##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
(Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-25428
 MEADOW VALLEY CORPORATION
  Nevada
(State or other jurisdiction of 
incorporation or organization)
    
    88-0328443
(I.R.S. Employer Identification No.)4602 E. Thomas Road, Phoenix, AZ
(Address of principal executive offices)
    
    85018
(Zip Code)
 Registrants telephone number, including area code: (602) 437-5400
  Title of each class:
    
    Name of exchange on which registered:Common stock, $.001 par value
    
    Nasdaq Capital Market
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-23EX-31.1EX-31.2EX-32    Table of Contents  EXPLANATORY NOTE
  
 PART III
 
 Item 10.
Directors, Executive Officers and Corporate Governance
       2




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##### Table of Contents



,
 CORPORATE GOVERNANCE
 Director Independence
  Board of Directors and Board Committees
    Name
    
    Positions and Offices with the CompanyCharles E. Cowan (1) (2) (3)
    
    DirectorCharles R. Norton (1) (2) (3)
    
    DirectorDon A. Patterson (1) (2) (3)
    
    DirectorBradley E. Larson
    
    President, Chief Executive Officer and DirectorKenneth D. Nelson
    
    Vice President, Chief Administrative Officer and Director
 
 (1)
    
    Member of the Compensation Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Nominating and Governance Committee 3




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##### Table of Contents



The Audit Committee
  The Nominating and Governance Committee
  
    
    identify, consider and nominate candidates for membership on the Board, including
any nominees properly received by the Secretary of the Corporation from any
shareholder;
    
    develop, recommend and evaluate corporate governance guidelines and a code of
business conduct and ethics applicable to the Company;
    
    make recommendations regarding the structure and composition of the Board and Board
committees; and
    
    advise the Board on corporate governance matters.
   
    
    Unquestionable integrity and honesty;
    
    The ability to exercise sound, mature and independent business judgment in the best
interests of the shareholders as a whole;
    
    Recognized leadership in business or professional activity;
    
    A background and experience that will complement the talents of the other Board members;
    
    Willingness and capability to take the time to actively participate in Board and
Committee meetings and related activities;
    
    Ability to work professionally and effectively with other Board members and the
Companys management;
    
    An age to enable the Director to remain on the Board long enough to make an
effective contribution; and
    
    Lack of realistic possibilities of conflict of interest or legal prohibition.
 4




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##### Table of Contents



The Compensation Committee on Executive Compensation
  Shareholder Communications with Directors
    Other Corporate Governance Policies
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  5




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##### Table of Contents



Code of Ethics
  Sarbanes-Oxley Act of 2002
 
 Item 11. Executive Compensation
 DIRECTOR COMPENSATION
  Change inPension Valueand NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName (1)
    
    Cash (2)
    
    Awards
    
    Awards (3)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalCharles E. Cowan
    
    $
    13,000
    
    
    
    
    
    
    $
    48,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    61,100Charles R. Norton
    
    
    13,000
    
    
    
    
    
    
    
    48,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,100Don A. Patterson
    
    
    13,000
    
    
    
    
    
    
    
    48,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,100$
    39,000
    
    
    
    
    
    
    $
    144,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    183,300
 
 (1)
    
    Bradley E. Larson, President and Chief Executive Officer, and Kenneth D.
Nelson, Vice President and Chief Administrative Officer, are not included in this table as they are
employees of our Company and receive no additional compensation for their service as directors.
Their compensation is shown in the Summary Compensation Table.(2)
    
    Directors receive $7,000 per year for being a member of the Board of Directors and
$2,000 for each committee upon which they serve and are reimbursed for out-of-pocket expenses. The
above amounts do not include out-of-pocket expenses. Directors who are employed by the Company are
not compensated for their service on the Board.(3)
    
    Directors are entitled to participate in our equity incentive plan, and each director was
issued 10,000 stock options on November 30, 2006, for their service on the Board during 2006. This
column represents the aggregate dollar amount of the awards granted in 2006. Therefore, the values
shown here are not representative of the amounts that may eventually be realized by a director.
Pursuant to the rules of the Securities and Exchange Commission, we have provided a grant date fair
value for Stock Awards in accordance with the provisions of Statement of Financial Accounting
Standards No. 123(R), Share-based Payments. At December 31, 2006, there were no restricted stock
units, deferred stock units or dividend equivalent units accumulated in any director accounts. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Executive Compensation Program
   6




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##### Table of Contents



Executive Summary
  
    
    Clint Tryon resigned as Principal Accounting Officer, Secretary and Treasurer and was
appointed Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of
the Companys majority owned subsidiary Ready Mix, Inc.
    
