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): August 9, 2007

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)

4602 E. Thomas Road, Phoenix, AZ
(Address of principal executive offices) 85018
(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-99.1

Item 2.02 Results of Operations and Financial Condition.

     On August 9, 2007, Meadow Valley Corporation (the “Company”) issued a press release with respect to its financial results for the second quarter ended June 30, 2007, 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 August 9, 2007

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: August 13, 2007	By:	/s/ David D. Doty
		David D. Doty
		Chief Financial Officer

EX-99.1

Exhibit 99.1

4602 East Thomas Road
Phoenix, Arizona 85018
Telephone: (602) 437-5400
Fax: (602) 437-1681

FOR IMMEDIATE RELEASE

Investor Contact:	Company Contact:
Neil Berkman Associates	Bradley E. Larson
(310) 826-5051	Chief Executive Officer
info@BerkmanAssociates.com	www.meadowvalley.com

Meadow Valley Reports 21.4% Increase in Second Quarter Revenue

Construction Services Revenue Increased 43.7%

     PHOENIX, ARIZONA, August 9, 2007 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) today announced financial results for the second quarter of 2007, highlighted by a 43.7% increase in construction services revenue and a 21.4% increase in total revenue.

Second Quarter Results

     For the three months ended June 30, 2007, consolidated revenue increased 21.4% to $58.7 million compared to $48.3 million for the three months ended June 30, 2006.

     Construction services revenue increased 43.7% to $36.3 million compared to $25.3 million last year, as the Company began work on many of the heavy highway construction projects added to backlog this year. Contract backlog at June 30, 2007 was $104.4 million, 45.9% greater than a year ago and 15.7% greater than backlog at the end of this year’s first quarter.

     Construction materials revenue decreased 3.7% to $22.1 million compared to $23.0 million last year, as weakness in the housing industry offset continued growth in demand for ready mix concrete in non-residential construction. Cubic yards of concrete sold decreased 6.9% compared to last year’s second quarter, while average unit sales price increased 4.8%.

     Consolidated gross margin was 8.2% for the second quarter of 2007 compared to 9.9% for the second quarter of 2006. Construction services gross margin was 6.8% for this year’s second quarter compared to 7.6% for the second quarter of 2006, reflecting conservative margins projected in the early phases of new construction projects. Construction materials gross margin was 10.7% compared to 12.4% for the second quarter 2007 and 2006, respectively, reflecting lower volume and higher fixed costs associated with capacity expansion programs initiated in 2006.

     General and administrative expenses were $3.2 million for the second quarter of 2007 compared to $2.7 million for the second quarter 2006. This increase primarily reflected higher business development and Sarbanes-Oxley compliance costs.

     Net income after minority interest for the second quarter of 2007 was $0.86 million, or $0.16 per diluted share, based on approximately 5.3 million diluted shares outstanding. This compares to net income after minority interest for the second quarter of 2006 of $0.87 million, or $0.19 per diluted share, based on approximately 4.5 million diluted shares outstanding. Meadow Valley’s construction materials subsidiary, Ready Mix, Inc. (AMEX:RMX), completed an initial public offering of its common stock in August 2005. At June 30, 2007, Meadow Valley owned 2,501,550 shares, or approximately 66%, of the outstanding common stock of RMI after purchasing 476,550 shares on June 29, 2007. Accordingly, RMI’s operating results are consolidated in Meadow Valley’s financial statements for financial reporting purposes. Meadow Valley subsequently purchased 89,662 additional shares of RMI in negotiated transactions.

     At June 30, 2007, Meadow Valley reported working capital of $22.4 million, including cash and cash equivalents of $27.7 million. At December 31, 2006, working capital was $27.3 million, including cash and cash equivalents and restricted cash of $30.0 million. Shareholders’ equity increased to $31.6 million at June 30, 2007 compared to $31.3 million at December 31, 2006.

(more)

Meadow Valley Reports 21.4% Increase in Second Quarter Revenue
August 9, 2007
Page Two

Six Months Results

     For the six months ended June 30, 2007, consolidated revenue increased 7.7% to $101.3 million compared to $94.1 million for the six months ended June 30, 2006. Construction services revenue increased 18.3% to $59.1 million for the six months ended June 30, 2007, compared to $49.9 million for the six months ended June 30, 2006, and construction materials revenue decreased 5.2% to $41.8 million compared to $44.1 million for the same respective periods.

     Net income after minority interest for the first six months of 2007 was $1.4 million, or $0.26 per diluted share, based on approximately 5.3 million diluted shares outstanding. This compares to net income after minority interest for the first six months of 2006 of $1.7 million, or $0.39 per diluted share, based on approximately 4.5 million diluted shares outstanding.

Discussion and Analysis

     “The increase in contract backlog provides a solid foundation for our construction services business for the balance of 2007. Our heavy highway construction work is performing well, and delivering margins consistent with our bid estimates. The increase in our bonding capacity, which now stands at approximately $200 million in the aggregate and $60 million for a single project, is the primary driver for this improvement in our construction services segment. Year to date, we have bid on more than twice as much work in contract dollars compared to the same period last year, and we have maintained a win rate consistent with our historical performance. Between now and October 1^st, we plan to bid on projects valued at more than $200 million,” said Chief Executive Officer Bradley Larson.

