February 15, 2006
via 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 period ended September 30, 2005
File No. 0-25428
Dear Mr. Tryon:
We have reviewed your response letter dated February 7, 2006
and have the following additional comments. If you disagree, we
will
consider your explanation as to why our comment is inapplicable.
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.
Form 10-K for the year ended December 31, 2004
12. Income Taxes, page 37
1. We have reviewed your response to prior comment 1 in our
letter
dated January 26, 2006. You have applied the provisions of SFAS
109
concerning the need for a valuation allowance based on your gross
deferred tax assets, as you have considered, among other things, a
history of losses in the construction services segment and
unsettled
circumstances related to the Gooseberry project. However, you
have
already indicated in your December 28, 2005 response that the
future
reversals of your existing taxable temporary differences are
sufficient to realize your entire deferred tax asset. In other
words, it appears that the reversal of your taxable temporary
differences that give rise to your deferred tax liabilities will
generate taxable income of the appropriate character and within
the
appropriate period to allow for the realization of your deferred
tax
assets. Accordingly, SFAS 109 requires you to recognize a
valuation
allowance only to the extent of your net deferred tax assets
associated with your construction services segment. Accordingly,
please restate each period presented in your December 31, 2004
Form
10-K, as well as your subsequent Form 10-Q`s for each quarter in
2005
to correct for this overstated valuation allowance.
2. We have reviewed your response to prior comment 2 in our
letter
dated January 26, 2006. The amounts labeled "True up of prior
year
filed tax return" and "True up deferred tax asset/liabilities,"
given
the magnitude and nature of these items, appear not to be changes
in
estimate but rather corrections of errors. For example, you
indicate
that "True up of prior year filed tax return" would include
variances
in estimated versus actual meals and entertainment. It is unclear
how, in an effective control environment, estimated meals and
entertainment expenses could vary from actual amounts by $44,000,
or
approximately 5% of 2004 pre-tax income. Similarly, for "True up
deferred tax asset/liabilities," it is unclear how estimates
related
to accumulated depreciation and net operating losses could vary
from
actual amounts by $390,000, or approximately 42% of pre-tax income
in
2003, particularly given that the only relevant estimate
associated
with fixed assets would stem from the estimate of the useful life
and
the salvage value of an asset, Accordingly, please amend your
December 31, 2004 Form 10-K, as well as your subsequent Form 10-
Q`s
for each quarter in 2005 to retroactively restate your income tax
expense and net income for these amounts.
Form 10-Q for the period ended September 30, 2005
8. Income Taxes, page 16
3. We have reviewed your response to prior comment 3 in our
letter
dated January 26, 2006. You indicated that the reversal of the
entire allowance related to Gooseberry was a discrete event in the
third quarter of 2005. This would suggest that the adjustment
reflects a change in circumstances about the realizability of your
deferred tax asset in future years, pursuant to paragraph 194 of
SFAS
109. However, we note your statement in your response to prior
comment 5 in our letter dated January 26, 2006, whereby you
believe
the realization of your deferred tax asset will occur prior to
December 31, 2005. Based on this statement, it appears that the
change in valuation allowance should have been reflected by an
adjustment of the estimated annual effective tax rate for the
remaining two quarters of 2005, rather than as a discrete event.
Accordingly, please restate your Form 10-Q for the period ended
September 30, 2005 to correct your accounting. Ensure you address
this matter appropriately for when you report the results of the
period ended December 31, 2005.
4. If you conclude that your prior filings should not be relied
upon, please be advised that you are required to disclose the
information listed under Item 4.02(a) of Form 8-K within four days
of
your conclusion.
Please tell us when you will file your restated Form 10-K and
Forms
10-Q. We remind you that when you file your restated Form 10-K
you
should appropriately address the following:
* An explanatory paragraph in the reissued audit opinion,
* Full compliance with FAS 154, paragraphs 25 and 26,
* Fully update all affected portions of the document, including
MD&A,
* Updated Item 9A. (Item 4 in Form 10-Q) disclosures should
include
the following:
o A discussion of the restatement and the facts and circumstances
surrounding it,
o Consideration of the effect, if any, of the restatement on the
CEO
and CFO`s original conclusions regarding the effectiveness of
their
disclosure controls and procedures,
o Changes to internal controls over financial reporting, and
o Anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* Updated certifications.
``* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information. Detailed
response
letters greatly facilitate our review. Please file your response
letter on EDGAR. Please understand that we may have additional
comments after reviewing your responses to our comments.
You may contact Jenn Do at (202) 551-3743, or me at (202)
551-
3255 if you have questions regarding these comments.
Sincerely,
Nili Shah
Branch Chief
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Clint Tryon
Meadow Valley Corporation
February 15, 2006
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE