##### 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, 2005
 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
(Address of principal executive offices)
    
    89121
(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 þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



READY MIX, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2005
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    11Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    15Item 3. Legal Proceedings
    
    
    15Item 4. Submission of Matters to a vote of Security Holders
    
    
    15PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    16Item 6. Selected Financial Data
    
    
    17Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 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. Controls and Procedures
    
    
    49Item 9B. Other Information
    
    
    49PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    49Item 11. Executive Compensation
    
    
    49Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    49Item 13. Certain Relationships and Related Transactions
    
    
    50Item 14. Principal Accounting Fees and Services
    
    
    50PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    50EX-31.1EX-31.2EX-32
  i




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PART I
 
 Item 1. Business
 About Ready Mix, Inc.
  Special Note Regarding Forward Looking Statements
    2005 Highlights
   1




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Our Business
     December 31*,2005
    
    2004
    
    2003Commercial and industrial construction
    
    
    28
    %
    
    
    34
    %
    
    
    21
    %Residential construction
    
    
    55
    %
    
    
    47
    %
    
    
    66
    %Street and highway construction and paving
    
    
    7
    %
    
    
    5
    %
    
    
    3
    %Other public works and infrastructure construction
    
    
    10
    %
    
    
    14
    %
    
    
    10
    %100
    %
    
    
    100
    %
    
    
    100
    %
 
 *
    
    Percentages are approximate. Business Strategy
  
    
    increasing our operating assets and marketing presence within our two metropolitan
markets we currently serve;
 2




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
    
    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.
  Increasing Our Operating Assets and Marketing Presence within Our Two Existing Metropolitan Markets
  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.
 3




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Market Overview
  Commercial and industrial construction
    
    
    22
    %Residential construction
    
    
    31
    %Street and highway construction and paving
    
    
    32
    %Other public works and infrastructure construction
    
    
    15
    %100
    %
      4




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Products and Services
 Ready-Mix Concrete
    
    
    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.
  5




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Operations
   
    
    capital availability;
    
    production consistency requirements; and
    
    daily production capacity requirements.
  
    
    the expected production demand for the plant;
    
    the expected types of projects the plant will service; and
    
    the desired location of the plant.
      6




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
    
    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.
  
    
    loading concrete;
    
    in route to a particular job site;
    
    on the job site;
    
    being washed; or
    
    in 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
  8




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Sales and Marketing
   Seasonality
  Insurance
   Equipment
  9




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Government Regulation
  
    
    zoning regulations;
    
    street and highway usage;
    
    noise levels; and
    
    health, safety and environmental matters.
     Employees
  10




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Website Access
  
 Item 1A. Risk Factors
  All of our assets are collateral for some residual bonding obligations of Meadow Valley. Should
Meadow Valley default on any of these particular obligations, our assets could be foreclosed upon
and sold to satisfy these obligations.
  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.
  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.
  11




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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.
  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.
  12




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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.
  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.
 13




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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.
  Our operations are subject to special hazards that may cause personal injury or property damage,
subjecting us to liabilities and possible losses some of 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.
  14




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Item 1B. Unresolved Staff Comments
  
 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
    
    3,500
    
    
    
    Leased
    
    $7,990
    
    4/30/20062601 East Thomas Road Suite 120,Phoenix, Arizona
    
    Area office
    
    3,200
    
    
    
    Leased
    
    $4,252
    
    8/31/2006109 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
    
    
    
    Richmar Ave.,
    
    Ready MixLas Vegas, Nevada
    
    production facility
    
    440
    
    5
    
    Owned
    
    
    
    Moapa, Nevada (1)
    
    Sand and Aggegateproduction facility
    
    840
    
    40
    
    Leased
    
    
    
    1/1/2009Moapa, Nevada (1)
    
    Ready Mixproduction facility
    
    440
    
    
    
    Leased
    
    
    
    Northwest Arizona (1)
    
    Sand and Aggegateproduction facility
    
    840
    
    40
    
    Leased
    
    
    
    8/5/2006Northwest Las Vegas, Nevada (1)
    
    Sand and AggegateFuture
Site
    
    production facility
    
    
    
    40
    
    Leased
    
    
    
    4/30/2006Northwest Las Vegas, Nevada (1)
    
    Ready MixFuture Site
    
    production facility
    
    
    
    
    
    Leased
    
    
    
    
 
 (1)
    
    Our facility rent is included in the cost of the material which we
purchase from the lessors.  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  15




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  2005High
    
    
    LowThird Quarter
    
    $
    17.12
    
    
    $
    12.00Fourth Quarter
    
    
    14.48
    
    
    
    11.62
   Use of Proceeds:
    Underwriting discount and commissions
    
    $
    1,909,600Registration, filing and listing fees
    
    
    51,098Printing costs
    
    
    190,084Legal fees and expenses
    
    
    170,401Accounting fees and expenses
    
    
    131,712Miscellaneous
    
    
    18,332Total expenses
    
    $
    2,471,227
   16




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##### Table of Contents



Repayment of debt to Meadow Valley
    
    $
    2,043Repayment of intercompany income tax
allocation payable
    
    
    2,168Purchase of plant, equipment and land
    
    
    3,173Working capital
    
    
    7,451Total expenditures
    
    $
    14,835
 
 Item 6. Selected Financial Data
 Statement of Operations Information:
   Years Ended December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Revenue
    