     Larson continued, “In our materials segment, non-residential construction in our primary markets in Las Vegas and Phoenix has remained strong, but the persistent weakness in residential construction that became evident in 2006 has reduced total demand for ready mix concrete, put downward pressure on prices, and reduced our ability to pass on rising costs associated with our expansion initiatives and materials cost increases. While we expect these market forces to continue to affect the performance of our materials segment in this year’s second half, the underlying factors that drive demand for our products, such as population and job growth, continue unabated in both of the geographic markets we serve, and we remain confident that the business is on the right track for the future.”

Conference Call

     Meadow Valley has scheduled a conference call today at 12:00 p.m. ET. A simultaneous webcast of the conference call may be accessed online at the Investor Information link of www.meadowvalley.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 # 21344603 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 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 southern Nevada and Arizona.

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, 2006. 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						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenue:
Construction services	$	36,338,017		$	25,288,003		$	59,061,711		$	49,907,031
Construction materials		22,103,800			22,959,604			41,814,357			44,090,244
Construction materials testing		209,185			69,262			423,608			69,262
Total revenue		58,651,002			48,316,869			101,299,676			94,066,537
Cost of revenue:
Construction services		33,852,768			23,365,663			54,665,443			45,909,736
Construction materials		19,746,381			20,119,029			37,355,924			38,576,711
Construction materials testing		253,552			65,250			527,039			65,250
Total cost of revenue		53,852,701			43,549,942			92,548,406			84,551,697
Gross profit:
Construction services		2,485,249			1,922,340			4,396,268			3,997,295
Construction materials		2,357,419			2,840,575			4,458,433			5,513,533
Construction materials testing		(44,367	)		4,012			(103,431	)		4,012
Total gross profit		4,798,301			4,766,927			8,751,270			9,514,840
General and administrative expenses		3,205,523			2,713,169			6,222,499			5,472,111
Income from operations		1,592,778			2,053,758			2,528,771			4,042,729
Other income (expense):
Interest income		398,880			169,210			768,163			358,466
Interest expense		(68,001	)		(78,608	)		(146,265	)		(153,733	)
Other income		64,145			24,665			165,850			45,403
		395,024			115,267			787,748			250,136
Income before income taxes		1,987,802			2,169,025			3,316,519			4,292,865
Income tax expense		(757,884	)		(806,812	)		(1,229,677	)		(1,591,138	)
Income before minority interest in consolidated subsidiary		1,229,918			1,362,213			2,086,842			2,701,727
Minority Interest in consolidated subsidiary		373,445			488,486			700,476			964,042
Net income	$	856,473		$	873,727		$	1,386,366		$	1,737,685
Basic net income per common share	$	0.17		$	0.21		$	0.27		$	0.42
Diluted net income per common share	$	0.16		$	0.19		$	0.26		$	0.39
Basic weighted average common shares outstanding		5,128,793			4,161,732			5,124,545			4,158,088
Diluted weighted average common shares outstanding		5,314,305			4,481,183			5,305,079			4,478,871

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2007			2006
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	27,670,133		$	29,354,582
Restricted cash		—			605,243
Accounts receivable, net		33,651,974			25,990,763
Prepaid expenses and other		1,668,567			2,820,768
Inventory, net		1,251,055			1,366,534
Costs and estimated earnings in excess of billings on uncompleted contracts		462,015			1,254,860
Note receivable		108,640			106,499
Deferred tax asset		580,474			561,199
Total current assets		65,392,858			62,060,448
Property and equipment, net		36,493,390			35,553,000
Refundable deposits		884,141			1,492,967
Note receivable, less current portion		480,500			535,360
Claims receivable		2,463,880			2,463,880
Total assets	$	105,714,769		$	102,105,655
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	18,985,232		$	13,298,114
Accrued liabilities		5,365,318			7,569,928
Notes payable		4,638,325			4,837,628
Obligations under capital leases		148,428			332,898
Income tax payable		93,414			399,536
Billings in excess of costs and estimated earnings on uncompleted contracts		13,791,995			8,366,754
Total current liabilities		43,022,712			34,804,858
Notes payable, less current portion		13,730,386			13,894,382
Obligations under capital leases, less current portion		7,765			102,100
Deferred tax liability		2,974,857			2,974,857
Total liabilities		59,735,720			51,776,197
Commitments and contingencies
Minority interest in consolidated subsidiary		14,424,956			18,988,244
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, 5,129,760 and 5,098,679 issued and outstanding		5,130			5,099
Additional paid-in-capital		20,023,938			21,197,456
Capital adjustments		(799,147	)		(799,147	)
Retained earnings		12,324,172			10,937,806
Total stockholders’ equity		31,554,093			31,341,214
Total liabilities and stockholders’ equity	$	105,714,769		$	102,105,655