##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 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 001-32440
 READY MIX, INC.
  Nevada
    
    86-0830443(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)3430 East Flamingo Road Suite 100, Las Vegas, NV
    
    89121(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (702) 433-2090
  Title of each class:
    
    Name of exchange on which registered:Common stock, $.001 par value
    
    American Stock Exchange
 o þ
 o þ
 þ o
 o
  o o þ o
  o þ




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DOCUMENTS INCORPORATED BY REFERENCE




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##### 



READY MIX, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2007
  
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    10Item 1B.
    
    Unresolved Staff Comments
    
    
    14Item 2.
    
    Properties
    
    
    15Item 3.
    
    Legal Proceedings
    
    
    15Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    16PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    16Item 6.
    
    Selected Financial Data
    
    
    19Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 8.
    
    Financial Statements and Supplementary Data
    
    
    28Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    49Item 9A(T)
    
    Controls and Procedures
    
    
    49Item 9B.
    
    Other Information
    
    
    49PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    49Item 11.
    
    Executive Compensation
    
    
    49Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    50Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    50Item 14.
    
    Principal Accountant Fees and Services
    
    
    50PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    50EX-10.16EX-10.17EX-10.18EX-23.1EX-31.1EX-31.2EX-32
  i




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Special Note Regarding Forward Looking Statements
    
 PART I
 
 Item 1. Business
 General
  1




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December 31*,2007
    
    2006
    
    2005Commercial and industrial construction
    
    
    31
    %
    
    
    27
    %
    
    
    28
    %Residential construction
    
    
    53
    %
    
    
    53
    %
    
    
    55
    %Street and highway construction and paving
    
    
    8
    %
    
    
    7
    %
    
    
    7
    %Other public works and infrastructure
construction
    
    
    8
    %
    
    
    13
    %
    
    
    10
    %100
    %
    
    
    100
    %
    
    
    100
    %
 
 *
    
    Percentages are approximate. Business Strategy
  
    
    increasing our operating assets and marketing presence within the two metropolitan
markets we currently serve;
    
    expanding beyond the metropolitan areas of our two existing markets, but initially
within the states of Nevada and Arizona; and
    
    continuing our existing operating strategy aimed at increasing revenue growth and market
share, achieving cost efficiencies and enhancing profitability.
 
 2




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Expanding Beyond the Metropolitan Areas of Our Two Existing Markets
  Continuing Our Existing Operating Strategies
  Increasing Marketing and Sales Initiatives and Enhancing Operations.
 
    
    developing additional local-level marketing and sales expertise;
    
    establishing company-wide quality control improvements;
    
    developing and implementing training programs that emphasize successful
marketing, sales and training techniques and the sale of high-margin concrete mix
designs; and
    
    investing in computer and communications technology at each of our locations to
improve purchasing, accounting, load dispatch, delivery efficiency and reliability
and customer relations.
 Achieving Cost Efficiencies and Enhancing Profitability.
 
    
    materials procurement;
    
    purchases of mixer trucks and other equipment, spare parts and tools;
    
    vehicle and equipment maintenance;
    
    equipment financing terms;
    
    employee benefit plans; and
    
    insurance and other risk management programs.
 Market Overview
 2008 U.S. Markets
Construction Overview
 3




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Products and Services
 Ready-Mix Concrete
  4




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
    
    production of new formulations and alternative product recommendations that
reduce labor and materials costs;
    
    quality control, through automated production and testing, that ensures
consistent results and minimizes the need to correct completed work; and
    
    scheduling and tracking systems that ensure timely delivery and reduce the
downtime incurred by the customers finishing crew.
  
    
    relieve internal pressure and increase resistance to cracking in cold weather;
    
    retard the hardening process to make concrete more workable in hot weather;
    
    strengthen concrete by reducing its water content;
    
    accelerate the hardening process and reduce the time required for curing; and
    
    facilitate the placement of concrete having low water content.
  Operations
   
    
    capital availability;
    
    production consistency requirements; and
    
    daily production capacity requirements.
 
 5




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
    
    the expected production demand for the plant;
    
    the expected types of projects the plant will service; and
    
    the desired location of the plant.
       
    
    the dispatch office coordinates the timing and delivery of the concrete to the
job site;
    
    an operator supervises and coordinates the receipt of the necessary raw
materials and operates the hopper that dispenses those materials into the
appropriate storage bins;
    
    a batch operator prepares the specified mixture from the order and oversees the
loading of the mixer truck with dry ingredients and water; and
    
    the driver of the mixer truck delivers the load to the job site, discharges the
load and, after washing the truck, departs at the direction of the dispatch office.
 
 6




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
    
    loading concrete;
    
    en route to a particular job site;
    
    on the job site;
    
    being washed; or
    
    en route to a particular plant.
   
    
    maintenance personnel who perform routine maintenance work throughout our
plants;
    
    mechanics who perform substantially all the maintenance and repair work on our
vehicles;
    
    quality control staff who prepare mixtures for particular job specifications;
    
    various clerical personnel who are responsible for our day-to-day operations;
and
    
    sales personnel who are responsible for identifying potential customers and
maintaining existing customer relationships.
  Cement and Raw Materials
   7




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Customers
   Competition
   Training and Safety
  Sales and Marketing
  8




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Seasonality
  Insurance
   Equipment
   Government Regulation
  
    
    zoning regulations;
    
    street and highway usage;
    
    noise levels; and
    
    health, safety and environmental matters.
 9




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Employees
  Website Access
  
 Item 1A. Risk Factors
  10




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We are and will continue to be subject to conflicts of interest resulting from Meadow Valleys
control of us, and we do not have any procedures in place to resolve such conflicts.
  We are at risk of a change in control of ownership.
  At any given time, one or a limited number of customers may account for a large percentage of our
revenue, which means that we face a greater risk of loss of revenue and a reduction in our
profitability if we lose a major customer or if a major customer faces financial difficulties.
  We may lose business to competitors who underbid us or who have greater resources to supply larger
jobs than we have, and we may be otherwise unable to compete favorably in our highly competitive
industry.
  11




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We depend on third parties for cement and other supplies essential to operate our business. The
loss of any such suppliers could impact our ability to provide concrete to, or otherwise service
our customers, as well as our ability to retain and attract customers.
  Our operating results may vary significantly from reporting period to reporting period and may be
adversely affected by the cyclical nature of the ready-mix concrete markets we serve, causing
significant reductions in our revenue.
  
    
    the level of residential and commercial construction in Nevada and Arizona;
    
    the availability of funds for public or infrastructure construction from local,
state and federal sources;
    
    changes in interest rates;
    
    variations in the margins of jobs performed during any particular quarter; and
    
    the budgetary spending patterns of our customers.
  Our business is seasonal, causing quarterly variations in our revenue and earnings, which in turn
could negatively affect our stock price.
  Governmental regulations covering the ready-mix concrete industry, including environmental
regulations, may result in increases in our operating costs and capital expenditures and decreases
in our earnings.
  