    David D. Doty was appointed Chief Financial Officer, Principal Accounting Officer,
Secretary and Treasurer.
    
    Bradley E. Larson, Kenneth D. Nelson, Alan A. Terril and David D. Doty received
incentives pursuant to the Companys Annual Non-Equity Incentive Plan (the Incentive
Plan).
    
    Clint Tryon received incentives pursuant to Meadow Valley Corporations Incentive Plan
as it related to the portion of 2006 spent as Principal Accounting Officer of the Company
and the subsequent subsidiary transition.
    
    Bradley E. Larson, Kenneth D. Nelson, Alan A. Terril, David D. Doty and Clint Tryon,
each received 10,000 stock options issued from the Companys equity incentive plan (the
Equity Incentive Plan).
 Oversight of Executive Compensation Program and Role of Executive Officers in Compensation
Decisions
  Compensation Objectives and Philosophy
  
    
    set levels of annual salary, non-equity incentives and equity compensation that are
competitive and that will attract and retain superior executives, taking into account
the difficult industry conditions and competitive environment that the Company faces,
    
    incorporate a performance-based component to executive compensation by linking the
incentive compensation to the Companys financial and operational performance, and
    
    provide long-term equity-based compensation, thereby further aligning the interests
of the Companys executives with those of its other stockholders.
  Elements of Compensation
  7




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##### Table of Contents



Compensation Components
 Annual Salary
  Non-Equity Cash Incentive Plan
  Summary Compensation Table for 2006
 Equity Incentive Plan
  Summary Compensation Table for 2006
  8




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##### Table of Contents



Other Compensation
 Summary Compensation Table for 2006 All Other Compensation
 Overall Compensation Levels
  Employment Agreements
  Compensation of the Chief Executive Officer
 Employment Agreement and Compensation Elements
  Compensation Committee Report
     9




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##### Table of Contents



COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
    Summary Compensation Table for 2006
  Change inPension ValueandNon-Equity
    
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Stock Awards
    
    
    Awards(1)
    
    
    Compensation(2)
    
    
    Compensation
    
    
    Compensation(3)
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    ($)Bradley E. Larson,
    
    
    2006
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    363,785
    
    
    
    
    
    
    
    15,889
    
    
    
    677,774President and Chief
Executive Officer
(Principal Executive Officer)David D. Doty,
    
    
    2006
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    216,664
    
    
    
    
    
    
    
    7,500
    
    
    
    412,264Chief Financial Officer
(Principal Financial Officer)
Secretary, TreasurerClint Tryon,
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    88,200
    
    
    
    
    
    
    
    
    
    
    
    136,300Former Principal Accounting
Officer, Secretary and TreasurerAlan A. Terril,
    
    
    2006
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    230,400
    
    
    
    
    
    
    
    10,935
    
    
    
    439,435Vice-President and Chief
Operating OfficerKenneth D. Nelson,
    
    
    2006
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    216,664
    
    
    
    
    
    
    
    14,875
    
    
    
    419,639Vice-President and Chief
Administrative Officer
 
 (1)
    
    This column represents the aggregate dollar amount of the awards granted in 2006.
Therefore, the values shown here are not representative of the amounts that may eventually be
realized by an executive. Pursuant to the rules of the Securities and Exchange Commission, we have
provided a grant date fair value for option awards in accordance with the provisions of Statement
of Financial Accounting Standards No. 123(R), Share-based Payments. For option awards, the fair
value is estimated as of the date of grant using the Black-Scholes option pricing model, which
requires the use of certain assumptions, including the risk-free interest rate, dividend yield,
volatility and expected term. The risk-free interest rate is based on the yield at the date of
grant of a U.S. Treasury security with a maturity period equal to or approximating the options
expected term. The dividend yield assumption is based on our historical dividend payouts, which is
zero. The volatility assumption is based on the historical volatility of our common stock over a
period equal to the options expected term or trading stocks trading history which ever is
shorter. The expected term of options granted is based on expectations about future exercises and
represents the period of time that options granted are expected to be outstanding. 10




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##### Table of Contents



(2)
    
    The non-equity incentive plan payments were made on March 9, 2007. See discussion of
non-equity incentive plans under the heading Compensation Discussion and Analysis above. None of
the named executive officers elected to defer their 2006 non-equity incentive plan payment.(3)
    