    $
    67,734
    
    
    $
    59,136
    
    
    $
    44,128
    
    
    $
    38,849
    
    
    $
    32,625Gross profit
    
    
    7,072
    
    
    
    6,627
    
    
    
    4,107
    
    
    
    3,890
    
    
    
    1,587Income (loss) from operations
    
    
    3,943
    
    
    
    4,055
    
    
    
    1,620
    
    
    
    1,874
    
    
    
    (343
    )Income (loss) before income taxes
    
    
    3,921
    
    
    
    3,811
    
    
    
    1,674
    
    
    
    1,750
    
    
    
    (494
    )Net income (loss)
    
    
    2,486
    
    
    
    2,440
    
    
    
    1,040
    
    
    
    1,252
    
    
    
    (582
    )Basic net income (loss)
per common share
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    0.51
    
    
    $
    0.62
    
    
    $
    (0.29
    )Diluted net income (loss)
per common share
    
    $
    0.93
    
    
    $
    1.20
    
    
    $
    0.51
    
    
    $
    0.62
    
    
    $
    (0.29
    )Basic weighted average
common shares
outstanding
    
    
    2,654,688
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000Diluted weighted average
common shares
outstanding
    
    
    2,681,053
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Balance Sheet Information:
 December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Total assets
    
    $
    39,907
    
    
    $
    22,414
    
    
    $
    16,025
    
    
    $
    16,002
    
    
    $
    14,186Total notes payable and capital
lease obligations
    
    
    8,020
    
    
    
    8,342
    
    
    
    5,239
    
    
    
    7,225
    
    
    
    6,362Due to affiliate
    
    
    85
    
    
    
    1,380
    
    
    
    2,416
    
    
    
    2,859
    
    
    
    3,372Intercompany income tax allocation
payable
    
    
    
    
    
    
    1,298
    
    
    
    658
    
    
    
    
    
    
    
    Total shareholders equity (deficit)
    
    
    23,966
    
    
    
    4,344
    
    
    
    1,904
    
    
    
    864
    
    
    
    (388
    )
 Financial Position Information:
 Years Ended December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Working capital
    
    $
    14,186
    
    
    $
    (1,057
    )
    
    $
    (563
    )
    
    $
    (1,578
    )
    
    $
    (2,134
    )Current ratio
    
    
    2.70
    
    
    
    0.90
    
    
    
    0.94
    
    
    
    0.83
    
    
    
    0.75Debt to equity (deficit)
    
    
    0.33
    
    
    
    1.92
    
    
    
    2.75
    
    
    
    8.36
    
    
    
    (16.40
    )
 17




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Overview
     18




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Results of Operations
   Years Ended December 31,2005
    
    2004
    
    2003Revenue
    
    
    66,898
    
    
    
    98.8
    %
    
    
    58,645
    
    
    
    99.2
    %
    
    
    43,964
    
    
    
    99.6
    %Related party revenue
    
    
    836
    
    
    
    1.2
    %
    
    
    491
    
    
    
    0.8
    %
    
    
    164
    
    
    
    0.4
    %Total Revenue
    
    
    67,734
    
    
    
    100.0
    %
    
    
    59,136
    
    
    
    100.0
    %
    
    
    44,128
    
    
    
    100.0
    %Gross profit
    
    
    7,072
    
    
    
    10.4
    %
    
    
    6,627
    
    
    
    11.2
    %
    
    
    4,107
    
    
    
    9.3
    %General and administrative expenses
    
    
    3,128
    
    
    
    4.6
    %
    
    
    2,572
    
    
    
    4.3
    %
    
    
    2,487
    
    
    
    5.6
    %Income (loss) from operations
    
    
    3,943
    
    
    
    5.8
    %
    
    
    4,055
    
    
    
    6.9
    %
    
    
    1,620
    
    
    
    3.7
    %Interest income
    
    
    174
    
    
    
    0.3
    %
    
    
    29
    
    
    
    0.0
    %
    
    
    8
    
    
    
    0.0
    %Interest expense
    
    
    (227
    )
    
    
    -0.3
    %
    
    
    (252
    )
    
    
    -0.4
    %
    
    
    (208
    )
    
    
    -0.5
    %Income tax expense
    
    
    1,435
    
    
    
    2.1
    %
    
    
    1,372
    
    
    
    2.3
    %
    
    
    633
    
    
    
    1.4
    %Net income
    
    
    2,486
    
    
    
    3.7
    %
    
    
    2,440
    
    
    
    4.1
    %
    
    
    1,040
    
    
    
    2.4
    %Depreciation and amortization
    
    
    2,411
    
    
    
    3.6
    %
    
    
    1,615
    
    
    
    2.7
    %
    
    
    1,231
    
    
    
