July 27, 2005
By U.S. mail and facsimile to (602) 437-1681
Mr. Clint Tryon
Principal Accounting Officer
Meadow Valley Corporation
4411 South 40th Street, Suite D-11
Phoenix, AZ 85040
RE: Meadow Valley Corporation
Form 10-K for the fiscal year ended December 31, 2004
Filed March 31, 2005
Form 10-Q for the quarter ended March 31, 2005
File No. 0-25428
Dear Mr. Tryon:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
future
filings in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended December 31, 2004
Financial Statements
Consolidated Balance Sheets, page 23
1. We note that your claims receivable, less current portion has
remained constant at $3.5 million since December 31, 2003. Please
explain, in detail, the collection status of these receivables and
the
basis for your assessment of its realizability.
1. Summary of Significant Accounting Policies and Use of Estimates
Inventory, net, page 29
2. Please explain to us the reason(s) for the decrease in the
allowance for potentially obsolete or slow moving inventory during
2004.
4. Contracts in Progress, page 33
3. Please help us understand why, in 2004, you did not deduct your
claims receivable of $3.5 million in calculating your billings in
excess of costs and estimated earnings on uncompleted contracts,
whereas in 2003, you deducted your claims receivable of $7.6
million.
11. Related Party Transactions, page 36
4. Your proxy statement indicates that you purchase materials,
labor,
and equipment from LAM Contracting, LLC, an entity in which you
own
49%. However, your financial statements do not disclose the
nature of
your relationships with your related parties. In future filings,
please include such information. See paragraph 2.a of SFAS No.
57.
Please also tell us how you account for LAM Contracting, LLC, your
basis for this accounting, and where you reflect your share of the
net
assets and results of LAM Contracting, LLC in your financial
statements.
12. Income Taxes, page 37
5. In your rate reconciliation, please tell us the nature and
amount
of the items comprising "other."
Item 15. Exhibits and Financial Statement Schedules, page 49
6. In future filings, please disclose as an exhibit or note to
your
financial statements your schedule of valuation and qualifying
accounts for each income statement period, as required by Rule 5-
04 of
Regulation S-X. At a minimum, we would expect this schedule to
include your allowance for doubtful accounts. Your filing should
include an opinion from your independent accountants covering this
schedule.
Form 10-Q for the period ended March 31, 2005
Financial Statements
5. Litigation and Claim Matters, page 12
7. MVCI has been named in two civil actions filed in Nevada
District
Court as a result of a fatal traffic accident involving one of its
trucks. In future filings, please disclose the possible range of
additional loss. See paragraph 10 of SFAS No. 5.
Management`s Discussion and Analysis, page 16
8. Please tell us your basis for classifying the reimbursements
from
a subcontractor for costs incurred to complete their obligations
and
legal fees in interest income, as disclosed on page 18.
Item 4. Controls and Procedures, page 20
9. We note your disclosure that your chief executive officer and
principal accounting officer concluded that the Company`s
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files
under
the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of
the SEC. Revise your future filings to clarify, if true, that
your
officers concluded that your disclosure controls and procedures
are
also effective to ensure that information required to be disclosed
in
the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure. See Exchange Act Rule
13a-
15(e).
* * * *
Please respond to these comments by providing the
supplemental
information requested within 10 business days or tell us when you
will
provide us with a response. Please provide us with a supplemental
response that addresses each of our comments. Please file your
supplemental response on EDGAR as a correspondence file. We may
raise
additional comments after we review your responses.
To expedite our review, you may wish to provide complete
packages to each of the persons names below. Each package should
include a copy of your response letter and any supplemental
information.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
Since
the company and its management are in possession of all facts
relating
to a company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
You may contact Jenn Do, Staff Accountant, at (202) 551-
3743, or
me at (202) 551-3255 if you have questions regarding comments on
the
financial statements and related matters.
Sincerely,
Nili Shah
Branch Chief
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Mr. Clint Tryon
Meadow Valley Corporation
July 27, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE