8-K

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):
February 27, 2004

Commission File Number 0-25428

MEADOW VALLEY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	88-0328443
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
4411 South 40th Street, Suite D-11, Phoenix, AZ	85040
(Address of principal executive offices)	(Zip Code)

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

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 9. Regulation FD Disclosure (including Disclosure of Results of Operations and Financial Condition provided under Item 12).
SIGNATURES
Exhibit 99.20

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.20                     Press Release dated February 27, 2004

Item 9. Regulation FD Disclosure (including Disclosure of Results of Operations and Financial Condition provided under Item 12).

     The information in this report is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Disclosure of Results of Operations and Financial Condition.”

     On February 27, 2004, Meadow Valley Corporation issued a press release announcing its financial results for the fiscal quarter ended and year ended December 31, 2003. A copy of the press release is attached hereto as Exhibit 99.20 and hereby incorporated by reference. The information in this Form 8-K is being furnished under Item 9 and Item 12 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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

	MEADOW VALLEY CORPORATION
	(Registrant)
	/s/ Clint Tryon
	Clint Tryon Secretary, Treasurer and Principal Accounting Officer
Dated: March 1, 2004

EX-99.20

Exhibit 99.20

Meadow Valley Reports Fourth Quarter and 2003 Results

     PHOENIX, ARIZONA, February 27, 2004 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced its financial results for the fourth quarter and year ended December 31, 2003.

Fourth Quarter Results

     For the three months ended December 31, 2003, revenue increased to $37.1 million from $36.5 million for the fourth quarter of 2002. The net loss for the fourth quarter of 2003 was $0.32 million, or $0.09 per diluted share. This compares to net income of $0.28 million, or $0.08 per diluted share, for the same period a year earlier.

Full Year Results

     For 2003, revenue increased to $154.1 million. Gross margin was 4.1%. Net income was $0.12 million, or $0.03 per diluted share. For 2002, revenue was $151.0 million. Gross margin was 5.0%. Net income was $0.74 million, or $0.21 per diluted share.

     Revenue from Meadow Valley’s construction materials business increased 19.5% to $44.0 million for 2003 compared to $36.8 million for 2002. Gross margin in this segment was 9.3% compared to 10.6% for the prior year. “We are pleased by the continued rapid growth of our construction materials business, although profitability in 2003 was reduced by continued price competition in a challenging economic environment,” said Bradley E. Larson, chief executive officer.

     Revenue from the Company’s construction services business decreased 3.6% to $110.1 million for 2003 from $114.2 million for 2002. Gross margin in this segment was 2.0% compared to 3.2% for 2002. “Our construction services business was impacted in 2003 by a loss of approximately $2.5 million on a single poorly performing construction project in Utah. All estimated losses associated with this project, scheduled for completion by the end of 2004, have been included in our 2003 financial results,” Larson said.

Backlog

     The backlog of heavy construction projects at December 31, 2003 increased to $70.6 million compared to $68.7 million at December 31, 2002.

(more)

Meadow Valley Reports Fourth Quarter and 2003 Results
February 27, 2004
Page Two

Claims Update

     At December 31, 2003, Meadow Valley reported total claims receivable of $7.6 million for revenue booked in advance of receipt on previously announced claims totaling $46.6 million. These are for claims that the Company has filed against the New Mexico State Highway and Transportation Department (NMSHTD) and the Clark County Department of Public Works for payments due Meadow Valley and other parties related to heavy construction projects completed in New Mexico and Las Vegas. The Company’s portion of the claims totals approximately $30.0 million.

     In January 2004, the Company announced that it reached a $7 million settlement with the NMSHTD for payments due to Meadow Valley on three of the five disputed heavy construction projects completed in New Mexico. Meadow Valley received full payment of the settlement amount from NMSHTD in February 2004.

     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. These claims were originally filed in 2001.

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, Phoenix, and Salt Lake City 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)

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MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2003			2002			2003			2002
	(unaudited)						(unaudited)
Revenue:
Construction Services	$	26,066,189		$	26,385,388		$	110,119,548		$	114,245,704
Construction Materials		11,030,115			10,157,436			43,987,317			36,801,564
Total revenue		37,096,304			36,542,824			154,106,865			151,047,268
Cost of revenue:
Construction Services		26,311,992			25,210,872			107,883,229			110,603,682
Construction Materials		10,034,674			9,039,808			39,880,018			32,911,989
Total cost of revenue		36,346,666			34,250,680			147,763,247			143,515,671
Gross profit		749,638			2,292,144			6,343,618			7,531,597
General and administrative expenses		1,513,127			2,239,390			6,494,285			6,598,940
Income (loss) from operations		(763,489	)		52,754			(150,667	)		932,657
Other income (expense):
Interest income		11,660			56,632			58,622			156,836
Interest expense		(106,495	)		(111,643	)		(489,117	)		(441,585	)
Other income		310,524			212,839			743,543			288,862
		215,689			157,828			313,048			4,113
Income (loss) before income taxes		(547,800	)		210,582			162,381			936,770
Income tax benefit (expense)		224,675			73,691			(41,643	)		(198,629	)
Net income (loss)	$	(323,125	)	$	284,273		$	120,738		$	738,141
Net income (loss) per common share:
Basic	$	(0.09	)	$	0.08		$	0.03		$	0.21
Diluted	$	(0.09	)	$	0.08		$	0.03		$	0.21
Weighted average common shares outstanding:
Basic		3,601,250			3,559,938			3,593,102			3,559,938
Diluted		3,625,878			3,559,938			3,599,259			3,559,938

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2003			2002
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	4,738,388		$	3,289,535
Restricted cash		1,844,891			1,681,361
Accounts receivable, net		20,664,022			21,203,373
Claims receivable		4,101,898			387,878
Prepaid expenses and other		2,196,899			1,573,614
Inventory, net		1,249,118			2,103,100
Land held for sale		264,738			711,531
Costs and estimated earnings in excess of billings on uncompleted contracts		1,463,309			1,543,061
Total Current Assets		36,523,263			32,493,453
Property and equipment, net		13,127,675			14,555,646
Refundable deposits		94,299			50,604
Mineral rights and pit development, net		309,110			445,063
Claims receivable		3,521,080			7,961,107
Other assets		—			32,223
Total Assets	$	53,575,427		$	55,538,096
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable	$	18,646,857		$	19,912,516
Accrued liabilities		4,563,816			3,697,111
Notes payable		3,512,286			3,424,209
Obligations under capital leases		878,280			921,306
Billings in excess of costs and estimated earnings on uncompleted contracts		4,955,454			3,733,152
Total Current Liabilities		32,556,693			31,688,294
Deferred tax liability		1,360,756			1,265,045
Notes payable, less current portion		6,999,729			9,256,598
Obligations under capital leases, less current portion		1,085,064			1,875,712
Total Liabilities		42,002,242			44,085,649
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 and 3,559,938 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		1,425,162			1,304,424
Total Stockholders’ Equity		11,573,185			11,452,447
Total Liabilities and Stockholders’ Equity	$	53,575,427		$	55,538,096