    
    zoning regulations affecting plant locations;
    
    restrictions on street and highway usage;
    
    limitations on noise levels; and
    
    regulation of health, safety and environmental matters.
 12




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There are special risks related to our operating and internal growth strategies that could
adversely affect our operating practices and overall profitability.
  
    
    attract new customers and retain existing customers;
    
    differentiate our company in a competitive market by successfully emphasizing
the quality of our products and our service;
    
    hire and retain mixer truck drivers and other specialized employees; and
    
    place orders for new equipment on a timely basis to meet production needs.
 The departure of key personnel could disrupt our business and limit our growth, as this growth
requires the hiring of new local senior managers and executive officers.
  If some or all of our employees unionize, it could result in increases in our operating costs,
disruptions in our business and decreases in our earnings.
  13




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Our operations are subject to special hazards that may cause personal injury or property damage,
subjecting us to liabilities and possible losses which may not be covered by insurance.
  We may incur material costs and losses as a result of claims that our products do not meet
regulatory requirements or contractual specifications.
  Our revenue attributable to public works projects could be negatively impacted by a decrease or
delay in governmental spending.
  
 Item 1B. Unresolved Staff Comments
  14




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Item 2. Properties
  Approximate
    
    ApproximateBuilding Size in
    
    Land
    
    Owned or
    
    Monthly
    
    LeaseLocation
    
    Purpose
    
    Square Feet
    
    in Acres
    
    Leased
    
    Rental
    
    Expires3430 East Flamingo Suite 100,Las Vegas, Nevada
    
    Area office
    
    5,900
    
    
    
    Leased
    
    $9,870
    
 3/10/20104602 East Thomas RoadPhoenix, Arizona

    
    Area office
    
    18,400
    
    2
    
    Owned
    
    
    
    109 West Delhi,

    
    Ready MixNorth Las Vegas, Nevada
    
    production facility
    
    4,470
    
    5
    
    Owned
    
    
    
    11500 West Beardsley Road,

    
    Ready MixSun City, Arizona (1)
    
    production facility

    
    440
    
    5
    
    Leased
    
    
    
 5/31/201039245 North Schnepf Road,

    
    Ready MixQueen Creek, Arizona
    
    production facility
    
    440
    
    5
    
    Owned
    
    
    
    North Schnepf Road,

    
    Sand and AggegateQueen Creek, Arizona (1) (2)
    
    production facility
    
    
    
    15
    
    Leased
    
    
    
 8/30/2009Richmar Ave.,

    
    Ready MixLas Vegas, Nevada
    
    production facility
    
    440
    
    5
    
    Owned
    
    
    
    6204 West Southern Avenue,

    
    Ready MixTolleson, Arizona (1)
    
    production facility
    
    440
    
    5
    
    Leased
    
    
    
 10/31/2016Sand and AggegateMoapa, Nevada (1)
    
    production facility
    
    840
    
    40
    
    Leased
    
    
    
 1/1/2009Ready MixMoapa, Nevada (1)
    
    production facility
    
    440
    
    
    
    Leased
    
    
    
    Sand and AggegateNorthwest Arizona (1)
    
    production facility
    
    840
    
    40
    
    Leased
    
    
    
 8/27/2008Sand and AggegateNorthwest Las Vegas, Nevada (1)
    
    production facility
    
    
    
    40
    
    Leased
    
    
    
 3/31/2008Ready MixNorthwest Las Vegas, Nevada (1)

    
    production facility
    
    440
    
    
    
    Leased
    
    
    
    
 
 (1)
    
    Our facility rent is included in the cost of the material which we purchase from the lessors.(2)
    
    Currently we are not mining this site.  
 Item 3. Legal Proceedings
  15




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Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
  2007 *
    
    2006 *High
    
    Low
    
    High
    
    LowFirst quarter
    
    $
    13.44
    
    
    $
    11.11
    
    
    $
    16.95
    
    
    $
    13.30Second quarter
    
    $
    13.90
    
    
    $
    11.96
    
    
    $
    15.62
    
    
    $
    12.80Third quarter
    
    $
    13.20
    
    
    $
    11.85
    
    
    $
    14.10
    
    
    $
    9.48Fourth quarter
    
    $
    12.40
    
    
    $
    6.40
    
    
    $
    11.42
    
    
    $
    10.25
 
 *
    
    - The quarterly highs and lows are based on daily market closing prices during each
respective period.  Ready Mix, Inc.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)
    
    
    482,375
    
    
    $
    11.54
    
    
    
    306,875Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    482,375
    
    
    
    
    
    
    
    306,875
 
 (1)
    
    - Includes an individual compensation agreement for 116,250 warrants to
purchase shares of common stock issued to our underwriters as   a portion of their
compensation in connection with our initial public offering.(2)
    
    - Includes 366,125 options to purchase shares of common stock issued to our
employees, directors and consultants from our 2005 Plan. 16




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Meadow Valley CorporationEquity 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)
    
    
    320,011
    
    
    $
    5.35
    
    
    
    150,149Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    320,011
    
    
    
    
    
    
    
    150,149
 
 (1)
    
    - Includes options to purchase shares of Meadow Valleys common stock issued to
Meadow Valleys employees, directors and   consultants from its 2004 equity incentive
plan.  17




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*
    
    $100 invested on 8/24/05 in stock or 7/31/05 in index-including reinvestment of dividends.
Fiscal year ending December 31. 8/24/2005
    
    
    12/31/2005
    
    
    12/31/2006
    
    
    12/31/2007Ready Mix, Inc.
    
    
    
    100.00
    
    
    
    
    113.22
    
    
    
    
    91.74
    
    
    
    
    53.88AMEX Composite Index
    
    
    
    100.00
    
    
    
    
    105.16
    
    
    
    
    125.13
    
    
    
    
    152.50Peer Group
    
    
    
    100.00
    
    
    
    
    104.87
    
    
    
    
    129.00
    
    
    
    
    141.93
 The stock price performance included in this graph is not necessarily indicative of
future stock price performance.
 18




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Item 6. Selected Financial Data
 Statement of Operations Information:
  Statement of Operations Information:
  Years ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Revenue
    
    $
    77,365
    
    
    $
    83,589
    
    
    $
    67,734
    
    
    $
    59,136
    
    
    $
    44,128Gross profit
    
    
    6,154
    
    
    
    9,206
    
    
    
    7,072
    
    
    
    6,627
    
    
    
    4,107Income from operations
    
    
    1,580
    
    
    
    4,927
    
    
    
    3,943
    
    
    
    4,055
    
    
    
    1,620Income before income taxes
    
    
    2,111
    
    
    
    5,212
    
    
    
    3,921
    
    
    
    3,811
    
    
    
    1,674Net income
    
    
    1,355
    
    
    