    2.8
    %
 Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
 Revenue.
 Gross Profit.
 Depreciation and Amortization.
 19




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General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income.
 Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
 Revenue.
 Gross Profit.
 Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 20




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Income Taxes.
 Net Income.
 Liquidity and Capital Resources
        21




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For the Years Ended December 31,2005
    
    2004
    
    2003Cash provided by operating activities
    
    $
    2,123
    
    
    
    5,801
    
    
    $
    1,890Cash provided by (used in) investing activities
    
    
    (4,582
    )
    
    
    (1,372
    )
    
    
    485Cash provided by (used in) financing activities
    
    
    13,145
    
    
    
    (3,305
    )
    
    
    (2,477
    )
          22




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Summary of Contractual Obligations and Commercial Commitments
   Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    AfterTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsContractual ObligationsLong-term debt
    
    $
    7,296
    
    
    $
    1,671
    
    
    $
    2,080
    
    
    $
    2,649
    
    
    $
    896Interest payments on long-term debt (1)
    
    
    1,460
    
    
    
    464
    
    
    
    652
    
    
    
    296
    
    
    
    48Capital lease obligations
    
    
    761
    
    
    
    501 260
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    5,513
    
    
    
    1,800
    
    
    
    2,842
    
    
    
    871
    
    
    
    Purchase obligations
    
    
    5,332
    
    
    
    1,268
    
    
    
    2,481
    
    
    
    1,583
    
    
    
    Other long-term liabilities (2)
    
    
    1,334
    
    
    
    524
    
    
    
    810
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    21,696
    
    
    $
    6,228
    
    
    $
    9,125
    
    
    $
    5,399
    
    
    $
    944
 
 (1)
    
    Interest payments are based on the individual interest rates of each obligation, which
range from 5.22% to 8.55% per annum. We do not assume an increase in the variable interest rate.
See Note 7  Notes payable and Note 8  Line of Credit in the notes to the financial statements
included in Item 8.(2)
    
    Other long-term liabilities include employment contracts with two of our key executive
officers that call for annual salaries of $150,000 and $110,000 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
   23




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Reportable Segments
  Collectibility of Account Receivables
  Valuation of Property, Plant and Equipment
  Batch plants
    
    5-15 yearsComputer equipment
    
    5 yearsEquipment
    
    3-8 yearsLeasehold improvements
    
    2-10 yearsOffice furniture and fixtures
    
    7 yearsVehicles
    
    5 years
   24




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Income taxes
   Classification of Leases
  Recent Accounting Pronouncements
   25




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Known and Anticipated Future Trends and Contingencies
   26




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Item 7A Quantitative and Qualitative Disclosures About Market Risk
    27




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Item 8. Financial Statements and Supplementary Data
 (SEMPLE & COOPER, LLP LOGO)
    

(BDO SEIDMAN ALLIANCE LOGO)
 Report of Independent Registered Public Accounting Firm
 
    
  
  28




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##### Table of Contents



READY MIX, INC.
BALANCE SHEETS
 December 31,2005
    
    
    2004Assets:Current assets:Cash and cash equivalents
    
    $
    12,110,417
    
    
    $
    1,424,629Accounts receivable, net
    
    
    8,502,504
    
    
    
    6,524,504Inventory
    
    
    604,906
    
    
    
    604,558Prepaid expenses
    
    
    1,114,001
    
    
    
    793,017Deferred tax asset
    
    
    184,591
    
    
    
    555,472Total current assets
    
    
    22,516,419
    
    
    
    9,902,180Property and equipment, net
    
    
    17,049,210
    
    
    
    12,503,497Refundable deposits
    
    
    341,165
    
    
    
    8,108Total assets
    
    $
    39,906,794
    
    
    $
    22,413,785Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    4,146,636
    
    
    $
    4,043,550Accrued liabilities
    
    
    1,735,287
    
    
    
    1,246,059Notes payable
    
    
    1,670,643
    
    
    
    2,550,884Obligations under capital leases
    
    
    468,972
    
    
    
    440,866Due to affiliate
    
    
    84,810
    
    
    
    1,379,326Income tax payable
    
    
    224,514
    
    
    
    Intercompany income tax allocation payable
    
    
    
    
    
    
    1,298,367Total current liabilities
    
    
    8,330,862
    
    
    
    10,959,052Notes payable, less current portion
    
    
    5,625,360
    
    
    
    4,626,698Obligations under capital leases, less current portion
    
    
    254,946
    
    
    
    723,918Deferred tax liability
    
    
    1,729,472
    
    
    
    1,759,826Total liabilities
    
    
    15,940,640
    
    
    
    18,069,494Commitments 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,
3,807,500 and 2,025,000 issued and outstanding
    
    
    3,808
    
    
    
    2,025Additional paid-in capital
    
    
    17,632,465
    
    
    
    497,975Retained earnings
    
    
    6,329,881
    
    
    
    3,844,291Total stockholders equity
    
    
    23,966,154
    
    
    