    Includes company-paid disability and life insurance premiums, and defined contribution plan
payments for the fiscal year ended 2006, as set forth in the following table: Company Paid
    
    Company Paid
    
    DefinedDisability
    
    Life
    
    ContributionName
    
    Insurance
    
    Insurance
    
    Plan
    
    TotalBradley E. Larson
    
    $
    7,744
    
    
    $
    645
    
    
    $
    7,500
    
    
    $
    15,889David D. Doty
    
    $
    
    
    
    $
    
    
    
    $
    7,500
    
    
    $
    7,500Clint Tryon
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Alan A. Terril
    
    $
    1,905
    
    
    $
    1,530
    
    
    $
    7,500
    
    
    $
    10,935Kenneth D. Nelson
    
    $
    6,620
    
    
    $
    755
    
    
    $
    7,500
    
    
    $
    14,875
 Grants of Plan-Based Awards in 2006
  Estimated FuturePayouts Under
    
    Estimated Future
    
    
    
    
    
    All Other OptionNon-Equity Incentive Plan
    
    Payouts Under
    
    All Other Stock
    
    Awards: Number ofAwards
    
    Equity Incentive Plan Awards
    
    Awards: Number of
    
    Securities
    
    Exercise or BaseGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Shares of Stock or
    
    Underlying Options
    
    Price of OptionName
    
    Date
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)
    
    ($)
    
    ($)
    
    Units (#)
    
    (#)
    
    Awards ($/Sh)Bradley E. Larson
    
    
    11/30/2006
    
    
    $
    37,500
    
    
    $
    363,785
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    $
    10.11David D. Doty
    
    
    11/30/2006
    
    
    $
    21,000
    
    
    $
    216,664
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    $
    10.11Clint Tryon
    
    
    11/30/2006
    
    
    $
    
    
    
    $
    88,200
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    $
    10.11Alan A. Terril
    
    
    11/30/2006
    
    
    $
    22,500
    
    
    $
    230,400
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    $
    10.11Kenneth D. Nelson
    
    
    11/30/2006
    
    
    $
    21,000
    
    
    $
    216,664
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    $
    10.11
 
 (1)
    
    The non-equity incentive plan payments were made on March 9, 2007 and related to the
achievement of specified financial performance objectives, as discussed under the heading
Compensation Discussion and Analysis above.(2)
    
    No individual maximum is applicable since the payments were made under the Non-Equity
Incentive Plan, which has no individual cap. 11




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Option Awards (1)Equity IncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    OptionOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)(2)
    
    DateBradley E. Larson,
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    5.8750
    
    
    
    04/16/2008President and Chief Executive
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    3.8750
    
    
    
    10/21/2009Officer (Principal Executive
    
    
    33,334
    
    
    
    
    
    
    
    
    
    
    
    1.4600
    
    
    
    11/19/2013Officer)
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10.1100
    
    
    
    11/30/2011David D. Doty,
    
    
    2,500
    
    
    
    
    
    
    
    5,000
    
    
    
    9.3800
    
    
    
    11/01/2010Chief Financial Officer
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10.1100
    
    
    
    11/30/2011(Principal Financial Officer)
Secretary, TreasurerClint Tryon,
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10.1100
    
    
    
    11/30/2011Former Principal Accounting Officer
Secretary and TreasurerAlan A. Terril,
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10.1100
    
    
    
    11/30/2011Vice-President and Chief
Operating OfficerKenneth D. Nelson,
    
    
    5,800
    
    
    
    
    
    
    
    
    
    
    
    5.8750
    
    
    
    04/16/2008Vice-President and Chief
    
    
    5,800
    
    
    
    
    
    
    
    
    
    
    
    3.8750
    
    
    
    10/21/2009Administrative Officer
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    2.4375
    
    
    
    03/08/201132,500
    
    
    
    
    
    
    
    
    
    
    
    1.4600
    
    
    
    11/19/2013
    
    
    
    
    
    
    
    10,000
    
    
    
    10.1100
    
    
    
    11/30/2011
 
 (1)
    
    Outstanding options vest in one-third increments on each anniversary date of grant.(2)
    
    Pursuant to the 2004 Equity Incentive Plan, the exercise price for all outstanding options is
based on the grant date fair market value, which is the market closing price of our Common Stock on
the Nasdaq Capital Market on the date of grant. Option Exercises and Stock Vested in 2006
  Option Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares Acquired
    