    3,339
    
    
    
    2,486
    
    
    
    2,440
    
    
    
    1,040Basic net income per common share
    
    $
    0.36
    
    
    $
    0.88
    
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    0.51Diluted net income per common share
    
    $
    0.36
    
    
    $
    0.87
    
    
    $
    0.93
    
    
    $
    1.20
    
    
    $
    0.51Basic weighted average common shares
outstanding
    
    
    3,808,337
    
    
    
    3,807,500
    
    
    
    2,654,688
    
    
    
    2,025,000
    
    
    
    2,025,000Diluted weighted average common shares
outstanding
    
    
    3,817,009
    
    
    
    3,833,580
    
    
    
    2,681,053
    
    
    
    2,025,000
    
    
    
    2,025,000Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Balance Sheet Information:
 December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Total assets
    
    $
    46,279
    
    
    $
    47,023
    
    
    $
    39,907
    
    
    $
    22,414
    
    
    $
    16,025Total notes payable and capital
lease obligations
    
    
    9,845
    
    
    
    11,040
    
    
    
    8,020
    
    
    
    8,342
    
    
    
    5,239Due to affiliate
    
    
    38
    
    
    
    73
    
    
    
    85
    
    
    
    1,380
    
    
    
    2,416Intercompany income tax
allocation payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,298
    
    
    
    658Total shareholders equity
    
    
    29,219
    
    
    
    27,467
    
    
    
    23,966
    
    
    
    4,344
    
    
    
    1,904
 Financial Position Information:
 Years ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Working capital
    
    $
    11,808
    
    
    $
    10,404
    
    
    $
    14,186
    
    
    $
    (1,057
    )
    
    $
    (563
    )Current ratio
    
    
    2.49
    
    
    
    2.08
    
    
    
    2.70
    
    
    
    0.90
    
    
    
    0.94Debt to equity
    
    
    0.34
    
    
    
    0.40
    
    
    
    0.33
    
    
    
    1.92
    
    
    
    2.75
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  19




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Executive Overview
  Results of Operations
  Years ended December 31,Dollars in Thousands
    
    2007
    
    2006
    
    2005Revenue
    
    $
    75,620
    
    
    
    97.7
    %
    
    $
    83,152
    
    
    
    99.5
    %
    
    $
    66,898
    
    
    
    98.8
    %Related party revenue
    
    
    1,745
    
    
    
    2.3
    %
    
    
    437
    
    
    
    0.5
    %
    
    
    836
    
    
    
    1.2
    %Total revenue
    
    
    77,365
    
    
    
    100.0
    %
    
    
    83,589
    
    
    
    100.0
    %
    
    
    67,734
    
    
    
    100.0
    %Gross profit
    
    
    6,154
    
    
    
    8.0
    %
    
    
    9,206
    
    
    
    11.0
    %
    
    
    7,072
    
    
    
    10.4
    %General and administrative expenses
    
    
    4,574
    
    
    
    5.9
    %
    
    
    4,279
    
    
    
    5.1
    %
    
    
    3,128
    
    
    
    4.6
    %Income from operations
    
    
    1,580
    
    
    
    2.0
    %
    
    
    4,927
    
    
    
    5.9
    %
    
    
    3,943
    
    
    
    5.8
    %Interest income
    
    
    385
    
    
    
    0.5
    %
    
    
    395
    
    
    
    0.5
    %
    
    
    174
    
    
    
    0.3
    %Interest expense
    
    
    (138
    )
    
    
    -0.2
    %
    
    
    (163
    )
    
    
    -0.2
    %
    
    
    (227
    )
    
    
    -0.3
    %Income tax expense
    
    
    756
    
    
    
    1.0
    %
    
    
    1,872
    
    
    
    2.2
    %
    
    
    1,435
    
    
    
    2.1
    %Net income
    
    $
    1,355
    
    
    
    1.8
    %
    
    $
    3,339
    
    
    
    4.0
    %
    
    $
    2,486
    
    
    
    3.7
    %Depreciation and amortization
    
    $
    4,377
    
    
    
    5.7
    %
    
    $
    3,439
    
    
    
    4.1
    %
    
    $
    2,411
    
    
    
    3.6
    %
 Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
 Revenue.
 Gross Profit.
 20




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Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income.
 Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
 Revenue.
 Gross Profit.
 21




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Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income.
 Liquidity and Capital Resources
     22




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For the years ended December 31,(Dollars in Thousands)
    
    2007
    
    2006
    
    2005Cash provided by operating activities
    
    $
    7,293
    
    
    $
    5,158
    
    
    $
    2,123Cash used in investing activities
    
    
    3,586
    
    
    
    8,394
    
    
    
    4,582Cash provided by (used in) financing activities
    
    
    (2,920
    )
    
    
    (504
    )
    
    
    13,145
       23




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##### Table of Contents



Summary of Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    After(Dollars In thousands)

    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsContractual ObligationsLong-term debt obligations
    
    $
    9,841
    
    
    $
    2,019
    
    
    $
    4,875
    
    
    $
    1,841
    
    
    $
    1,106Interest payments on long-term debt (1)
    
    
    1,907
    
    
    
    662
    
    
    
    830
    
    
    
    271
    
    
    
    144Capital lease obligations
    
    
    5
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    Operating leases obligations
    
    
    6,798
    
    
    
    2,624
    
    
    
    3,583
    
    
    
    591
    
    
    
    Purchase obligations
    
    
    23,990
    
    
    
    3,842
    
    
    
    6,323
    
    
    
    4,740
    
    
    
    9,085Other long-term liabilities (2)
    
    
    287
    
    
    
    287
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    42,828
    
    
    $
    9,439
    
    
    $
    15,611
    
    
    $
    7,443
    
    
    $
    10,335
 
 (1)
    
    Interest payments are based on the individual interest rates of each obligation, which
range from 5.22% to 8.45% per annum. We do not assume an increase in the variable interest rate.
See Note 7  Line of Credit and Note 8  Notes Payable in the notes to the financial statements
included in Item 8.(2)
    
    Other long-term liabilities reflected on the registrants balance sheet under GAAP include
employment contracts with two of our key executive officers that call for annual salaries of
$165,000 and $132,300 through January 2008, respectively, and are to be reviewed annually by our
Compensation Committee. In addition, other long-term liabilities include an administrative services
agreement with Meadow Valley in the amount of $22,000 per month expiring December 31, 2008. Impact of Inflation
  Critical Accounting Estimates
 General
   24




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##### Table of Contents



Reportable Segments
  Collectibility of Account Receivables
  Valuation of Property and Equipment
  Batch plants
    
    4-15 yearsOffice buildings
    
    39 yearsComputer equipment
    
    3-5 yearsEquipment
    
    3-10 yearsLeasehold improvements
    
    3-10  yearsOffice furniture and equipment
    
    5-7  yearsVehicles
    
    5-10 years
   25




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##### Table of Contents



Income taxes
   Classification of Leases
  Recent Accounting Pronouncements
   26




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##### Table of Contents



Off-Balance Sheet Arrangements
  Known and Anticipated Future Trends and Contingencies
   
 Item 7A Quantitative and Qualitative Disclosures About Market Risk
    27




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##### Table of Contents



Item 8 Financial Statements and Supplementary Data
 
 Report of Independent Registered Public Accounting Firm
 
    
 
  28




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##### Table of Contents



READY MIX, INC.
BALANCE SHEETS
 December 31,2007
    
    
    2006Assets:Current assets:Cash and cash equivalents
    
    $
    9,157,868
    
    
    $
    8,369,875Accounts receivable, net
    
    
    7,892,523
    
    
    
    8,864,436Inventory
    
    
    1,151,926
    
    
    
    1,301,842Prepaid expenses
    
    
    1,156,086
    
    
    
    1,169,041Due from affiliate
    
    
    37,859
    
    
    
    Deferred tax asset
    
    
    359,396
    
    
    
    361,206Total current assets
    
    
    19,755,658
    
    
    
    20,066,400Property and equipment, net
    
    
    26,347,234
    
    
    
    25,481,056Refundable deposits
    
    
    176,188
    
    
    
    1,475,297Total assets
    
    $
    46,279,080
    
    
    $
    47,022,753Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    3,888,856
    
    
    $
    4,269,519Accrued liabilities
    
    
    2,023,403
    
    
    
    2,443,258Notes payable
    
    
    2,019,192
    
    
    
    2,515,522Obligations under capital leases
    
    
    4,634
    
    
    
    250,313Due to affiliate
    
    
    
    
    
    
    73,395Income tax payable
    
    
    11,738
    
    
    
    110,458Total current liabilities
    
    
    7,947,823
    
    
    
    9,662,465Notes payable, less current portion
    
    
    7,821,295
    
    
    
    8,269,789Obligations under capital leases, less current portion
    
    
    
    
    
    
    4,634Deferred tax liability
    
    
    1,290,823
    
    
    
    1,619,009Total liabilities
    
    
    17,059,941
    
    
    
    19,555,897Commitments and contingenciesStockholders equity:Preferred stock  $.001 par value; 5,000,000 shares authorized,
none issued and outstanding
    
    
    
    
    
    
    Common stock  $.001 par value; 15,000,000 shares authorized,
3,809,500 and 3,807,500 issued and outstanding
    
    
    3,810
    
    
    
    3,808Additional paid-in capital
    
    
    18,190,971
    
    
    
    17,793,892Retained earnings
    
    
    11,024,358
    
    
    
    9,669,156Total stockholders equity
    
    
    29,219,139
    
    
    
    27,466,856Total liabilities and stockholders equity
    
    $
    46,279,080
    
    
    $
    47,022,753
  29




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##### Table of Contents



READY MIX, INC.
STATEMENTS OF OPERATIONS
 For the years ended December 31,2007
    
    
    2006
    
    
    2005Revenue:Revenue
    
    $
    75,620,128
    
    
    $
    83,151,938
    
    
    $
    66,898,161Revenue  related parties
    
    
    1,744,544
    
    
    
    436,865
    
    
    
    836,263Total revenue
    
    
    77,364,672
    
    
    
    83,588,803
    
    
    
    67,734,424Cost of revenue
    
    
    71,210,190
    
    
    
    74,382,436
    
    
    
    60,662,744Gross profit
    
    
    6,154,482
    
    
    
    9,206,367
    
    
    
    7,071,680General and administrative expenses
    
    
    4,574,463
    
    
    
    4,279,252
    
    
    
    3,128,416Income from operations
    
    
    1,580,019
    
    
    
    4,927,115
    
    
    
    3,943,264Other income (expense):Interest income
    
    
    385,353
    
    
    
    394,779
    
    
    
    173,574Interest expense
    
    
    (137,533
    )
    
    
    (163,229
    )
    
    
    (227,341
    )Other income
    
    
    283,470
    
    
    
    52,941
    
    
    
    31,135531,290
    
    
    
    284,491
    
    
    
    (22,632
    )Income before income taxes
    
    
    2,111,309
    
    
    
    5,211,606
    
    
    
    3,920,632Income tax expense
    
    
    756,107
    
    
    
    1,872,331
    
    
    
    1,435,042Net income
    
    $
    1,355,202
    
    
    $
    3,339,275
    
    
    $
    2,485,590Basic net income per common share
    
    $
    0.36
    
    
    $
    0.88
    
    
    $
    0.94Diluted net income per common share
    
    $
    0.36
    
    
    $
    0.87
    
    
    $
    0.93Basic weighted average common
shares outstanding
    
    
    3,808,337
    
    
    
    3,807,500
    
    
    
    2,654,688Diluted weighted average common
shares outstanding
    
    
    3,817,009
    
    
    
    3,833,580
    
    
    
    2,681,053
  30




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##### Table of Contents



READY MIX, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Common StockNumber of
    
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    
    Paid-in
    
    
    RetainedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    EarningsBalance at January 1, 2005
    
    
    2,025,000
    
    
    $
    2,025
    
    
    $
    497,975
    
    
    $
    3,844,291Common stock issued during
initial public offering (1)
    
    
    1,782,500
    
    
    
    1,783
    
    
    
    17,134,490Net income for the year ended
2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,485,590Balance at December 31, 2005
    
    
    3,807,500
    
    
    
    3,808
    
    
    
    17,632,465
    
    
    
    6,329,881Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    161,427Net income for the year ended
2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,339,275Balance at December 31, 2006
    
    
    3,807,500
    
    
    
    3,808
    
    
    
    17,793,892
    
    
    
    9,669,156Common stock issued
upon exercise of options
    
    
    2,000
    
    
    
    2
    
    
    
    21,998Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    375,081Net income for the year ended
2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,355,202Balance at December 31, 2007
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,190,971
    
    
    $
    11,024,358
 
 (1)
    
     Additional paid-in capital as reported is net of offering costs, in the amount of $2,471,227.  31




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##### Table of Contents



READY MIX, INC.
STATEMENTS OF CASH FLOWS
 For the years ended December 31,2007
    
    
    2006
    
    
    2005Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    78,500,885
    
    
    $
    83,209,417
    
    
    $
    66,064,739Cash paid to suppliers and employees
    
    
    (70,274,014
    )
    
    
    (76,009,924
    )
    
    
    (61,719,515
    )Taxes paid
    
    
    (1,181,203
    )
    
    
    (2,273,465
    )
    
    
    (2,168,368
    )Interest received
    
    
    385,353
    
    
    
    394,779
    
    
    
    173,574Interest paid
    
    
    (137,533
    )
    
    
    (163,229
    )
    
    
    (227,341
    )Net cash provided by operating activities
    
    
    7,293,488
    
    
    
    5,157,578
    
    
    
    2,123,089Cash flows from investing activities:Purchase of property and equipment
    
    
    (3,792,325
    )
    
    
    (8,439,469
    )
    
    
    (4,582,027
    )Cash received from sale of equipment
    
    
    206,554
    
    
    
    45,500
    
    
    
    Net cash used in investing activities
    
    
    (3,585,771
    )
    
    
    (8,393,969
    )
    
    
    (4,582,027
    )Cash flows from financing activities:Proceeds from the issuance of common stock
    
    
    22,000
    
    
    
    
    
    
    
    17,747,900Offering costs from the issuance of common stock
    
    
    
    
    
    
    
    
    
    
    (611,627
    )Repayment of due to affiliate
    
    
    (111,254
    )
    
    
    (11,415
    )
    
    
    (1,294,516
    )Proceeds from notes payable
    
    
    2,956,120
    
    
    
    3,083,540
    
    
    
    543,998Repayment of notes payable
    
    
    (5,536,277
    )
    
    
    (3,107,304
    )
    
    
    (2,800,163
    )Repayment of capital lease obligations
    
    
    (250,313
    )
    
    
    (468,972
    )
    
    
    (440,866
    )Net cash provided by (used in) financing
activities
    
    
    (2,919,724
    )
    
    
    (504,151
    )
    
    
    13,144,726Net increase (decrease) in cash and cash equivalents
    
    
    787,993
    
    
    
    (3,740,542
    )
    
    
    10,685,788Cash and cash equivalents at beginning of year
    
    
    8,369,875
    
    
    
    12,110,417
    
    
    
    1,424,629Cash and cash equivalents at end of year
    
    $
    9,157,868
    
    
    $
    8,369,875
    
    
    $
    12,110,417Reconciliation of net income to net cash
provided by operating activities:Net income
    
    $
    1,355,202
    
    
    $
    3,339,275
    
    
    $
    2,485,590Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    4,376,723
    
    
    
    3,439,208
    
    
    
    2,410,900Deferred income taxes, net
    
    
    (326,376
    )
    
    
    (287,078
    )
    
    
    340,527Gain on sale of equipment
    
    
    (48,214
    )
    
    
    (21,360
    )
    
    
    Stock-based compensation expense
    
    
    375,081
    
    
    
    161,427
    
    
    
    Provision for doubtful accounts
    
    
    70,956
    
    
    
    49,035
    
    
    
    (277,180
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    900,957
    
    
    
    (410,967
    )
    
    
    (1,700,820
    )Prepaid expenses
    
    
    39,372
    
    
    
    2,308
    
    
    
    (320,984
    )Inventory
    
    
    149,916
    
    
    
    (696,936
    )
    
    
    (348
    )Refundable deposits
    
    
    1,299,109
    
    
    
    (1,134,132
    )
    
    
    (333,057
    )Accounts payable
    
    
    (380,663
    )
    
    
    122,883
    
    
    
    103,086Accrued liabilities
    
    
    (419,855
    )
    
    
    707,971
    
    
    
    489,228Intercompany income tax allocation payable
    
    
    
    
    
    
    
    
    
    
    (1,298,367
    )Income tax payable
    
    
    (98,720
    )
    
    
    (114,056
    )
    
    
    224,514Net cash provided by operating activities
    
    $
    7,293,488
    
    
    $
    5,157,578
    
    
    $
    2,123,089
  32




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates:
 Nature of the Corporation:
  Accounting Estimates:
   Cash and Cash Equivalents:
  Accounts Receivable, net:
  Inventory:
  Property and Equipment:
  Computer equipment
    
    3 - 5 yearsEquipment
    
    3 - 10 yearsBatch plants
    
    4 - 15 yearsVehicles
    
    5 - 10 yearsOffice furniture and equipment
    
    5 - 7 yearsLeasehold improvements
    
    3 - 10 yearsBuilding
    
    39 years
 33




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Property and Equipment (Continued)
   Income Taxes:
  Revenue Recognition:
  Reportable Segments:
   December 31,2007
    
    
    2006
    
    
    2005Commercial and industrial construction
    
    
    31
    %
    
    
    27
    %
    
    
    28
    %Residential construction
    
    
    53
    %
    
    
    53
    %
    
    
    55
    %Street and highway construction and paving
    
    
    8
    %
    
    
    7
    %
    
    
    7
    %Other public works and infrastructure construction
    
    
    8
    %
    
    
    13
    %
    
    
    10
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 34




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Fair Value of Financial Instruments:
    Earnings per Share:
  Stock-Based Compensation:
   
    
    Expected term is determined using an average of the contractual term and vesting period
of the award;
    
    Expected volatility is measured using the average of historical daily changes in the
market price of the Companys common stock over the expected term of the award;
    
    Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury
bonds with a remaining maturity equal to the expected term of the awards; and
    
    Forfeitures are based on the history of cancellations of similar awards granted by the
Company and managements analysis of potential forfeitures.
  35




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
  Year endedDecember 31,2005Net income, as reported
    
    $
    2,485,590Add: Stock-based employee compensation expense
included in reported income, net of related tax effects
    
    
    Deduct: Total stock-based employee compensation expense
determined under fair value based methods for all awards,
net of related tax effects
    
    
    99,943Pro forma net income
    
    $
    2,385,647Basic net income per common shareAs reported

    
    $
    0.94Pro forma
    
    
    0.90Diluted net income per common shareAs reported
    
    $
    0.93Pro forma
    
    
    0.89
 Recent Accounting Pronouncements:
   2. Stock-Based Compensation:
   36




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
   Equity Incentive Plan
    Awards duringthe year ended
    
    Awards prior toDecember 31, 2007
    
    January 1, 2007Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    36.70
    %
    
    
    21.4% - 39.1
    %Weighted-average volatility
    
    
    36.70
    %
    
    
    26.60
    %Risk-free interest rate
    
    
    5.00
    %
    
    
    5.00
    %Expected life of options (in years)
    
    
    5
    
    
    
    3Weighted-average grant-date fair value
    
    $
    5.21
    
    
    $
    2.40
  Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractural
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2007
    
    
    350,625
    
    
    $
    10.90
    
    
    
    3.65
    
    
    $
    839,741Granted
    
    
    20,000
    
    
    
    12.85
    
    
    
    
    
    
    
    104,200Exercised (3)
    
    
    (2,000
    )
    
    
    11.00
    
    
    
    
    
    
    
    (3,900
    )Forfeited or expired
    
    
    (2,500
    )
    
    
    11.00
    
    
    
    
    
    
    
    (4,875
    )Outstanding December 31, 2007
    
    
    366,125
    
    
    $
    11.01
    
    
    
    2.75
    
    
    $
    935,166
    
    
    $
    Exercisable December 31, 2007
    
    
    218,750
    
    
    $
    11.16
    
    
    