    4,344,291Total liabilities and stockholders equity
    
    $
    39,906,794
    
    
    $
    22,413,785
  29




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##### Table of Contents



READY MIX, INC.
STATEMENTS OF OPERATIONS
 For the years ended December 31,2005
    
    
    2004
    
    
    2003Revenue:Revenue
    
    $
    66,898,161
    
    
    $
    58,644,397
    
    
    $
    43,964,335Revenue  related parties
    
    
    836,263
    
    
    
    491,261
    
    
    
    163,730Total revenue
    
    
    67,734,424
    
    
    
    59,135,658
    
    
    
    44,128,065Cost of revenue
    
    
    60,662,744
    
    
    
    52,508,936
    
    
    
    40,020,766Gross profit
    
    
    7,071,680
    
    
    
    6,626,722
    
    
    
    4,107,299General and administrative expenses
    
    
    3,128,416
    
    
    
    2,572,050
    
    
    
    2,487,396Income from operations
    
    
    3,943,264
    
    
    
    4,054,672
    
    
    
    1,619,903Other income (expense):Interest income
    
    
    173,574
    
    
    
    28,637
    
    
    
    7,950Interest expense
    
    
    (227,341
    )
    
    
    (251,796
    )
    
    
    (207,562
    )Other income (expense)
    
    
    31,135
    
    
    
    (20,014
    )
    
    
    253,413(22,632
    )
    
    
    (243,173
    )
    
    
    53,801Income before income taxes
    
    
    3,920,632
    
    
    
    3,811,499
    
    
    
    1,673,704Income tax expense
    
    
    1,435,042
    
    
    
    1,371,532
    
    
    
    633,394Net income
    
    $
    2,485,590
    
    
    $
    2,439,967
    
    
    $
    1,040,310Basic net income per common share
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    0.51Diluted net income per common share
    
    $
    0.93
    
    
    $
    1.20
    
    
    $
    0.51Basic weighted average common
shares outstanding
    
    
    2,654,688
    
    
    
    2,025,000
    
    
    
    2,025,000Diluted weighted average common
shares outstanding
    
    
    2,681,053
    
    
    
    2,025,000
    
    
    
    2,025,000
  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, 2003
    
    
    2,025,000
    
    
    $
    2,025
    
    
    $
    497,975
    
    
    $
    364,014Net income for the year ended 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,040,310Balance at December 31, 2003
    
    
    2,025,000
    
    
    
    2,025
    
    
    
    497,975
    
    
    
    1,404,324Net income for the year ended 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,439,967Balance at December 31, 2004
    
    
    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
    
    
    $
    6,329,881
 
 (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 31,2005
    
    
    2004
    
    
    2003Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    66,064,739
    
    
    $
    59,187,743
    
    
    $
    42,695,921Cash paid to suppliers and employees
    
    
    (61,719,515
    )
    
    
    (53,163,678
    )
    
    
    (40,606,441
    )Taxes paid
    
    
    (2,168,368
    )
    
    
    
    
    
    
    Interest received
    
    
    173,574
    
    
    
    28,637
    
    
    
    7,950Interest paid
    
    
    (227,341
    )
    
    
    (251,796
    )
    
    
    (207,562
    )Net cash provided by operating activities
    
    
    2,123,089
    
    
    
    5,800,906
    
    
    
    1,889,868Cash flows from investing activities:Purchase of property and equipment
    
    
    (4,582,027
    )
    
    
    (1,431,756
    )
    
    
    (484,104
    )Cash received from sale of equipment
    
    
    
    
    
    
    60,000
    
    
    
    26,822Proceeds from land held for sale
    
    
    
    
    
    
    
    
    
    
    942,701Net cash provided by (used in) investing activities
    
    
    (4,582,027
    )
    
    
    (1,371,756
    )
    
    
    485,419Cash flows from financing activities:Proceeds from the issuance of common stock
    
    
    17,747,900
    
    
    
    
    
    
    
    Offering costs from the issuance of common stock
    
    
    (611,627
    )
    
    
    
    
    
    
    Repayment of due to affiliate
    
    
    (1,294,516
    )
    
    
    (975,184
    )
    
    
    (442,620
    )Proceeds from notes payable
    
    
    543,998
    
    
    
    68,570
    
    
    
    Repayment of notes payable
    
    
    (2,800,163
    )
    
    
    (1,846,110
    )
    
    
    (1,468,232
    )Repayment of capital lease obligations
    
    
    (440,866
    )
    
    
    (552,464
    )
    
    
    (565,860
    )Net cash provided by (used in) financing activities
    
    
    13,144,726
    
    
    
    (3,305,188
    )
    
    
    (2,476,712
    )Net increase (decrease) in cash and cash equivalents
    
    
    10,685,788
    
    
    
    1,123,962
    
    
    
    (101,425
    )Cash and cash equivalents at beginning of year
    
    
    1,424,629
    
    
    
    300,667
    
    
    
    402,092Cash and cash equivalents at end of year
    
    $
    12,110,417
    
    
    $
    1,424,629
    
    
    $
    300,667Reconciliation of net income to net cash
provided by operating activities:Net income
    