    Value Realized
    
    Shares Acquired
    
    Value RealizedName
    
    on Exercise (#)
    
    on Exercise ($)
    
    on Exercise (#)
    
    on Exercise ($)Bradley E. Larson
    
    
    25,000
    
    
    $
    143,375
    
    
    
    
    
    
    $
    David D. Doty
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Clint Tryon
    
    
    13,334
    
    
    
    117,873
    
    
    
    
    
    
    
    Alan A. Terril
    
    
    11,775
    
    
    
    103,942
    
    
    
    
    
    
    
    Kenneth D. Nelson
    
    
    15,000
    
    
    
    87,825
    
    
    
    
    
    
    
    
 12




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##### Table of Contents



Retirement Plans
 Pension Benefits
  Nonqualified Deferred Compensation
  Equity Incentive Plans
 Meadow Valley Corporation Equity Incentive Plan:
      Ready Mix, Inc. Equity Incentive Plan:
  13




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##### Table of Contents




    
    employees holding positions of responsibility with RMI whose performance can have a
significant effect on RMIs success; and
    
    non-employee directors.
  14




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Amount andNature ofBeneficial
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership (1)
    
    Class (1)Bradley E. Larson (2)
    
    
    144,796
    
    
    
    2.8
    %Kenneth D. Nelson (3)
    
    
    140,018
    
    
    
    2.7
    %Alan A. Terril
    
    
    0
    
    
    
    *David D. Doty (4)
    
    
    2,500
    
    
    
    *Don A. Patterson (5)
    
    
    2,500
    
    
    
    *Charles E. Cowan
    
    
    0
    
    
    
    *Charles R. Norton (6)
    
    
    18,000
    
    
    
    *Cyrus W. Spurlino (7)
    
    
    498,870
    
    
    
    9.5
    %North Atlantic Value LLP (8)
    
    
    400,124
    
    
    
    7.6
    %Kim A. Lewis, Trustee of Richard C. Lewis
GST Marital Sub Trust and Kim A. Lewis
Survivors Trust (9)
    
    
    392,000
    
    
    
    7.5
    %Praesidium Investment Management Company,
LLC (10)
    
    
    327,701
    
    
    
    6.2
    %Tontine Capital Partners, LP (11)
    
    
    344,452
    
    
    
    6.6
    %Hoak Public Equities, LP (12)
    
    
    273,924
    
    
    
    5.2
    %CD Capital Management LLC (13)
    
    
    257,531
    
    
    
    4.9
    %All officers and directors as a group (7
persons)
    
    
    307,814
    
    
    
    5.9
    %
 
 *
    
    Less than 1%.(1)
    
    Beneficial ownership includes direct and indirect ownership of shares of our Common Stock,
including rights to acquire beneficial ownership of shares upon the exercise of stock options
exercisable as of April 4, 2007 and that would become exercisable within 60 days of such date. To
our knowledge and unless otherwise indicated, each shareholder listed below has sole voting and
investment power over the shares listed as beneficially owned by such shareholder, subject to
community property laws where applicable. Percentage of ownership is based on 5,125,760 shares of
Common Stock outstanding as of April 4, 2007 and options exercisable within 60 days. Unless
otherwise indicated, all shareholders listed below have an address in care of our principal
executive offices which are located at 4602 E. Thomas Road, Phoenix, Arizona 85018.(2)
    
    Includes vested portion of stock options to purchase 47,334 shares of Common Stock.(3)
    
    Includes vested portion of stock options to purchase 64,100 shares of Common Stock.(4)
    
    Includes vested portion of stock options to purchase 2,500 shares of Common Stock.(5)
    
    Includes vested portion of stock options to purchase 2,500 shares of Common Stock.(6)
    
    Includes vested portion of stock options to purchase 18,000 shares of Common Stock.(7)
    
    Based solely on a Form 3 filed with the SEC on January 7, 2004. According to this filing, the
address of this holder is 4005 Industrial Road, Las Vegas, Nevada 89103. 15




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##### Table of Contents



(8)
    
    Based solely on a Schedule 13D/A filed with the SEC on September 15, 2006. According to this
filing, the address of this holder is Ryder Court, 14 Ryder Street, London SW1Y 6QB, England.(9)
    
    Based solely on a Schedule 13G/A filed with the SEC on March 30, 2004. According to this
filing, the address of this holder is 630 Butte Falls Highway, Prospect, Oregon 97536.(10)
    
    Based solely on a Form 13F-HR filed with the SEC on February 14, 2007. According to this
filing, the address of this holder is 747 Third Avenue, New York, New York 10017.(11)
    