    2.63
    
    
    $
    380,865
    
    
    $
    
 
 (1)
    
    Remaining contractual term is presented in years.(2)
    
    The aggregate intrinsic value is calculated as the difference between the
exercise price of the underlying awards and the closing price of our common stock as of
December 31, 2007, for those awards that have an exercise price currently below the
closing price as of December 31, 2007. Awards with an exercise price above the closing
price as of December 31, 2007 are considered to have no intrinsic value.(3)
    
    The aggregate intrinsic value for exercised options was $4,400 for the year ended December
31, 2007. 37




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Weighted AverageGrant-DateShares
    
    Fair ValueNonvested stock options at January 1, 2007
    
    
    267,084
    
    
    $
    2.51Granted
    
    
    20,000
    
    
    
    5.21Vested
    
    
    (135,209
    )
    
    
    2.82Forfeited
    
    
    (2,500
    )
    
    
    1.95Nonvested stock options at December 31, 2007
    
    
    149,375
    
    
    $
    2.61
  3. Concentration of Credit Risk:
   4. Accounts Receivable, net:
  December 31,2007
    
    
    2006Trade receivables
    
    $
    8,090,757
    
    
    $
    8,965,685Other receivables
    
    
    181,401
    
    
    
    207,430Less: allowance for doubtful accounts
    
    
    (379,635
    )
    
    
    (308,679
    )$
    7,892,523
    
    
    $
    8,864,436
 38




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 5. Property and Equipment, net:
  December 31,2007
    
    
    2006Land and building
    
    $
    4,878,126
    
    
    $
    4,821,556Computer equipment
    
    
    567,842
    
    
    
    533,766Equipment
    
    
    8,712,078
    
    
    
    7,981,967Batch plants
    
    
    14,854,898
    
    
    
    11,529,746Vehicles
    
    
    10,067,788
    
    
    
    9,159,380Office furniture and equipment
    
    
    81,207
    
    
    
    75,050Leasehold improvements
    
    
    526,386
    
    
    
    497,654Water rights
    
    
    2,250,000
    
    
    
    2,250,00041,938,325
    
    
    
    36,849,119Less: Accumulated depreciation
    
    
    (15,591,091
    )
    
    
    (11,368,063
    )$
    26,347,234
    
    
    $
    25,481,056
 6. Accrued Liabilities:
  December 31,2007
    
    
    2006Compensation
    
    $
    1,233,530
    
    
    $
    1,590,728Taxes
    
    
    273,883
    
    
    
    300,527Insurance
    
    
    46,032
    
    
    
    360,352Other
    
    
    469,958
    
    
    
    191,651$
    2,023,403
    
    
    $
    2,443,258
 7. Line of Credit:
   39




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable:
  December 31,2007
    
    
    20065.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    $
    4,138
    
    
    $
    9,375Non-interest bearing note payable, with monthly payments
of $390,
due February 12, 2007, collateralized by equipment
    
    
    
    
    
    
    7805.31% note payable, with monthly payments of $1,730, due
March 22, 2009, collateralized by vehicles
    
    
    4,858
    
    
    
    43,9445.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    11,408
    
    
    
    20,0056.21% note payable, with monthly payments of $4,921 and a
principal payment of $443,902, due April 16, 2009,
collateralized
by land
    
    
    479,043
    
    
    
    507,3816.34% note payable, with monthly payments of $3,450 and a
principal payment of $309,412, due April 16, 2009,
collateralized
by land
    
    
    333,652
    
    
    
    353,2225.90% note payable, with monthly principal payments of
$1,905, plus
interest, due May 24, 2007, collateralized by equipment
    
    
    
    
    
    
    9,5245.22% note payable, with monthly payments of $10,398, due
May 25, 2008, collateralized by equipment
    
    
    51,346
    
    
    
    170,0537.05% note payable, with monthly payments of $2,930 and a principal
payment of $254,742, due August 27, 2009, collateralized
by land
    
    
    278,601
    
    
    
    293,5555.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by vehicles
    
    
    13,398
    
    
    
    19,5296.60% note payable, with monthly payments of $22,806, due
December 29, 2007, collateralized by equipment
    
    
    
    
    
    
    264,1306.60% note payable, with monthly payments of $30,812, due
December 15, 2007, collateralized by equipment
    
    
    
    
    
    
    356,8625.90% notes payable, with combined monthly payments
of $5,322, due dates ranging from January 31, 2010
to March 11, 2010, collateralized by vehicles
    
    
    127,087
    
    
    
    181,6987.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    66,455
    
    
    
    116,297Note payable, variable interest rate with monthly principal
payments of $21,429 plus interest, due July 29, 2012,
collateralized by mining water rights
    
    
    
    
    
    
    1,435,714$
    1,369,986
    
    
    $
    3,782,069
 40




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMEN\TS
 8. Notes Payable (Continued):
  December 31,2007
    
    
    2006Total from previous page
    
    $
    1,369,986
    
    
    $
    3,782,0697.50% notes payable, with combined monthly principal payments
of $11,212 plus interest, due September 1, 2008,
collateralized
by equipment
    
    
    89,697
    
    
    
    301,9996.85% notes payable, with combined monthly payments of $1,098,
due September 28, 2010, collateralized by vehicles
    
    
    32,946
    
    
    
    43,4736.85% note payable, with a monthly payment of $522, due
October 13, 2010, collateralized by a vehicle
    
    
    16,086
    
    
    
    21,0595.99% note payable, with a monthly payment of $496, due
November 30, 2008, collateralized by a vehicle
    
    
    
    
    
    
    10,7517.99% note payable, with monthly principal payments of
$14,362 plus interest, due March 25, 2011, collateralized
by equipment
    
    
    560,114
    
    
    
    732,4578.14% note payable, with monthly principal payments of
$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    1,188,346
    
    
    
    1,553,9908.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    1,099,665
    
    
    
    1,413,8557.46% note payable, with a monthly payment of $13,867,
due
May 26, 2021, collateralized by a building and land
    
    
    1,406,689
    
    
    
    1,465,9277.55% note payable, with a monthly payment of $550, due
July 20, 2011, collateralized by a vehicle
    
    
    20,654
    
    
    
    25,4917.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    506,391
    
    
    
    635,6827.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    94,423
    
    
    
    148,3787.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    2,167,919
    
    
    
    7.94% note payable, with a monthly payment of $2,654, due
January 13, 2012, collateralized by vehicles
    
    
    110,736
    
    
    
    7.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    268,767
    
    
    
    $
    8,932,419
    
    
    $
    10,135,131
 41




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable (Continued):
  December 31,2007
    
    
    2006Total from previous page
    
    $
    8,932,419
    
    
    $
    10,135,1317.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    159,183
    
    
    
    6.77% note payable, with a monthly payment of $1,745, due
September 17, 2012, collateralized by vehicles
    
    
    84,873
    
    
    