    $
    2,485,590
    
    
    $
    2,439,967
    
    
    $
    1,040,310Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation
    
    
    2,410,900
    
    
    
    1,615,050
    
    
    
    1,231,220Deferred income taxes, net
    
    
    340,527
    
    
    
    731,468
    
    
    
    (24,909
    )Loss (gain) on sale of equipment
    
    
    
    
    
    
    31,545
    
    
    
    (8,257
    )Intercompany income tax allocation payable
    
    
    
    
    
    
    640,064
    
    
    
    658,303Gain on sale of land
    
    
    
    
    
    
    
    
    
    
    (231,170
    )Provision for doubtful accounts
    
    
    (277,180
    )
    
    
    (83,596
    )
    
    
    473,198Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,700,820
    )
    
    
    40,554
    
    
    
    (1,446,130
    )Prepaid expenses
    
    
    (320,984
    )
    
    
    (240,537
    )
    
    
    8,766Inventory
    
    
    (348
    )
    
    
    1,606
    
    
    
    77,597Refundable deposits
    
    
    (333,057
    )
    
    
    55,102
    
    
    
    (52,388
    )Accounts payable
    
    
    103,086
    
    
    
    533,943
    
    
    
    168,015Accrued liabilities
    
    
    489,228
    
    
    
    35,740
    
    
    
    (4,687
    )Intercompany income tax allocation payable
    
    
    (1,298,367
    )
    
    
    
    
    
    
    Income tax payable
    
    
    224,514
    
    
    
    
    
    
    
    Net cash provided by operating activities
    
    $
    2,123,089
    
    
    $
    5,800,906
    
    
    $
    1,889,868
  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
    
    5 yearsEquipment
    
    3 - 8 yearsBatch plants
    
    5 - 15 yearsVehicles
    
    5 yearsOffice furniture and fixtures
    
    7 yearsLeasehold improvements
    
    2-10 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 31,2005
    
    2004
    
    2003Commercial and industrial construction
    
    
    28
    %
    
    
    34
    %
    
    
    21
    %Residential construction
    
    
    55
    %
    
    
    47
    %
    
    
    66
    %Street and highway construction and paving
    
    
    7
    %
    
    
    5
    %
    
    
    3
    %Other public works and infrastructure construction
    
    
    10
    %
    
    
    14
    %
    
    
    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:
  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):
 Stock-Based Compensation (Continued):
      Years ended December 31,2005
    
    
    2004
    
    
    2003Net income, as reported
    
    $
    2,485,590
    
    
    $
    2,439,967
    
    
    $
    1,040,310Add: 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
    
    
    (99,943
    )
    
    
    
    
    
    
    Pro forma net income
    
    $
    2,385,647
    
    
    $
    2,439,967
    
    
    $
    1,040,310Basic net income per common shareAs reported
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    0.51Pro forma
    
    
    0.90
    
    
    
    1.20
    
    
    
    0.51Diluted net income per common shareAs reported
    
    $
    0.93
    
    
    $
    1.20
    
    
    $
    0.51Pro forma
    
    
    0.89
    
    
    
    1.20
    
    
    
    0.51
  36




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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):
 Stock-Based Compensation (Continued):
   Recent Accounting Pronouncements:
     37




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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):
 Recent Accounting Pronouncements (Continued):
  2. Concentration of Credit Risk:
   3. Accounts Receivable, net:
  December 31,2005
    
    
    2004Trade receivables
    
    $
    8,762,148
    
    
    $
    7,061,328Less: allowance for doubtful accounts
    
    
    (259,644
    )
    
    
    (536,824
    )$
    8,502,504
    
    
    $
    6,524,504
 4. Land held for sale:
  38




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 5. Property and Equipment, net:
  December 31,2005
    
    
    2004Land
    
    $
    2,647,763
    
    
    $
    2,343,975Computer equipment
    
    
    462,468
    
    
    
    398,835Equipment
    
    
    5,152,843
    
    
    
    3,505,404Batch plants
    
    
    7,699,304
    
    
    
    5,938,287Vehicles
    
    
    6,563,241
    
    
    
    5,638,128Office furniture and fixtures
    
    
    46,643
    
    
    
    43,855Leasehold improvements
    
    
    284,544
    
    
    
    534,736Water rights
    
    
    2,250,000
    
    
    
    25,106,806
    
    
    
    18,403,220Less: Accumulated depreciation
    
    
    (8,057,596
    )
    
    
    (5,899,723
    )$
    17,049,210
    
    
    $
    12,503,497
 6. Accrued Liabilities:
  December 31,2005
    
    
    2004Compensation
    
    $
    1,172,136
    
    
    $
    903,171Taxes
    
    
    345,986
    
    
    
    284,965Other
    
    
    217,165
    
    
    
    57,923$
    1,735,287
    
    
    $
    1,246,059
 7. Notes Payable:
  December 31,2005
    
    
    2004Note payable, variable interest rate was 7.25% at December 31,
2005, with monthly principal payments of $4,121, due March 11,
2006, collateralized by equipment
    