    Based solely on a Schedule 13G/A filed with the SEC on February 14, 2006. According to this
filing, the address of this holder is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830.(12)
    
    Based solely on a Schedule 13D filed with the SEC on March 6, 2007. According to this filing,
the address of this holder is 500 Crescent Court, Suite 230, Dallas, Texas 75201.(13)
    
    Based solely on a Schedule 13D filed with the SEC on March 15, 2007. According to this filing,
the address of this holder is 2 North Riverside Plaza, Suite 720, Chicago, Illinois 60606. Equity Compensation Plan Information
  Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of securities
    
    
    
    
    
    
    for future issuanceto be issued upon
    
    
    Weighted-average
    
    
    under equityexercise of
    
    
    exercise price of
    
    
    compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    434,542
    
    
    
    4.86
    
    
    
    90,149Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    434,542
    
    
    
    
    
    
    
    90,149
 16




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##### Table of Contents



Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of securities
    
    
    
    
    
    
    for future issuanceto be issued upon
    
    
    Weighted-average
    
    
    under equityexercise of
    
    
    exercise price of
    
    
    compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders (1)(2)
    
    
    466,875
    
    
    
    11.47
    
    
    
    324,375Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    466,875
    
    
    
    
    
    
    
    324,375
 
 (1)
    
    Includes an individual compensation agreement for 116,250 warrants issued to our
underwriters as a portion of their compensation in connection with our initial public
offering.(2)
    
    Includes 350,625 stock options issued to employees, directors and consultants from
our 2005 equity incentive plan. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
    Director Independence
  17




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##### Table of Contents



Item 14. Principal Accounting Fees and Services
 Disclosure of Audit and Non-Audit Fees
  For the Years Ended December 31,2006
    
    2005Audit fees for the years ended December 31 and
fees for the review of financial statements included
in quarterly reports on Form 10-Q
    
    $
    169,000
    
    
    $
    129,000Audit related fees (1)
    
    
    4,322
    
    
    
    182,670Tax fees
    
    
    30,008
    
    
    
    27,603Other service fees
    
    
    36,284
    
    
    
    1,160
 
 (1)
    
    Fees paid in 2006 were associated with the registration of our majority owned subsidiarys
common stock shares underlying the equity incentive plan. Fees paid in 2005 included fees that
were associated with our majority owned subsidiarys initial public offering.  Audit Committee Approval of Audit and Non-Audit Service
      18




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  ExhibitNo.
    
    Title3.01
    
    Articles of Incorporation and Amendments thereto of the Registrant (1)3.02
    
    Bylaws of the Registrant (1)3.03
    
    Bylaws of the Registrant Effective October 20, 1995 (1)3.04
    
    Bylaws of the Registrant Effective April 28, 1997 (20)3.05
    
    Bylaws of the Registrant Effective September 13, 2004 (15)3.06
    
    Bylaws of the Registrant Effective February 5, 2007 (16)3.07
    
    Certificate of Designation of Series a Participating Preferred Stock Effective February 13, 2007 (17)4.1
    
    Shareholder Rights Plan Effective February 13, 2007 (18)10.1
    
    Form of Indemnification Agreement with entered into by the Registrant with its Directors and
executive officers (2)10.2
    
    Employment Agreement with Bradley E. Larson *10.3
    
    Employment Agreement with Kenneth D. Nelson *10.4
    
    Employment Agreement with Alan A. Terril *10.5
    
    Property Lease and Aggregate Supply Agreement with Sun State Rock & Materials Corp. (7)10.6
    
    Property Lease and Aggregate Supply Agreement with Clay R. Oliver d.b.a. Oliver Mining Company (7)10.7
    
    Office Lease Agreement (20)10.8
    
    Amendment to Office Lease Agreement of the Registrant (9)10.9
    
    Amendment to Office Lease Agreement of the Registrant (9)10.10
    
    General Agreement of Indemnity between the Registrant and Liberty Mutual Insurance Company (3)10.11
    
    Settlement Agreement and Release between the Registrant and New Mexico Department of Transportation
(11)10.12
    
    Promissory Note with Nevada State Bank (12)10.13
    
    Promissory Note with Nevada State Bank (12)10.14
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (7)10.15
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (7)10.16
    
    Master Security Agreement with The CIT Group/Equipment Financing, Inc. (7)10.17
    
    Master Security Agreement with The CIT Group/Equipment Financing, Inc. (7)10.18
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (7)10.19
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (13)10.20
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (12)10.21
    
    Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (7)
 19




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##### Table of Contents



ExhibitNo.
    