    Line of credit, variable interest rate was 7.50% at
December 31,
2007, interest only payments until December 31, 2008, 36
equal
monthly principal payments plus interest therafter,
collateralized
by all of the Companys assets
    
    
    664,012
    
    
    
    650,1809,840,487
    
    
    
    10,785,311Less: current portion
    
    
    (2,019,192
    )
    
    
    (2,515,522
    )$
    7,821,295
    
    
    $
    8,269,789
  2008
    
    $
    2,019,1922009
    
    
    3,006,0912010
    
    
    1,868,5492011
    
    
    1,281,7292012
    
    
    558,921Subsequent to 2012
    
    
    1,106,005$
    9,840,487
 9. Related Party Transactions:
 Related Party:
  Affiliate:
    42




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 9. Related Party Transactions (Continued):
   Professional Services:
  10. Income Taxes:
  For the years ended December 31,2007
    
    
    2006
    
    
    2005Current:Intercompany
    
    $
    
    
    
    $
    
    
    
    $
    870,000Federal and State
    
    
    1,082,483
    
    
    
    2,159,409
    
    
    
    224,5151,082,483
    
    
    
    2,159,409
    
    
    
    1,094,515Deferred
    
    
    (326,376
    )
    
    
    (287,078
    )
    
    
    340,527$
    756,107
    
    
    $
    1,872,331
    
    
    $
    1,435,042
  December 31,2007
    
    
    2006Deferred tax asset:Bad debt allowance
    
    $
    136,593
    
    
    $
    111,063Accrued vacation payable
    
    
    148,952
    
    
    
    124,902Director stock-based compensation
    
    
    73,851
    
    
    
    10,192Accrued insurance payable
    
    
    
    
    
    
    115,049359,396
    
    
    
    361,206Deferred tax liability:Depreciation
    
    
    (1,290,823
    )
    
    
    (1,619,009
    )Net deferred tax liability
    
    $
    (931,427
    )
    
    $
    (1,257,803
    )
 43




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 10. Income Taxes (Continued):
  For the years ended December 31,2007
    
    
    2006
    
    
    2005Statutory rate of 34% applied to income before income taxes
    
    $
    717,845
    
    
    $
    1,771,946
    
    
    $
    1,333,015State income taxes, net of federal benefit
    
    
    39,228
    
    
    
    85,848
    
    
    
    77,817Increase (decrease) in income taxes resulting from:Non-deductible items
    
    
    27,797
    
    
    
    14,537
    
    
    
    24,210Domestic production activies deduction
    
    
    (28,763
    )
    
    
    
    
    
    
    $
    756,107
    
    
    $
    1,872,331
    
    
    $
    1,435,042
 11. Commitments and Contingencies:
   Year ending December 31,
    
    Amount2008
    
    $
    2,623,6982009
    
    
    2,184,8642010
    
    
    1,398,2742011
    
    
    590,7682012
    
    
    670$
    6,798,274
  Year ending December 31,
    
    Amount2008
    
    $
    3,842,2932009
    
    
    3,534,6442010
    
    
    2,787,9352011
    
    
    2,370,0002012
    
    
    2,370,000Subsequent to 2013
    
    
    9,085,000$
    23,989,872
 44




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
  Year ending December 31,
    
    Amount2008
    
    $
    23,000
  Year ending December 31,
    
    Amount2008
    
    $
    264,000
   Year ended December 31,
    
    Amount2008
    
    $
    4,678Total minimum lease payment
    
    
    4,678Less: amount representing interest
    
    
    (44
    )Present value of net minimum lease payment
    
    
    4,634Less: current portion
    
    
    (4,634
    )$
    
    45




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
  12. Earnings per Share:
   For the years ended December 31,2007
    
    
    2006
    
    
    2005Weighted average common shares
outstanding
    
    
    3,808,337
    
    
    
    3,807,500
    
    
    
    2,654,688Dilutive effect of:Stock options and warrants
    
    
    8,672
    
    
    
    26,080
    
    
    
    26,365Weighted average common shares
outstanding assuming dilution
    
    
    3,817,009
    
    
    
    3,833,580
    
    
    
    2,681,053
    46




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 13. Stockholders Equity:
 Preferred Stock:
  Initial Public Offering:
  14. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
     15. Significant Customer:
   16. Employee Benefit Plan:
  47




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 17 Quarterly Financial Data (Unaudited):
 March 31,
    
    June 30,
    
    September 30,
    
    December 31,2007Revenue
    
    $
    20,362,442
    
    
    $
    22,502,836
    
    
    $
    19,093,113
    
    
    $
    15,406,281Gross profit
    
    
    2,101,014
    
    
    
    2,357,419
    
    
    
    1,114,549
    
    
    
    581,500Income (loss) from operations
    
    
    939,018
    
    
    
    1,210,894
    
    
    
    (41,276
    )
    
    
    (528,617
    )Net income (loss)
    
    
    678,486
    
    
    
    797,619
    
    
    
    57,748
    
    
    
    (178,651
    )Basic net income (loss) per common share
    
    
    0.18
    
    
    
    0.21
    
    
    
    0.02
    
    
    
    (0.05
    )Diluted net income (loss) per common share
    
    
    0.18
    
    
    
    0.21
    
    
    
    0.02
    
    
    
    (0.05
    )Basic weighted average common shares
outstanding
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,808,848
    
    
    
    3,809,500Diluted weighted average common shares
outstanding
    
    
    3,818,693
    
    
    
    3,832,491
    
    
    
    3,832,343
    
    
    
    3,809,5002006Revenue
    
    $
    21,131,524
    
    
    $
    22,997,614
    
    
    $
    20,593,013
    
    
    $
    18,866,652Gross profit
    
    
    2,672,958
    
    
    
    2,840,575
    
    
    
    1,921,029
    
    
    
    1,771,805Income from operations
    
    
    1,536,287
    
    
    
    1,588,010
    
    
    
    1,019,192
    
    
    
    783,626Net income
    
    
    1,015,712
    
    
    
    1,043,326
    
    
    
    680,088
    
    
    
    600,149Basic net income per common share
    
    
    0.27
    
    
    
    0.27
    
    
    
    0.18
    
    
    
    0.16Diluted net income per common share
    
    
    0.26
    
    
    
    0.27
    
    
    
    0.18
    
    
    
    0.16Basic weighted average common shares
outstanding
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500Diluted weighted average common shares
outstanding
    
    
    3,866,588
    
    
    
    3,852,732
    
    
    
    3,807,500
    
    
    
    3,807,5002005Revenue
    
    $
    14,331,497
    
    
    $
    17,485,941
    
    
    $
    18,851,538
    
    
    $
    17,065,448Gross profit
    
    
    1,082,050
    
    
    
    2,069,218
    
    
    
    2,443,686
    
    
    
    1,476,726Income from operations
    
    
    369,189
    
    
    
