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):
August 12, 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	(I.R.S. Employer Identification Number)
incorporation or organization)
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)

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

(c) Exhibits

99.22        Press Release dated August 12, 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 August 12, 2004, Meadow Valley Corporation issued a press release announcing its financial results for the fiscal quarter ended June 30, 2004 and updating the status of claims. A copy of the press release is attached hereto as Exhibit 99.22 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: August 12, 2004

EX-99.22

Exhibit 99.22

	4411 South 40th St., Ste. D11 Phoenix, Arizona 85040
	Telephone: (602) 437-5400
FOR IMMEDIATE RELEASE	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 Second Quarter Results

     PHOENIX, ARIZONA, August 12, 2004 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced its financial results for the second quarter and first half of 2004.

Second Quarter Results

     For the three months ended June 30, 2004, revenue increased 4% to $43.7 million from $42.0 million for the second quarter of 2003. Net income for this year’s second quarter was $0.04 million, or $0.01 per diluted share. This compares to net income for last year’s second quarter of $0.52 million, or $0.14 per diluted share.

First Half Results

     For the six months ended June 30, 2004, revenue increased 12% to $82.9 million from $74.2 million for the first half of 2003. Net income for the first six months of 2004 was $0.48 million, or $0.13 per diluted share. This compares to net income for the first six months of 2003 of $0.54 million, or $0.15 per diluted share.

Construction Materials Segment

     Revenue from Meadow Valley’s construction materials business increased 23% to $14.8 million for this year’s second quarter compared to $12.1 million for the second quarter of 2003. For the first half, revenue increased 30% to $28.4 million from $21.9 million for the first half of 2003. Gross margin was 10% for this year’s second quarter and first half, compared to gross margin of 11% and 10% for the second quarter and first six months of 2003, respectively.

     “We have had to raise prices to accommodate rising costs, but we also added 10 ready-mix trucks to our fleet during this year’s first quarter. Both increased unit sales and prices account for the revenue growth in both periods.” said Bradley E. Larson, chief executive officer.

Construction Services Segment

     Revenue from Meadow Valley’s construction services business declined 3% to $28.9 million for this year’s second quarter from $29.9 million for the same period a year ago. For the first six months, revenue increased 4% to $54.4 million from $52.2 million for the first half of 2003. Gross margin was 0.3% for this year’s second quarter and 2.2% for the first half of 2004. This compares to gross margin of 3.8% for the second quarter and 3.8% for the first half of 2003, respectively.

(more)

Meadow Valley Reports Second Quarter Results
August 12, 2004
Page Two

     The decrease in gross margin for the second quarter of 2004 compared to the prior year was due to losses recognized on a single project in Utah of approximately $1.2 million and legal fees related to the Clark County arbitration hearing.

     Gross margin for the first half benefitted from the net gain of $1.7 million resulting from the $7 million settlement with the New Mexico State Highway and Transportation Department, but was offset by the losses on the Utah project as well as cost overruns and quantity underruns on two other projects.

Backlog

     The backlog of heavy construction projects at June 30, 2004 was approximately $67.5 million compared to backlog of approximately $49.5 million at June 30, 2003. In July and August 2004, Meadow Valley was awarded new contracts valued at approximately $9.1 million. As of August 9, 2004, the Company was low bidder on additional contracts valued at approximately $7.3 million that are expected to be awarded this month.

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)

#3648

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

	Six Months Ended						Three Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Revenue:
Construction Services	$	54,435,737		$	52,229,216		$	28,858,151		$	29,866,194
Construction Materials		28,441,115			21,935,244			14,849,968			12,104,155
Total revenue		82,876,852			74,164,460			43,708,119			41,970,349
Cost of revenue:
Construction Services		53,223,454			50,247,657			28,757,428			28,733,952
Construction Materials		25,586,901			19,723,753			13,348,169			10,749,515
Total cost of revenue		78,810,355			69,971,410			42,105,597			39,483,467
Gross profit		4,066,497			4,193,050			1,602,522			2,486,882
General and administrative expenses		3,092,056			3,110,441			1,419,537			1,530,775
Income from operations		974,441			1,082,609			182,985			956,107
Other income (expense):
Interest income		45,979			33,651			34,032			15,900
Interest expense		(195,314	)		(261,773	)		(111,028	)		(153,921	)
Other income (expense)		(66,564	)		11,044			(46,108	)		15,999
		(215,899	)		(217,078	)		(123,104	)		(122,022	)
Income before income taxes		758,542			865,531			59,881			834,085
Income tax expense		(283,442	)		(324,574	)		(21,444	)		(312,782	)
Net income	$	475,100		$	540,957		$	38,437		$	521,303
Basic net income per common share	$	0.13		$	0.15		$	0.01		$	0.14
Diluted net income per common share	$	0.13		$	0.15		$	0.01		$	0.14
Basic weighted average common shares outstanding		3,601,250			3,584,955			3,601,250			3,601,250
Diluted weighted average common shares outstanding		3,739,844			3,584,955			3,742,934			3,601,250

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2004			2003
	(unaudited)			(audited)
Assets:
Current Assets:
Cash and cash equivalents	$	5,685,258		$	4,738,388
Restricted cash		1,778,690			1,844,891
Accounts receivable, net		21,820,662			20,664,022
Claims receivable		—			4,101,898
Prepaid expenses and other		1,692,619			2,196,899
Inventory, net		906,651			1,249,118
Land held for sale		—			264,738
Costs and estimated earnings in excess of billings on uncompleted contracts		1,275,789			1,463,309
Deferred tax asset		998,033			1,243,896
Total Current Assets		34,157,702			37,767,159
Property and equipment, net		17,139,123			13,127,675
Refundable deposits		112,692			94,299
Mineral rights and pit development, net		280,576			309,110
Claims receivable		3,521,080			3,521,080
Total Assets	$	55,211,173		$	54,819,323
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable	$	17,039,705		$	18,646,857
Accrued liabilities		4,248,524			4,563,816
Notes payable		3,477,597			3,512,286
Obligations under capital leases		1,093,492			878,280
Billings in excess of costs and estimated earnings on uncompleted contracts		5,299,775			4,955,454
Total Current Liabilities		31,159,093			32,556,693
Deferred tax liability		2,643,055			2,604,652
Notes payable, less current portion		7,688,829			6,999,729
Obligations under capital leases, less current portion		1,671,911			1,085,064
Total Liabilities		43,162,888			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 and 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		1,900,262			1,425,162
Total Stockholders’ Equity		12,048,285			11,573,185
Total Liabilities and Stockholders’ Equity	$	55,211,173		$	54,819,323