    $
    12,363
    
    
    $
    61,8156.65% note payable, with monthly payments of $25,515, due
January 18, 2005, collateralized by equipment
    
    
    
    
    
    
    25,3746.90% note payable, with monthly payments of $10,238, due
March 1, 2005, collateralized by equipment
    
    
    
    
    
    
    20,3017.58% note payable, with monthly payments of $2,641, due
July 11, 2005, collateralized by equipment
    
    
    
    
    
    
    17,6376.65% note payable, with monthly payments of $723, due
July 9, 2006, collateralized by equipment
    
    
    4,255
    
    
    
    12,3555.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    
    14,307
    
    
    
    18,954$
    30,925
    
    
    $
    156,436
 39




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 7. Notes Payable (Continued):
  December 31,2005
    
    
    2004Total from previous page
    
    $
    30,925
    
    
    $
    156,436Note payable, variable interest rate was 8.00% at December 31,
2005, with monthly principal payments of $61,458 plus interest,
due December 31, 2007, collateralized by all assets of the Company
    
    
    
    
    
    
    2,203,233Non-interest bearing note payable, with monthly payments of $390,
due February 12, 2007, collateralized by equipment
    
    
    5,459
    
    
    
    10,1385.31% note payable, with monthly payments of $1,730, due
March 22, 2009, collateralized by vehicles
    
    
    61,855
    
    
    
    78,8415.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    28,159
    
    
    
    35,8926.21% note payable, with monthly payments of $4,921 and a
principal payment of $443,902, due April 16, 2009, collateralized
by land
    
    
    534,022
    
    
    
    559,0696.34% note payable, with monthly payments of $3,450 and a
principal payment of $309,412, due April 16, 2009, collateralized
by land
    
    
    371,604
    
    
    
    388,8585.90% note payable, with monthly principal payments of $1,905,
plus
interest, due May 24, 2007, collateralized by equipment
    
    
    32,380
    
    
    
    55,2375.22% note payable, with monthly payments of $10,398, due
May 25, 2008, collateralized by equipment
    
    
    282,736
    
    
    
    389,6995.75% note payable, with monthly payments of $59,149, due
April 20, 2006, collateralized by equipment
    
    
    233,790
    
    
    
    908,9287.05% note payable, with monthly payments of $2,930 and a
principal
payment of $254,742, due August 27, 2009, collateralized by land
    
    
    307,645
    
    
    
    320,6398.55% note
payable, with monthly payments of $22,071, due February 27, 2006, collateralized by vehicles
    
    
    43,676
    
    
    
    293,1045.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by vehicles
    
    
    25,309
    
    
    
    30,6846.60% note payable, with monthly payments of $30,812, due
December 15, 2007, collateralized by equipment
    
    
    690,992
    
    
    
    1,003,8386.60% note payable, with monthly payments of $22,806, due
December 29, 2007, collateralized by equipment
    
    
    511,434
    
    
    
    742,9865.90% notes payable, with combined monthly payments of $5,322,
due dates ranging from January 31, 2010 to March 11, 2010,
collateralized by vehicles
    
    
    233,187
    
    
    
    7.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    166,139
    
    
    
    $
    3,559,312
    
    
    $
    7,177,582
 40




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 7. Notes Payable (Continued):
  December 31,2005
    
    
    2004Total from previous page
    
    $
    3,559,312
    
    
    $
    7,177,582Note payable, variable interest rate was 8.5% at December 31,
2005, with monthly principal payments of $21,429 plus interest,
due July 29, 2012, collateralized by mining water rights
    
    
    1,692,857
    
    
    
    7.50% notes payable, with combined monthly principal payments
of $15,100 plus interest, due September 1, 2008, collateralized
by equipment
    
    
    483,198
    
    
    
    6.85% notes payable, with combined monthly payments of $1,098,
due September 28, 2010, collateralized by vehicles
    
    
    53,305
    
    
    
    6.85% note payable, with a monthly payment of $522, due
October 13, 2010, collateralized by a vehicle
    
    
    25,705
    
    
    
    5.99% note payable, with a monthly payment of $496, due
November 30, 2008, collateralized by a vehicle
    
    
    15,893
    
    
    
    Line of credit, variable interest rate was 7.50% at December 31,
2005, interest only payments until December 31, 2008, 36 equal
monthly principal payments plus interest therafter, collateralized
by all of the Companys assets
    
    
    1,465,733
    
    
    
    7,296,003
    
    
    
    7,177,582Less: current portion
    
    
    (1,670,643
    )
    
    
    (2,550,884
    )5,625,360
    
    
    
    4,626,698
  2006
    
    $
    1,670,6432007
    
    
    1,415,3532008
    
    
    665,4722009
    
    
    1,880,6952010
    
    
    768,120Subsequent to 2010
    
    
    895,720$
    7,296,003
 8. Line of Credit:
  41




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Line of Credit (Continued):
  9. Related Party Transactions:
 Related Party:
  Affiliate:
     Professional Services:
  42




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##### Table of Contents



READY MIX, INC.