    1,199,812
    
    
    
    1,872,179
    
    
    
    502,084Net income
    
    
    198,593
    
    
    
    738,796
    
    
    
    1,194,528
    
    
    
    353,673Basic net income per common share
    
    
    0.10
    
    
    
    0.36
    
    
    
    0.43
    
    
    
    0.09Diluted net income per common share
    
    
    0.10
    
    
    
    0.36
    
    
    
    0.42
    
    
    
    0.09Basic weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,761,250
    
    
    
    3,807,500Diluted weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,820,220
    
    
    
    3,853,991
 48




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A(T). Controls and Procedures
        
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  49




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    
    (1
    )
    
    Financial StatementsSee Item 8 of Part II hereof.(2
    )
    
    Financial Statement SchedulesSee Schedule below and Item 8 of Part II hereof.
 Schedule of Valuation and Qualifying Accounts
 In Thousands
    
    Balance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Expense
    
    
    
    
    
    End ofDescription
    
    of Year
    
    Account
    
    Deductions
    
    YearYear ended December 31, 2005Allowance for doubtful accounts
    
    $
    537
    
    
    $
    (244
    )
    
    $
    (33
    )
    
    $
    260Year ended December 31, 2006Allowance for doubtful accounts
    
    $
    260
    
    
    $
    98
    
    
    $
    (49
    )
    
    $
    309Year ended December 31, 2007Allowance for doubtful accounts
    
    $
    309
    
    
    $
    117
    
    
    $
    (46
    )
    
    $
    380
 (3
    )
    
    Exhibits
 ExhibitNumber
    
    Description3.1
    
    
    Articles of Incorporation of the registrant, as amended3.2
    
    
    Amended and Restated Bylaws of the registrant10.1
    
    
    2005 Equity Incentive Plan10.2
    
    
    Loan Agreement with Meadow Valley Corporation
 50




---



##### Table of Contents



ExhibitNumber
    
    Description10.4
    
    
    Office Lease (Las Vegas)10.5
    
    
    Employment Agreement (Mr. Morris)10.6
    
    
    Employment Agreement (Mr. De Ruiter)10.7
    
    
    Administrative Services Agreement10.8
    
    
    Production Facility Lease (Sun City, Arizona)10.9
    
    
    Production Facility Lease (Henderson, Nevada)10.10
    
    
    Production Facility Lease (Moapa, Nevada)10.11
    
    
    Decorative Rock Lease (Moapa, Nevada)10.12
    
    
    Oliver Mining Lease (Queen Creek, Arizona)10.14
    
    
    Indemnity Agreement10.15
    
    
    Office Lease (Las Vegas)10.16
    
    
    Production Facility Lease (Tolleson, Arizona)10.17
    
    
    Production Facility Lease (Northwest Las Vegas, Nevada)10.18
    
    
    Decorative Rock Lease Renewal (Moapa, Nevada)14.1
    
    
    Code of Ethics23.1
    
    
    Consent of Independent Auditors24
    
    
    Powers of Attorney (included on the signature pages hereto).31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14 and 15d-14 of The Securities Exchange Act of 193431.2
    
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14 and 15d-14 of The Securities Exchange Act of 193432
    
    
    Certification 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
 51




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##### Table of Contents



SIGNATURES
  READY MIX, INC./s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer)  POWER OF ATTORNEY
   /s/ Bradley E. Larson

Bradley E. Larson
    
    
    
    /s/ Robert R. Morris

Robert R. MorrisDirector and Chief Executive Officer
    
    
    
    Director and PresidentDate: March 11, 2008
    
    
    
    Date: March 11, 2008/s/ Kenneth D. Nelson

Kenneth D. Nelson
    
    
    
    /s/ Don A. Patterson

Don A. PattersonDirector and Vice President
    
    
    
    DirectorDate: March 11, 2008
    
    
    
    Date: March 11, 2008/s/ Charles E. Cowan

Charles E. Cowan
    
    
    
    /s/ Dan H. Stewart

Dan H. StewartDirector
    
    
    
    DirectorDate: March 11, 2008
    
    
    
    Date: March 11, 2008/s/ Charles R. Norton

Charles R. Norton
    
    
    
    /s/ Clint Tryon

Clint TryonDirector
    
    
    
    Chief Financial Officer, Principal
Financial andDate: March 11, 2008
    
    
    
    Accounting OfficerDate: March 11, 2008
 52




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    By ReferenceNumber
    
    Description
    
    from Document3.1
    
    Articles of Incorporation of the registrant, as amended
    
    
    (4
    )3.2
    
    Amended and Restated Bylaws of the registrant
    
    
    (2
    )10.1
    
    2005 Equity Incentive Plan
    
    
    (1
    )10.2
    
    Loan Agreement with Meadow Valley Corporation
    
    
    (1
    )10.4
    
    Office Lease (Las Vegas)
    
    
    (1
    )10.5
    
    Employment Agreement (Mr. Morris)
    
    
    (1
    )10.6
    
    Employment Agreement (Mr. De Ruiter)
    
    
    (1
    )10.7
    
    Administrative Services Agreement
    
    
    (1
    )10.8
    
    Production Facility Lease (Sun City, Arizona)
    
    
    (1
    )10.9
    
    Production Facility Lease (Henderson, Nevada)
    
    
    (1
    )10.10
    
    Production Facility Lease (Moapa, Nevada)
    
    
    (1
    )10.11
    
    Decorative Rock Lease (Moapa, Nevada)
    
    
    (1
    )10.12
    
    Oliver Mining Lease (Queen Creek, Arizona)
    
    
    (1
    )10.14
    
    Indemnity Agreement
    
    
    (3
    )10.15
    
    Office Lease (Las Vegas)
    
    
    (5
    )10.16
    
    Production Facility Lease (Tolleson, Arizona)
    
    
    *10.17
    
    Production Facility Lease (Northwest Las Vegas, Nevada)
    
    
    *10.18
    
    Decorative Rock Lease Renewal (Moapa, Nevada)
    
    
    *14.1
    
    Code of Ethics
    
    
    (1
    )23.1
    
    Consent of Independent Auditors
    
    
    *24
    
    Powers of Attorney (included on the signature pages hereto).
    
    
    *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
    
    
    *




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##### Table of Contents



Exhibit
    
    
    
    By ReferenceNumber
    
    Description
    
    from Document32
    
    Certification 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
 
 *
    
    Filed herewith.(1)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form S-1
Registration Statement (SEC File No. 333-122754).(2)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form 8-K
Current Report dated February 12, 2007.(3)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form S-1/A
Registration Statement filed on June 28, 2005 (SEC File No. 333-122754)(4)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form 10-K
Annual Report dated March 30, 2007.(5)
    
    Previously filed as an Exhibit with the Exhibit number 10.1 to the registrants Form 8-K
Current Report dated April 9, 2007.