SEC Comment Letter for MEADOW VALLEY CORP (CIK 0000934749) — Aug 25, 2005
MEADOW VALLEY CORP (CIK 0000934749)
Date: Aug. 25, 2005 · CIK: 0000934749 · Accession: 0000000000-05-044229
AI Filing Summary & Sentiment
Referenced dates: August 10, 2005, July 27, 2005
Letter
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 Form 10-Q for the quarter ended June 30, 2005 File No. 0-25428
RE: Meadow Valley Corporation Form 10-K for the fiscal year ended December 31, 2004 Filed March 31, 2005
Dear Mr. Tryon:
We have reviewed your response letter dated August 10, 2005 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 5 in our letter dated July 27, 2005. It is unclear how the amounts of $(41,531), $(21,535), and $90,595 could represent rounding adjustments given the magnitude and changes year-over-year. It is also unclear how these amounts, which represent 4.7% of pre-tax income and 6.9% of diluted earnings per share in 2004; 13.3% of pre- tax income and 19.9% of diluted earnings per share in 2003; and 9.7% of pre-tax income and 12.1% of diluted earnings per share in 2002, could be deemed immaterial to your financial statements, in light of SAB No. 99. Please explain in further detail your analysis of the components of the "other" category in your rate reconciliation. If you are unable to justify these amounts, please tell us why you believe your deferred tax expense in each of the three years presented is fairly stated.
Form 10-Q for the period ended June 30, 2005
Item 4. Controls and Procedures, page 24
2. We have reviewed your response to prior comment 9 in our letter dated July 27, 2005. However, we note that you have not included the revised disclosure 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, pursuant to Exchange Act Rule 13a-15(e). In future filings, please revise to include this disclosure and to retain your previous disclosure (for example, from the first quarter 2005 Form 10-Q) that your disclosure controls and procedures are effective to ensure that information required to be disclosed by you in reports that you file under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. In other words, retain this language as well as the language that indicates that the information is also accumulated and communicated to management to allow timely decisions regarding required disclosure.
3. Please revise your disclosure in future filings regarding changes to internal controls and procedures over financial reporting to identify "any changes," not just "significant" changes, that have materially affected, or are reasonably likely to materially affect, your internal controls and procedures over financial reporting. See Item 308(c) of Regulation S-K.
* * * *
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
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 25, 2005
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 quarter ended June 30, 2005
File No. 0-25428
Dear Mr. Tryon:
We have reviewed your response letter dated August 10, 2005
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 5 in our
letter dated July 27, 2005. It is unclear how the amounts of
$(41,531), $(21,535), and $90,595 could represent rounding
adjustments given the magnitude and changes year-over-year. It is
also unclear how these amounts, which represent 4.7% of pre-tax
income and 6.9% of diluted earnings per share in 2004; 13.3% of
pre-
tax income and 19.9% of diluted earnings per share in 2003; and
9.7%
of pre-tax income and 12.1% of diluted earnings per share in 2002,
could be deemed immaterial to your financial statements, in light
of
SAB No. 99. Please explain in further detail your analysis of the
components of the "other" category in your rate reconciliation.
If
you are unable to justify these amounts, please tell us why you
believe your deferred tax expense in each of the three years
presented is fairly stated.
Form 10-Q for the period ended June 30, 2005
Item 4. Controls and Procedures, page 24
2. We have reviewed your response to prior comment 9 in our
letter
dated July 27, 2005. However, we note that you have not included
the
revised disclosure 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, pursuant
to
Exchange Act Rule 13a-15(e). In future filings, please revise to
include this disclosure and to retain your previous disclosure
(for
example, from the first quarter 2005 Form 10-Q) that your
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by you in reports that you file under the
Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of
the SEC. In other words, retain this language as well as the
language that indicates that the information is also accumulated
and
communicated to management to allow timely decisions regarding
required disclosure.
3. Please revise your disclosure in future filings regarding
changes to internal controls and procedures over financial
reporting
to identify "any changes," not just "significant" changes, that
have
materially affected, or are reasonably likely to materially
affect,
your internal controls and procedures over financial reporting.
See
Item 308(c) of Regulation S-K.
* * * *
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
August 25, 2005
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>