly Co

Asphalt and paving contractor

Friendly

Strategic

Cash

362

351

1.1x

5.6x

7.6x

2/16/00

AMEC / AGRA

Infrastructure construction, engineering and services

Frien

Value

Friendly

Strategic

Stock

345

397

0.4x

5.9x

8.4x

12/22/99

GPU/MYR Group

Infrastructure construction company

Friendly

Financial

Cash

206

216

0.5x

11.0x

14.4x

7/7/99

Tilbury Douglas / Brandt PLC

Scaffolding construction and industrial services

Friendly

Strategic

Stock

117

161

1.3x

7.5x

12.8x

5/11/99

IT Group / EMCON

Solid waste services, E&C & consulting

Friendly

Strategic

Cash

62

70

0.5x

9.1x

22.1x

5/5/99

URS Corp. / Dames & Moore

Engineering, transportation and construction services

Friendly

Strategic

Cash

298

585

0.6x

8.0x

10.1x

3/8/99

Anteon / Analysis & Technology

Engineering and information technology services

Friendly

Strategic

Cash

108

115

0.7x

8.7x

10.6x

2/2/99

Obrascon Huarte / Construcciones Lain

Public works and building construction

Friendly

Strategic

Stock

315

315

0.4x

7.3x

17.9x

11/5/98

Jacobs Engineering Corp / Sverdrup Corp.

Design and construction of engineering and test fac.

Friendly

Strategic

Cash

229

229

0.2x

na

na

10/28/98

IT Group / Fluor Daniel GTI

Environmental, engineering and remediation services

Friendly

Strategic

Cash

68

64

0.3x

12.2x

34.2x

9/15/98

Carmeuse Lime / Dravo Corp.

Industrial lime production

Friendly

Strategic

Cash

192

263

1.6x

8.6x

13.6x

4/2/98

International Pacific Investments / Downer

Engineering, construction, and mining contractor

Friendly

Strategic

Stock

120

280

0.4x

7.9x

10.2x

1/15/98

IT Group / OHM

Environmental services to industrial customers

Friendly

Strategic

Mix

323

350

0.7x

8.3x

13.4x

10/17/97

ATC Group / Styx Partners / Stairway Cap.

Infrastructure engineering and landfill design services

Friendly

Financial

Cash

98

138

1.0x

10.6x

11.6x

8/19/97

URS Corp. / Woodward Clyde

Engineering and infrastructure project services

Friendly

Strategic

Mix

100

100

0.3x

na

na

3/20/96

CRH / Jack B. Parson

Aggregates, asphalt and paving

Friendly

Strategic

Cash

62

87

0.8x

na

na

MEDIAN

$138

$156

0.5x

7.6x

11.6x

MEAN

$205

$285

0.6x

8.0x

12.6x

MVCO

$66

$66

0.4x

4.9x

8.6x

Ann. Date

Equity Value

Enterprise