NOTES TO FINANCIAL STATEMENTS
 10. Income Taxes:
  For the years ended December 31,2005
    
    
    2004
    
    
    2003Current:Intercompany
    
    $
    (870,000
    )
    
    $
    (640,064
    )
    
    $
    (658,303
    )Federal and State
    
    
    (224,515
    )
    
    
    
    
    
    
    (1,094,515
    )
    
    
    (640,064
    )
    
    
    (658,303
    )Deferred
    
    
    (340,527
    )
    
    
    (731,468
    )
    
    
    24,909$
    (1,435,042
    )
    
    $
    (1,371,532
    )
    
    $
    (633,394
    )
  December 31,2005
    
    
    2004Deferred tax asset:Bad debt allowance
    
    $
    93,472
    
    
    $
    193,256Accrued vacation payable
    
    
    91,119
    
    
    
    59,052NOL carry forward
    
    
    
    
    
    
    303,164184,591
    
    
    
    555,472Deferred tax liability:Depreciation
    
    
    (1,729,472
    )
    
    
    (1,759,826
    )Net deferred tax liability
    
    $
    (1,544,881
    )
    
    $
    (1,204,354
    )
  For the years ended December 31,2005
    
    
    2004
    
    
    2003Statutory rate of 34% applied to
income before income taxes
    
    $
    1,333,015
    
    
    $
    1,295,910
    
    
    $
    569,059State income taxes, net of federal
benefit
    
    
    77,817
    
    
    
    64,608
    
    
    
    55,232Increase (decrease) in income taxes
resulting from:Non-Deductible items
    
    
    24,210
    
    
    
    15,518
    
    
    
    8,924Other
    
    
    
    
    
    
    (4,504
    )
    
    
    179$
    1,435,042
    
    
    $
    1,371,532
    
    
    $
    633,394
 11. Commitments and Contingencies:
  43




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
  Year ending December 31,
    
    Amount2006
    
    $
    1,799,6902007
    
    
    1,591,8032008
    
    
    1,250,7122009
    
    
    784,8962010
    
    
    85,963$
    5,513,064
  Year ending December 31,
    
    Amount2006
    
    $
    1,268,4442007
    
    
    1,235,4442008
    
    
    1,245,4442009
    
    
    1,164,6442010
    
    
    417,935$
    5,331,911
  Year ending December 31,
    
    Amount2006
    
    $
    260,0002007
    
    
    260,0002008
    
    
    21,667$
    541,667
   Year ended December 31,
    
    Amount2006
    
    $
    500,6252007
    
    
    255,3812008
    
    
    4,678Total minimum lease payment
    
    
    760,684Less: amount representing interest
    
    
    (36,766
    )Present value of net minimum lease payment
    
    
    723,918Less: current portion
    
    
    (468,972
    )$
    254,946
 44




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
     Legal proceedings:
  12. Earnings per Share:
  45




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 12. Earnings per Share (Continued):
  For the years ended December 31,2005
    
    2004
    
    2003Weighted average common shares
outstanding
    
    
    2,654,688
    
    
    
    2,025,000
    
    
    
    2,025,000Dilutive effect of:Stock options and warrants
    
    
    26,365
    
    
    
    
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    2,681,053
    
    
    
    2,025,000
    
    
    
    2,025,000
   13. Stockholders Equity:
 Preferred Stock:
  Initial Public Offering:
  14. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
     46




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##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 15. Significant Customer:
  For the years ended December 31,2005
    
    2004
    
    2003Customer 1
    
    
    14.3
    %
    
    
    15.4
    %
    
    
    5.5
    %
  December 31,2005
    
    2004Customer 1
    
    $
    605,216
    
    
    $
    490,705
 16. Employee Benefit Plan:
  17. Equity Incentive Plan:
   Weighted AverageShares
    
    
    Price per ShareOutstanding January 1, 2005
    
    
    
    
    
    $
    Granted
    
    
    253,125
    
    
    
    11.12Forfeited
    
    
    
    
    
    
    Outstanding December 31, 2005
    
    
    253,125
    
    
    $
    11.12
  Outstanding
    
    
    ExercisableWeighted average
    
    
    
    
    
    
    Weighted averageRemainingExercise price per share
    
    Shares
    
    
    Life ( in years)
    
    
    Exercise price
    
    
    Shares
    
    
    Exercise price$11.00
    
    
    232,875
    
    
    
    4
    
    
    $
    11.00
    
    
    
    
    
    
    $
    11.0012.50
    
    
    20,250
    
    
    
    5
    
    
    
    12.50
    
    
    
    
    
    
    
    12.50$11.00 to $12.50
    
    
    253,125
    
    
    
    
    
    
    $
    11.12
    
    
    
    
    
    
    $
    11.12
 47




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##### Table of Contents



READY
MIX, INC.
 NOTES
TO FINANCIAL STATEMENTS
 17. Equity Incentive Plan (Continued):
  18 Quarterly Financial Data (Unaudited):
 March 31,
    
