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 15, 2006

Meadow Valley Corporation

(Exact name of registrant as specified in charter)

Nevada
(State or other jurisdiction of incorporation)

0-25428 (Commission File Number)	86-0328443 (IRS Employer Identification Number)
4411 South 40th Street, Suite 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

EX-99.1

Item 2.02 Results of Operations and Financial Condition.

     On May 15, 2006, Meadow Valley Corporation (the “Company”) issued a press release with respect to its financial results for the three months ended March 31, 2006, a copy of which is attached as Exhibit 99.01.

     The information set forth in this Form 8-K is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes 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

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

Exhibit
Number	Exhibit Description
99.01	Press Release of Registrant, dated May 15, 2006

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: May 15, 2006	By:	/s/ David D. Doty
		David D. Doty
		Chief Financial Officer

EX-99.1

Exhibit 99.1

4411 South 40th St., Ste. D11
Phoenix, Arizona 85040
Telephone: (602) 437-5400
Fax: (602) 437-1681

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

Meadow Valley First Quarter Net Income Increased
To $0.19 Per Share From $0.06 Per Share Last Year

     PHOENIX, ARIZONA, May 15, 2006 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) announced today that net income for the first quarter of 2006 increased to $0.19 per diluted share from $0.06 per diluted share for the first quarter of 2005.

First Quarter Results

     For the three months ended March 31, 2006, consolidated revenue increased 14.6% to $45.7 million from $39.9 million for the first quarter of 2005. Construction materials revenue increased 51.2% to $21.1 million for the first quarter of 2005 compared to $14.0 million for the same period last year, the result of mild weather and increased delivery capacity provided by the addition of new concrete mixer trucks during 2005. Construction services revenue decreased to $24.6 million for this year’s first quarter from $25.9 million a year ago, partly the result of reduced backlog versus recent quarters.

     Consolidated gross margin improved to 10.4% of revenue for this year’s first quarter compared to 4.9% for the first quarter of 2005. Construction materials gross margin increased to 12.6% from 7.7%, reflecting the increase in segment revenue and this year’s unusually favorable weather conditions that increased the number of days available to sell ready mix concrete compared to the first quarter of 2005, which experienced abnormally wet weather.

     Construction services gross margin increased to 8.4% from 3.3%, primarily reflecting the improved performance of one project and the completion of several other projects with profitability that exceeded expectations.

     Net income after minority interest for the first quarter of 2005 increased 242% to $864,000, or $0.19 per diluted share, from $252,000, or $0.06 per diluted share, for the first quarter of 2005. Meadow Valley’s construction materials subsidiary, Ready Mix, Inc. (RMI) (AMEX:RMX), completed an initial public offering of its common stock in August 2005. Meadow Valley currently owns approximately 2.0 million shares, or approximately 53%, of the outstanding common stock of RMI. Accordingly, RMI’s operating results are consolidated in Meadow Valley’s financial statements for financial reporting purposes.

     At March 31, 2006, Meadow Valley reported working capital of $20.4 million, including cash and cash equivalents of $16.9 million. Shareholders’ equity increased to $20.8 million compared to $19.8 million at December 31, 2005.

Backlog

     Contract backlog in the construction services segment at March 31, 2006 declined slightly to $64.5 million, including approximately $62 million scheduled to be completed in 2006. This compares to contract backlog at December 31, 2005 of $68.4 million.

(more)

Meadow Valley First Quarter Net Income Increased To $0.19 Per Share From $0.06 Per Share Last
Year
May 15, 2006
Page Two

     “We remain focused on maximizing the potential profitability and minimizing the risk of every job we bid. As demonstrated by the improvement in profitability of our construction services operations for the first quarter, this strategy is delivering the results we are striving for. We are encouraged by the continued health of our core southern Nevada and Arizona markets, the increase in our bonding capacity, the number and quality of responsible bidders against whom we compete, and the skill and expertise of our managers and estimators. We are actively bidding on new contracts and are confident that we will be able to win significant new business. However, depending on our bidding results in the near term, our current backlog may affect the performance of construction services over the next several quarters,” said Chief Executive Officer Brad Larson.

Conference Call

     Meadow Valley has scheduled a conference call at 12:00 p.m. ET on Monday, May 15^th. A simultaneous webcast of the conference call may be accessed online at the Investor Information link of www.MeadowValley.com or at www.CompanyBoardroom.com. A replay will be available after 2:00 p.m. ET at these same Internet addresses. For a telephone replay, dial (800) 633-8284, reservation # 21291367 after 2:00 p.m. ET.

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 southern 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, 2005. 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)

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

	Three months ended
	March 31,
	2006			2005
Revenue:
Construction services	$	24,619,028		$	25,946,833
Construction materials		21,130,640			13,979,180
Total revenue		45,749,668			39,926,013
Cost of revenue:
Construction services		22,544,073			25,082,773
Construction materials		18,457,682			12,897,130
Total cost of revenue		41,001,755			37,979,903
Gross profit		4,747,913			1,946,110
General and administrative expenses		2,758,942			1,655,614
Income from operations		1,988,971			290,496
Other income (expense):
Interest income		189,256			177,763
Interest expense		(75,125	)		(91,796	)
Other income		20,738			18,060
		134,869			104,027
Income before income taxes and minority interest in consolidated subsidiary		2,123,840			394,523
Income tax expense		(784,326	)		(142,028	)
Income before minority interest in consolidated subsidiary		1,339,514			252,495
Minority interest in consolidated subsidiary		475,556			—
Net income	$	863,958		$	252,495
Basic net income per common share	$	0.21		$	0.07
Diluted net income per common share	$	0.19		$	0.06
Basic weighted average common shares outstanding		4,154,444			3,604,555
Diluted weighted average common shares outstanding		4,476,559			3,960,138

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2006			2005
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	16,941,084		$	23,565,317
Restricted cash		1,303,009			1,267,090
Accounts receivable, net		28,449,527			25,139,640
Prepaid expenses and other		2,714,710			3,171,670
Inventory, net		860,343			776,978
Costs and estimated earnings in excess of billings on uncompleted contracts		3,132,389			1,991,993
Deferred tax asset		773,428			760,724
Total current assets		54,174,490			56,673,412
Property and equipment, net		30,929,774			26,228,073
Refundable deposits		568,413			478,965
Claims receivable		3,521,080			3,521,080
Other receivables		115,000			115,000
Total assets	$	89,308,757		$	87,016,530
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	18,689,429		$	18,521,558
Accrued liabilities		4,019,775			5,878,595
Notes payable		3,883,146			3,518,892
Obligations under capital leases		555,266			546,801
Income tax payable		339,797			391,202
Billings in excess of costs and estimated earnings on uncompleted contracts		6,318,080			5,903,087
Total current liabilities		33,805,493			34,760,135
Notes payable, less current portion		13,309,229			11,423,044
Obligations under capital leases, less current portion		292,967			434,998
Deferred tax liability		3,177,771			3,177,771
Total liabilities		50,585,460			49,795,948
Minority interest in consolidated subsidiary		17,900,352			17,424,795
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; 4,160,853 and 4,136,912 issued and outstanding		4,161			4,137
Additional paid-in capital		13,982,089			13,818,913
Capital adjustments		(799,147	)		(799,147	)
Retained earnings		7,635,842			6,771,884
Total stockholders’ equity		20,822,945			19,795,787
Total liabilities and stockholders’ equity	$	89,308,757		$	87,016,530