    Title10.22
    
    Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (8)10.23
    
    Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (8)10.24
    
    Amendment No. 1 to Restated and Amended Revolving Loan Agreement with The CIT Group/Equipment
Financing, Inc. (20)10.25
    
    Amendment No. 2 to Restated and Amended Revolving Loan Agreement with The CIT Group/Equipment
Financing, Inc. (20)10.26
    
    Renewal and Amendment of Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment
Financing, Inc. (5)10.27
    
    Renewal and Amendment of Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (5)10.28
    
    Amendment of Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment Financing,
Inc. (13)10.29
    
    Amendment of Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (13)10.30
    
    Line of Credit Agreement with GMAC Financial Services (10)10.31
    
    Line of Credit Agreement with Ford Motor Credit Company (10)10.32
    
    Commitment letter from DaimlerChrysler Services (14)10.33
    
    Master Lease Agreement with Wells Fargo Equipment Finance, Inc. (14)10.34
    
    Employment Agreement with David D. Doty (19)10.35
    
    Office Lease Agreement *10.36
    
    Amendment to Office Lease Agreement of the Registrant *14.1
    
    Code of Ethics for Senior Management (11)21
    
    Subsidiaries of the Registrant (1)23
    
    Consent of Independent Auditors **31.1
    
    Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of The Securities
Exchange Act of 1934. **31.2
    
    Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of The Securities
Exchange Act of 1934. **32
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
 
 (1)
    
    Incorporation by reference to the Companys Registration Statement on Form S-1, File Number 33-87750
declared effective on October 16, 1995(2)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated March 9, 2007(3)
    
    Incorporated by reference to the Companys June 30, 2002 Form 10-Q(4)
    
    Incorporated by reference to the Companys September 30, 2002 Form 10-Q(5)
    
    Incorporated by reference to the Companys December 31, 2002 Annual Report on Form 10-K(6)
    
    Incorporated by reference to the Companys December 31, 1998 Annual Report on Form 10-K 20




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##### Table of Contents



(7)
    
    Incorporated by reference to the Companys December 31, 2000 Annual Report on Form 10-K(8)
    
    Incorporated by reference to the Companys September 30, 2001 Form 10-Q(9)
    
    Incorporated by reference to the Companys June 30, 2003 Form 10-Q(10)
    
    Incorporated by reference to the Companys September 30, 2003 Form 10-Q(11)
    
    Incorporated by reference to the Companys December 31, 2003 Annual Report on Form 10-K(12)
    
    Incorporated by reference to the Companys June 30, 2004 Form 10-Q(13)
    
    Incorporated by reference to the Companys March 31, 2003 Form 10-Q(14)
    
    Incorporated by reference to the Companys March 31, 2004 Form 10-Q(15)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated September 13, 2004(16)
    
    Previously filed as Exhibit 3.2 to the Companys Form 8-K Current Report dated February 9, 2007(17)
    
    Previously filed as Exhibit 3.1 to the Companys Form 8-K Current Report dated February 14, 2007(18)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated February 14, 2007(19)
    
    Previously filed without exhibit to the Companys Form 8-K Current Report dated November 7, 2006(20)
    
    Incorporated by reference to the Companys December 31, 2001 Annual Report on Form 10-K*
    
    Filed with the initial filing of this Form 10-K.**
    
    Filed herewith. 21




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##### Table of Contents



SIGNATURES
  MEADOW VALLEY CORPORATION/s/ Bradley E. Larson

Bradley E. LarsonPresident and Chief Executive Officer(Principal Executive Officer)Date: April 27, 2007
  /s/ Bradley E. Larson
    
    *Bradley E. Larson
    
    Don A. PattersonDirector, President and Chief Executive Officer
    
    DirectorDate: April 27, 2007
    
    Date: April 27, 2007*
    
    *Kenneth D. Nelson
    
    Charles E. CowanDirector, Chief Administrative Officer and
    
    DirectorVice President
    
    Date: April 27, 2007Date: April 27, 2007*
    
    *Charles R. Norton
    
    David D. DotyDirector
    
    Chief Financial Officer, Principal Financial
and Accounting OfficerDate: April 27, 2007
    
    Date: April 27, 2007
 *
    
    by:
    
    /s/ Bradley E. LarsonBradley E. Larson, Attorney-in-FactDate: April 27, 2007
 22