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): May 16, 2005

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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Ex-99.26

Item 2.02 Results of Operations and Financial Condition.

     On May 16, 2005, Meadow Valley Corporation (the “Company”) issued a press release with respect to its earnings for the quarter ended March 31, 2005, a copy of which is attached as Exhibit 99.26.

     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
99.26	Press Release of Registrant, dated May 16, 2005, its quarter ended March 31, 2005 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.

Date: May 16, 2005

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

EX-99.26

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 (310) 277-5162 info@BerkmanAssociates.com	Bradley E. Larson Chief Executive Officer www.MeadowValley.com

Meadow Valley Reports First Quarter Results

     PHOENIX, ARIZONA, May 16, 2005 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced financial results for the first quarter of 2005, and reported an increase in backlog at March 31, 2005 compared to backlog at March 31, 2004.

2005 First Quarter Results

     For the quarter ended March 31, 2005, revenue increased to $39.9 million from $39.2 million for the first quarter of 2004. Net income for the first quarter of 2005 was $0.25 million, or $0.06 per diluted share. This compares to net income for the first quarter of 2004 of $0.44 million, or $0.12 per diluted share, which included a pre-tax gain of $1.7 million for the settlement of a claim in New Mexico.

     Construction services revenue increased to $25.9 million for the first quarter of 2005. For the first quarter of 2004, construction services revenue was $25.6 million.

     Construction materials revenue increased to $14.0 million for the first quarter of 2005 from $13.6 million for the first quarter of 2004, primarily reflecting an increase in average unit sales price. Unit volume for the first quarter of 2005 declined by approximately 10% compared to the first quarter of 2004, primarily due to unusually wet weather in January and February, 2005.

     Net cash provided by operating activities increased to $4.9 million for the first quarter of 2005 from $1.7 million for the first quarter of 2004.

     At March 31, 2005, Meadow Valley reported cash and restricted cash of $14.4 million and shareholders’ equity of $12.5 million. This compares to cash and restricted cash of $11.4 million and stockholders’ equity of $12.2 million at March 31, 2004.

Backlog

     Backlog in the construction services segment at March 31, 2005 increased to $81.6 million compared to $53.9 million at March 31, 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, primarily in Nevada and Arizona. The Company’s construction materials operations provide concrete and gravel products primarily to other contractors. The Company’s materials 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) #3882

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

	Three months ended
	March 31,
	2005			2004
Revenue:
Construction services	$	25,946,833		$	25,577,586
Construction materials		13,979,180			13,591,147
Total revenue		39,926,013			39,168,733
Cost of revenue:
Construction services		25,082,773			24,466,026
Construction materials		12,897,130			12,238,732
Total cost of revenue		37,979,903			36,704,758
Gross profit		1,946,110			2,463,975
General and administrative expenses		1,655,614			1,672,519
Income from operations		290,496			791,456
Other income (expense):
Interest income		177,763			11,947
Interest expense		(91,796	)		(84,286	)
Other income (expense)		18,060			(20,456	)
		104,027			(92,795	)
Income before income taxes		394,523			698,661
Income tax expense		(142,028	)		(261,998	)
Net income	$	252,495		$	436,663
Basic net income per common share	$	0.07		$	0.12
Diluted net income per common share	$	0.06		$	0.12
Basic weighted average common shares outstanding		3,604,555			3,601,250
Diluted weighted average common shares outstanding		3,960,138			3,754,754

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2005			2004
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	13,331,066		$	10,164,218
Restricted cash		1,040,913			1,268,449
Accounts receivable, net		19,651,366			22,163,719
Prepaid expenses and other		2,538,564			2,818,395
Inventory, net		1,294,106			871,112
Costs and estimated earnings in excess of billings on uncompleted contracts		1,450,140			449,358
Deferred tax asset		1,455,398			1,597,627
Total current assets		40,761,553			39,332,878
Property, equipment and land, net		21,402,665			21,541,946
Refundable deposits		63,015			21,780
Mineral rights and pit development, net		237,776			252,044
Claims receivable		3,521,080			3,521,080
Other receivables		115,000			115,000
Total assets	$	66,101,089		$	64,784,728
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	21,807,351		$	19,711,571
Accrued liabilities		4,295,423			4,907,554
Notes payable		5,161,044			5,212,187
Obligations under capital leases		526,620			531,746
Billings in excess of costs and estimated earnings on uncompleted contracts		7,828,352			7,219,762
Total current liabilities		39,618,790			37,582,820
Notes payable, less current portion		9,882,128			10,804,017
Obligations under capital leases, less current portion		848,233			981,799
Deferred tax liability		3,243,268			3,243,268
Total liabilities		53,592,419			52,611,904
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, 3,639,777 and 3,601,250 issued and outstanding		3,640			3,601
Additional paid-in capital		11,026,881			10,943,569
Capital adjustments		(799,147	)		(799,147	)
Retained earnings		2,277,296			2,024,801
Total stockholders’ equity		12,508,670			12,172,824
Total liabilities and stockholders’ equity	$	66,101,089		$	64,784,728