    June 30,
    
    September 30,
    
    December 31,2005Revenue
    
    $
    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
    
    
    
    3,853,9912004Revenue
    
    $
    13,594,641
    
    
    $
    14,856,075
    
    
    $
    16,307,321
    
    
    $
    14,377,621Gross profit
    
    
    1,352,415
    
    
    
    1,501,799
    
    
    
    2,022,168
    
    
    
    1,750,340Income from operations
    
    
    755,932
    
    
    
    909,538
    
    
    
    1,412,937
    
    
    
    976,265Net income
    
    
    451,152
    
    
    
    521,037
    
    
    
    828,077
    
    
    
    639,701Basic net income per common share
    
    
    0.22
    
    
    
    0.26
    
    
    
    0.41
    
    
    
    0.31Diluted net income per common share
    
    
    0.22
    
    
    
    0.26
    
    
    
    0.41
    
    
    
    0.31Basic weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000Diluted weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,0002003Revenue
    
    $
    9,949,051
    
    
    $
    12,114,104
    
    
    $
    11,027,723
    
    
    $
    11,037,187Gross profit
    
    
    856,851
    
    
    
    1,354,640
    
    
    
    900,367
    
    
    
    995,441Income from operations
    
    
    319,832
    
    
    
    708,623
    
    
    
    86,068
    
    
    
    505,380Net income
    
    
    175,252
    
    
    
    405,003
    
    
    
    173,979
    
    
    
    286,076Basic net income per common share
    
    
    0.09
    
    
    
    0.20
    
    
    
    0.08
    
    
    
    0.14Diluted net income per common share
    
    
    0.09
    
    
    
    0.20
    
    
    
    0.08
    
    
    
    0.14Basic weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000Diluted weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000
 48




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  49




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions
  
 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
  Balance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning
    
    Expense
    
    
    
    
    
    End ofDescription
    
    of Year
    
    Account
    
    Deductions
    
    YearYear ended December 31, 2003

Allowance for doubtful accounts
    
    $
    147
    
    
    $
    479
    
    
    $
    (6
    )
    
    $
    620Year ended December 31, 2004

Allowance for doubtful accounts
    
    $
    620
    
    
    $
    293
    
    
    $
    (376
    )
    
    $
    537Year ended December 31, 2005

Allowance for doubtful accounts
    
    $
    537
    
    
    $
    (244
    )
    
    $
    (33
    )
    
    $
    260
 (3)
    
    Exhibits
 ExhibitNumber
    
    Description3.1
    
    Articles of Incorporation of the Registrant, as amended3.2
    
    Amended Bylaws of the Registrant10.1
    
    2005 Equity Incentive Plan10.2
    
    Loan Agreement with Meadow Valley Corporation10.3
    
    Office Lease (Phoenix)10.4
    
    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)
 50




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##### Table of Contents



ExhibitNumber
    
    Description10.10
    
    Production Facility Lease (Moapa, Nevada)10.11
    
    Decorative Rock Lease (Moapa, Nevada)10.12
    
    Oliver Mining Lease (Queen Creek, Arizona)10.13
    
    Tax Sharing Agreement with Meadow Valley Corporation10.14
    
    Indemnity Agreement10.15
    
    Office Lease (Las Vegas)14.1
    
    Code of Ethics31.1
    
    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)Date: March 30, 2006
 POWER OF ATTORNEY
   /s/ Bradley E. Larson
    
    /s/ Robert R. MorrisBradley E. Larson
    
    Robert R. MorrisDirector and Chief Executive Officer
    
    Director and PresidentDate: March 30, 2006
    
    Date: March 30, 2006/s/ Kenneth D. Nelson
    
    /s/ Don A. PattersonKenneth D. Nelson
    
    Don A. PattersonDirector and Vice President
    
    DirectorDate: March 30, 2006
    
    Date: March 30, 2006/s/ Charles E. Cowan
    
    /s/ Dan H. StewartCharles E. Cowan
    
    Dan H. StewartDirector
    
    DirectorDate: March 30, 2006
    
    Date: March 30, 2006/s/ Charles R. Norton
    
    /s/ Clint TryonCharles R. Norton
    
    Clint TryonDirector
    
    Chief Financial Officer, Principal Financial andDate: March 30, 2006
    

Accounting OfficerDate: March 30, 2006
 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
    
    
    (1
    )3.2
    
    Amended Bylaws of the Registrant
    
    
    (1
    )10.1
    
    2005 Equity Incentive Plan
    
    
    (1
    )10.2
    
    Loan Agreement with Meadow Valley Corporation
    
    
    (1
    )10.3
    
    Office Lease (Phoenix)
    
    
    (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
    )10.13
    
    Tax Sharing Agreement with Meadow Valley Corporation
    
    
    (1
    )10.14
    
    Indemnity Agreement
    
    
    (1
    )10.15
    
    Office Lease (Las Vegas)
    
    
    (1
    )14.1
    
    Code of Ethics
    
    
    (1
    )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
    
    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
    
    
    *
 53




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##### Table of Contents



*
    
    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). 54